KMS Medisurgi Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 27^th Annual Report on the business and operations of
the Company together with the Audited Financial Statements for the Financial Year ended March 31,
2025.

1. Financial Summary and Highlights:

The Company''s financial performance for the year ended March 31, 2025:

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Revenue	1,393.86	1,388.46
Other Income	2.87	9.31
Total Revenue	1,396.73	1,397.77
Less: Total Expenses	1335.71	1,337.34
Profit Before Tax (PBT)	61.01	60.42
Less: Provision for tax
Current Tax	16.54	16.00
Deferred Tax	(0.33)	(0.80)
Prior year Tax Adjustment	0.82	(0.15)
Profit After Tax (PAT)	43.98	45.38

2. State of company''s affairs & performance:

Your Company has seen increase in turnover during the year under review which accounted for
Rs. 1,393.86 Lakhs as compared to Rs. 1,388.46 Lakhs in FY 2023-2024. The Company has
incurred Net Profit of Rs 43.98Lakhs as compared to Net Profit of Rs. 45.38 Lakhs in FY 2023¬
2024. Your Company is very much optimistic about the coming year. Since the Company is
trying to reduce cost and expand its business, your directors are hopeful that the results will be
more encouraging in near future.

3. Future prospects

Company is planning to expand the business by introducing new product range of adhesive
tapes for automotive and Electrical application.

Company is optimistic that this new product range will help company to increase the sales and
profits in future

Opportunity and Future Prospects:

India is among the top-20 markets for the medical adhesives & Tapes in the world and the 4th
largest market for medical devices in Asia. The market for automotive and Electrical industry is
huge in India. The domestic industry has a huge potential to ramp up indigenous manufacturing

and invest in R &D and reduce dependence on imports.

Our Strengths:

Your Company has a strong, committed and dedicated workforce, which is a key to its sustained
success. The Company believes that motivation, sense of ownership and satisfaction of its
people are the most important drivers for its continued growth. Good governance practices
combined with strong leadership has been the inherent strength of the Company. On the
manufacturing front, we continue to build our capabilities and strengthen our processes.
Through our robust efforts in implementing important initiatives in Quality and Compliance, we
now see consistent positive outcomes from regulatory inspections. Our audit programs and
effective internal controls ensure our compliance of all existing rules and regulations.

Competition:

The medical device industry is undergoing some major transformation with the latest
technological advancements and the continuous influx of manufacturers entering the market.
One of the biggest industries in healthcare, the medical device industry thrives on innovation
and technology but currently witnesses'' strong competition in the market.

4. Dividend:

The Directors are pleased to recommend a dividend of Rs. 0.05 (0.5%) per Equity Share for the
financial year ended March 31, 2025, for approval of the members.

5. Transfer To Reserve:

The Company has transferred Rs. 43.98Lakhs to Reserve & Surplus and the same is in
compliance with the applicable provisions prescribed under the Companies Act, 2013.

6. Share capital:

As on March 31, 2025, the authorized share capital of the Company is Rs. 3,50,00,000/- (Rupees
Three Crore Fifty Lakhs) divided into 35,00,000 (Thirty-Five Lakhs) Equity Shares of Rs. 10/-
(Rupees Ten Only) each.

As at March 31, 2025, the paid-up Equity Share Capital of the Company stood at Paid- up Share
Capital is Rs. 3,30,00,000/- (Rupees Three Crore Thirty Lakhs) divided into 33,00,000 (Thirty-
Three Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

7. Compliance With the Accounting Standards:

The Company prepares its accounts and other financial statements in accordance with the
relevant accounting principles and also complies with the accounting standards issued by the
Institute of Chartered Accountants of India.

8. Subsidiaries, Joint Ventures and associate Companies:

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

9. Transfer to unclaimed dividend to investor education and protection fund:

The Company does not have any unclaimed or unpaid dividend as on 31^st March, 2025.

10. Directors And Key Managerial Personnel:

i) Retire by Rotation:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of
the Company, Mr. Gaurang Kanakia (DIN: 00346180), Director of the Company retires by
rotation at this Annual General Meeting of the Company and being eligible, offers himself for
reappointment.

ii) Change in Directors and Key Managerial Personnel''s:

The following changes took place at the position of Directors and Key Managerial Personnel of
the Company during FY 2024-25:

Name of Director/ Key Managerial Personnel	Designation	Nature of Change	Date of Event
Mr. Pavan Kumar Gupta	Company Secretary & Compliance Officer	Resignation	31st March, 2025

* Mrs. Pooja Soni was appointed as Company Secretary & Compliance Officer wef 27^thJune, 2025

iii) Composition of Board of Directors and Key Managerial Personnel''s:

As on March 31, 2025, your Company''s Board of Directors comprises of the following Directors:

Name of the Director	Director Identification Number (DIN)	Category
Mr. Siddharth Gaurang Kanakia	07595098	Chairman & Managing Director
Mr. Rohan Devang Kanakia	09220915	Non-Executive Non-Independent Director
Mr. Gaurang Prataprai Kanakia	00346180	Non-Executive Non-Independent Director
Ms. Monali Kanakia	10135949	Executive Director
Mr. Hardik Rajnikant Bhatt	07566870	Independent Director
Mr. Kamlesh Rajani Chunilal	07588417	Independent Director
Mr. Pratik Pravin Tarpara	08689556	Independent Director

As on March 31, 2025, your Company''s Key Managerial Personnel are as follows:

Name of KMP	Designation
Mr. Anand Prataprai Kanakia	Chief Financial Officer

iv) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after
taking into consideration the various aspects of the Board''s functioning, composition of the
Board and its Committees, culture, execution and performance of specific duties, obligations and
governance.

The performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Board of Directors expressed their satisfaction with the evaluation
process.

Meetings of the Board:

During the year under review the Board of Directors have duly met 6times to transact the
business of the Company:

1^st-23^rdMay, 2024
2^nd-30^thMay, 2024
3^rd-28^th June, 2024
4^th-28^thAugust, 2024
5^th-14^th November, 2024
6^th -26^th February, 2025

The maximum time gap between any two consecutive meetings did not exceed one hundred and
twenty days. The names, designation & categories of the Directors on the Board, their
attendance at respective Board Meetings held during the year and last Annual General Meeting
and total number of Shares held by them in the Company are as under:

Name of Directors	Category	No of Board meeting attende d	Last AGM attend ed	No of Directors hip in other Company	Committee positions		No of Shares as on 31st March 2025
					Member	Chairman
Mr. Siddharth Gaurang Kanakia	Chairman and Managing Director	6/6	Yes	2	0	0	50,000
Mr. Rohan Devang Kanakia	Non-Executive Non¬ Independent Director	6/6	Yes	0	0	0	NIL
Mr. Gaurang Prataprai Kanakia	Non-Executive Non¬ Independent Director	6/6	Yes	4	2	0	3,28,180
Ms. Monali Kanakia	Executive Director	6/6	Yes	0	0	0	28,210
Mr. Hardik Rajnikant Bhatt	Independent Director	6/6	Yes	0	2	0	NIL
Mr. Kamlesh Rajan Chunilal	Independent Director	6/6	Yes	0	2	2	NIL
Mr. Pratik Pravin Tarpara	Independent Director	6/6	Yes	0	0	0	NIL

v) Committees of the Board:

At present, there are Two (2) Committees of Board, i.e. Audit Committee and Nomination &
Remuneration Committee. The Company is not mandated to form Stakeholders Relationship
Committee and Corporate Social Responsibility Committee. The Composition and other details
related to the Committees are as follow.

Audit Committee

The Audit committee of the Company is constituted in line with the provisions of Section 177 of
The Companies Act, 2013.

The terms of reference of the Audit committee are broadly as under:

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

2. Recommend the appointment, remuneration and terms of appointment of auditors of the
Company;

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

4. Reviewing with the management, the annual financial statements and auditors'' report
thereon before submission to the board for approval, with particular reference to:

• Matters required to be included in the director''s responsibility statement to be included
in the board''s report in terms of clause (c) of sub-section 3 of Section 134 of the 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 related party transactions

• Qualifications/Modified opinion on draft audit report.

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

6. Review and monitor the auditors'' independence and performance, and effectiveness of
audit process;

7. Approval or any subsequent modification of transactions with related parties;

8. Scrutiny of inter-corporate loans and investments.

9. Valuation of undertakings or assets of the Company, wherever it is necessary;

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

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

12. 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;

13. Discussion with internal auditors of any significant findings and follow up there on;

14. Reviewing the findings of any internal investigations by the internal

auditors into matters where there is suspected fraud or failure of internal control systems of
a material change and reporting the same to board.

15. 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;

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

17. Establish a vigil mechanism for directors and employees to report genuine concerns in such
manner as may be prescribed.

18. To review the functioning of whistle blower mechanism.

19. The audit committee may call for the comments of the auditors about internal control
systems, the scope of audit, including the observations of the auditors and review of
financial statement before their submission to the board and may also discuss any related
issues with the internal and statutory auditors and the management of the Company.

20. Appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate.

21. Carrying out any other function as is mentioned in the terms of reference of the audit
committee;

22. Oversee financial reporting controls and process for material subsidiaries;

23. The Audit Committee invites executives, as it considers appropriate (particularly the head of
the finance function), representatives of the statutory auditors and representatives of the
internal auditors to be present at its meetings.

24. 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. - Not Applicable

The Composition of Audit Committee is as follows:

Name	Category	No of meetings attended
Mr. Kamlesh Chunilal Rajani	Independent Director- Member	6/6
Mr. Hardik Rajnikant Bhatt	Independent Director- Chairman	6/6
Mr. Gaurang Prataprai Kanakia	Non-Independent Non-Executive Director-Member	6/6

Six audit committee meetings were held during the year and the gap between two meetings did not
exceed one hundred and twenty days. The dates on which the said meetings were held are as
follows: 1^st "23^rd May, 2024, 2^{nd -} 30^th May, 2024, 3^rd - 28^th June, 2024, 4^th - 28^th August, 2024, 5^th -
14^th November, 2024, 6^th - 26^th February, 2025.

Nomination and Remuneration Committee ™

The Company had a Nomination and Remuneration Committee of directors. The Committee''s
constitution and terms of reference is in compliance with the provisions of Section 178 of the
Companies Act, 2013. The Committee comprises of 3 (three) members of the Board, the details of
the member are as follows:

Name	Category	No of meetings attended
Mr. Kamlesh Chunilal Rajani	Independent Director- Chairman	1/1
Mr. Hardik Rajnikant Bhatt	Independent Director- Member	1/1
Mr. Gaurang Prataprai Kanakia	Non-Independent Non-	1/1
	Executive Director-Member

During the year, under review, one meeting of Nomination and Remuneration Committee was held

on 23^rd May, 2024.

Term of reference of the Committee, inter-alia, includes the following:

• To formulate the criteria for determining qualifications, positive attributes and independence of
a director and recommend to the Board a Policy, relating to the remuneration for the Directors,
Key Managerial Personnel and other employees.

• 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.

• To formulate the criteria for evaluation of performance of Independent Directors and the Board
of Directors.

• To identify persons, who are qualified to become Directors and who may be appointed in Senior
Management in accordance with the criteria laid down and to recommend to the Board of
Directors their appointment and removal.

• To carry out evaluation of Directors performance

• To devise a Policy on Board Diversity.

• To recommend to the board, all remuneration, in whatever form, payable to senior
management.

Investor Complaints

Details of Investor Complaints received and redressed during the Financial Year 2024-25 are as

follows:

Opening Balance	Received during the Year	Resolved during the Year	Closing Balance
|nil	NIL	NIL	NIL

No Complaints were outstanding as on 31^st March 2025.

Declaration of Independence from Independent Directors:

All Independent Directors of your Company have individually and severally given a declaration
pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013. Based on the
declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all
Independent Directors are independent of the Management and have fulfilled the conditions as
specified in the Companies Act, 2013, rules made thereunder as well as applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

During the year under review, the independent Directors met on November 12, 2024 inter-alia to
discuss:

• Evaluation of performance of Non-Independent Directors.

• Evaluation of the performance of the Chairman of the Company, taking into account the
views of the Executive and Non-Executive Directors

• Evaluation of the quality, content and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.

11. Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm
that:

a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit and
loss of the company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the

company and that such internal financial controls are adequate and were operating
effectively and

f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

12. Change in the nature of business:

During the period under review, there is no change in the nature of business of the Company.
The Company continues to operate in the Manufacturing of Surgical Equipment''s.

13. Annual return:

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies
Act, 2013 (''the Act''), in the prescribed form, is hosted on the Company''s website and can be
accessed at https://kmsgroup.in.

14. Particulars of contracts/ arrangements with related party:

All related party transactions that were entered into by the Company during the financial year
under review were on arms'' length basis and in the ordinary course of business. There are no
material significant related party transactions entered into by the Company with its Promoters,
Directors, Key Managerial Personnel or other designated persons, which may have a potential
conflict with the interest of the Company at large. Details are annexed in Form AOC-2
"Annexure-A". The policy on materiality of related party transactions and dealing with related
party transactions as approved by the Board may be accessed on the Company''s website
www.kmsgroup.in.

15. Listing with Stock Exchange

The shares of the Company are listed on BSE Limited (SME Segment). The Annual Listing fee
payable to the said stock exchanges for the FY 2024-2025, has been duly paid.

16. Statutory Auditors & Their Report:

M/s. H H Dedhia & Associates, Chartered Accountants, (Firm Registration No.: 148213W), are
appointed as Statutory Auditors of the Company for a period of 5 (Five) years, from the
conclusion of 25^th Annual General Meeting till the conclusion of 30^thAnnual General Meeting of
the Company.

The report of the M/s. H H Dedhia & Associates, Chartered Accountants, on Financial
Statements for the FY 2024-25 forms part of the Annual Report.

There are no Fraud reported by Auditors u/s 143(12) of the Companies Act 2013 for the year
ended 31st March, 2025.

The Statutory Auditors have given following qualified opinion in their Audit Report as on March
31, 2025:

Sr. No.	Opinion	explanations or comments
1.	The company has provided for	The company is in the process
	Post-Employment Benefits and	of streamlining stock records.
	other long term employee	Many new types raw materials
	benefits under Defined Benefit	were added and due to the
	Plans on accrual basis on the	nature of stock it was difficult
	basis of group gratuity report	to segregate cost for every
	provided by LIC. This method of	identifiable item of stock and
	accounting of Post-Employment	hence the record for any excess
	Benefits and other long term	shortage will be identified by
	employee benefits under	the company as and when such
	Defined Benefit Plans	discrepancies are evaluated by
	constitutes a departure from AS	the management, but the stock
	- 15 on Employee Benefits. As	value has been done properly
	there is no actuarial report or	as per rules and there has been
	basis of calculation available with the management of such Post-Employment Benefits and other long term employee benefits, the quantum of deviation cannot be ascertained. The Company is in the process of maintaining certain stock records for material items from the previous year. The Company is in process of reconciling these stock records with books of accounts. The closing stock as on year-end has been physically verified and valued by the management and accordingly accounted in the book of accounts. Shortage and excess, if any, compared to the book stock will be accounted for in the year in which discrepancies are identified. Accordingly, we are unable to comment on the movement of stock and value of closing stock of Rs. 252.24 (in ''lacs) as on year end.	no discrepancies about it

17. 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 Board of Directors
of the Company have appointed CS Naveen Karn of M/s. Naveen Karn & Co Practicing Company
Secretary to conduct the Secretarial Audit for the financial year 2024-2025. The Secretarial

Audit Report for the year 2024-2025 issued by him in the prescribed Form
MR-3 is attached as Annexure-B to this Report.

The Secretarial Audit Report issued by M/s. Naveen Karn & Co. Practicing Company Secretary
contains remarks for which the Board has provided explanation as under:

Regulation 29(2)/29(3) of SEBI (LODR) Regulation, 2015 - Delayed in furnishing prior
intimation about the meeting of the board of directors.

Explanation by the Board:

Delayed in furnishing prior intimation about the meeting of the board of directors due to non¬
availability of compliance office of the company and the company has already paid penalty.

18. Cost Auditor:

Pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and
Audit) Rules, 2014 as amended from time to time your Company is not required to appoint Cost
Auditor for the financial year 2024-25.

19. Internal Auditor:

The provision of Section 138 of The Companies Act, 2013 applicable to company and company
has appointed M/s. K D Shah & Associates LLP, Chartered Accountant, as an internal auditor of
the Company, to carry out internal Audit for the financial year 2024-25 based on the
recommendation of the Audit Committee.

20. Risk management:

Risk Management is a risk-based approach to manage an enterprise, identifying events that
may affect the entity and manage risks to provide reasonable assurance regarding achievement
of entity''s objective. The risk management process consists of risk identification, risk
assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting
the new risks. The Company has laid a comprehensive Risk Assessment and Minimization
Procedure, which is reviewed by the Audit committee and approved by the Board from time to
time. These procedures are reviewed to ensure that executive management controls risk
through means of a properly defined framework. In the opinion of your Board, none of the risks
which have been identified may threaten the existence of the Company.

21. Internal Control Systems and Their Adequacy:

The Company has in place an adequate budgetary control system and internal financial controls
with reference to financial statements. No reportable material weaknesses were observed in
the system during the previous fiscal. Further, the Company has laid down internal financial
control policies and procedures which ensure accuracy and completeness of the accounting
records and the same are adequate for safeguarding of its assets and for prevention and
detection of frauds and errors, commensurate with the size and nature of operations of the
Company. The policies and procedures are also adequate for orderly and efficient conduct of
business of the Company.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness
of the internal control systems and suggests improvements to strengthen the same. The

Company has a robust Management Information System, which is an integral
part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are
periodically apprised of the internal audit findings and corrective actions taken. Audit plays a
key role in providing assurance to the Board of Directors. Significant audit observations and
corrective actions taken by the management are presented to the Audit Committee of the
Board. To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the Audit Committee.

22. Deposits:

The Company has not accepted any deposit from the general public within the meaning of
section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014.

23. Particulars of loans, guarantees or investments by the company under Section 186 of the
Companies Act, 2013:

The company has not given any loans or guarantees or investments covered under the
provisions of Section 186 of the Companies Act, 2013 during the Financial Year 2024-25.

24. Material changes affecting the financial position of the company:

During the year ended March 31, 2025, there were no material changes and commitments
affecting the financial position of the Company have occurred between the period ended March
31, 2025 to which financial results relate and the date of the Report.

25. Unsecured Loan from Directors:

During the year under review, the Company has obtained unsecured loan from Directors/
Directors relative(s) of the Company. The details of unsecured loan are given in Note 3 of the
Financial Statement.

26. Compliance with The Maternity Benefit Act, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all
applicable amendments and rules framed thereunder. The Company is committed to ensuring a
safe, inclusive, and supportive workplace for women employees. All eligible women employees
are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961,
including paid maternity leave, nursing breaks, and protection from dismissal during maternity
leave.

The Company also ensures that no discrimination is made in recruitment or service conditions
on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold
the spirit and letter of the legislation.

27. Gender-wise composition of employees:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses
below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 18
Female Employees: 2
Transgender Employees: Nil

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and
equal opportunity for all individuals, regardless of gender.

28. Corporate social responsibility:

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 is not
applicable to the Company, hence no such Committee has been formed. However, Company
had always tried in its best possible ways to involve itself in social development activities.

29. Significant and material orders passed by the regulators or courts:

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

30. Management discussion and analysis:

The Management Discussion and Analysis Report on the operations of the Company, as
required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
provided in a separate section and forms an integral part of this Report as Annexure-C.

31. Corporate Governance:

The Company is listed on SME Exchange, hence Corporate Governance Report is not applicable.

32. Vigil Mechanism/Whistle Blower Policy:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the
Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of
Directors and employees to report to the management about the unethical behaviour, fraud or
violation of Company''s code of conduct.

The Whistle Blower Policy and Vigil Mechanism provides a channel to the employees to report
to the management concerns about unethical behaviour, actual or suspected fraud or violation
of the Codes of Conduct or policy and also provides for adequate safeguards against
victimization of employees by giving them direct access to the Chairman of the Audit
Committee in exceptional cases. The Protected Disclosures, if any reported under this Policy will
be appropriately and expeditiously investigated by the Chairman.

The Policy covers malpractices and events which have taken place / suspected to have taken
place, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules,
manipulations, negligence causing danger to public health and safety, misappropriation of
monies, and other matters or activity on account of which the interest of the Company is
affected and formally reported by whistle blowers concerning its employees.

Your Company hereby affirms that no Director/ employee have been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year. The
policy is available on the Company''s website: www.kmsgroup.in.

33. Familiarization programs for independent directors:

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the familiarization program aims to provide Independent Directors with the
industry scenario, the socio-economic environment in which the Company operates, the
business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner. The
familiarization program also seeks to update the Directors on the roles, responsibilities, rights
and duties under The Companies Act, 2013 and other statutes. The Chairman and Managing
Director also has a one to one discussion with the newly appointed Director to familiarize him
with the Company''s operations. Further, on an ongoing basis as a part of Agenda of Board /
Committee Meetings, presentations are regularly made to the Independent Directors on various
matters inter-alia covering the Company''s the detail of the familiarization program.

34. Performance evaluation

Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of the SEBI (LODR)
Regulations, 2015, the Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of all the Committees of the
Board. A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board''s functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Non¬
Independent Directors was carried out by the Independent Directors. The Directors expressed
their satisfaction with the evaluation process.

35. Code Of Conduct:

Regulation 17(5) of the SEBI Listing Regulations, 2015 requires listed Companies to lay down a
Code of Conduct for its directors and senior management, incorporating duties of directors as
laid down in the Companies Act, 2013. Your Company has adopted and laid down a code of
conduct for all Board members and Senior Management of the company pursuant to Clause 49
of the erstwhile listing agreement. The code of conduct is available on the website of the
company. All Board members and senior management personnel have affirmed compliance
with the Code of Conduct. A declaration to this effect signed by the Managing Director is given
in this Annual Report.

36. Reconciliation of share capital audit:

As stipulated by Securities and Exchange Board of India (SEBI), Mr. Naveen Maheshwar Karn,
Practicing Company Secretary carried out the Reconciliation of Share Capital Audit to reconcile
the total admitted capital with National Securities Depository Limited (NSDL) and Central

Depository Services (India) Limited (CDSL) and the total issued and listed
capital. This audit is carried out every quarter and the report thereon is submitted to Stock
Exchanges and is also placed before the Board of Directors. No discrepancies were noticed
during these audits.

37. Details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the banks or financial institutions
along with the reasons thereof:

Not Applicable.

38. Declaration By Independent Directors:

The Company has received necessary declaration from each independent director under Section
149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down
in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations. The
Independent Directors have complied with the Code of Independent Directors as prescribed in
the Schedule IV to the Act.

39. Insider Trading

The Company has adopted a ''Code of Conduct for Prevention of Insider Trading and Corporate
Disclosure Practices'' in accordance with the SEBI (Prohibition of Insider Trading) Regulations,
1992, as amended. The policy lays down procedures to be followed and disclosures to be made
while dealing with shares of the Company and cautioning them of the consequences of
violations. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information, is available on the Company''s website.

40. Disclosure Of Material Transactions:

Under regulation 26(5) of SEBI Listing Regulations, 2015, Senior Management has made
periodical disclosures to the Board relating to all material financial and commercial
transactions, where they had (or were deemed to have had) personal interest that might have
been in potential conflict with the interest of the Company. None of the independent directors
have any material pecuniary relationship or transactions with its Promoters, its Directors, its
senior management or its subsidiaries which may affect their independence and have received
a declaration from them to this effect.

41. Particulars of employees:

The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports
and accounts are being sent to the members and others entitled thereto excluding the
information on employees'' particulars which is available for inspection by the members at the
Registered office of the company during business hours on working days of the company up to
the date of ensuing Annual General Meeting. If any member is interested in inspecting the
same, such member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules

5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 during FY 2023-24.The statement of Disclosure of Remuneration under Section

197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 (''Rules''), is annexed as Annexure-D and forms an integral part of this

Report.

42. Conservation of energy, technology absorption and foreign exchange earning& outgo:

Information on conservation of energy, technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies
[Accounts] Rules, 2014, are provided in the Annexure E and forms part of this Report.

43. Prevention of sexual harassment at workplace:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rule made thereunder. During the year under review, there were
no cases filed or reported pursuant to the provisions of the said Act.

44. Secretarial standards:

During the Financial Year 2024-25, the company is in compliance with the applicable Secretarial
Standards issued by the Institute of Companies of India with respect to Board and General
meetings.

45. Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the excellent
assistance and co-operation received from all our Clients, Bankers, Business Associates and the
Government and other regulatory authorities and thank all stakeholders for their valuable
sustained support and encouragement towards the conduct of the proficient operation of the
Company. Your Directors would like to place on record their gratitude to all the employees who
have continued their support during the year.

For and on behalf of the board of directors

Sd/-

Date: 04.09.2025 Siddharth Gaurang Kanakia

^{Place: Mumbai} Chairman & Managing Director

DIN:07595098

---

Mar 31, 2024

Your Directors have pleasure in presenting the 26^th Annual Report on the business and operations of
the Company together with the Audited Financial Statements for the Financial Year ended March 31,
2024.

1. Financial Summary and Highlights:

The Company’s financial performance for the year ended March 31, 2024:

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue	1,388.46	1,102.73
Other Income	9.31	1.54
Total Revenue	1,397.77	1,104.26
Less: Total Expenses	1,337.34	1,038.41
Profit Before Tax (PBT)	60.42	65.85
Less: Provision for tax
Current Tax	16.00	19.00
Deferred Tax	(0.80)	(11.32)
Prior year Tax Adjustment	(0.15)	0.88
Profit After Tax (PAT)	45.38	57.29

2. State of company’s affairs & performance:

Your Company has seen increase in turnover during the year under review which accounted for
Rs. 1,388.46 Lakhs as compared to Rs.1,102.73 Lakhs in FY 2022-23. The Company has
incurred Net Profit of Rs. 45.38 Lakhs as compared to Net Profit of Rs. 57.29 Lakhs in FY 2022¬
23. Your Company is very much optimistic about the coming year. Since the Company is trying
to reduce cost and expand its business, your directors are hopeful that the results will be more
encouraging in near future.

3. Future prospects

Company is planning to expand the business by increasing the production capacity by adding
new machinery & technologies increasing the product quality and making place more application
that also make output for the components and automative industry.

The Company is committed to expanding its operations by investing in advanced machinery and
cutting-edge technologies to significantly enhance production capacity and elevate product
quality. This strategic move aims to diversify our product offerings, catering to a broader range
of applications, particularly in the components and automotive sectors.

We are confident that our expanded product range will drive increased sales and profitability,
positioning the Company for sustained growth and success in the future

Company is optimistic that this new product range will help company to increase the sales and
profits in future.

Opportunity and Future Prospects:

India is among the top-20 markets for the medical adhesives & Tapes in the world and the 4th
largest market for medical devices in Asia. The market for automotive and Electrical industry is
huge in India. The domestic industry has a huge potential to ramp up indigenous manufacturing
and invest in R &D and reduce dependence on imports.

Our Strengths:

Your Company has a strong, committed and dedicated workforce, which is a key to its sustained
success. The Company believes that motivation, sense of ownership and satisfaction of its people
are the most important drivers for its continued growth. Good governance practices combined
with strong leadership has been the inherent strength of the Company. On the manufacturing
front, we continue to build our capabilities and strengthen our processes. Through our robust
efforts in implementing important initiatives in Quality and Compliance, we now see consistent
positive outcomes from regulatory inspections. Our audit programs and effective internal
controls ensure our compliance of all existing rules and regulations.

Our Company’s success is driven by a strong, committed, and dedicated workforce, whose
motivation, sense of ownership, and satisfaction are the cornerstones of our continued growth.
We believe that these values, along with sound governance practices and strong leadership, form
the backbone of our organization.

On the manufacturing front, we are continuously enhancing our capabilities and refining our
processes. Our focused initiatives in Quality and Compliance have resulted in consistently
positive outcomes from regulatory inspections. With rigorous audit programs and effective
internal controls, we ensure full compliance with all applicable rules and regulation

Competition:

The medical device industry is undergoing some major transformation with the latest
technological advancements and the continuous influx of manufacturers entering the market. One
of the biggest industries in healthcare, the medical device industry thrives on innovation and
technology but currently witnesses strong competition in the market.

4. Dividend:

The Directors are pleased to recommend a dividend of Rs. 0.05 (0.5%) per Equity Share for the
financial year ended March 31, 2024, for approval of the members.

5. Transfer To Reserve:

The Company has transferred Rs. 45.38 Lakhs to Reserve & Surplus and the same is in
compliance with the applicable provisions prescribed under the Companies Act, 2013.

6. Share capital:

As on March 31, 2024, the authorized share capital of the Company is Rs. 3,50,00,000/- (Rupees
Three Crore Fifty Lakhs) divided into 35,00,000 (Thirty-Five Lakh) Equity Shares of Rs. 10/-
(Rupees Ten Only) each.

As at March 31, 2024, the paid-up Equity Share Capital of the Company stood at Paid- up Share
Capital is Rs. 3,30,00,000/- (Rupees Three Crore Thirty Lakhs) divided into 33,00,000 (Thirty-
Three Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

7. Compliance With the Accounting Standards:

The Company prepares its accounts and other financial statements in accordance with the
relevant accounting principles and also complies with the accounting standards issued by the
Institute of Chartered Accountants of India.

8. Subsidiaries, Joint Ventures and associate Companies:

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

9. Transfer to unclaimed dividend to investor education and protection fund:

The Company does not have any unclaimed or unpaid dividend as on 31^st March, 2024.

10. Directors And Key Managerial Personnel:

i) Retire by Rotation:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association
of the Company, Ms. Monali Gaurang Kanakia (DIN: 10135949), Director of the Company
retires by rotation at this Annual General Meeting of the Company and being eligible, offers
herself for reappointment.

ii) Change in Directors and Key Managerial Personnel’s:

The following changes took place at the position of Directors and Key Managerial Personnel of
the Company during FY 2023-24:

Name of Director/ Key Managerial Personnel	Designation	Nature of Change	Date of Event
Mrs. Rekha Devang Kanakia	Managing Director	Resignation	May 03, 2023
Mr. Siddharth Gaurang Kanakia	Managing Director	Appointment	May 03, 2023
Mr. Rohan Devang Kanakia	Non-Executive N on-Independent Director	Re-designated	May 03, 2023
Mr. Gaurang Prataprai Kanakia	Non-Executive N on-Independent Director	Appointment	May 03, 2023
Ms. Monali Gaurang Kanakia	Executive Director	Appointment	May 03, 2023
Mr. Sunny Sharma	Company Secretary & Compliance Officer	Resignation	February 28, 2024

iii) Composition of Board of Directors and Key Managerial Personnel’s:

As on March 31, 2024, your Company’s Board of Directors comprises of the following
Directors:

Name of the Director	Director Identification Number (DIN)	Category
Mr. Siddharth Gaurang Kanakia*	07595098	Managing Director
Mr. Rohan Devang Kanakia**	09220915	Non-Executive Non-Independent Director
Mr. Gaurang Prataprai Kanakia*	00346180	Non-Executive Non-Independent Director
Ms. Monali Kanakia*	10135949	Executive Director
Mr. Hardik Rajnikant Bhatt	07566870	Independent Director
Mr. Kamlesh Rajani Chunilal	07588417	Independent Director
Mr. Pratik Pravin Tarpara	08689556	Independent Director

* Appointed wef May 03, 2023
** Re-designated wef May 03, 2023

As on March 31. 2024. your Company’s Key Managerial Personnel are as follows:

Name of KMP	Designation
Mr. Anand Prataprai Kanakia	Chief Financial Officer

iv) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking
into consideration the various aspects of the Board’s functioning, composition of the Board and
its Committees, culture, execution and performance of specific duties, obligations and
governance.

The performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Board of Directors expressed their satisfaction with the evaluation
process.

Meetings of the Board:

During the year under review the Board of Directors have duly met 7 times to transact the
business of the Company:

1^{st -} May 03, 2023
2^{nd -} May 30, 2023
3^rd - August 31, 2023
4^th - September 30, 2023
5^th - October 23, 2023
6^th - November 11, 2023
7^th - March 07, 2024

The maximum time gap between any two consecutive meetings did not exceed one hundred and
twenty days. The names, designation & categories of the Directors on the Board, their attendance
at respective Board Meetings held during the year and last Annual General Meeting and total
number of Shares held by them in the Company are as under:

Name of Directors	Category	No of Board meeting attended	Last AGM attend ed	No of Directors hip in other Compan y	Committee positions		No of Shares as on 31st March 2024
					Member	Chairm an
Mr. Siddharth Gaurang Kanakia	Chairman and Managing Director	7/7	Yes	1	0	0	50,000
Mr. Rohan Devang Kanakia	Non-Executive Non¬ Independent Director	7/7	Yes	0	0	0	NIL
Mr. Gaurang Prataprai Kanakia	Non-Executive Non¬ Independent Director	7/7	Yes	6	2	0	3,28,180
Ms. Monali Kanakia	Executive Director	7/7	Yes	0	0	0	28,210
Mr. Hardik Rajnikant Bhatt	Independent Director	7/7	Yes	0	2	0	NIL
Mr. Kamlesh Rajan Chunilal	Independent Director	7/7	Yes	0	2	2	NIL
Mr. Pratik Pravin Tarpara	Independent Director	3/7	Yes	0	0	0	NIL

v) Committees of the Board:

At present, there are Two (2) Committees of Board, i.e. Audit Committee and Nomination &
Remuneration Committee. The Company is not mandated to form Stakeholders Relationship
Committee and Corporate Social Responsibility Committee. The Composition and other details
related to the Committees are as follows.

Audit Committee

The audit committee of the Company is constituted in line with the provisions of Section 177 of
the companies Act, 2013.

The terms of reference of the Audit committee are broadly as under:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of the
Company;

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

4. Reviewing with the management, the annual financial statements and auditors’ report thereon
before submission to the board for approval, with particular reference to:

• Matters required to be included in the director’s responsibility statement to be included in
the board’s report in terms of clause (c) of sub-section 3 of section 134 of the 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 related party transactions

• Qualifications/Modified opinion on draft audit report.

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

6. Review and monitor the auditors’ independence and performance, and effectiveness of audit
process;

7. Approval or any subsequent modification of transactions with related parties;

8. Scrutiny of inter-corporate loans and investments.

9. Valuation of undertakings or assets of the Company, wherever it is necessary;

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

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

12. 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;

13. Discussion with internal auditors of any significant findings and follow up there on;

14. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or failure of internal control systems of a material change and
reporting the same to board.

15. 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;

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

17. Establish a vigil mechanism for directors and employees to report genuine concerns in such
manner as may be prescribed.

18. To review the functioning of whistle blower mechanism.

19. The audit committee may call for the comments of the auditors about internal control systems,
the scope of audit, including the observations of the auditors and review of financial statement
before their submission to the board and may also discuss any related issues with the internal
and statutory auditors and the management of the Company.

20. Appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate.

21. Carrying out any other function as is mentioned in the terms of reference of the audit
committee;

22. Oversee financial reporting controls and process for material subsidiaries;

23. The Audit Committee invites executives, as it considers appropriate (particularly the head of
the finance function), representatives of the statutory auditors and representatives of the
internal auditors to be present at its meetings.

24. 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. - Not Applicable

The Composition of Audit Committee is as follows:

Name	Category	No of meetings attended
Mr. Kamlesh Chunilal Rajani	Independent Director- Member	6/6
Mr. Hardik Rajnikant Bhatt	Independent Director- Chairman	6/6
Mr. Siddharth Kanakia*	Managing Director	1/1
Mr. Gaurang Prataprai Kanakia**	Non-Independent Non-Executive Director-Member	5/5

*Mr. Siddharth Kanakia ceased to be Member wef May 03, 2023

** Mr. Gaurang Prataprai Kanakia appointed to be Member wef May 03, 2023

Six audit committee meetings were held during the year and the gap between two meetings did not
exceed one hundred and twenty days. The dates on which the said meetings were held are as follows:
May 03, 2023, May 30, 2023, August 31, 2023, October 23, 2023, November 11, 2023 and March 07,
2024.

Nomination and Remuneration Committee

The Company had a Nomination and Remuneration Committee of directors. The Committee’s
constitution and terms of reference is in compliance with the provisions of Section 178 of the
Companies Act, 2013. The Committee comprises of 3 (three) members of the Board, the details of the
member are as follows:

Name	Category	No of meetings attended
Mr. Kamlesh Chunilal Rajani	Independent Director- Chairman	1/1
Mr. Hardik Rajnikant Bhatt	Independent Director- Member	1/1
Mr. Siddharth Kanakia*	Managing Director	1/1
Mr. Gaurang Prataprai Kanakia	Non-Independent Non¬ Executive Director-Member	NA

*Mr. Siddharth Kanakia ceased to be Member wef May 03, 2023

** Mr. Gaurang Prataprai Kanakia appointed to be Member wef May 03, 2023

During the year, under review, one meeting of Nomination and Remuneration Committee was held on

May 03, 2023.

Term of reference of the Committee, inter-alia, includes the following:

• To formulate the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a Policy, relating to the remuneration for the Directors,
Key Managerial Personnel and other employees.

• 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.

• To formulate the criteria for evaluation of performance of Independent Directors and the Board
of Directors.

• To identify persons, who are qualified to become Directors and who may be appointed in Senior
Management in accordance with the criteria laid down and to recommend to the Board of
Directors their appointment and removal.

• To carry out evaluation of Directors performance

• To devise a Policy on Board Diversity.

• To recommend to the board, all remuneration, in whatever form, payable to senior management.

Investor Complaints

Details of Investor Complaints received and redressed during the Financial Year 2023-24 are as
follows:

Opening Balance	Received during the Year	Resolved during the Year	Closing Balance
|NIL	|nil	NIL	|nil

No Complaints were outstanding as on 31st March 2024.

Declaration of Independence from Independent Directors:

All Independent Directors of your Company have individually and severally given a declaration
pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013. Based on the
declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all
Independent Directors are independent of the Management and have fulfilled the conditions as
specified in the Companies Act, 2013, rules made thereunder as well as applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

During the year under review, the independent Directors met on November 11, 2023 inter-alia to
discuss:

• Evaluation of performance of Non-Independent Directors.

• Evaluation of the performance of the Chairman of the Company, taking into account the
views of the Executive and Non-Executive Directors

• Evaluation of the quality, content and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.

11. Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm
that:

a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively and

f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

12. Change in the nature of business:

During the period under review, there is no change in the nature of business of the Company. The
Company continues to operate in the Manufacturing of Surgical Equipment’s.

13. Annual return:

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies
Act, 2013 (‘the Act’), in the prescribed form, is hosted on the Company’s website and can be
accessed at https://kmsgroup.in

14. Particulars of contracts/ arrangements with related party:

All related party transactions that were entered into by the Company during the financial year
under review were on arms’ length basis and in the ordinary course of business. There are no
material significant related party transactions entered into by the Company with its Promoters,
Directors, Key Managerial Personnel or other designated persons, which may have a potential
conflict with the interest of the Company at large. Details are annexed in Form AOC-2
“Annexure-A”. The policy on materiality of related party transactions and dealing with related
party transactions as approved by the Board may be accessed on the Company’s website
www.kmsgroup.in.

15. Listing with Stock Exchange

The shares of the Company are listed on BSE Limited. The Annual Listing fee payable to the
said stock exchanges for the FY 2023-2024, has been duly paid.

16. Statutory Auditors & Their Report:

M/s. H H Dedhia & Associates, Chartered Accountants, (Firm Registration No.: 148213W), are
appointed as Statutory Auditors of the Company for a period of 5 (Five) years, from the
conclusion of 25^th Annual General Meeting till the conclusion of 30^th Annual General Meeting of
the Company.

The report of the M/s. H H Dedhia & Associates, Chartered Accountants, on Financial
Statements for the FY 2023-24 forms part of the Annual Report.

The Statutory Auditors have given following qualified opinion in their Audit Report as on March
31, 2024:

Sr. No.	Opinion	explanations or comments
1.	As described in notes 13 to the accounts, the Company has commenced maintaining certain stock records of material items from mid of the year under report. The Company is in process of reconciling these stock records with books of accounts. The closing stock as on year-end has been physically verified and valued by the management and accordingly accounted in the books of accounts.	The company is in the process of streamlining stock records. Many new types raw materials were added and due to the nature of stock it was difficult to segregate cost for every identifiable item of stock and hence the record for any excess shortage will be identified by the company as and when such discrepancies are evaluated by the management, but the stock value has been done properly as per rules and there has been no discrepancies about it

17. Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, Mr. Naveen Maheshwar Karn,
Practicing Company Secretary was appointed Secretarial Auditors of the Company. The report of
the Secretarial Auditors is enclosed as Annexure-B to this report.

The Secretarial Auditors have given following remarks in their Secretarial Audit Report as on
March 31, 2024:

Sr. No.	Opinion	explanations or comments
1.	Company has not complied with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 wrt registration of Independent Directors under Independent Director''s Databank.	Company is in process of registration of Independent Directors under Independent Directors Databank
2.	During the FY 2023-24, Company has paid Managerial Remuneration to Mr. Siddharth Kanakia, Managing Director in excess of the approval obtained from Shareholder.	Company shall at the ensuing Annual General Meeting is proposing to pass resolution to waive off excess remuneration paid to Managing Director subject to approval of shareholders.

18. Cost Auditor:

Pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and
Audit) Rules, 2014 as amended from time to time your Company is not required to appoint Cost
Auditor for the financial year 2022-23.

19. Internal Auditor:

The provision of Section 138 of The Companies Act, 2013 applicable to company and company
has appointed M/s. K D Shah & Associates LLP, Chartered Accountant, as an internal auditor of
the Company, to carry out internal Audit for the financial year 2023-24 based on the
recommendation of the Audit Committee.

20. Risk management:

Risk Management is a risk-based approach to manage an enterprise, identifying events that may
affect the entity and manage risks to provide reasonable assurance regarding achievement of
entity’s objective. The risk management process consists of risk identification, risk assessment,
risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.
The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is
reviewed by the Audit committee and approved by the Board from time to time. These
procedures are reviewed to ensure that executive management controls risk through means of a
properly defined framework. In the opinion of your Board, none of the risks which have been
identified may threaten the existence of the Company.

21. Internal Control Systems and Their Adequacy:

The Company has in place an adequate budgetary control system and internal financial controls
with reference to financial statements. No reportable material weaknesses were observed in the
system during the previous fiscal. Further, the Company has laid down internal financial control
policies and procedures which ensure accuracy and completeness of the accounting records and
the same are adequate for safeguarding of its assets and for prevention and detection of frauds
and errors, commensurate with the size and nature of operations of the Company. The policies
and procedures are also adequate for orderly and efficient conduct of business of the Company.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness
of the internal control systems and suggests improvements to strengthen the same. The Company
has a robust Management Information System, which is an integral part of the control
mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are
periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key
role in providing assurance to the Board of Directors. Significant audit observations and
corrective actions taken by the management are presented to the Audit Committee of the Board.
To maintain its objectivity and independence, the Internal Audit function reports to the Chairman
of the Audit Committee.

22. Deposits:

The Company has not accepted any deposit from the general public within the meaning of
section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014.

23. Particulars of loans, guarantees or investments by the company under Section 186 of the
Companies Act, 2013:

The company has not given any loans or guarantees or investments covered under the provisions
of Section 186 of the Companies Act, 2013 during the Financial Year 2023-24.

24. Material changes affecting the financial position of the company:

During the year ended March 31, 2024, there were no material changes and commitments
affecting the financial position of the Company have occurred between the period ended March
31, 2024 to which financial results relate and the date of the Report.

25. Corporate social responsibility:

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 is not
applicable to the Company, hence no such Committee has been formed. However, Company had
always tried in its best possible ways to involve itself in social development activities.

26. Significant and material orders passed by the regulators or courts:

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

27. Management discussion and analysis:

The Management Discussion and Analysis Report on the operations of the Company, as required
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in
a separate section and forms an integral part of this Report as Annexure-C.

28. Corporate Governance:

The Company is listed on SME Exchange, hence Corporate Governance Report is not applicable.

29. Vigil Mechanism/Whistle Blower Policy:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the
Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of
Directors and employees to report to the management about the unethical behaviour, fraud or
violation of Company’s code of conduct.

The Whistle Blower Policy and Vigil Mechanism provides a channel to the employees to report
to the management concerns about unethical behaviour, actual or suspected fraud or violation of
the Codes of Conduct or policy and also provides for adequate safeguards against victimization
of employees by giving them direct access to the Chairman of the Audit Committee in
exceptional cases. The Protected Disclosures, if any reported under this Policy will be
appropriately and expeditiously investigated by the Chairman.

The Policy covers malpractices and events which have taken place / suspected to have taken
place, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules,
manipulations, negligence causing danger to public health and safety, misappropriation of
monies, and other matters or activity on account of which the interest of the Company is affected
and formally reported by whistle blowers concerning its employees.

Your Company hereby affirms that no Director/ employee have been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year. The
policy is available on the Company’s website: www.kmsgroup.in.

30. Familiarization programs for independent directors:

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the familiarization program aims to provide Independent Directors with the
industry scenario, the socio-economic environment in which the Company operates, the business
model, the operational and financial performance of the Company, significant developments so
as to enable them to take well informed decisions in a timely manner.

The familiarization program also seeks to update the Directors on the roles, responsibilities,
rights and duties under The Companies Act, 2013 and other statutes. The Chairman and
Managing Director also has a one to one discussion with the newly appointed Director to
familiarize him with the Company’s operations. Further, on an ongoing basis as a part of Agenda
of Board / Committee Meetings, presentations are regularly made to the Independent Directors
on various matters inter-alia covering the Company’s the detail of the familiarization program.

31. Performance evaluation

Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of the SEBI (LODR)
Regulations, 2015, the Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of all the Committees of the
Board. A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board’s functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Non¬
Independent Directors was carried out by the Independent Directors. The Directors expressed
their satisfaction with the evaluation process.

32. Code Of Conduct:

Regulation 17(5) of the SEBI Listing Regulations, 2015 requires listed Companies to lay down a
Code of Conduct for its directors and senior management, incorporating duties of directors as
laid down in the Companies Act, 2013. Your Company has adopted and laid down a code of
conduct for all Board members and Senior Management of the company pursuant to Clause 49 of
the erstwhile listing agreement. The code of conduct is available on the website of the company.
All Board members and senior management personnel have affirmed compliance with the Code
of Conduct. A declaration to this effect signed by the Managing Director is given in this Annual
Report.

33. Reconciliation of share capital audit:

As stipulated by Securities and Exchange Board of India (SEBI), Mr. Naveen Maheshwar Karn,
Practicing Company Secretary carried out the Reconciliation of Share Capital Audit to reconcile
the total admitted capital with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is
carried out every quarter and the report thereon is submitted to Stock Exchanges and is also
placed before the Board of Directors. No discrepancies were noticed during these audits.

34. Insider Trading

The Company has adopted a ‘Code of Conduct for Prevention of Insider Trading and Corporate
Disclosure Practices’ in accordance with the SEBI (Prohibition of Insider Trading) Regulations,
1992, as amended. The policy lays down procedures to be followed and disclosures to be made
while dealing with shares of the Company and cautioning them of the consequences of
violations. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information, is available on the Company’s website.

35. Disclosure Of Material T ransactions:

Under regulation 26(5) of SEBI Listing Regulations, 2015, Senior Management has made
periodical disclosures to the Board relating to all material financial and commercial transactions,
where they had (or were deemed to have had) personal interest that might have been in potential
conflict with the interest of the Company. None of the independent directors have any material
pecuniary relationship or transactions with its Promoters, its Directors, its senior management or
its subsidiaries which may affect their independence and have received a declaration from them
to this effect.

36. Particulars of employees:

The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports
and accounts are being sent to the members and others entitled thereto excluding the information
on employees’ particulars which is available for inspection by the members at the Registered
office of the company during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in inspecting the same, such
member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during
FY 2023-24. The statement of Disclosure of Remuneration under Section 197(12) of the Act and
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(‘Rules’), is annexed as Annexure-D and forms an integral part of this Report.

37. Conservation of energy, technology absorption and foreign exchange earning& outgo:

Information on conservation of energy, technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies
[Accounts] Rules, 2014, are provided in the Annexure E and forms part of this Report.

38. Prevention of sexual harassment at workplace:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rule made thereunder. During the year under review, there were no
cases filed or reported pursuant to the provisions of the said Act.

39. Secretarial standards:

During the Financial Year 2023-24, the company is in compliance with the applicable Secretarial
Standards issued by the Institute of Companies of India with respect to Board and General
meetings.

40. Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the excellent
assistance and co-operation received from all our Clients, Bankers, Business Associates and the
Government and other regulatory authorities and thank all stakeholders for their valuable
sustained support and encouragement towards the conduct of the proficient operation of the
Company. Your Directors would like to place on record their gratitude to all the employees who
have continued their support during the year.

For and on behalf of the board of directors
Sd/-

Date: 28.08.2024 Siddharth Gaurang Kanakia

^{Place: Mumbai} Chairman & Managing Director

DIN:07595098