డైరెక్టర్ల నివేదిక QMS Medical Allied Services Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting their Eighth Annual Report on the Business and Operations of the
Company and the Accounts for the Financial Year ended 31st March, 2025 (period under review).

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY:

The summary of standalone financial highlights for the financial year ended March 31, 2025 and the previous
financial year ended March 31, 2024 is given below:

Particulars	2024-2025	2023-2024
Total revenue for the year	14,532.32	12,258.36
Profit before depreciation, exceptional Items & Taxes	1,782	1567.59
Depreciation for the year	339.83	344
Profit before exceptional items	1,442.17	1223.59
Exceptional items	-	-
Profit/(loss) before tax	1,442.17	1223.59
Tax for the year (including deferred tax - net)	400.10	323.34
Net profit / (loss)	1,042.06	900.24

FINANCIAL PERFORMANCE:

The Total Income of the Company stood at Rs. 14,486.74 (Rs. In Lakhs)for the year ended March 31, 2025 as
against Rs. 12,258.36 (Rs. In Lakhs)/- in the previous year. The Company has a Net Profit of Rs. 1,042.06(Rs. In
Lakhs)for the year ended March 31, 2025 as compared to the Net Profit of Rs. 900.24 (Rs. In Lakhs)- in the previous
year.

2. CONSOLIDATED FINANCIAL STATEMENTS:

The summary of Consolidated financial highlights for the financial year ended March 31, 2025 and the previous
financial year ended March 31, 2024 is given below *

* The Company did not have any Subsidiary, Associate, or Joint Venture Company as on March 31, 2024. The
information presented herein is provided solely for comparative purposes

Particulars	2024-2025	2023-2024
Total revenue for the year	15,772.99	12,258.36
Profit before depreciation, exceptional Items & Taxes	2248.75	1567.59
Depreciation for the year	382.54	344
Profit before exceptional items	1,866.21	1223.59
Exceptional items	-	-
Profit/(loss) before tax	1,866.21	1223.59
Tax for the year (including deferred tax - net)	496.37	323.34
Net profit / (loss)	1,369.84	900.24

3. DIVIDEND:

The Board at its meeting held on May 29, 2025 has recommended Dividend of Rs. 0.50 (i.e. 5%) per equity share of
10/- each for the financial year 2024-25. The dividend pay-out is subject to the approval of the shareholders at
ensuing Annual General Meeting.

The Record date fixed for determining entitlement of Members to final dividend for the financial year ended 31st
March, 2025 is Monday, September 22, 2025. The Register of Members and Share Transfer Books of the Company
will remain closed from Tuesday, September 23, 2025 to Monday, September 29, 2025 (both days inclusive) in
terms of the provisions of Section 91 of the Companies Act, 2013.

Dividend of Rs. 0.50 (i.e. 5%) per equity share of 10/- each was declared and paid for the financial year 2023-24.

4. SHARE CAPITAL

• Authorised Capital

The Authorised Share Capital of the Company as on 31st March, 2025 is Rs. 23,00,00,000/- (Rupees Twenty Three
Crore only) divided into 2,30,00,000 (Two Crore Thirty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each.

• Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and Paid up Capital of the Company as at 31st March, 2025 is Rs. 17,85,00,000/- (Rupees
Seventeen Crores Eighty Five Lakhs Only) divided into 1,78,50,000 (One Crore Seventy Eight Lakhs Fifty Thousand)
Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each.

Any issue of securities made during the year are as follows:

• Issue of shares or other convertible securities - Nil

• Issue of equity shares with differential rights - Nil

• Issue of Sweat Equity Shares - Nil

• Details of Employee Stock Options - Nil

• Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the
employees - Nil

• Issue of debentures, bonds or any non-convertible securities- Nil

• Issue of warrants - Nil

• Issue of Bonus Shares - Nil

The Company in the Financial Year 2023-24 vide its Board meeting dated 2nd February, 2024 has passed the
resolution for Issuance of 7,50,000 Share warrants on Preferential basis and 22,69,000 Equity shares on
Preferential basis. Further the Company vide Special Resolution passed in its Extra Ordinary General Meeting held
on 26th February, 2024, approved the Issuance of 7,50,000 Share warrants on Preferential basis and 22,69,000
Equity shares on Preferential basis. Later, the Application was withdrawn voluntarily by the Company prior to In¬
principle approval of NSE. The application was withdrawn voluntarily as the objective of preferential issue was to
utilize such funds for acquisitions and the funds were arranged from other sources.

5. DETAILS OF LOCK - IN OF SHARES:

In line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, below are the details of the lock-in Shares of the Company held by Promoters and Public Shareholders:

Name of the Shareholder	Category	Quantity	Lock-in till one year (22-10¬ 2023)	Lock-in for three years (22¬ 10-2025)
Mr. Mahesh Pahalraj Makhija	Promoter	1,28,48,840	92,78,840	35,70,000
Mrs. Guddi Mahesh Makhija	Promoter group	1,50,500	1,50,500	0
Ms. Diti Mahesh Makhija	Promoter group	1,50,500	1,50,500	0
Mr. Arul Dhass David	Public Shareholder	40	40	0

Mr. Abhishek Tiwari	Public Shareholder	40	40	0
Mr. Koushik Thakurta	Public Shareholder	40	40	0
Mr. Charles James	Public Shareholder	40	40	0

6. TRANSFER TO RESERVE:

The Company has not transferred any amount to the General Reserves during the year.

7. UNPAID DIVIDEND & IEPF:

The Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF).

8. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the
Management Discussion and Analysis Report which is annexed to this Report as an Annexure V and is in accordance
with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

9. ALTERATION IN MEMORANDUM OF ASSOCIATION:

There has been no change in any clause of the Memorandum of Association by virtue of Section 13 of the
Companies Act, 2013, during the Financial Year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) Composition & Constitution of Board of Directors:

The Board of Directors as on date comprises of following Directors:

Sr. No.	Name	DIN/ PAN	Designation
1.	Mr. Mahesh Pahalraj Makhija	02700606	Chairman, Managing Director, Promoter
2.	*Sarita Vijay Mahajan	10841279	Non-Executive Independent Woman Director
3.	Mr. Prajwal Jayasheela Poojari	07480513	Non-Executive Independent Director
4.	Mr. Niken Ravin Shah	07604022	Non-Executive Independent Director
5.	**Mr. Deena Nath Pathak	02104727	Non-Executive Director
6.	***Mrs. Guddi Makhija (Resigned on August 23, 2024)	08837871	Non-Executive Non¬ Independent Director

*Ms. Sarita Vijay Mahajan was appointed as a Woman Independent Director on January 30, 2025.

** Mr. Deena Nath Pathak (DIN: 02104727) as an Additional Non-Executive Director on August 23, 2024 and
regularized in AGM dated September 27, 2024.

***Mrs. Guddi Makhija (DIN: 08837871), Non-Executive Non-Independent Director, has resigned from the Board
w.e.f August 23, 2024

(b) Composition & Constitution of Key Managerial Personnel:

The Key Managerial Personnels as on date comprises of following:

Sr.	Name	DIN/ PAN	Designation
1.	Mrs. Toral Jailesh Bhadra	BNJPG6249Q	Company Secretary and Compliance Officer
2.	Mrs. Sejal Vivek Mhatre	ASLPM7957P	Chief Financial Officer

(c) Retirement by Rotation of the Directors

Independent directors hold office for a fixed term not exceeding five years from the date of their appointment
and are not liable to retire by rotation.

The Act mandates that at least two-thirds of the total number of directors (excluding independent directors) shall
be liable to retire by rotation.

In terms of Section 152 of the Companies Act, 2013, Mr. Mahesh Makhija Makhija (DIN: 02700606), retire by
rotation and being eligible offer themselves for re-appointment at the 8th Annual General Meeting of the
company scheduled to be held on Monday, September 29, 2025.

11. RECONCILIATION OF SHARE CAPITAL AUDIT :

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the quarterly reconciliation of the total
Share capital held with the National Security Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) and the total issued and listed share capital and the report thereon is submitted to the National
Stock Exchange of India Limited. The report, inter alia, confirms that the number of shares issued, listed on the
Stock exchange and that held in demat mode are in agreement with each other.

12. INDEPENDENT DIRECTORS :

(a) Declaration by Independent Directors

Independent Directors have provided their confirmation, that they meet the criteria of independence as provided
in sub- section (6) of Section 149 of the Companies Act, 2013. An Independent Director shall hold office for a term
up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for the next five

years on the passing of a special resolution by the Company.

(b) Changes in Independent Director

The Company has appointed Mrs. Sarita Vijay Mahajan (DIN: 10841279) as an Independent Director during the
year 2024-25. .

(c) Familiarisation Programme for Independent Directors:

The Company through its Executive Directors / Senior Managerial Personnel conduct programs / presentations
periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.
Such programs / presentations will provide an opportunity to the Independent Directors to interact with the
senior leadership team of the Company and help them to understand the Company''s strategy, business model,
operations, service and product offerings, markets, organization structure, finance, human resources, technology,
quality, facilities and risk management and such other areas as may arise from time to time. The programs /
presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities.

The Company circulate news and articles related to the industry on a regular basis and may provide specific
regulatory updates from time to time and The Company conduct an introductory familiarization program /
presentation, when a new Independent Director comes on the Board of the Company.

(d) Meetings

During the year under review, the Independent Directors met for 01(one) time. The details of Board Meeting held
and participation of Directors thereat is enumerated as below:

Sr. No.	Date of meeting	Total No. of Directors on the Date of Meeting	Independent	No. of Independent Directors attended	% of Attendance
1	18-03-2025	02		02	100.00

13. MEETINGS:

During the year under review, the Board of your Company met Twelve (12) times in the year 2024-2025. The details
of Board Meeting held and participation of Directors thereat is enumerated as below:

Sr. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	23-05-2024	04	04	100.00

2	06-06-2024	04	04	100.00
3	13-08-2024	04	04	100.00
4	23-08-2024	04	04	100.00
5	29-08-2024	04	04	100.00
6	22-10-2024	04	04	100.00
7	14-11-2024	04	04	100.00
8	19-11-2024	05	05	100.00
9	02-12-2024	05	05	100.00
10	10-12-2024	05	05	100.00
11	23-12-2024	05	05	100.00
12	14-02-2025	05	05	100.00

The details of Board Meetings held from April 01, 2024 to March 31, 2025 and attendance of each Director thereat
is as follows:

Sr. No.	Name of the Board Member	No. of Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Mahesh Pahalraj Makhija	12	12	100
2.	Guddi Makhija	04	04	100
3.	Niken Ravin Shah	12	12	100
4.	Prajwal Jayasheela Poojari	12	12	100
5	Sarita Vijay Mahajan	05	05	100
6	Deena Nath Pathak	08	08	100

14. COMMITTEES OF BOARD:

As on 31^st March, 2025, our Board has constituted the following committees.

The Composition of Audit Committee as on 31^st March, 2025 is as follows:

i. AUDIT COMMITTEE:

• Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director

• Mr. Deena Nath Pathak - Member, Non - Executive Director

• Mr. Niken Ravin Shah - Member, Non-Executive Independent Director

The Committee was reconstituted due to resignation of Ms. Guddi Makhija and appointment of Mr. Deena Nath
Pathak as a Non Executive Director with effect from 23^rd August, 2024.

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act,
2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit
Committee met Seven (7) times during the financial year ended 31^st March, 2025 .

Sr. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	23-05-2024	03	03	100%
2	13-08-2024	03	03	100%
3	23-08-2024	03	03	100%
4	14-11-2024	03	03	100%
5	02-12-2024	03	03	100%
6	10-12-2024	03	03	100%
7	14-02-2025	03	03	100%

The details of Audit Committee Meetings held from April 01, 2024 to March 31, 2025 and attendance of each
Director thereat is as follows:

Sr. No.	Name of the Committee Member	No. of Committee Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Niken Ravin Shah	07	07	100%
2.	Prajwal Jayasheela Poojari	07	07	100%
3.	Guddi Makhija	03	03	100%
4.	Deena Nath Pathak	04	04	100%

The Committee is governed by a terms of reference, which is in line with the regulatory requirements mandated by
the Companies Act, 2013. Some of the important functions performed by the Committee are:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to
ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of our Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before
submission to our Board for approval, with particular reference to:

• Matters required to be included in the Director''s Responsibility Statement, to be included in our
Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions; and

• modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to our Board for
approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations
to our Board to take up steps in this matter;

7. Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

8. Approval of any subsequent modification of transactions of our Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of our Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to our Board;

16. Discussion with statutory auditors before the audit commences, about the nsature and scope of audit as
well as post- audit discussion to ascertain any area of concern;

17. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

18. Reviewing the functioning of the whistle blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience and background,
etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision.]

22. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.

23. Carrying out any other function as may be mentioned in the terms of reference of the Audit Committee.

All the Members on the Audit Committee have the requisite qualification for appointment on the
Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary acts as the Secretary to the Committee.

ii. NOMINATION AND REMUNERATION COMMITTEE:

As on 31^st March, 2025 the Composition of Nomination and Remuneration Committee is as follows:

• Mr. Niken Ravin Shah - Chairman, Non-Executive Independent Director

• Mr. Prajwal Jayasheela Poojari - Member, Non-Executive Independent Director

• Mr. Deena Nath Pathak - Member, Non - Executive Director

The Committee was reconstituted due to resignation of Ms. Guddi Makhija and appointment of Mr. Deena Nath
Pathak as a Non Executive Director with effect from 23^rd August, 2024.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013,
formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a
Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

During the year, the committee met 3(Three) times with full attendance of all the members. The composition of the
Nomination and Remuneration Committee as of March 31, 2025 and details of the Members participation at the
Meetings of the Committee are as under:

Sr.N0	Date of meeting	Total No. of Directors on the Date of Meeting	No.of Directors attended	%of Attendance
1	23-08-2024	03	03	100%
2	29-08-2024	03	03	100%
3	19-11-2024	03	03	100%

The details of Nomination and Remuneration Committee Meetings held from April 01, 2024 to March 31, 2025 and
attendance of each Director thereat is as follows:

Sr. No.	Name of the Committee Member	No. of Committee Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Mr. Niken Ravin Shah	03	03	100%
2.	Mr. Prajwal Jayasheela Poojari	03	03	100%
3.	Ms. Guddi Makhija	01	01	100%
4.	Mr. Deena Nath Pathak	02	02	100%

The terms of reference of the Committee inter alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director
and recommend to our Board a policy relating to the remuneration of the Directors, key managerial personnel
and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified in
such description. For the purpose of identifying suitable candidates, the Committee may:

a) use the services of an external agencies, if required;

b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) consider the time commitments of the candidates

3. Formulation of criteria for evaluation of independent Directors and our Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become Directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to our Board their appointment and removal;

6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors.

7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

iii. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

As on 31^st March, 2025 the Composition of Stakeholders'' Relationship Committee is as follows:

• Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director

• Mr. Deena Nath Pathak - Member, Non - Executive Director

• Mr. Niken Ravin Shah - Member, Non-Executive Independent Director

As on date the Committee was reconstituted on 23^rd August, 2024, the Composition of Committee is consisting of the
following members:

• Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director

• Mr. Deena Nath Pathak - Member, Non - Executive Director

• Mr. Niken Ravin Shah - Member, Non-Executive Independent Director

The Committee was reconstituted due to resignation of Ms. Guddi Makhija and appointment of Mr. Deena Nath
Pathak as a Non Executive Director with effect from 23^rd August, 2024.

The Company has Stakeholders'' Relationship Committee, as per Section 178 (5) of Companies Act, 2013.

During the year, the committee met once (1) time with full attendance of all the members. The composition of the
Stakeholders'' Relationship Committee as at March 31, 2025 and details of the Members participation at the
Meetings of the Committee are as under:

Sr. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	18-03-2025	3	3	100%

The details of Stakeholders'' Relationship Committee Meetings held from April 01, 2024 to March 31, 2025 and
attendance of each Director thereat is as follows:

Sr. No.	Name of the Committee Member	No. of Committee Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Mr. Niken Ravin Shah	1	1	100%
2.	Mr. Prajwal Jayasheela Poojari	1	1	100%
3.	Mr. Deena Nath Pathak	1	1	100%

The terms of reference of the Committee are:

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders

of the company.

During the year, there were no complaints received from shareholder on SCORES. There are no balance
complaints. The Company had no share transfers pending as on March 31, 2025 .

15. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees,
Executive Directors, Independent Directors. Based on the same, the performance was evaluated for the financial
year ended March 31, 2025 . As part of the evaluation process, the performance of Non- Independent Directors,
the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the
respective Committees and that of Independent and Non- Independent Directors was done by the Board
excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of
discussion, contribution at the meetings, business acumen, strategic thinking, time commitment and relationship
with the stakeholders, corporate governance practices, contribution of the committees to the Board in
discharging its functions etc.

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit
Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee (NRC). The Board
also carried out the performance evaluation of all the individual Directors including the Chairman of the
Company. Additionally, NRC also carried out the evaluation of the performance of all the individual Directors and
Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the
Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and
after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board
of India.

16. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company
https://qmsmas.com/

17. VARIOUS POLICIES OF THE COMPANY:

The Company has formulated and implemented various policies pursuant to the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 which is available on the Company''s website https://qmsmas.com/Policies.html.

The policies are reviewed periodically by the Board and updated based on need and requirements:

POSH Policy	This policy has been framed in accordance with the
	provisions of "The Sexual Harassment of Women at

	Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules framed thereunder (hereinafter "the Act") and provides protection against sexual harassment of women at workplace and the prevention and redressal of complaints of sexual harassment and matters related to it.
Nomination and Remuneration Policy	This Policy has been framed for the Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel and provides a framework based on which human resources management aligns their recruitment plans for strategic growth of the Company.
Preservation of Documents and Archival Policy	This policy has a strategic objective of ensuring that significant documents as specified in this policy are safeguarded and preserved to ensure longevity of such documents.
Policy Determination Materiality Disclosures Event Information	This policy applies for determining and disclosing material events taking place in the Company.
Code of Conduct for Non-Executive Directors	The code of conduct for Non-Executive Directors to ensure the compliance of applicable laws, avoid conflict of interest and determine their duties in the company.
Terms and Condition for Appointment of Independent Director	The policy provides framework that regulates the appointment, re-appointment of Independent directors and defines their roles, responsibilities and powers.
Dividend Policy	Dividend Distribution Policy is not mandatory for our Company.
Vigil Mechanism	This policy establishes a Vigil Mechanism (Whistle Blower Mechanism) that provides a channel to the employees and Directors of the Company to report to the Management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The vigil mechanism is required to provide adequate safeguards against victimization of persons who use such mechanisms.
Code of Practices and Procedures - UPSI	The code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information without advantage to any particular person(s).
CSR POLICY	The objective of the CSR Policy ("Policy") is to lay

	down the guiding principles in undertaking various
	Programs and projects by or on behalf of the
	company relating to Corporate Social Responsibility
	("CSR")

18. AUDITORS:

i. Statutory Auditor:

The company in the Annual General Meeting held on September 27, 2024, appointed M/s. H.H. Dedhia &
Associates, Chartered Accountants, (ICAI Firm Registration No. 148213W) as the Statutory Auditor of the
Company for the period for 5 years who shall hold office from the 7th Annual General Meeting held on
September 27, 2024 till the conclusion of 12th Annual General Meeting to be held in the year 2029 in
respect of the financial years beginning from April 01, 2024 and ending with March 31, 2029.

The notes on financial statements referred to in the Auditors Report are self explanatory and do not call for
any further comments and explanations. The Auditors'' Report does not contain any qualification,
reservation or adverse remark. No instances of fraud have been reported by the Statutory Auditors of the
Company under Section 143(12) of the Companies Act, 2013.

The Statutory Audit Report for the F.Y. 2024-25 does not contain any qualification, reservation or adverse
remark. The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year
ended 31^st March, 2025. The Auditors'' Report for the Financial Year ended 31^st March, 2025 on the financial
statements of the Company is a part of this Annual Report.

ii. Secretarial Auditor:

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 M/s. Maharshi Ganatra & Associates (Firm Registration No. S2015MH305300), a firm
of Company Secretaries in Practice, has been appointed as Secretarial Auditors of the Company.

The Report of the Secretarial Auditors is enclosed as Annexure I which forms part of this Report. There has
been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their
Report.

In accordance with the SEBI Listing Regulations, the Board of the Company have appointed. M/s. Maharshi
Ganatra & Associates, a Peer reviewed firm, as the Secretarial Auditors of the Company for conducting
Secretarial Audit and issue the Secretarial Audit Report for a term of consecutive five (5) years from
Financial Year April 1, 2025 to March 31, 2030, subject to the approval of the Members of the Company at
the ensuing Annual General Meeting

iii. Cost Auditor:

Appointment of Cost Auditor is not applicable to the Company.

iv. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules,
2014, the company has re-appointed M/s Khushbu Parekh & Co., Chartered Accountants (having Firm
Registration No.: 145191W), as an Internal Auditor for the Financial Year 2024-2025 in the Board Meeting
held on May 23, 2024.

19. MAINTENANCE OF COST RECORDS:

The maintenance of cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013 is
not applicable to the Company.

20. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
Directors and Employees to report genuine concerns has been established. Affirmation is also given that no
personnel has been denied access to the audit committee.

The Vigil Mechanism policy is displayed on the website of the company, viz
https://qmsmas.com/prospectus/Vigil mechanism.pdf

21. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control commensurate with its size and
nature of its business and continuously focuses on strengthening its internal control processes. These systems
provide a reasonable assurance in respect of providing financial and operational information, complying with
applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The
internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting
records, timely preparation of reliable financial information, prevention and detection of frauds and errors,
safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls
were tested and no reportable material weaknesses were observed. The system also ensures that all transactions
are appropriately authorized, recorded and reported.

22. RISK ASSESSMENT AND MANAGEMENT:

The Company has been on a continuous basis reviewing and streamlining its various operational and business
risks involved in its business as part of its risk management policy. The Company also takes all efforts to train its

employees from time to time to handle and minimize these risks.

23. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review, Saarathi Healthcare Private Limited became a subsidiary of the Company. The
Company does not have any joint ventures or associate companies..

The Company had entered into Share Purchase Agreement on February 15, 2024 read with the Amendment
Letter dated July 4, 2024 to acquire the shares of Saarathi Healthcare Private Limited for a consideration of Rs.
45,00,00,540/- (Rupees Forty-Five Crore and Five Hundred and Forty Only) in Tranches.

Further on July 5, 2024, the Company has acquired 51% stake of Saarathi Healthcare Private Limited and will now
be considered as the Subsidiary of the Company.

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board
of Directors and General Meetings, respectively.

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

i. Conservation of Energy:

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy
intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on
adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption:

a) The efforts made towards technology absorption - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution
- Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year) - Not Applicable.

• the details of technology imported;

• the year of import;

• whether the technology been fully absorbed;

• if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign Exchange earnings and outgo:

Foreign Exchange used - Rs. 14,92,42,934/-
Foreign Exchange earning - NIL

26. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not
entered into any contract / arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is
not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set
out in Notes to Accounts forming part of the financial statement.

28. DEPOSITS:

The Company has not invited /accepted any deposits from the public falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

29. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and Company''s operations in future.

30. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments, affecting the financial position of the Company occurred
between the end of the Financial year i.e. 31st March, 2025, to which the Financial Statements relate and the
date of the report, if any, disclosed in separate respective head.

The Company in the Meeting held on August 25, 2025 had approved the issuance of Rights Shares for Raising of
funds through issuance and allotment of equity shares for an aggregate amount not exceeding Rs. 12,50,00,000
(Rupees Twelve Crores Fifty Lakhs Only) on right basis, on such terms and conditions as may be decided by the

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual
Harassment at Workplace. Company was not in receipt of any complaint of sexual harassment during the year.

• Number of complaints of sexual harassment received in the year:- NA

• Number of complaints disposed off during the year:- NA

• Number of cases pending for more than ninety days:- NA

32. CHANGES IN NATURE OF BUSINESS:

There was no change in nature of Business during the year.

33. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) is embedded in long term business strategy of company. The company is
committed to local community and society at large. With the companies Act, 2013 mandating the corporate to
contribute towards social development and welfare of society, the company''s CSR initiatives help to elevate the
quality of the life of the people. The provisions of Section 135 of the Companies Act, 2013 read with rule 9 of
Companies (Corporate Social Responsibility Policy) Rules 2013 (including any statutory modification or amendment
thereto or re-enactment thereof for the time being in force, are applicable to the company.

During the year under review the Committee met once during the year i.e on May 23, 2024. The details of the
Meeting are as follows:

Sr. No.	Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1	Niken Ravin Shah (DIN:07604022)	Independent Director, Chairman	1	1
2	Mahesh Pahalraj Makhija (DIN: 02700606)	Managing Director, Member	1	1
3	Prajwal J. Poojari (DIN: 07480513)	Independent Director, Member	1	1

A. Composition of the CSR committee of the board:

There has been no change in the constitution of CSR Committee during the year. Following are the details of

members of CSR Committee:

Name of the Directors	Nature of Directorship	Designation in Committee
Niken Ravin Shah	Independent Director	Chairman
Mahesh Pahalraj Makhija	Managing Director	Member
Prajwal J. Poojari	Independent Director	Member

B. Average net profit of the company for last three Financial Years for the purpose of computation of CSR is Rs
11,79,94,921.29/-.

C. CSR expenditure for Financial Year 2024-2025 is two per cent of the average net profits of the company
made during the three immediately preceding financial years: Rs. 23,59,898.43/-.

D. Details of CSR spent during the Financial year:

• Total amount to be spent in the Financial year - Rs. 23,59,898.43/-.

• Excess Amount Spent last year - Rs. 12,700.17

• Expendiiture done this year - Rs. 23,47,198.26 which was spent as under:

Rs. 13,00,000/- towards VARDHMAN BHARTI TRUST and Rs. 12,00,000 towards PRS PLAY
RECREATION SPORTS FOUNDATION.

• Amount unspent during the Financial Year - Nil

• Manner in which the amount spent in the Financial year:

S. No.	CSR project or activity identified	Sector in which the project is covered	Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken	Amount outlay (budget) project or Programs wise (Amount in INR)	Amount spent: Direct or through Implementing agency (give details of implementing agency) (Amount in INR)
1	Donation	Education	Gujarat	13,00,000/-	Vardhman Bharti Trust
2	Donation	Training to promote rural	Maharsahtra	12,00,000/-	PRS PLAY RECREATION

		sports,			SPORTS
		nationally recognised sports, paralympic sports and olympic sports			FOUNDATION

E. The Annual Report on CSR Activities is annexed herewith as Annexure II

34. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE 2016:

No application is made during the Financial Year 2024-25 by or against the Company and there are no
proceedings pending under the Insolvency and Bankruptcy Code 2016.

35. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO
MATERNITY BENEFITS ACT, 1961:

• The company has complied with provisions of Maternity Benefit Act,1961

36. LISTING FEES:

The listing fees payable for the Financial Year 2024-25 has been paid to National Stock Exchange of India Limited
within due date.

37. HUMAN RESOURCES:

Your Company considers people as its biggest assets and ''Believing in People'' is at the heart of its human
resource strategy. It has put concerted efforts in talent management and succession planning practices, strong
performance management and learning and training initiatives to ensure that your Company consistently
develops inspiring, strong and credible leadership.

Your Company has established an organization structure that is agile and focused on delivering business results.
With regular communication and sustained efforts it is ensuring that employees are aligned on common
objectives and have the right information on business evolution. Your Company strongly believes in fostering a
culture of trust and mutual respect in all its employees seek to ensure that business world values and principles
are understood by all and are the reference point in all people matters.

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that

As on March 31, 2025, the Company had only 144 employees.

38. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of Directors, to the best of their knowledge and

ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and
there are no material departures.

ii. They have 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 at the end of the financial year and of the profit/loss of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the
reviews performed by management and the relevant board committees, including the audit committee, the board
is of the opinion that the Company''s internal financial controls were adequate and effective during the financial
year 2024-25.

39. OTHER DISCLOSURES:

i. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights as to dividend, voting or otherwise and
hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

ii. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

iii. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT.2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year
under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

iv. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4)
of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

v. OTHER DISCLOSURES WITH RESPECT TO REGULATION 62 OF THE COMPANIES ACT, 2013:

During the year under review, the Company has approved Raising of funds,for an aggregate amount not
exceeding Rs. 49,00,00,000 (Rupees Forty-Nine Crores Only) on August 29, 2024. The Company approved
the Draft Letter of Offer dated 2^nd December, 2025.

The Company received an In Principle approval on 13^th January, 2025 and had withdrawn the Application for
Rights Issue on 19^th August, 2025.

40. REPORTING OF FRAUD:

The Auditors of the Company have not reported any instances of fraud committed against the Company by its
officers or employees as specified under Section 143(12) of the Companies Act, 2013.

41. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as
explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates and
expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations.
Actual results might differ materially from those either expressed or implied in the statement depending on the
circumstances.

42. SHAREHOLDING OF DIRECTORS AS ON MARCH 31, 2025:

No other Director (except as mentioned below) holds any shares in the Company. The Company has not issued
any convertible instruments

Sr. No.	Name of the Directors	Shareholding at the beginning of the year	Shareholding at the end of the year.
1.	Mahesh Makhija Managing Director	1,28,48,840 (71.98%)	1,28,48,840 (71.98%)
2.	Guddi Makhija Non-Executive Director (Resigned on August 23, 2025)	1,50,500 (0.84%)	1,50,500 (0.84%)

43. BOARD-SKILLS/EXPERTISE/COMPETENCIES:

The Board of directors based on the recommendations of the Nomination and Remuneration Committee,
identified the following core skills/expertise/competencies of Directors as required in the context of business of
the Company for its effective functioning:

Sr. No	Skills/Expertise/Competencies
1	Leadership qualities
2	Industry knowledge and experience
3	Understanding of relevant laws, rules and regulations
4	Financial Expertise
5	Risk Management

Following are the details of the skills and competence possessed by the Board of Directors:

Sr.No	Name of Directors	Leadersh ip qualities	Industry knowledge and experience	Understanding of relevant laws, rules and regulations	Financial Expertise	Risk Management
1	Mahesh Makhija	Expert	Expert	Expert	Expert	Expert
2	Deena Nath Pathak	Expert	Expert	Expert	Expert	Expert
3	Prajwal Poojari	Expert	Expert	Expert	Expert	Expert
4	Niken Shah	Expert	Expert	Expert	Expert	Expert
5	Guddi Makhija (Resigned on August 23, 2025)	Expert	Expert	Expert	Expert	Expert
6	Sarita Mahajan	Expert	Expert	Expert	Expert	Expert

The identified skills / competences are broad-based and marking of ''Proficient'' against a particular member does
not necessarily mean the member does not possess the corresponding skills / competences.

44. DETAILS OF REMUNERATION TO ALL THE DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Name of the Directors	Salary, Allowance, perquisites and other benefits	Performance- linked Income/Bonus/Co mmission Paid/Payable	Stock Option	Pension	Sitting Fees Paid
Mr. Mahesh Makhija	1,68,00,000	-	-	-	-
Mrs. Guddi Makhija (Resigned on August 23, 2025)	5,00,000
Mr. Niken Ravin Shah	-	-	-	-	2,50,000
Mr. Prajwal Jayasheela Poojari	-	-	-	-	2,50,000
Mr. Deena Nath Pathak	15,28,100
Mrs. Sarita Vijay Mahajan					60,000

i. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Sr.No	Particulars of Remuneration	Remuneration in (Rs.) till the date of employment
		Company Secretary (Toral Bhadra)	CFO (Sejal Mhatre)	Total
1	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income- tax Act, 1961 (c) Profits in lieu of salary undersection 17(3) Income-tax Act, 1961	6,00,000	13,66,100	19,66,100
2	Stock Option	-	-
3	Sweat Equity	-
4	Commission - as % of profit - others, specify...
5	Others, please specify	-

Total

6,00,000

13,66,100

19,66,100

ii.Disclosure of Managerial Remuneration:

Ratio of remuneration of each Director to the median remuneration of the employees of the Company for FY 2024¬
25 as well as the percentage increase in remuneration of each Director, Chief Financial Officer and Company
Secretary is as under:

Name of Director/ Key Managerial Personnel	Ratio to median remuneration	% increase in remuneration over previous year
Mrs. Guddi Makhija - (Non-Executive Directors) (Resigned on August 23, 2025)	3.90:1	16.67%
Mr. Mahesh Makhija - (Executive Directors)	46.80:1	0.00%
Mrs. Sejal Mhatre (CFO)	3.81:1	9.05%
Mrs. Toral Jailesh Bhadra (Company Secretary)	1.67:1	53.06%

A. Percentage increase in the median remuneration of employees in FY 2024-25: 30.70%

B. Number of permanent employees on the rolls of the Company as on March 31, 2025: 89

C. Comparison of average percentile increase in salary of employees other than the managerial personnel and
the percentile increase in the managerial remuneration:

Particulars	% change in remuneration
Average increase in salary of employees (other than managerial personnel)	36.79%
Average increase in remuneration of managerial personnel	19.54%

Affirmation: It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other
employees is as per the Remuneration Policy of the Company.

45. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty	NONE

Punishment
Compounding
B. DIRECTORS
Penalty	NONE
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty	NONE
Punishment
Compounding

46. GENERAL:

a) 8^th Annual General Meeting

Date	Time	Venue
29th September, 2025	11:00 AM	through Video Conferencing or Other Audio Visual means

b) Financial Calendar for the year 2024-2025

Financial year	1st April, 2024 to 31st March, 2025 (both days inclusive)
Book Closure Dates	23-09-2025 to 29-09-2025

c) Listing of Equity Shares on Stock Exchange and Stock Codes

Listing on Stock Exchange:

NSE Limited ("NSE")

Exchange Plaza, C-1, Block-G,

Bandra-Kurla Complex, Bandra (E),

Mumbai-400051

d) Location and time, where Annual General Meeting (AGM) for the last 3 years were held is given below:

Financial Year	AGM	Date	Time	Location
2023-24	7th	Friday , September 27, 2024	02.00 p.m.	Through Video Conferencing or Other Audio Visual means
2022-23	6th	Monday, September 25, 2023	11.00 a.m.	Through Video Conferencing or Other Audio

				Visual means
2021-22	5th	Wednesday, September 14, 2022	11.00 a.m.	A1 A2/B1 B2, Navkala Bharti Bldg Plot No 16, Prabhat Colony, Opp Near Santacruz Bus Depot, Santacruz East, Mumbai 400055.

e) Stock Market Date and their Performance v/s S&P NSE Sensex

The high/low of the market price of the shares of the Company is as follows:

Month	NSE (Rs.)
	High	Low
April-2024	122	102.55
May-2024	117.3	96.1
June-2024	144.9	90.25
July-2024	153.9	112.75
August-2024	142.3	107.75
September-2024	141.7	120.3
October-2024	123	103.15
November-2024	118	102
December-2024	123.5	100.6
January-2025	120	101.4
February-2025	113.4	93.2
March-2025	110	72.35

f) Registrar And Share Transfer Agent (RTA):
Bigshare Services Private Limited

Office No. S6-2, 6th Floor Pinnacle Business Park,
Next to Ahura Centre Mahakali Caves Road,
Andheri (East).

Tel: [phone].

Website: https://www.bigshareonline.com/

Share transfer system:

The Board has the authority for approving transfer, transmission of the Company''s securities. The Company ensures
that the Annual Compliance Certificate pursuant to regulations 40(9) and 40 (10) of the SEBI Listing Regulations are
filed with the Stock Exchanges.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide
Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities
(except in case of transmission or transposition of securities) cannot be processed from April 1, 2019 unless the
securities are held in the dematerialized form with the depositories.

The Board appreciates that all the members are holding shares in dematerialized form.

Distribution of shareholding:

Nominal Value of Shares: Rs. 10

Category (Shares)	Shareholders		Shares
	Number	%	Number	%
1-5000	4	0.2582	1600	0.0009
5001- 10000	972	62.7502	9720000	5.4454
10001-20000	236	15.2356	4720000	2.6443
20001-30000	92	5.9393	2760000	1.5462
30001-40000	52	3.3570	2080000	1.1653
40001-50000	44	2.8405	2200000	1.2325
50001-100000	68	4.3899	5310000	2.9748
100001 and above	81	5.2292	151708400	84.9907
Total	1549	100.00	1,78,50,000	100.0000

g) Dematerialization of Shares:

The Company''s shares are required to be compulsorily traded on Stock Exchanges in dematerialized form. The
number of shares as on 31^st March, 2025 held in dematerialized and physical form are as under:

Particulars	No. of Shares	%
NSDL	14591960	81.75
CDSL	3258040	18.25
Physical	0	0
Total	17850000	100.00

h) Compliance with mandatory and non-mandatory requirements of the Listing Regulations:

The Company has complied with all mandatory requirements of Listing Regulations and has not adopted any non¬
mandatory requirements which are not applicable to the Company.

47. CORPORATE GOVERNANCE:

The Company does not fall under purview of Regulations of Corporate Governance.

Pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the
provisions of reporting of Corporate Governance as specified in Regulation 27 (2) is not applicable to the Company,
as it is SME Listed Company.

Though the Corporate Governance is not applicable to the Company, the Company has given certain disclosures as
a practice of good corporate governance.

48. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from
the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the
Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

By Order of the Board of Directors

For QMS MEDICAL ALLIED SERVICES LIMITED

SD/-

Mahesh Makhija
DIN:02700606
Managing Director

Date: August 29, 2025
Place: Mumbai

---

Mar 31, 2024

Your Directors take pleasure in presenting their Seventh Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March, 2024 (period under review).

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY:

The summary of standalone financial highlights for the financial year ended March 31, 2024 and the previous financial year ended March 31, 2023 is given below:

Particulars	2023-24	2022-23
Total revenue for the year	12,258.36	10,478.19
Profit before depreciation, exceptional Items & Taxes	1567.59	977.76
Depreciation for the year	(344)	(107.23)
Profit before exceptional items	1223.59	870.53
Exceptional items	-	-
Profit/(loss) before tax	1223.59	870.53
Tax for the year (including deferred tax -net)	(323.34)	(232.68)
Net profit / (loss)	900.24	637.84

FINANCIAL PERFORMANCE:

The Total Income of the Company stood at Rs. 1,22,58,36,080 for the year ended March 31, 2024 as against Rs. 1,04,78,18,599/- in the previous year. The Company has a Net Profit of Rs. 9,00,24,151 for the year ended March 31, 2024 as compared to the Net Profit of Rs. 6,37,84,340/- in the previous year.

2. CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its Financial Statements for the financial year ended 31st March, 2024 as the Company does not have any subsidiary or associate or joint venture Company.

3. DIVIDEND:

The Board at its meeting held on May 23, 2024 has recommended Dividend of Rs. 0.50 (i.e. 5%) per equity share of 10/- each for the financial year 2023-24. The dividend pay-out is subject to the approval of the shareholders at ensuing Annual General Meeting.

The Record date fixed for determining entitlement of Members to final dividend for the financial year ended 31st March, 2024 is Friday, 20^th September, 2024. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, 21^st September, 2024. to Friday, 27^th September, 2024 (both days inclusive) in terms of the provisions of Section 91 of the Companies Act, 2013.

Dividend of Rs. 0.50 (i.e. 5%) per equity share of 10/- each was declared and paid for the financial year 2022-23.

4. SHARE CAPITAL

• Authorised Capital

The Authorised Share Capital of the Company as on 31st March, 2024 is Rs. 23,00,00,000/- (Rupees Twenty Three Crore only) divided into 2,30,00,000 (Two Crore Thirty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each.

During the Financial Year, the Authorized Share Capital of the Company is increased from existing Rs. 18,00,00,000/- (Rupees Eighteen Crore only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) to Rs. 23,00,00,000/- (Rupees Twenty Three Crore only) divided into 2,30,00,000 (Two Crore Thirty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each by way of Postal Ballot through remote evoting on Saturday, December 16, 2023.

• Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and Paid up Capital of the Company as at 31st March, 2024 is Rs. 17,85,00,000/- (Rupees Seventeen Crores Eighty Five Lakhs Only) divided into 1,78,50,000 (One Crore Seventy Eight Lakhs Fifty Thousand) Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each.

Any issue of securities made during the year are as follows:

• Issue of shares or other convertible securities - Nil

• Issue of equity shares with differential rights - Nil

• Issue of Sweat Equity Shares - Nil

• Details of Employee Stock Options - Nil

• Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees - Nil

• Issue of debentures, bonds or any non-convertible securities- Nil

• Issue of warrants - Nil

• Issue of Bonus Shares - Nil

During the year under review, the Company vide its Board meeting dated 2nd February, 2024 has passed the resolution for Issuance of 7,50,000 Share warrants on Preferential basis and 22,69,000 Equity shares on Preferential basis. Further the Company vide Special Resolution passed in its Extra Ordinary General Meeting held on 26th February, 2024, approved the Issuance of 7,50,000 Share warrants on Preferential basis and 22,69,000 Equity shares on Preferential basis. Later, the Application was withdrawn voluntarily by the Company prior to Inprinciple approval of NSE. The application was withdrawn voluntarily as the objective of preferential issue was to utilize such funds for acquisitions and the funds were arranged from other sources.

5. DETAILS OF LOCK - IN OF SHARES:

In line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, below are the details of the lock-in Shares of the Company held by Promoters and Public Shareholders:

Name of the Shareholder	Category	Quantity	Lock-in till one year (22-102023)	Lock-in for three years (2210-2025)
Mr. Mahesh Pahalraj Makhija	Promoter	1,28,48,840	92,78,840	35,70,000
Mrs. Guddi Mahesh Makhija	Promoter group	1,50,500	1,50,500	0
Ms. Diti Mahesh Makhija	Promoter group	1,50,500	1,50,500	0
Mr. Arul Dhass David	Public Shareholder	40	40	0
Mr. Abhishek Tiwari	Public Shareholder	40	40	0
Mr. Koushik Thakurta	Public Shareholder	40	40	0

Mr. Charles James

Public Shareholder

40

40

0

6. TRANSFER TO RESERVE:

The Company has not transferred any amount to the General Reserves during the year.

7. UNPAID DIVIDEND & IEPF:

The Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF).

8. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report as an Annexure V and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

9. ALTERATION IN MEMORANDUM OF ASSOCIATION:

The Company has altered its Memorandum of Association by increasing its Authorised Share Capital of the company from Rs. 18,00,00,000/- (Rupees Eighteen Crore only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 23,00,00,000/- (Rupees Twenty Three Crore only) divided into 2,30,00,000 (Two Crore Thirty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each by way of Postal Ballot through remote evoting on Saturday, December 16, 2023.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) Composition & Constitution of Board of Directors:

The Board of Directors as on date comprises of following Directors:

	Sr. No.	Name		DIN/ PAN	Designation
	1.	Mr. Mahesh Makhija	Pahalraj	02700606	Chairman, Managing Director
	2.	**Mrs. Guddi Makhija (Resigned on August 23, 2024)		08837871	Non-Executive Director
	3.	Mr. Prajwal Poojari	Jayasheela	07480513	Non-Executive Independent Director

4.	Mr. Niken Ravin Shah	07604022	Non-Executive Independent Director
5.	*Mr. Deena Nath Pathak (Appointed as Additional Non-Executive NonIndependent Director on August 23, 2024	02104727	Non-Executive Director

(b) Composition & Constitution of Key Managerial Personnel:

The Key Managerial Personnels as on date comprises of following:

Sr.	Name	DIN/ PAN	Designation
1.	Mrs. Toral Jailesh Bhadra	BNJPG6249Q	Company Secretary and Compliance Officer
2.	Mrs. Sejal Vivek Mhatre	ASLPM7957P	Chief Financial Officer

*After the end of financial year, the Company has appointed Mr. Deena Nath Pathak (DIN: 02104727) as an Additional Non-Executive Director in the Board Meeting held on August 23, 2024.

**Mrs. Guddi Makhija (DIN: 08837871), Non-Executive Director, has resigned from the Board w.e.f August 23, 2024

(c) Retirement by Rotation of the Directors

Independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

The Act mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation.

In terms of Section 152 of the Companies Act, 2013, Mr. Mahesh Makhija Makhija (DIN: 02700606), retire by rotation and being eligible offer themselves for re-appointment at the 7th Annual General Meeting of the company scheduled to be held on Friday, September 27, 2024.

11. RECONCILIATION OF SHARE CAPITAL AUDIT :

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the quarterly reconciliation of the total Share capital held with the National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed share capital and the report thereon is submitted to the National Stock Exchange of India Limited. The report, inter alia, confirms that the number of shares issued, listed on the Stock exchange and that held in demat mode are in agreement with each other.

12. Independent Directors :

(a) Declaration by Independent Directors

Independent Directors have provided their confirmation, that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013. An Independent Director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for the next five years on the passing of a special resolution by the Company.

(b) Changes in Independent Director

There are no changes in the Independent Director during the year 2023-24.

(c) Familiarisation Programme for Independent Directors:

The Company through its Executive Directors / Senior Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. Such programs / presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company''s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The programs / presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities.

The Company circulate news and articles related to the industry on a regular basis and may provide specific regulatory updates from time to time and The Company conduct an introductory familiarization program / presentation, when a new Independent Director comes on the Board of the Company.

(d) Meetings

During the year under review, the Independent Directors met for 01(one) time. The details of Board Meeting held and participation of Directors thereat is enumerated as below:

Sr. No.	Date of meeting	Total No. of Independent	No. of	% of Attendance
		Directors on the	Independent
		Date of Meeting	Directors attended
1	31-03-2024	02	02	100.00

13. MEETINGS:

During the year under review, the Board of your Company met Eight (8) times in the year 2023-2024. The details of Board Meeting held and participation of Directors thereat is enumerated as below:

Sr. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	26-05-2023	04	04	100.00
2	09-08-2023	04	04	100.00
3	29-08-2023	04	04	100.00
4	25-09-2023	04	02	50.00
5	13-11-2023	04	04	100.00
6	23-01-2024	04	04	100.00
7	02-02-2024	04	04	100.00
8	13-02-2024	04	04	100.00

The details of Board Meetings held from April 01, 2023 to March 31, 2024 and attendance of each Director thereat is as follows:

Sr. No.	Name of Member	the Board	No. of Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Mahesh	Pahalraj	08	08	100

	Makhija
2.	Guddi Makhija	08	08	100
3.	Niken Ravin Shah	08	07	87.5
4.	Prajwal Jayasheela Poojari	08	07	87.5

14. COMMITTEES OF BOARD:

As on 31^st March, 2024 the Composition of Audit Committee is as follows:

i. AUDIT COMMITTEE:

• Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director

• Ms. Guddi Makhija - Member, Non - Executive Director

• Mr. Niken Ravin Shah - Member, Non-Executive Independent Director

As on date the Committee was reconstituted on 23^rd August, 2024, the Composition of Committee is consisting of the following members:

• Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director

• Mr. Deena Nath Pathak - Member, Non - Executive Director

• Mr. Niken Ravin Shah - Member, Non-Executive Independent Director

The Committee was reconstituted due to resignation of Ms. Guddi Makhija and appointment of Mr. Deena Nath Pathak as a Non Executive Director with effect from 23^rd August, 2024.

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee met Four (4) times during the financial year ended 31^st March, 2024.

Sr. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	26-05-2023	03	03	100%
2	09-08-2023	03	03	100%
3	13-11-2023	03	03	100%

4

13-02-2024

03

03

100%

The details of Audit Committee Meetings held from April 01, 2023 to March 31, 2024 and attendance of each Director thereat is as follows:

Sr. No.	Name of the Committee Member	No. of Committee Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Niken Ravin Shah	04	04	100%
2.	Prajwal Jayasheela Poojari	04	04	100%
3.	Guddi Makhija	04	04	100%

The Committee is governed by a terms of reference, which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of our Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to our Board for approval, with particular reference to:

• Matters required to be included in the Director''s Responsibility Statement, to be included in our Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions; and

• modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to our Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to our Board to take up steps in this matter;

7. Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

8. Approval of any subsequent modification of transactions of our Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of our Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to our Board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern;

17. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. Reviewing the functioning of the whistle blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.]

22. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

23. Carrying out any other function as may be mentioned in the terms of reference of the Audit Committee.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary acts as the Secretary to the Committee.

As on 31^st March, 2024 the Composition of Nomination and Remuneration Committee is as follows:

• Mr. Niken Ravin Shah - Chairman, Non-Executive Independent Director

• Mr. Prajwal Jayasheela Poojari - Member, Non-Executive Independent Director

• Ms. Guddi Makhija - Member, Non - Executive Director

As on date the Committee was reconstituted on 23^rd August, 2024, the Composition of Committee is consisting of the following members:

• Mr. Niken Ravin Shah - Chairman, Non-Executive Independent Director

• Mr. Prajwal Jayasheela Poojari - Member, Non-Executive Independent Director

• Mr. Deena Nath Pathak - Member, Non - Executive Director

The Committee was reconstituted due to resignation of Ms. Guddi Makhija and appointment of Mr. Deena Nath Pathak as a Non Executive Directorwith effect from 23^rd August, 2024.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

During the year, the committee met once with full attendance of all the members. The composition of the Nomination and Remuneration Committee as of March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Sr.N0	Date of meeting	Total No. of Directors on the Date of Meeting	No.of Directors attended	%of Attendance
1	31-03-2024	03	03	100%

Sr. No.	Name of the Committee Member	No. of Committee Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Mr. Niken Ravin Shah	01	01	100
2.	Mr. Prajwal Jayasheela Poojari	01	01	100
3.	Ms. Guddi Makhija	01	01	100

The terms of reference of the Committee inter alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to our Board a policy relating to the remuneration of the Directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) use the services of an external agencies, if required;

b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) consider the time commitments of the candidates

3. Formulation of criteria for evaluation of independent Directors and our Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to our Board their appointment and removal;

6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

As on 31^st March, 2024 the Composition of Stakeholders'' Relationship Committee is as follows:

• Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director

• Ms. Guddi Makhija - Member, Non - Executive Director

• Mr. Niken Ravin Shah - Member, Non-Executive Independent Director

As on date the Committee was reconstituted on 23^rd August, 2024, the Composition of Committee is consisting of the following members:

• Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director

• Mr. Deena Nath Pathak - Member, Non - Executive Director

• Mr. Niken Ravin Shah - Member, Non-Executive Independent Director

The Committee was reconstituted due to resignation of Ms. Guddi Makhija and appointment of Mr. Deena Nath Pathak as a Non Executive Director with effect from 23^rd August, 2024.

The Company has Stakeholders'' Relationship Committee, as per Section 178 (5) of Companies Act, 2013.

During the year, the committee met once (1) time with full attendance of all the members. The composition of the Stakeholders'' Relationship Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Sr. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	31-03-2024	3	3	100%

Sr. No.	Name of the Committee Member	No. of Committee Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Mr. Niken Ravin Shah	1	1	100
2.	Mr. Prajwal Jayasheela Poojari	1	1	100
3.	Ms. Guddi Makhija	1	1	100

The terms of reference of the Committee are:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, there were no complaints received from shareholder on SCORES. There are no balance complaints. The Company had no share transfers pending as on March 31, 2024.

15. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment and relationship

with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual Directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual Directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

16. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company https://qmsmas.com/

17. VARIOUS POLICIES OF THE COMPANY:

The Company has formulated and implemented various policies pursuant to the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which is available on the Company''s website https://qmsmas.com/Policies.html.

The policies are reviewed periodically by the Board and updated based on need and requirements:

POSH Policy	This policy has been framed in accordance with the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules framed thereunder (hereinafter "the Act") and provides protection against sexual harassment of women at workplace and the prevention and redressal of complaints of sexual harassment and matters related to it.
Nomination and Remuneration Policy	This Policy has been framed for the Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel and provides a framework based on which human resources management aligns their recruitment plans

	for strategic growth of the Company.
Preservation of Documents and Archival Policy	This policy has a strategic objective of ensuring that significant documents as specified in this policy are safeguarded and preserved to ensure longevity of such documents.
Policy Determination Materiality Disclosures Event Information	This policy applies for determining and disclosing material events taking place in the Company.
Code of Conduct for Non-Executive Directors	The code of conduct for Non-Executive Directors to ensure the compliance of applicable laws, avoid conflict of interest and determine their duties in the company.
Terms and Condition for Appointment of Independent Director	The policy provides framework that regulates the appointment, re-appointment of Independent directors and defines their roles, responsibilities and powers.
Dividend Policy	The policy contains recommendation, declaration and payment of dividends
Vigil Mechanism	This policy establishes a Vigil Mechanism (Whistle Blower Mechanism) that provides a channel to the employees and Directors of the Company to report to the Management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The vigil mechanism is required to provide adequate safeguards against victimization of persons who use such mechanisms.
Code of Practices and Procedures - UPSI	The code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information without advantage to any particular person(s).
CSR POLICY	The objective of the CSR Policy ("Policy") is to lay down the guiding principles in undertaking various Programs and projects by or on behalf of the company relating to Corporate Social Responsibility ("CSR")

18. AUDITORS:

i. Statutory Auditor:

The company in the Annual General Meeting to be held on September 27, 2024, will appoint M/s. H.H. Dedhia & Associates, Chartered Accountants, (ICAI Firm Registration No. 148213W) as the Statutory Auditor of the Company for the period for 5 years who shall hold office from the 7th Annual General Meeting to be held on September 27, 2024 till the conclusion of 12th Annual General Meeting to be held in the year 2029 in respect of the financial years beginning from April 01, 2024 and ending with March 31, 2029.

The notes on financial statements referred to in the Auditors Report are self explanatory and do not call for any further comments and explanations. The Auditors'' Report does not contain any qualification, reservation or adverse remark. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013.

The Statutory Audit Report for the F.Y. 2023-24 does not contain any qualification, reservation or adverse remark. The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year ended 31^st March, 2024. The Auditors'' Report for the Financial Year ended 31^st March, 2024 on the financial statements of the Company is a part of this Annual Report.

ii. Secretarial Auditor:

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 has appointed Mr. Maharshi Rajesh Ganatra (Practicing Company Secretary) having Membership No. F11332 and Certificate of Practice No. 14520 representing Maharshi Ganatra & Associates, Practicing Company Secretary Firm, to undertake the Secretarial Audit of the Company for the F.Y. 2023-24 in the Board Meeting held on May 23, 2024.

The Secretarial Audit Report for the Financial Year 2023-24 does not contain any observations, qualifications and adverse remarks.

The Secretarial Audit Report in Form MR-3 for F.Y. 2023-24 is annexed herewith as "Annexure I" to the Board''s Report.

iii. Cost Auditor:

Appointment of Cost Auditor is not applicable to the Company.

iv. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014, the company has appointed M/s Khushbu Parekh & Co., Chartered Accountants (having Firm Registration No.: 145191W), as an Internal Auditor for the Financial Year 2023-2024 in the Board Meeting held on May 26, 2023.

19. MAINTENANCE OF COST RECORDS:

The maintenance of cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

20. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. Affirmation is also given that no personnel has been denied access to the audit committee.

The Vigil Mechanism policy is displayed on the website of the company, viz https://qmsmas.com/prospectus/Vigil mechanism.pdf

21. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded and reported.

22. RISK ASSESSMENT AND MANAGEMENT:

The Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. The Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

23. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate companies.

The Company had entered into Share Purchase Agreement on February 15, 2024 read with the Amendment Letter dated July 4, 2024 to acquire the shares of Saarathi Healthcare Private Limited for a consideration of Rs. 45,00,00,540/- (Rupees Forty-Five Crore and Five Hundred and Forty Only) in Tranches.

Further on July 5, 2024, the Company has acquired 51% stake of Saarathi Healthcare Private Limited and will now be considered as the Subsidiary of the Company.

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings, respectively.

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

i. Conservation of Energy:

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption:

a) The efforts made towards technology absorption - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

• the details of technology imported;

• the year of import;

• whether the technology been fully absorbed;

• if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign Exchange earnings and outgo:

Foreign Exchange used - Rs. 10,91,03,850/-Foreign Exchange earning - NIL

26. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

28. DEPOSITS:

The Company has not invited /accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

29. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

30. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial year i.e. 31st March, 2024, to which the Financial Statements relate and the date of the report, if any, disclosed in separate respective head.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt of any complaint of sexual harassment during the year.

32. CHANGES IN NATURE OF BUSINESS:

There was no change in nature of Business during the year.

33. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) is embedded in long term business strategy of company. The company is committed to local community and society at large. With the companies Act, 2013 mandating the corporate to contribute towards social development and welfare of society, the company''s CSR initiatives help to elevate the quality of the life of the people. The provisions of Section 135 of the Companies Act, 2013 read with rule 9 of Companies (Corporate Social Responsibility Policy) Rules 2013 (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), are applicable to the company.

During the year under review the Committee met twice during the year i.e on May 26, 2023 and March 28, 2024. The details of the Meeting are as follows:

Sr. No.	Name of Director	Designation/ Nature of	Number of	Number of
		Directorship	meetings of CSR	meetings of CSR

			Committee held during the year	Committee attended during the year
1	Niken Ravin Shah (DIN: 07604022)	Independent Director, Chairman	2	2
2	Mahesh Pahalraj Makhija (DIN: 02700606)	Managing Director, Member	2	2
3	Prajwal J. Poojari (DIN: 07480513)	Independent Director, Member	2	2

A. Composition of the CSR committee of the board:

There has been no change in the constitution of CSR Committee during the year. Following are the details of members of CSR Committee:

Name of the Directors	Nature of Directorship	Designation in Committee
Niken Ravin Shah	Independent Director	Chairman
Mahesh Pahalraj Makhija	Managing Director	Member
Prajwal J. Poojari	Independent Director	Member

B. Average net profit of the company for last three Financial Years for the purpose of computation of CSR is Rs 12,68,96,734.96/-.

C. CSR expenditure for Financial Year 2023-2024 is two per cent of the average net profits of the company made during the three immediately preceding financial years: Rs. 25,37,934.70/-.

D. Details of CSR spent during the Financial year:

• Total amount to be spent in the Financial year - Rs. 25,37,934.70/-.

• Excess Amount Spent last year - Rs. 25,234.86

• Expendiiture done this year - Rs. 25,25,400 which was spent as under:

Rs. 12,700/- towards Shri Mandev Suri Jain Gaushala Sewa Samiti, Rs.12,700 for PM Cares Fund and Rs. 25,00,000 towards K P Sanghvi Charitable Trust.

• Amount unspent during the Financial Year - Nil

• Manner in which the amount spent in the Financial year:

S. No.	CSR project or activity identified	Sector in which the project is covered	Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken	Amount outlay (budget) project or Programs wise (Amount in INR)	Amount spent: Direct or through Implementing agency (give details of implementing agency) (Amount in INR)
1	Donation	Animal Welfare	Rajasthan	12,700/-	Shri Mandev Suri Jain Gaushala Sewa Samiti
2	Donation	Promoting health care including preventive health care	Maharsahtra	25,00,000/-	K P Sanghvi Charitable Trust (CSR00002956)
3	Donation	Contribution to Prime Minister''s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund)	NA	12,700	PM Cares Fund (Direct)

E. The Annual Report on CSR Activities is annexed herewith as Annexure II

34. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

No application is made during the Financial Year 2023-24 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

35. LISTING FEES:

The listing fees payable for the Financial Year 2023- 24 has been paid to National Stock Exchange of India Limited within due date.

36. HUMAN RESOURCES:

Your Company considers people as its biggest assets and ''Believing in People'' is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees seek to ensure that business world values and principles are understood by all and are the reference point in all people matters.

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.

As on March 31, 2024, the Company had only 114 employees.

37. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have 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 at the end of the financial year and of the profit/loss of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

38. OTHER DISCLOSURES:

i. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights as to dividend, voting or otherwise and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

ii. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

iii. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT.2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

iv. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

v. OTHER DISCLOSURES WITH RESPECT TO REGULATION 62 OF THE COMPANIES ACT, 2013:

The Company vide its Board meeting dated February 02, 2024 has passed the resolution for Issuance of 7,50,000 Share warrants on Preferential basis and 22,69,000 Equity shares on Preferential basis. Further the Company vide Special Resolution passed in its Extra Ordinary General Meeting held on February 26, 2024, approved the Issuance of 7,50,000 Share warrants on Preferential basis and 22,69,000 Equity shares on Preferential basis.

However, the Application was withdrawn voluntarily by the Company prior to Inprinciple approval of NSE, as the objective of preferential issue was fulfllied by the Company from other sources.

39. REPORTING OF FRAUD:

The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

40. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

41. SHAREHOLDING OF DIRECTORS AS ON MARCH 31, 2024:

No other Director (except as mentioned below) holds any shares in the Company. The Company has not issued any convertible instruments

Sr. No.	Name of the Directors	Shareholding at the beginning	Shareholding at the end of
		of the year	the year.
1.	Mahesh Makhija Managing Director	1,28,48,840 (71.98%)	1,28,48,840 (71.98%)
2.	Guddi Makhija	1,50,500 (0.84%)	1,50,500 (0.84%)
	Non-Executive Director

42. BOARD-SKILLS/EXPERTISE/COMPETENCIES:

The Board of directors based on the recommendations of the Nomination and Remuneration Committee, identified the following core skills/expertise/competencies of Directors as required in the context of business of the Company for its effective functioning:

Sr. No	Skills/Expertise/Competencies
1	Leadership qualities
2	Industry knowledge and experience
3	Understanding of relevant laws, rules and regulations
4	Financial Expertise
5	Risk Management

Following are the details of the skills and competence possessed by the Board of Directors:

Sr.No	Name of Directors	Leadership qualities	Industry knowledge and experience	Understanding of relevant laws, rules and regulations	Financial Expertise	Risk Management
1	Mahesh Makhija	Expert	Expert	Expert	Expert	Expert
2	Prajwal Poojari	Expert	Expert	Expert	Expert	Expert
3	Niken Shah	Expert	Expert	Expert	Expert	Expert

4

Guddi Makhija

Expert

Expert

Expert

Expert

Expert

The identified skills / competences are broad-based and marking of ''Proficient'' against a particular member does not necessarily mean the member does not possess the corresponding skills / competences.

43. DETAILS OF REMUNERATION TO ALL THE DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Name of the Directors	Salary, Allowance, perquisites and other benefits	Performance- linked Income/Bonus/Co mmission Paid/Payable	Stock Option	Pension	Sitting Fees Paid
Mr. Mahesh Makhija	1,68,00,000	-	-	-	-
Mrs. Guddi Makhija	12,00,000	-	-	-	-
Mr. Niken Ravin Shah	-	-	-	-	1,60,000
Mr. Prajwal Jayasheela Poojari	-	-	-	-	1,60,000

i. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Sr.No	Particulars of Remuneration	Remuneration in (Rs.) till the date of employment
		Company Secretary (Toral Bhadra)	CFO (Sejal Mhatre)	Total
1	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	3,92,000	12,52,735	16,44,735
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary undersection

	17(3) Income-tax Act, 1961
2	Stock Option		-	-
3	Sweat Equity		-	-
4	Commission - as % of profit - others, specify...
5	Others, please specify	-	-	-
	Total	3,92,000	12,52,735	16,44,735

ii.Disclosure of Managerial Remuneration:

Ratio of remuneration of each Director to the median remuneration of the employees of the Company for FY 202324 as well as the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary is as under

Name of Director/ Key	Ratio to median remuneration	% increase in remuneration
Managerial Personnel		over previous year
Mrs. Guddi Makhija -	4.48:1	0.00%
(Non-Executive Directors)
Mr. Mahesh Makhija -	62.66:1	42.86%
(Executive Directors)
Mrs. Sejal Mhatre (CFO)	4.67:1	18.58%
Mrs. Toral Jailesh Bhadra (Company Secretary)	1.46:1	44.90%

A. Percentage increase in the median remuneration of employees in FY 2023-24: 4.06%

B. Number of permanent employees on the rolls of the Company as on March 31, 2024: 67

C. Comparison of average percentile increase in salary of employees other than the managerial personnel and the percentile increase in the managerial remuneration:

Particulars	% change in remuneration
Average Decrease in salary of employees (other than	54.82
managerial personnel)
Average increase in remuneration of managerial personnel	63.22%

*Remuneration of KMP is not included for calculation of median remeuneration for the fair assessment.

Affirmation: It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees is as per the Remuneration Policy of the Company.

44. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty Punishment Compounding	NONE
B. DIRECTORS
Penalty Punishment Compounding	NONE
C. OTHER OFFICERS IN DEFAULT
Penalty	NONE
Punishment Compounding

45. GENERAL:

a) 7^th Annual General Meeting

Date	Time	Venue
27th September, 2024	02:00 PM	through Video Conferencing or Other Audio Visual means

b) Financial Calendar for the year 2023-2024

Financial year	1st April, 2023 to 31st March, 2024 (both days inclusive)
Book Closure Dates	21-09-2024 to 27-09-2024

c) Listing of Equity Shares on Stock Exchange and Stock Codes

Listing on Stock Exchange:

NSE Limited ("NSE")

Exchange Plaza, C-1, Block-G,

Bandra-Kurla Complex, Bandra (E),

Mumbai-400051

d) Location and time, where Annual General Meeting (AGM) for the last 3 years were held is given below:

Financial Year	AGM	Date	Time	Location
2022-23	6th	Monday, September 25, 2023	11.00 a.m.	Through Video Conferencing or Other Audio Visual means
2021-22	5th	Wednesday, September 14, 2022	11.00 a.m.	A1 A2/B1 B2, Navkala Bharti Bldg Plot No 16, Prabhat Colony, Opp Near Santacruz Bus Depot, Santacruz East, Mumbai 400055.
2020-21	4th	Wednesday, September 15, 2021	11.00 a.m.	A1 A2/B1 B2, Navkala Bharti Bldg Plot No 16, Prabhat Colony, Opp Near Santacruz Bus Depot, Santacruz East, Mumbai 400055.

Details of Resolutions passed via Postal Ballot Notice dated November 13, 2023

During the Financial Year 2023-24, the Authorized Share Capital of the Company is increased from existing Rs. 18,00,00,000/- (Rupees Eighteen Crore only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) to Rs. 23,00,00,000/- (Rupees Twenty Three Crore only) divided into 2,30,00,000 (Two Crore Thirty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each by passing of an Ordinary Resolution by way of Postal Ballot through remote evoting on Saturday, December 16, 2023.

e) Stock Market Date and their Performance v/s S&P NSE Sensex

The high/low of the market price of the shares of the Company is as follows:

Month	NSE (Rs.)
	High	Low
April-2023	168.95	127.5
May-2023	153.6	130
June-2023	158.7	121.5
July-2023	158.85	137.6
August-2023	177.8	140
September-2023	152	130
October-2023	172	132
November-2023	151.35	138.8
December-2023	144.9	125.05
January-2024	184.6	118
February-2024	189	133
March-2024	148	113.15

f) Registrar And Share Transfer Agent (RTA):

Bigshare Services Private Limited

Office No. S6-2, 6th Floor Pinnacle Business Park,

Next to Ahura Centre Mahakali Caves Road,

Andheri (East).

Tel: [phone].

Website: https://www.bigshareonline.com/

Share transfer system:

The Board has the authority for approving transfer, transmission of the Company''s securities. The Company ensures that the Annual Compliance Certificate pursuant to regulations 40(9) and 40 (10) of the SEBI Listing Regulations are filed with the Stock Exchanges.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities

(except in case of transmission or transposition of securities) cannot be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories.

The Board appreciates that all the members are holding shares in dematerialized form.

Distribution of shareholding:

Nominal Value of Shares: Rs. 10

Category (Shares)	Shareholders		Shares
	Number	%	Number	%
1-500	4	0.2522	160	0.0009
501- 1000	980	61.7907	9,80,000	5.4902
1001-2000	267	16.8348	5,34,000	2.9916
2001-3000	114	7.1879	3,42,000	1.9160
3001-4000	44	2.7743	1,76,000	0.9860
4001-5000	34	2.1438	1,70,000	0.9524
5001-10000	67	4.2245	5,17,000	2.8964
10001 and above	76	4.7919	1,51,30,840	84.7666
Total	1586		1,78,50,000	100.0000

g) Dematerialization of Shares:

The Company''s shares are required to be compulsorily traded on Stock Exchanges in dematerialized form. The number of shares as on 31^st March, 2024 held in dematerialized and physical form are as under:

Particulars	No. of Shares	%
NSDL	14614960	81.88
CDSL	3235040	18.12
Physical	0	0
Total	17850000	100.00

h) Compliance with mandatory and non-mandatory requirements of the Listing Regulations:

The Company has complied with all mandatory requirements of Listing Regulations and has not adopted any nonmandatory requirements which are not applicable to the Company.

46. CORPORATE GOVERNANCE:

The Company does not fall under purview of Regulations of Corporate Governance.

Pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the provisions of reporting of Corporate Governance as specified in Regulation 27 (2) is not applicable to the Company, as it is SME Listed Company.

Though the Corporate Governance is not applicable to the Company, the Company has given certain disclosures as a practice of good corporate governance.

47. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

By Order of the Board of Directors

For QMS MEDICAL ALLIED SERVICES LIMITED

SD/- SD/-

Mahesh Makhija Niken Ravin Shah

DIN:02700606 DIN:07604022

Managing Director Independent Director

Add: 1101, Magnolia, 8th Road, Near V N Add: A/1003, Building No 36, Pant Nagar

Desai Hospital, Golibar, Mumbai, Saphalya Chs Ltd, Pantnagar , Sahakar

Maharashtra, 400055 Market Road , Ghatkopar East, Mumbai,

Maharashtra, India 400075

Date: August 29, 2024 Place: Mumbai

---

Mar 31, 2023

The Directors take pleasure in presenting their Sixth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2023 (period under review).

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY:

The summary of standalone financial highlights for the financial year ended March 31, 2023 and the previous financial year ended March 31, 2022 is given below:

Amount in lakhs.
Particulars	2022-23	2021-22
Total revenue for the year	10,478.19	14,774.77
Profit before depreciation, exceptional Items & Taxes	977.76	1,562
Depreciation for the year	(107.23)	(116.26)
Profit before exceptional items	870.53	1,445.74
Exceptional items	-	-
Profit/(loss) before tax	870.53	1,445.74
Tax for the year (including deferred tax -net)	(232.68)	(377.05)
Net profit / (loss)	637.84	1,068.68

FINANCIAL PERFORMANCE:

The Total Income of the Company is Rs. 1,04,78,18,598.99/- for the year ended March 31, 2023 as against Rs. 1,47,74,76,975.17/- in the previous year. The Company has a Net Profit of Rs. 6,37,84,340.28/- for the year ended March 31, 2023 as compared to the Net Profit of Rs. 10,68,68,280.06/- in the previous year.

There was slight decrease in Total Income of the Company from the previous year, Due to changes in Government Policies (194R), which affected the sale of high value of medical devices.

2. CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its Financial Statements for the financial year ended 31st March, 2023 as the Company does not have any subsidiary or associate or joint

venture Company.

3. DIVIDEND:

The Board at its meeting held on May 26, 2023 has recommended Dividend of Rs. 0.50 (i.e. 5%) per equity share of Rs. 10/- each for the financial year 2022-23. The dividend pay-out is subject to the approval of the shareholders at ensuing Annual General Meeting. The dividend will be paid to the members whose names appear in register of members before the day of Closure of Register of Members and Share Transfer Books i.e. as on Monday, September 18, 2023.

No Dividend was paid during the previous year 2021-2022.

4. DETAILS OF INITIAL PUBLIC OFFER:

We are pleased to inform you that the Company had made an Initial Public Offer of 47,00,000 Equity Shares at the Offer Price of Rs. 121 each vide prospectus dated 15th September, 2022 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.

The IPO had received an exceptional response from the public. The issue was oversubscribed on overall basis. The Initial Public Offer was subscribed 0.88 times. The public issue subscribed 0.51 times in the retail category and 1.25 times in the NII category.

The Equity Shares of the Company got listed on the NSE Emerge with effect from 11th October, 2022.

5. SHARE CAPITAL

• Authorised Capital

The Authorised Share Capital of the Company as on 31st March, 2023 is Rs. 18,00,00,000/-(Rupees Eighteen Crore only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each.

During the Financial Year, the Authorized Share Capital of the Company is increased from existing Rs. 5,00,00,000/- (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) to 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 only) each in the Extra Ordinary General Meeting held on May 12, 2022.

• Issued. Subscribed and Paid up Capital:

The Issued, Subscribed and Paid up Capital of the Company as at 31st March, 2023 is Rs. 17,85,00,000/- (Rupees Seventeen Crores Eighty Five Lakhs Only) divided into 1,78,50,000 (One Crore Seventy Eight Lakhs Fifty Thousand) Equity Shares having face value of Rs. 10/-(Rupees Ten Only) each.

Any issue of securities made during the year are as follows:

• Issue of shares or other convertible securities - Yes

• Issue of equity shares with differential rights - NIL

• Issue of Sweat Equity Shares - Nil

• Details of Employee Stock Options - Nil

• Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees - Nil

• Issue of debentures, bonds or any non-convertible securities- Nil

• Issue of warrants - Nil

• Issue of Bonus Shares - Yes

During the year, the Company allotted and distributed 1,12,87,500 (One Crore Twelve Lakh Eighty-Seven Thousand Five Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each as bonus shares (hereinafter referred to as new shares) of an aggregate nominal value of Rs. 11,28,75,000/- (Rupees Eleven Crore Twenty-Eight Lakh Seventy-Five Thousand Only), to shareholders whose names appeared in the Register of Members of the Company on the record date i.e June 07, 2022, in the ratio of 3:1 vide Extra Ordinary Meeting held on June 09, 2022 and Board Resolution dated June 10, 2022.

During the year, the company has made fresh issue and offer for sale of 47,00,000 equity shares of the Company of face value of Rs. 10/- each, at a price of Rs. 121/-per equity share, in terms of the Company''s Prospectus dated September 15, 2022 and allotment made in the Board Meeting held on October 06, 2022.

• Dematerialization of shares:

The Company is holding 1,78,50,000 (One Crore Seventy Eight Lakhs Fifty Thousand) shares in Demat form vide MCA notification dated 10^th September, 2018 in accordance with Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014.

6. UTILIZATION OF IPO PROCEEDS:

Original Object	Original Allocation (Rs.in Lakhs)	Funds Utilised till 31st March, 2023 (Rs.in Lakhs)	Un-utilized amount (Rs.in Lakhs)	Amount of Deviation/Variation for the Financial year according to applicable object
Funding working capital requirements	2,700	2,700	0	NIL
General corporate purpose	658	658	0	NIL

Issue	30	30	0	NIL
Expenses

7. DETAILS OF LOCK - IN OF SHARES

In line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, below are the details of the lock-in Shares of the Company held by Promoters and Public Shareholders:

Name of the Shareholder	Category	Quantity	Lock-in till one year(06-10-2024)	Lock infor three years (06- 102026)
Mr. Mahesh Pahalraj Makhija	Promoter	12848840	12848840	2569768
Mrs. Guddi Mahesh Makhija	Promoter group	150500	150500	30100
Ms. Diti Mahesh Makhija	Promoter group	150500	150500	30100
Mr. Arul Dhass David	Public Shareholder	40	40	0
Mr. Abhishek Tiwari	Public Shareholder	40	40	0
Mr. Koushik Thakurta	Public Shareholder	40	40	0
Mr. Charles James	Public Shareholder	40	40	0

8. TRANSFER TO RESERVE:

The Company has not transferred any amount to the General Reserves during the year.

9. UNPAID DIVIDEND & IEPF:

The Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF).

10. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

11. ALTERATION IN MEMORANDUM OF ASSOCIATION:

The company has altered its Memorandum of Association by increasing its Authorised Share Capital of the company from existing Rs. 5,00,00,000/- divided into 50,00,000 (Fifty Lakh) Equity shares of Rs. 10/- (Rupees Ten only) to Rs. 18,00,00,000/- (Rupees Eighteen Crore only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each vide an ordinary resolution passed at the Extra Ordinary General Meeting of Members of the Company held on May 12, 2022.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition & Constitution of Board of Directors:

The Board of Directors as on date comprises of following Directors:

Sr. No.	Name	DIN/ PAN	Designation
1.	Mr. Mahesh Pahalraj Makhija	02700606	Chairman, Managing Director
2.	Mrs. Guddi Makhija *	08837871	Non-Executive Director
3.	Mr. Prajwal Jayasheela Poojari**	07480513	Non-Executive Independent Director
4.	Mr. Niken Ravin Shah***	07604022	Non-Executive Independent Director

* Mrs. Guddi Makhija was re-categorised from Executive Director to Non-Executive Director with effect from 09^th June, 2022.

** Mr. Prajwal Jayasheela Poojari (DIN: 07480513) was appointed as Non-Executive Independent Director in the Board Meeting held on 14^th June, 2022 and General Meeting held on 15^th June, 2022.

*** Mr. Niken Ravin Shah (DIN: 07604022) was appointed as Non-Executive Independent Director in the General Meeting held on 09^th June, 2022.

The following Directors resigned during the year:

Due to unavoidable reason, Ms. Diti Mahesh Makhija (DIN: 07916311) resigned as NonExecutive Director with effect from 07^th June, 2022.

Due to personal and unavoidable circumstances, Mr. Raju Lachhmandas Bhatia (DIN: 09003123) resigned as Independent Non-Executive Director with effect from 07^th June, 2022.

b) Composition & Constitution of Key Managerial Personnel:

The Key Managerial Personnels as on date comprises of following:

S	Name	DIN/ PAN	Designation
1.	Mrs. Toral Jailesh Bhadra***	BNJPG6249Q	Company Secretary and Compliance Officer
2.	Mrs. Sejal Vivek Mhatre	ASLPM7957P	Chief Financial Officer

*** Mrs. Toral Jailesh Bhadra was appointed as Compliance officer with effect from 15^th September, 2022.

c) Retirement hv Rotation of the Directors

Independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

The Act mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation.

In terms of Section 152 of the Companies Act, 2013, Mr. Guddi Makhija (DIN: 08837871), retire by rotation and being eligible offer themselves for re-appointment at the 6^th Annual General Meeting of the company scheduled to be held on Monday, September 25, 2023.

13. STATEMENT OF DEVIATION AND VARIATION UNDER REGULATION 32 OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2015.

There has been no deviation(s) or variation(s) in the use of the public issue proceeds, raised from the lnitial Public Offer (lPO) pursuant to Regulation 32 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

14. RECONCILIATION OF SHARE CAPITAL AUDIT

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the quarterly reconciliation of the total Share capital held with the National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed share capital and the report thereon is submitted to the National Stock Exchange of India Limited. The report, inter alia, confirms that the number of shares issued, listed on the Stock exchange and that held in demat mode are in agreement with each other.

15. Independent Directors

a. Declaration by Independent Directors

Independent Directors have provided their confirmation, that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013. An Independent Director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for the next five years on the passing of a special resolution by the Company.

b. Changes in Independent Director

Mr. Niken Ravin Shah was appointed to the Board as an Non-Executive Independent Director with effective from June 09, 2022 for a period of five years in the EGM meeting of the shareholders held on June 09, 2022.

Mr. Prajwal Poojari was appointed to the Board as an Non-Executive Independent Director with effective from June 15, 2022 for a period of five years in the EGM meeting of the shareholders held on June 15, 2022.

c. Familiarisation Programme for Independent Directors:

The Company through its Executive Directors / Senior Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. Such programs / presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company''s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The programs / presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities.

The Company circulate news and articles related to the industry on a regular basis and may provide specific regulatory updates from time to time and The Company conduct an introductory familiarization program / presentation, when a new Independent Director comes on the Board of the Company.

d. Meetings

During the year under review, the Independent Directors met for 01(one) time. The details of Board Meeting held and participation of Directors thereat is enumerated as below:

Sr. No.	Date of meeting	Total No. of Independent Directors on the Date of Meeting	No. of Independent Directors attended	% of Attendance
1	31-03-2023	02	02	100.00

16. MEETINGS:

During the year under review, the Board of your Company met Fifteen (15) times. The details of Board Meeting held and participation of Directors thereat is enumerated as below:

Sr. No.	Date of meeting	Total No. of Directors on theDate of Meeting	No. of Directors attended	% of Attendance
1	09-04-2022	05	03	60.00
2	26-04-2022	05	04	80.00
3	11-05-2022	05	03	60.00
4	07-06-2022	05	03	60.00
5	10-06-2022	03	03	100.00
6	14-06-2022	04	04	100.00
7	15-06-2022	04	02	50.00
8	12-08-2022	04	02	50.00
9	25-08-2022	04	03	75.00
10	26-08-2022	04	04	100.00
11	15-09-2022	04	02	50.00
12	06-10-2022	04	03	75.00
13	14-11-2022	04	03	75.00
14	23-01-2023	04	03	75.00
15	31-03-2023	04	03	75.00

The details of Board Meetings held from April 01, 2022 to March 31, 2023 and attendance of each Director thereat is as follows:

Sr. No.	Name of the Board Member	No. of Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Mahesh Pahalraj Makhija	15	15	100
2.	Guddi Makhija	15	15	100
3.	Diti Mahesh Makhija	04	04	100
4.	Niken Ravin Shah	15	04	26.67
5.	Prajwal Jayasheela Poojari	10	07	70
6.	Raju Lachhmandas Bhatia	04	00	0

17. COMMITTEES OF BOARD:

The Board as on date has three Committees of Board of Directors consisting of the following

members:

i. AUDIT COMMITTEE:

- Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director

- Ms. Guddi Makhija - Member, Non - Executive Director

- Mr. Niken Ravin Shah - Member, Non-Executive Independent Director

The above Committee was reconstituted in the Board Meeting held on June 15, 2022

There was change in constitution of Audit Committee. Mr. Prajwal Jayasheela Poojari (DIN: 07480513) was appointed as Independent Director of the Company and accordingly was appointed as Chairman of Audit committee by the board of directors in the meeting held on June 15,2022.

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee met Four (4) times during the financial year ended 31st March 2023.

Sr. No.	Date of meeting	Total No. of Members on the Date of Meeting	No. of Members attended	% of Attendance
1	14-06-2022	2	2	100%
2	26-08-2022	3	3	100%
3	14-11-2022	3	3	100%
4	31-03-2023	3	3	100%

The details of Audit Committee Meetings held from April 01, 2022 to March 31, 2023 and attendance of each Director thereat is as follows:

Sr. No.	Name of the Committee Member	No. of Committee Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Niken Ravin Shah	4	4	100
2.	Prajwal Jayasheela Poojari	3	3	100
3.	Guddi Makhija	4	4	100

The Committee is governed by a terms of reference, which is in line with the regulatory

requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of our Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to our Board for approval, with particular reference to:

(a) Matters required to be included in the Director''s Responsibility Statement, to be included in our Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to our Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to our Board to take up steps in this matter;

7. Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

8. Approval of any subsequent modification of transactions of our Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of our Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a

material nature and reporting the matter to our Board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern;

17. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. Reviewing the functioning of the whistle blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.]

22. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

23. Carrying out any other function as may be mentioned in the terms of reference of the Audit Committee.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary acts as the Secretary to the Committee.

ii. NOMINATION AND REMUNERATION COMMITTEE:

- Mr. Niken Ravin Shah - Chairman, Non-Executive Independent Director

- Mr. Prajwal Jayasheela Poojari - Member, Non-Executive Independent Director

- Mrs. Guddi Makhija - Member, Non - Executive Director

The above Committee was reconstituted in the Board Meeting held on June 15, 2022

There was change in constitution of Nomination and Remuneration Committee. Mr. Prajwal Jayasheela Poojari (DIN: 07480513) was appointed as Independent Director of the Company and accordingly was appointed as a member and Mr. Niken Ravin Shah, Independent Director, was appointed as a Chairman of Nomination and Remuneration Committee by the board of directors in the meeting held on June 15,2022

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

During the year, the committee met once with full attendance of all the members. The composition of the Nomination and Remuneration Committee as of March 31, 2023 and details of the Members participation at the Meetings of the Committee are as under:

S. N	Date of meeting	Total No. of Members on the Date of Meeting	No. of Members attended	%of Attendance
1	02-05-2022	2	2	100%
2	15-07-2022	3	3	100%

The details of Nomination and Remuneration Committee Meetings held from April 01, 2022 to March 31, 2023 and attendance of each Director thereat is as follows:

Sr. No.	Name of the Committee Member	No. of Committee Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Mr. Niken Ravin Shah	2	2	100
2.	Mr. Prajwal Jayasheela Poojari	1	1	100
3.	Ms. Guddi Makhija	2	2	100

The terms of reference of the Committee inter alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to our Board a policy relating to the remuneration of the Directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates

3. Formulation of criteria for evaluation of independent Directors and our Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to our Board their appointment and removal;

6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. Recommend to the board, all remuneration, in whatever form, payable to senior

management.

iii. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

- Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director

- Mrs. Guddi Makhija - Member, Non - Executive Director

- Mr. Niken Ravin Shah - Member, Non-Executive Independent Director

The above Committee was reconstituted in the Board Meeting held on June 15, 2022

The Company has Stakeholders'' Relationship Committee, as per Section 178 (5) of Companies Act, 2013, Mr. Prajwal Jayasheela Poojari (DIN: 07480513) was appointed as Independent Director of the Company and accordingly was appointed as Chairman of Stakeholders'' Relationship Committee by the board of directors in the meeting held on June 15,2022.

During the year, the committee met three (3) times with full attendance of all the members. The composition of the Stakeholders'' Relationship Committee as at March 31, 2023 and details of the Members participation at the Meetings of the Committee are as under:

Sr. No.	Date of meeting	Total No. of Members on the Date of Meeting	No. of Members attended	%of Attendance
1	15-06-2022	3	3	100%

The details of Stakeholders'' Relationship Committee Meetings held from April 01, 2022 to March 31, 2023 and attendance of each Director thereat is as follows:

Sr. No.	Name of the Committee Member	No. of Committee Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Mr. Niken Ravin Shah	1	1	100
2.	Mr. Prajwal Jayasheela Poojari	1	1	100
3.	Ms. Guddi Makhija	1	1	100

The terms of reference of the Committee are:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, there were no complaints received from shareholder on SCORES. There are no balance complaints. The Company had no share transfers pending as on March 31, 2023.

18. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2023. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual Directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual Directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

19. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company https://www.qmsmas.com.

20. VARIOUS POLICIES OF THE COMPANY:

The Company has formulated and implemented various policies pursuant to the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which is available on the Company''s website https://qmsmas.com/Policies.html.

The policies are reviewed periodically by the Board and updated based on need and requirements:

POSH Policy	This policy has been framed in accordance with the provisions of
	"The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules framed thereunder (hereinafter "the Act") and provides protection against sexual harassment of women at workplace and the prevention and redressal of complaints of sexual harassment and matters related to it.
Nomination and Remuneration Policy	This Policy has been framed for the Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel and provides a framework based on which human resources management aligns their recruitment plans for strategic growth of the Company.
Preservation of Documents and Archival Policy	This policy has a strategic objective of ensuring that significant documents as specified in this policy are safeguarded and preserved to ensure longevity of such documents.
Policy Determination Materiality Disclosures Event Information	This policy applies for determining and disclosing material events taking place in the Company.
Code of Conduct for Non-Executive Directors	The code of conduct for NonExecutive Directors to ensure the compliance of applicable laws, avoid conflict of interest and determine their duties in the company.
Terms and Condition for Appointment of Independent Director	The policy provides framework that regulates the appointment, reappointment of Independent directors and defines their roles, responsibilities and powers.

Dividend Policy	The policy contains recommendation, declaration and payment of dividends
Vigil Mechanism	This policy establishes a Vigil Mechanism (Whistle Blower Mechanism) that provides a channel to the employees and Directors of the Company to report to the Management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The vigil mechanism is required to provide adequate safeguards against victimization of persons who use such mechanisms.
Code of Practices and Procedures - UPSI	The code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information without advantage to any particular person(s).
CSR POLICY	The objective of the CSR Policy ("Policy") is to lay down the guiding principles in undertaking various Programs and projects by or on behalf of the company relating to Corporate Social Responsibility ("CSR")

21. AUDITORS:

i. Statutory Auditors:

The company in the Annual General Meeting held on September 15, 2021, appointed M/s . P.V. Dalal & Co , Chartered Accountants having FRN: 102049W as the Statutory Auditor of the Company for the period for 5 years who shall hold office from the date of AGM held for the year 2021 till the conclusion of AGM to be held in the year 2026 in respect of the financial years beginning from April 01, 2021 and ending with March 31, 2026.

The notes on financial statements referred to in the Auditors Report are self explanatory and do not call for any further comments and explanations. The Auditors'' Report does not contain any qualification, reservation or adverse remark. No instances of fraud have been reported by the Statutory Auditors of the Company under Section

143(12) of the Companies Act, 2013.

The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year ended 31st March, 2023. The Auditors'' Report for the Financial Year ended 31st March, 2023 on the financial statements of the Company is a part of this Annual Report.

ii. Secretarial Auditor:

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 has appointed Mr. Maharshi Rajesh Ganatra (Practicing Company Secretary) having Membership No. F11332 and Certificate of Practice No. 14520 representing Maharshi Ganatra & Associates, Practicing Company Secretary Firm, to undertake the Secretarial Audit of the Company for the F.Y. 2022-23 in the Board Meeting held on March 31, 2023. The Secretarial Audit Report in Form MR-3 for F.Y. 2022-23 is annexed herewith as "Annexure I" to the Board''s Report.

Explanation to the qualifications made by Auditors in their report is explained as under:

iii. Cost Auditor:

Appointment of Cost Auditor is not applicable to the Company.

iv. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014, the company has appointed M/s Khushbu Parekh & Co., Chartered Accountants (having Firm Registration No.: 145191W), as an Internal Auditor for the Financial Year 2022-2023 in the Board Meeting held on August 25, 2023.

22. MAINTENANCE OF COST RECORDS:

The maintenance of cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

23. VIGIL MECHANISM/ WHSITLE BLOWER:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. Affirmation is also given that no personnel has been denied access to the audit committee.

The Vigil Mechanism policy is displayed on the website of the company, viz https://qmsmas.com/prospectus/Vigil mechanism.pdf

24. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

Audit Committee periodically reviews the adequacy of Internal Financial controls. During the

year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded and reported.

25. RISK ASSESSMENT AND MANAGEMENT:

The Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. The Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

26. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATECOMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate companies.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings, respectively.

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy -

Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

a, the details of technology imported;

b, the year of import;

c, whether the technology been fully absorbed;

d, if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.iv. Foreign Exchange earnings and outgo:

Foreign Exchange used - Rs. 8,27,60,592 Foreign Exchange earning - NIL

29. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

31. DEPOSITS:

The Company has not invited /accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

32. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

33. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT.

There have been no material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial year i.e. 31st March, 2023, to which the Financial Statements relate and the date of the report, if any, disclosed in separate respective head.

34. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt of any complaint of sexual harassment during the year.

35. CHANGES IN NATURE OF BUSINESS

There was no change in nature of Business during the year.

36. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is embedded in long term business strategy of company. The company is committed to local community and society at large. With the companies Act, 2013 mandating the corporate to contribute towards social development and welfare of society, the company''s CSR initiatives help to elevate the quality of the life of the people. The provisions of Section 135 of the Companies Act, 2013 read with rule 9 of Companies (Corporate Social Responsibility Policy) Rules 2013 (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), are applicable to the company.

The CSR Committee met 2 (Two) times in the Financial Year 2022-2023:

Sr. No.	Date of meeting	Total No. of Members on the Date of Meeting	No. of Members attended	% of Attendance
1	15-07-2022	03	03	100.00
2	31-03-2023	03	03	100.00

The details of Corporate Social Responsibility Committee Meetings held from April 01, 2022 to March 31, 2023 and attendance of each Member thereat is as follows:

Sr. No.	Name of the Committee Member	No. of Committee Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Mr. Niken Ravin Shah	2	2	100
2.	Mr. Mahesh Pahalraj Makhija	2	2	100
3.	Mr. Prajwal J. Poojari	2	2	100

A. Composition of the CSR committee of the board:

There has been change in the constitution of CSR Committee during the year. Following are the details of members of CSR Committee:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Niken Ravin Shah	Independent Director	Chairman
Mr. Mahesh Pahalraj Makhija	Managing Director	Member
Mr. Prajwal J. Poojari	Independent Director	Member

The CSR Committee was re-constituted in the Board Meeting dated June 15, 2022 due to appointment of Prajwal J. Poojari and change in designation of Mr. Niken Ravin Shah.

B. Average net profit of the company for last three Financial Years for the purpose of computation of CSR is Rs 12,69,48,914/-.

C. CSR expenditure for Financial Year 2022-2023 is two per cent of the average net profits of the company made during the three immediately preceding financial years: Rs. 25,38,978.28/-.

D. Details of CSR spent during the Financial year:

• Total amount to be spent in the Financial year - Rs. 25,38,978.28/-. which was spent for CSR "SHRI SUMATI JIVRAKSHA KENDRA"

• Amount unspent during the Financial Year - Nil

• Manner in which the amount spent in the Financial year:

S. No.	CSR project or activity identified	Sector in which the project is covered	Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken	Amount outlay (budget) project or Programs wise (Amount in INR)	Amount spent: Direct or through Implementing agency (give details of implementing agency) (Amount in INR)
1	Donation	General Donation	Mumbai	22,74,765.14/-	23,00,000/-Through Implementing agency, Shri Sumati Jivraksha Kendra CSR00002963

E. The Annual Report on CSR Activities is annexed herewith as Annexure II

37. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

No application is made during the Financial Year 2022-23 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

38. LISTING FEES:

The listing fees payable for the Financial Year 2023-24 has been paid to National Stock Exchange of India Limited within due date.

39. HUMAN RESOURCES:

Your Company considers people as its biggest assets and ''Believing in People'' is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees seek to ensure that business world values and principles are understood by all and are the reference point in all people matters.

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.

As on March 31, 2023, the Company had 51 employees.

40. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have 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 at the end of the financial year and of the profit/loss of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022-23

41. OTHER DISCLOSURES:

i. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT. 2013:

The Company has not issued any shares with differential rights as to dividend, voting or otherwise and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

ii. DISCLOSURE UNDER SECTION 54m(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

iii. DISCLOSURE UNDER SECTION 62(1)fb) OF THE COMPANIES ACT-2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

iv. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT- 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

42. REPORTING OF FRAUD:

The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

43. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

44. SHAREHOLDING OF DIRECTORS AS ON MARCH 31- 2023:

No other Director (except as mentioned below) holds any shares in the Company. The Company has not issued any convertible instruments

Sr. No.	Name of the Directors	Shareholding at the beginning of the year	Shareholding at the end of the year.
1.	Mahesh Makhija	36,87,210	1,28,48,840
	Managing Director	(98.00%)	(71.98%)
2.	Guddi Makhija	37,625	1,50,500
	Non-Executive Director	(01.00%)	(0.84%)

45.	Details of remuneration / sitting fees paid to Executive and Non-Executive
	Directors for	the year ended 31st March, 2023 is as follows:
	Name of the Directors	Salary, Allowance, perquisites and other benefits	Performance- linked Income/Bonus /Commission Paid/Payable	Stock Option	Pension	Sitting Fees Paid
	Mr. Mahesh Makhija	96,00,000	-	-	-	-
	Mrs. Guddi Makhija	12,00,000	-	-	-	-

i. Disclosure of Managerial Remuneration

A. Ratio of remuneration of each Director to the median remuneration of the employees of the Company for FY 2022-23 as well as the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary is as under:

Name of Director/ Key Managerial Personnel	Ratio to median remuneration	% increase in remuneration over previous year
Mrs. Guddi Makhija - (Non-Executive Directors)*	4.66:1	29.13%
Mr. Mahesh Makhija -(Executive Directors)	37.26:1	70.21%
Mrs. Sejal Mhatre (CFO)	3.80:1	8.33%

Mrs. Toral Jailesh	0.84:1	-
Bhadra (Company
Secretary)**

* Mrs. Guddi Makhija was re-categorised from Executive Director to Non-Executive Director with effect from 09^th June, 2022.

** Mrs. Toral jailesh Bhadra was appointed as Company Secretary from December 07, 2021, Hence for previous year not comparable.

B. Percentage decrease in the median remuneration of employees in FY 2022-23: There was increase in median remuneration of the employees from FY 2021-2022 to 2022-2023

C. Number of permanent employees on the rolls of the Company as on March 31, 2023: 49

D. Comparison of average percentile increase in salary of employees other than the managerial personnel and the percentile increase in the managerial remuneration:

Particulars	% change in remuneration
Average decrease in salary of employees (other than managerial personnel)	Not Applicable
Average decrease in remuneration of managerial personnel	Not Applicable

Affirmation: It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees is as per the Remuneration Policy of the Company.

46. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authorit y [RD / NCLT/ COURT]	Ap pea l ma de, if any (gi ve Details )
A. COMPANY
Penalty Punishment Compounding	NONE

B. DIRECTORS
Penalty	NONE
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty	NONE
Punishment
Compounding

47. GENERAL

a) 6^th Annual General Meeting

Date	Time		Venue
25th September, 2023	11:00 AM		through Video Conferencing or Other Audio Visual means
b) Financial Calendar for the year 2022-2023
Financial year		1st April, 2022 to 31st March, 2023 (both days inclusive)
Book Closure Dates		September 19, 2023 to September 25, 2023

c) Listing of Equity Shares on Stock Exchange and Stock Codes

Listing on Stock Exchange:

NSE Limited ("NSE")

Exchange Plaza, C-1, Block-G,

Bandra-Kurla Complex, Bandra (E),

Mumbai-400051 SYMBOL: QMSMEDI

d) Location and time, where Annual General Meeting (AGM) for the last 3 years were held is given below:

Financial Year	AGM	Date	Time	Location
2021-22	5th	Wednesday, September 14, 2022	11.00 a.m.	A1 A2/B1 B2, Navkala Bharti Bldg Plot No 16, Prabhat Colony, Opp

				Near Santacruz Bus Depot, Santacruz East, Mumbai 400055.
2020-21	4th	Wednesday,	11.00	A1 A2/B1 B2,
		September 15,	a.m.	Navkala Bharti
		2021		Bldg Plot No 16, Prabhat Colony, Opp Near Santacruz Bus Depot, Santacruz East, Mumbai 400055.
2019-20	3rd	Wednesday,	11.00	A1 A2/B1 B2,
		November 25,	a.m.	Navkala Bharti
		2020		Bldg Plot No 16, Prabhat Colony, Opp Near Santacruz Bus Depot, Santacruz East, Mumbai 400055.

e) Stock Market Date and their Performance v/s S&P NSE Sensex

The high/low of the market price of the shares of the Company is as follows:

Month	NSE (Rs.)
	High	Low
April-2022	-	-
May-2022	-	-
June-2022	-	-
July-2022	-	-
August-2022	-	-
September-2022	-	-
October-2022	201.00	124.00
November-2022	230.15	166.40
December-2022	235.80	162.00

January-2023	213.00	175.00
February-2023	188.00	135.00
March-2023	189.90	121.00

f) Registrar and Share Transfer Agent (RTA)REGISTRAR AND SHARE TRANSFER AGENT:

Bigshare Services Private Limited

Office No. S6-2, 6th Floor

Pinnacle Business Park, Next to Ahura Centre

Mahakali Caves Road, Andheri (East).

Tel: [phone].

Website: https://www.bigshareonline.com/

Share transfer system:

The Board has the authority for approving transfer, transmission of the Company''s securities. The Company ensures that the half yearly Compliance Certificate pursuant to regulations 40(9) and 40 (10) of the SEBI Listing Regulations are filed with the Stock Exchanges.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) cannot be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories.

The Board appreciates that all the members are holding shares in dematerialized form.

Distribution of shareholding:Nominal Value of Shares: Rs. 10

Category (Shares)	Shareholders		Shares
	Number	%	Number	%
1-10,00,000	1067	99.99%	50,01,160	28.02%
10,00,001-	01	0.01%	1,28,48,840	71.98%
Total	1068	100%	1,78,50,000	100.00%

g) Dematerialization of Shares:

The Company''s shares are required to be compulsorily traded on Stock Exchanges in

dematerialized form. The number of shares as on 31^st March, 2023 held in dematerialized and physical form are as under:

Particulars	No. of Shares	%
NSDL	14387960	80.60
CDSL	3462040	19.40
Physical	0	0
Total	17850000	100.00

h) Compliance with mandatory and non-mandatory requirements of the Listing Regulations:

The Company has complied with all mandatory requirements of Listing Regulations and has not adopted any non-mandatory requirements which are not applicable to the Company.

48. Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance.

Pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the provisions of reporting of Corporate Governance as specified in Regulation 27 (2) is not applicable to the Company, as it is SME Listed Company.

Though the Corporate Governance is not applicable to the Company, the Company has given certain disclosures as a practice of good corporate governance.

49. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and cooperation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.