Vasa Denticity Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting the Ninth (09th) Annual Report of VASA DENTICITY LIMITED together
with the Audited Financial Statements for the financial year ended 31st March 2025, and the Report of the

Auditors thereon.

The report highlights the financial performance of the Company, key developments during the year under

review, major business operations, changes in the Board or Key Managerial Personnel, statutory compliances,
and the way forward.

A summary of the Company’s financial performance, business highlights, statutory disclosures, and corporate

governance practices are covered in the ensuing sections of this Report.

1.FINANCIAL SUMMARY OR HIGHLIGHTS/ STATE OF COMPANY'S AFFAIRS:

FINANCIAL RESULTS	(Figure in Lacs)
Particulars	Financial Year ended 31st March, 2025	Financial Year ended 31st March, 2024
Revenue from Operations	24,915.29	Â	17,188.31
Other Income	193.55	Â	143.17
Profit before Depreciation, Finance Cost and tax expenses	2,500.48	Â	2,048.19
Less: Depreciation/ Amortization impairment expenses	170.54	Â	100.18
Profit before Tax Expense and Exceptional Items and Finance Cost	2,329.94	Â	1,948.01
Less: Finance Cost	0.05	Â	7.29
Profit before Tax Expense and Exceptional Items	2,329.89	Â	1,940.72
Add/ (Less): Exceptional Items	-	Â	-
Profit before Tax Expense	2,329.89	Â	1,940.72
Less Tax Expenses (Current & Deferred)	620.97	Â	432.93
Less MAT Credit	-	Â	-
Net Tax Expenses	620.97	Â	432.93
Profit after tax for the year	1,708.92	Â	1,507.79
Balance of Reserves & Surplus for earlier years	5,233.05	Â	298.52
Surplus carried forward to Balance Sheet	1,708.92	Â	1,507.79

CONSOLIDATED FINANCIAL RESULTS	(AMOUNT IN LACS)
Particulars	Financial Year ended 31st March, 2025	Financial Year ended 31st March, 2024
RevenuefromOperations	2,4936.57	17,188.31
OtherIncome	193.55	143.20
Profitbefo re Depre ciation, Finance Cost and tax expenses	2485.84	2048.29
Less:Depreciation/Amortization impairment expenses	172.86	100.42
ProfitbefoaeTaxExpense and Exceptional Items and Finance Cost	2312.98	1947.87
Less:FinanceCost	0.92	7.29
ProfitbeforeTaxtxpense and Exceptional Items	2312.06	1940.58
Add/ (Less): Exceptional Items	-	-
Profit before Tax Expense	2312.06	1940.58
Less Tax Expenses(Current&Deferred)	622.25	433.00
Less MAT Credit	-	-
Net Tax Expenses	622.25	433.00
ProfitTftertaxfortheyear beforeMinoritylnteresT	1689.81	1507.58
MinorityInterest	(6.95)	-
Profit after minority interest	1696.76	1507.58
Less: Dividend paid on Equity Shares	-	-
Less: Dividend Distribution Tax	-	-

2.KEY FINANCIAL RATIOS

1	Current Ratio	Current Assets	7.71 Times
		Current Liabilities
Â
2	Debt - Equity Ratio	Total Debt	NA
		Shareholder’s Equity
Â
3	Debt Service Coverage Ratio	Earnings available for debt service (Profit before tax + Interest + Depreciation + Amortization)	NA
	Â	Debt Service (Interest Principal Repayments)
Â
4	Returnon Equity (ROE) :	Net Profits after taxes	13%
		Average Shareholder’s Equity
Â
5	Trade Receivables Turnover	Net Credit Sales	18.25 Times
	Ratio	Trade Receivable Outstanding

6	Trade Payables Turnover Ratio	Net Credit Purchase	17.88 Times
		Trade Payable Outstanding
Â
7	Net capital turnover ratio	Net Sales	2.28 Times
		Average Working Capital
Â
8	Naterofitnatio	Net Profit	7%
		Net Sales
Â
9	Returnon capital employed	Earnings before interest and taxes	18%
	(ROCE)	Capital Employed

3.STATEOFTHE COMPANY AFFAIRS, IF ANY.

The financial year under review has been marked by commendable financial discipline and operational
resilience. TheCompany reportedarobust netprofit ofINR l,7hb.9P lakhs onastandalone OTsis.while the
conaoli daiedn ef erofit stood at INR 1,696.76 lakhs, underscoring consistent performance across the Company

and its subsidiaries.

Thiu eustPipePpcofitanilityioaSRStamenRborbeCompn ny’sst raaeeid focus, prudent cost management, and

unwavering commitment to excellence. Despite the complexities of the current business environment, the
Company has successfully leveraged its core competencies and market opportunities to deliver value to its
shareholders.

Listed on the SME 3jN2NCjisJjnj0 TStional Stock Exchange (NSE), thHSSHJjnjfiflllEmains steadfast in

adhering to regulatory compliances and proactively embracing best corporate governance practices to foster
transparency, accountability,and stakeholder trust.

Lookisgafiaad^he^hrdiaoptimisticabouttheConnpany’sfutureprospectsoednomainscomnnittedtod riving

sustainablegrowth while enhancing shareholder wealth through innovationandoperational excellence.

4. RESERVE ANDSURPLUS

As of Plarca31t 2025, the Company’s reserves and surplus stood at INR 10,351.73 lakhs. This comprises the
Security PromiumAccount balance of INR 7,043.12 lakhs, which includes additions during the year neOof IPO
and share issue expenses. The ESOP Reserve remained at INR 42.33 lakho.rofleoting the allocaliot towards
emplooee stack opeiooa. ThmStatement of Profit and Loss account showed a cumulative balance of INR
3,266.28 lakhs, incorporating the opening balance and the profit earned duringtfeyear. The robust rooerves
underscore the Company’s strong financial position and prudent management of equity and earnings.

Particulars	Amount (in INR)
Balance at the Beginning of the year	50,33,04,475
Addition during the year	34,39,45,584
IPOexpa nseashate issue expatise	(52,02,952)
ESOPceaprae	02,33,268
Profit During the year	17,08,92,126
Balance at the end of the year	1,03,51,72,501

5.INDUSTRY SCENARIO

The Indian dental care industry has been witnessing consistent growth, fuelled by increasing awareness of
oral health, a rising middle-class population, and expanding access to dental care services in both urban and
semi-urban areas. Advances in dental technologies, growing cosmetic dentistry trends, and improved insurance
coverage are further driving demand for modern dental equipment and high-quality consumables. The sector
is also benefiting from the growing presence of private dental chains and clinics, as well as a sharp rise in dental
tourismduetocost-effective treatment options in India.

The dentalequipmentandsupplies market in India is becoming increasingly competitive, with dental practitioners
seeking efficient, reliable, and innovative products to improve patient outcomes and clinic efficiency. In response
to this demand, the industry is shifting towards the adoption of digital dentistry, minimally invasive instruments,
and premium-quality disposable products, ensuring hygiene and compliance with global standards.

In alignment with this evolving landscape, the Company is actively engaged in supplying a wide range of dental
products, instruments, equipment, and consumables to dental clinics, hospitals, and practitioners across India.
With a focus on operational excellence, product quality, and customer satisfaction, the Company continues to
expand itsreachandstrengthenitspositioninthedental suppliesmarket.

The main object of the Company is to carry on the business of manufacturing, importing, exporting, distributing,
and dealing in all kinds of medical and surgical products, with a particular specialization in dental instruments,
equipment, and consumables. These include items such as dental syringes, surgical gloves, sterilization kits,
diagnostic tools, suction devices, and other essential clinical supplies used in day-to-day dental practice.
Through a strong distribution network, commitmentto innovation, and adherence to regulatory compliance, the
Company aims to support the dental fraternity by delivering high-quality, cost-effective, and reliable solutions
that meet the evolving needs of modern dentistry.

FUTURE OUTLOOK:

Vasa Denticity Limited remains firmly focused on its vision of becoming a leading and trusted name in the dental
products and solutions industry. The Company continues to pursue sustainable growth through a combination
of digitalinnovation, market expansion, operational excellence, and customer-centric strategies.

1.    StrengtheningMarketPresence:

The dental healthcare industry is evolving rapidly with growing awareness, increasing professionalization, and
higherdemand foradvanced dental products. The Company plans to enhance its penetration in both urban and
underserved markets by optimizing its supply chain, expanding its distribution capabilities, and undertaking
focused marketing campaigns. New geographies are being evaluated for expansion, which will enable the
Company to widen its reach and serve a larger customer base.

2.    ExpandingandDiversifyingProductPortfolio:

Vasa Denticity intends to introduce a broader range of dental consumables, instruments, and equipment to
address the dynamic needs of dental practitioners. The focus will be on offering reliable, high-quality, and
affordable products, including technologically advanced solutions that support modern dental practices. The
Companyisalsoexploringstrategiccollaborations and product tie-ups to further enrich its product offerings.

3.    Enhancing Technology and Digital Capabilities:

The Company’s online platform will continue to be a key driver of growth. To stay ahead in the digital commerce
space, the Company is investing in platform upgrades, automation, and personalized customer engagement

tools. These advancements will enable a more intuitive, responsive, and seamless user experience, driving
customer satisfaction and retention.

4.    Engaging and EmpoweringtheDentalCommunity:

Vasa Denticity is committed to supporting the professional growth of dental practitioners. The Company aims
to launch and expand educational initiatives, including webinars, workshops, and product demonstrations,
in collaboration with industry experts. These programs are designed to build awareness, improve product
knowledge,and foster a strong and informed dental community.

5.    OperationalEfficiencyand Supply Chain Optimization:

To meet growing demand and ensure timely delivery, the Company is enhancing its supply chain infrastructure
through betterinventorymanagement,warehousing solutions,and logisticscoordination.Theseimprovements
are expected to reduce operational costs, shorten delivery cycles, and improve overall efficiency.

6.    Organizational Development and Talent Building:

As thebusi ness grows, the Company is placing significant emphasis on attracting and developing skilled talent

across all levels. Structured training, leadership development programs, and a performance-driven culture
will form the foundation for building a future-ready workforce.

7.    Focus on Sustainability and Long-Term Value Creation:

Vasa Denticity is gradually integrating sustainability into its core operations by optimizing packaging

materials, promoting digital documentation, and ensuring ethical and responsible sourcing. The Company is
also committed to maintaining high standards of governance and transparency as it continues on its growth
trajectory. With a strong digital backbone, expanding product range, customer-centric approach, and a
commitmentto operationalandprofessional excellence, VasaDenticity Limited is well-positioned tocapitalize

on emerging opportunities and deliver consistent value to its stakeholdersinthe yearsahead.

6. DIVIUEND:

The Board or Direotors, after acomprehessiveevaluation of all relevant factors, including thelong-term
interests of the Company, its financial performance, future growth requirements, and in alignment with the
Company's Dividend Policy, has deemed it prudent not to recommend anydividend for the finangicl year
endaB March 3B, 0025. This decision reflects the Board’s commitment to conceding internal resources to

support strategic initiatives and future expansion.

Further, during the year under review, the Company did not have any funds lying unpaid or unclaimed for
a period of seven (7) years. Accordingly, there were no amounts required to be transferred to the Investor
EduasOionand ^usotection Fsnd(IE^uF)intermsof Section 124(5) oftheCompaciea Act, 2013.

In linewirhtho^ovteionsofthe Investor Education and Protection Fund Autlparid/(Accounting, Audiy,Transfer
and Refund) Amendment Rules, 2017, the Company was not required to filoaa^a forms with the l°iniatry of
CorporhteAgaiisduriognfepear, gsnosucF hronsfer or related activity aroee.

7. COUPANY’S PERgORMAiCh ( Figuresare on Standalone basis )

The financial year ended March 31, 2025, witnessed a strong operational and financial performance by the

Company. The total revenue from operations amounted to Rs. 24,915.29 lakhs, registering

notable increase over the previous year’s revenue of Rs.17,188.31 lakhs. This growth was primarily driven by

a steady rise in
demand across key product categories, deeper market penetration, and strengthened distribution capabilities.

The Profit After Tax (PAT) attributable to shareholders for FY 2024-25 stood at Rs. 1,708.92 lakhs, as compared to
Rs. 1,507.79 lakhs in FY 2023-24. The increase in net profit reflects improved operational efficiency, disciplined
cost management, and strategic investments in technology and infrastructure.

Despite incremental investments made during the year in expanding the workforce, upgrading systems, and
enhancing customer engagement platforms, the Company has been able to maintain a strong profitability
position. The overall financial results underscore the Company’s commitment to delivering sustainable growth
andlong-termvaluetoitsstakeholders.

8. CHANGEINTHE NAME OF THE COMPANY:

TherewasnochangeinthenameoftheCompanyduringtheperiodunderreview.

9. MATERIALCHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year 2024-25, there are following material changes which affect the financial position of
thecompany:

A.    PREFERENTIAL ISSUE OF EQUITY SHARES AND WARRANTS

The Company undertook a preferential issue of equity shares and warrants, which has had a significant impact
on its financial position, capital structure, and shareholding pattern. Pursuant to the Board Resolution passed
on October 3, 2024, and the Special Resolution passed by the shareholders on October 28, 2024, the Company
issued 6,05,538 equity shares at an issue price of Rs. 578 per share, along with 8,65,052 warrants at the same
price of Rs. 578 per warrant, each of which was convertible into one equity share. As of the date of this report,
all the warrants have been fully converted into equity shares, thereby increasing the paid-up share capital of
the Company.

This preferential issue and subsequent conversion of warrants have resulted in a substantial increase in the
Company’s equity base, providing it with additional capital that will be used to enhance its working capital
position, fund business expansion, and support other corporate purposes. The capital raised has alsoimproved
the Company’s financial liquidity, enabling it to better position itself for future growth and operational
requirements.

However, the issuance of additional shares and the conversion of warrants have led to a dilution of the
promoter’s shareholding. While the dilution is a natural outcome of raising capital through equity issuance,
the Company remains committed to its long-term growth strategy and to generating sustainable value for its
shareholders. The Company views this capital infusion as a strategic move to fund its growth initiatives and
improve its market position, while ensuring a strong financial foundation for the future.

B.    FORMATIONOF SMILEWORKS PRIVATE LIMITED - SUBSIDIARY IN INDIA

During the financial year 2024-25, the Company established a new subsidiary, Smileworks Private Limited,
which was incorporated on October 29, 2024. The subsidiary was set up to support the Company’s long¬
term growth strategy by diversifying its business and expanding into new markets. The paid-up share capital
of Smileworks Private Limited is Rs. 3,01,00,000, and the Company holds a 60% stake in this newly formed
subsidiary.

This strategic move allows the Company to tap into new business opportunities in the relevant sector, enhance
its market presence, and increase its operational efficiencies. The formation of Smileworks Private Limited will
not only contribute positively to the Company’s consolidated financial position but will also provide significant
growth potential in the near and long term. The Company intends to leverage the capabilities and resources
of this subsidiary to complement and expand its existing operations, with a focus on improving market share,
profitability, and business sustainability.

C. FORMATION OF FOREIGN SUBSIDIARY IN THE UNITED KINGDOM (UK)

Subsequent to the closure of the financial year, on May 21, 2025, the Company formed a foreign subsidiary
named Dentalkart Distribution UK Limited in the United Kingdom. The subsidiary is headquartered in England
and Wales, with its registered office located at 120 Honeysuckle Avenue, Cheltenham, GL53 0AT. The Company
holds a 51% stake in Dentalkart Distribution UK Limited, which allows it to exercise significant control over the
subsidiary’s operations in the UK and Europe.

The establishment of Dentalkart Distribution UK Limited aligns with the Company’s strategic goal to expand
its international footprint and strengthen its position in the European markets. The subsidiary will primarily
focus on distributing the Company’s dental products and services across the UK and neighboring regions.
With this move, the Company aims to increase its market reach, enhance product distribution, and tap into
newbusinessopportunitiesinthedentalsectorinternationally.

D.    STRATEGIC ACQUISITION OF IDS DENMED PRIVATE LIMITED

Subsequent to the closure of the financial year, the Board of Directors, in their meeting held on August 01,
2025,approved the acquisition of a51% stake in IDS Denmed Pvt. Ltd., oneof India’s largest and most respected
traditional dental distribution companies. This strategic acquisition is in line with the Company’s long-term
objective of expanding its footprint in the dental products sector and creating an integrated platform that
bridges both online andofflinedistribution channels for dental professionalsacrossIndia.

Details of the Transaction:

•    The Company has successfully acquired 19.92% of the total equity stake in IDS Denmed Pvt. Ltd. through
cashconsideration, which has been approved by the Board.

• Additionally, the Company intends to acquire 31.08% of the total equity stake via a share swap arrangement,
where new shares will be issued to the existing shareholders of IDS Denmed Pvt. Ltd. In compliance with
regulatoryrequirements,this issuanceofnew shares requires shareholderapproval.

In accordance with this, an Extraordinary General Meeting (EGM) has been scheduled for 25th August 2025,
where shareholders will be invited to approve the acquisition and related resolutions. Detailed information
on the transaction, including the resolutions to be voted upon, will be circulated to shareholders ahead of the
meeting.

Once fully approved, this acquisition will combine the technological strengths and e-commerce leadership
of Dentalkart with the established offline distribution network and customer relationships of IDS Denmed,
creating a robust and integrated ecosystem in the Indian dental industry. By merging these strengths, the
Company aims to deliver comprehensive, end-to-end solutions to dental professionals, enhancing both
product accessibility and customer experience across the nation.

FutureOutlook:

The Directors firmly believe that this acquisition will significantly strengthen the Company’s market position
and broaden its reach in the dental products industry. By leveraging the synergies between the digital
capabilities of Dentalkart and the extensive offline network of IDS Denmed, the Company is well-positioned to
further enhance its competitive edge and expand its offerings to dental professionals across India.

The Directors are confident that this acquisition will unlock new growth opportunities and create long-term value

for the Company’s shareholders.

Note: Apart from the above, there have been no material changes or commitments affecting the financial
position of the Company during the year under review or post the closure of the financial year. The financial
statements have been prepared in accordance with the existing conditions, and no events have occurred after
the balancesheet datethatwould have a material impact on the Company’s financial position.

10.    DETAILSOFREVISION OF FINANCIAL STATEMENT OR THE REPORT

During the period under review, the Company has not undertaken any revision of its financial statements or reports
for any of the three preceding financial years. This includes both voluntary revisions and any amendments mandated
by a judicial authority or regulatory body. The Company confirms that no revision was made to its previously filed
financial statements either voluntarily or pursuant to any order passed by a judicial or regulatory authority.

This ensures that the financial position and performance disclosed in the previous years' reports remain accurate
and consistent, and no significant changes or restatements have been made post the approval of the respective
annualfinancialstatements.

11.    CHANGE IN THE NATURE OF THE BUSINESS, IF¹Â ANY :

During the period under review, there has been no change in the nature of the Company’s business. The Company
continues to operate in the trading of dental products, primarily focused on the distribution of high-quality dental
care products to dental professionals, clinics, and institutions.

The Company’s offerings include a wide range of dental consumables, equipment, instruments, and accessories,

ensuring that dental professionals have access to the latest and most reliable solutions in the dental care industry.

No changes have occurred in the core operations of the Company, and it remains committed to its focus on the
denthl nroduct trading sector, tnsuring cpntinued service excellence and market growth.

12. REGISTRAR ANDTRANSFER AGENT

M/s Mass Services Limited has been appointed as the Registrar and Share Transfer Agent (RTA) of your Company.
They are responsible for handling all matters related to share transfers, dematerialization of shares, and other
relsted services.

Members are reqsested to direct all correspondeece pertoiningtolihn transfer or dematerialination ofshares, aowell
as any other share-related queries, to the following address:

M/s Mess Services Umited

^and Flooh, T-34, Block T,

Okhla Industrial Estate, Phase II,

Road, Pocket W,OkhlaPhaseII,

New;' Delhi - 110020

NOTE :

The company has initiated thi e process of appointing KFin Technologies Limited as its new Registrar and
Tran sfer Agent(RTA).Theappointmentiscurrently in progress and will bedulynotified upon completion.

13.    LISTINGOFSHARES

The Equity Shares of your Company are listed on the NSE EMERGE Platform (SME segment of the National Stock
Exchange of India Limited). The Company’s shares were listed on June 02nd 2023 and are currently being traded
under the symbol “DENTALKART”.

The listing on the NSE SME Platform has provided the Company access to a wider capital market and enhanced
visibility among investors. The Company is following all applicable listing regulations and continues to adhere
to the standards and requirements laid down by the NSE and SEBI.

The listing details are as follows:

•    Stock Exchange: NSE EMERGE (SME Platform)

•    Trading Symbol: DENTALKART

•    ISIN: INE0N5801013

The Company confirms that the annual listing fees for the financial year 2025-2026 have been duly paid to the

stock exchange within the prescribed timelines.

14. DISCLOSURES RELATING TO SCHEDULE V PART F OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015

Pursuant to Schedule V Part F of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
detailsin respect oftheshareslyinginthesuspense accounttillMarch 31, 2025 isasunder:

Description	Total
Aggregate Number of Shareholders and the outstanding shares in the initiationof suspenseaccountinthebeginningofthefinancialyear	Nil
Number of shareholders who approached the Company for transfer of Shares from suspenseaccountduringthe year 2024-25	NA
Number of shareholders to whom shares were transferred from suspense account duringtheyear2024-25	NA
Aggregate number of Shareholders and the outstanding shares in the Suspense Accountlyingas on March 31, 2025	Nil
That the voting rights on these shall remain frozen till the rightful	NA

15. REPORT ON CORPORATE GOVERNANCE

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the compliance with the provisions of Corporate Governance is not mandatory for companies listed on
the SME Platformof stockexchanges.

Your Company is listed on the NSE EMERGE Platform (SME segment of the National Stock Exchange of India
Limited) and hence, the provisions relating to the submission of a report on Corporate Governance under
Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule
V of theSEBI(LODR) Regulations,2015arenotapplicable to the Company.

However, the Board of Directors of your Company is committed to following the principles of good corporate
governance and maintaining the highest standards of transparency, integrity, and accountability in the
functioning of the Company. Even though the formal Corporate Governance Report is not mandatory, the
Company has voluntarily adopted several governance practices.

16. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis Report forms part of this Annual Report and provides an
overview of the industry structure, developments, opportunities, threats, performance, outlook, risks, and
internalcontrols of the Company.

Thesaidreportis annexed herewith and forms an integral part of the Board’s Report.
AnnexureI:ManagementDiscussion and Analysis Report

17. CODEOFCONDUCT

As per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has laid down Code of Conduct for all Directors and Senior Management of the Company and
the same has been posted on the website of the Company. Annual Compliance Report for the year ended
March 31, 2025, has been received from all the Directors and Senior Management Personnel of the Company
regarding compliance of all the provisions of Code of Conduct. Additionally, Company has also adopted code
of conductforIndependent

Directors of the Company in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Declaration regarding compliance with the code of conduct of
board and senior management is annexed herewith
Annexure-II-CodeofConduct

18.    MD/CFO CERTIFICATE PURSUANT TO THE PROVISIONS OF REGULATION 17(8) OF THE SEBI (LISTING
OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2015 I Nil

Pursuant to the provisions of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Certificate jointly issued by the Managing Director and the Chief Financial Officer of the
Company for the financial year ended 31st March 2025, confirming the correctness of financial statements and
the adequacyofinternal controls, has been obtained.

Thesaid certificateformspartofthisAnnualReportand is annexed herewithas:

Annexure III - MD/CFO Certificate

19.    EMPLOYEESTOCK OPTION PLAN

The Company has established an Employee Stock Option Scheme titled “Vasa ESOS 2023” with effect from
September20, 2023, to attract, retain, and incentivize eligible employees by providing them an opportunity to
participate in the growth of the Company.

Theschemewasapprovedby:

•    TheNomination and Remuneration Committee (NRC) held in its meeting on August 23, 2023.

•    The Board of Directors in its meeting held on the same date, i.e., August 23, 2023, based on the NRC’s
recommendation.

•    The Shareholders of the Company by way of Special Resolution at the Annual General Meeting held on
September 20,2023.

The total pool size under the Vasa ESOS 2023 Scheme is fixed at 2% of the total existing share capital of the
Company as on the date of approval, amounting to 3,20,324 equity shares.

The scheme is administered and implemented by the Nomination and Remuneration Committee in accordance
with the applicable provisions of the Companies Act, 2013, and SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021.

Pursuant to the approval of the Vasa ESOS 2023 Scheme, the Company has initiated the grant of stock options
in multiple tranches to eligible employees, in recognition of their contribution and to foster long-term value
creationthrough equity participation.

Under the first tranche of the Scheme, the Company granted a total of 39,215 employee stock options to
eligible employees. Each option confers the right to subscribe to one equity share of the Company at a
fixed exercise price of ?10 per share, being the face value of the equity shares. The grant under Tranche 1
was approved by the Nomination and Remuneration Committee through circular resolution dated January
24, 2024. These options were granted in accordance with the vesting schedule, exercise period, and other
terms and conditions prescribed in the Vasa ESOS 2023 Scheme. This tranche marked the initial rollout of the
Scheme,enablingkey employees to participate in the Company’s growth journey.

Under the second tranche, the Company granted 1,21,441 employee stock options to a broader set of eligible
employees. The options entitle the holders to subscribe to equity shares of the Company at an exercise price
equivalent to the book value per equity share as on March 31, 2025. The grant under Tranche 2 was approved
by the Nomination and Remuneration Committee at its duly convened meeting held on May 16, 2025, and
the same was taken note of by the Board of Directors at its duly convened meeting held on the same date.
This tranche was strategically designed to align employee incentives with the Company’s long-term financial
performanceandshareholdervaluecreation.

Both tranches have been granted in compliance with the applicable provisions of the Companies Act, 2013 and
the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and are being administered by
the Nomination and Remuneration Committee, which oversees the implementation and governance of the
Scheme.

20.    CREDITRATINGS

During the financial year, CRISIL Ratings Limited has reaffirmed the Company’s credit rating as under:
Long-TermBankFacilities(Rs.15 crore)-CRISILBBB/Stable

The rating reflects the Company’s established operational track record in oral care contract manufacturing,
long-standing association with reputed clients, and experienced promoters. CRISIL has noted stable
performance in FY24, supported by improvement in scale and sustained operating margins. The financial risk
profileis adequate, with a conservative capital structure and efficient working capital management.

However, the rating is constrained by the modest scale of operations, high client concentration risk, and
exposure to volatility in raw material prices. The outlook remains Stable, indicating CRISIL’s expectation that
the Companywillmaintain its credit profile over the medium term.

21.    CHANGEINMEMORANDUMANDARTICLE OF ASSOCIATION

During thefinancialyearunderreview,theCompany undertook amendments to its constitutional documents—
namely the Memorandum of Association and the Articles of Association—to support its capital structuring
decisions and ensure alignment with evolving regulatory and strategic requirements.

In view of the issuance of convertible warrants and equity shares during the year, the Company increased

its authorized share capital from Rs. 16,50,10,000 (Rupees Sixteen Crore Fifty Lakh Ten Thousand only) to
Rs. 20,00,00,000 (Rupees Twenty Crore only). As a result of this increase, Clause 5 of the Memorandum of
Association was altered to reflect the revised capital structure. The amended clause now reads as under:

“The Authorized Share Capital of the Company is Rs. 20,00,00,000 (Rupees Twenty Crore only) divided into

1.99.99.000    (One Crore Ninety-Nine Lakh Ninety-Nine Thousand) equity shares of Rs. 10/- (Rupees Ten only) each
and1,000 (OneThousand) preference shares of Rs. 10/- (Rupees Ten only) each."

Additionally, with a view to facilitating future capital raising through permissible modes and to ensure statutory
flexibility in issuing securities, the Company inserted a new Clause 8 in its Articles of Association. This newly
inserted clause enables the Board of Directors to undertake further issuances of securities, including by way of
preferential allotment or private placement, in accordance with applicable legal and regulatory frameworks.
Theinsertedclausereadsasfollows:

“Notwithstanding anything contained, further issue of securities may be made in any manner whatsoever as the
Board may determine, including by way of preferential offer or private placement, subject to and in accordance
with the provisions of the Companies Act, 2013, the rules made thereunder, and the pricing methodology as
prescribed for listed entities under the regulations issued by the Securities and Exchange Board of India (SEBI)
fromtimeto time."

Both the alteration to Clause 5 of the Memorandum of Association and the insertion of Clause 8 into the
Articles of Association were duly considered and approved by the shareholders of the Company through a
specialresolutionpassedattheExtra-OrdinaryGeneral MeetingheldonOctober 28, 2024.

These amendments are in line with the Company’s long-term strategic objectives and provide the necessary
statutory and operational flexibility to manage capital structure efficiently, in compliance with applicable
provisions of the Companies Act, 2013 and SEBI regulations.

22.    REGISTERED OFFICEOF THECOMPANY

During the year under review, there was no change in the location of the registered office of the Company. It
continues to be situated at Khasra No. 714, P.O. Village Chattarpur, South Delhi, New Delhi - 110074,India.

23.    CHANGESIN SHARECAPITAL:

In its pursuit of growth and strategic alignment, the Company has taken significant steps to strengthen its
capital baseduringthe financial year 2024-25.

Recognizing the need to create sufficient headroom for future capital infusion, the Company enhanced its
authorized share capital from Rs. 16,50,10,000 to Rs. 20,00,00,000. The revised capital structure now comprises

1.99.99.000    equity shares and 1,000 preference shares of Rs. 10 each. This change, aimed at facilitating the
issuance of equity shares and convertible warrants, was duly approved by the Board of Directors on October
3, 2024, and received shareholders consent at the Extra-Ordinary General Meeting held on October 28, 2024.
Following this, the Company secured in-principal approval from the stock exchange on January 28,2025, and
the tradingapprovalfortheequityshares allotted was granted on February 10,2025.

Pursuant to these developments, the Company successfully allotted equity shares during the financial year,
resulting in an increase in paid-up share capital from Rs. 16,01,62,080 (comprising 1,60,16,208 equity shares of
Rs. 10 each) to Rs.16,62,17,460 (comprising 1,66,21,746 fully paid-up equity shares of Rs. 10 each).

Subsequently post closure of the financial year: -

Further,, pursuant to the Board Meeting held on August 01, 2025, the Company approved the acquisition
of IDS Denmed. As part of the consideration for this acquisition, the Company will issue 12,34,185 equity
shares to the existing shareholders of IDS Denmed through a share swap arrangement as discussed under
Point 9(D). This issuance is subject to approval by the shareholders in the Extraordinary General Meeting
(EGM) scheduled for August 25, 2025, as well as necessary regulatory approvals under applicable SEBI
regulations.

Authorized Share Capital:-

Particulars	Authorized Share Capital
As of 31st March 2024	Rs. 16,50,10,000
Add:	Rs. 3,49,90,000
Revised Authorized Capital as of 31st March 2025	Rs. 20,00,00,000

Paid Up Share Capital: -

Particulars	Paid up Share Capital
As of 31st March 2024,	Rs. 16,01,62,080
Equity issue	Rs. 60,55,380
Revised paid up Capital as of 31st March 3035	Rs. 16,62,17,460

Apart from this, there was no further alteration in the capital structure. The Company did not issue any equity
shares via rights issue, bonus issue, qualified institutional placement, or private placement (other than the
above). Additionally, no equity shares with differential voting rights, sweat equity shares, debentures, non¬
convertible instruments, or employee stock options/schemes were issued during the financial year.

As on March 31, 2025, the capital structure reflects a stronger and well-aligned foundation, positioning the
Company to confidently pursue its strategic goals and long-term value creation.

24. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Board of Directors of the Company comprised a balanced mix of executive and non¬
executive directors, including independent directors, with diverse expertise and experience across industries.
The composition of the Board is as follows:

DIN/PAN	NAME OF THE DIRECTOR/KMP	DESIGNATION	DATE OF APPOINTEMNT
07487686	Dr. Vikas Agarwal	Chairman & Managing Director	29-08-2016
07484533	Mr. Sandeep Aggarwal	Whole-time Director	29-08-2016
10056201	Mrs. Akanksha Aggarwal	Non-Executive Director	01-03-2023
08734797	Mr. Ravi Jagetiya	Non-Executive Independent Director	17-03-2023
10053612	Mr. Varun Chugh	Non-Executive Independent Director	17-03-2023
05216282	Mr. Parmeshwar Ravi	Non-Executive Independent Director	11-03-2024
10799309	Dr. Rohan Kaushikbhai Bhatt	Additional Non-Executive Director	14-11-2024
ADCPA6483A	Mr. Gaurav Agarwal	Chief Financial Officer	03-10-2024
CGTPN2449D	Ms. Nidhi	Company Secretary & Compliance Officer	14-02-2025

The Board continues to function in a transparent, responsible, and effective manner in alignment with the

Company’s governance framework and statutory obligations.

After the closure of the financial year 2024-25, Mr. Akhilesh Attray (Membership No. ACS 70791) resigned
from the position of Company Secretary and Compliance Officer, which was effective from January 07,

2025. The Board places on record its appreciation for his valuable contributions during his tenure.

Thereafter, the Board, at its meeting held on February 14, 2025, approved the appointment of Ms. Nidhi
(Membership No. ACS 74591) as the Company Secretary and Compliance Officer with effect from the same

date.

CHANGE INDIRECTORS/KEY MANAGERIAL PERSONNEL TILL THE DATE OF THIS REPORT:

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, change in
designation, Resignation, Death, Dis-quaiification, variation made or withdrawn etc. are as follows:

Â	Name	Designation	Nature of change	With effect from
1 Dr. Vikas Agarwal .. Chairman & Re-appointment September 30, 2024 g Managing Director hh h Addinional fNon-
2 ... D^°ha" „ ExKcifrivn)Director Appointment November 14, 2024 Kh auRSiikORaiB^^tt
Â
3 Mr. Sandeep CFO Resignation October 03, 2024 Aggarwrlt g
Â
4 Mr. Gaurav Agarwal CFO Appointment October 03, 2024
Â
5 Mr. Akhilesh Attray Resignation January 7,2025
Â
6 Ms. Nidhi Appointment February 14,2025

25.    WOMEN DIRECTOR:

In accordance with the provisions of Section 149(1) of the Companies Act, 2013, read with Rule 3 of the
Companies (Appointment and QnalificaPionsDf Directors) Rules,R014, inclEdingany statutofy modification^:

or re-enactment(s) thereof for the time being in force, and other applicable provisions, if any, the Company has
tontplied with tha requirementotaRpointingat least one-woman directoron its Board.

In line with this statutory requirement, Dr. Akanksha Aggarwal (DIN: 10056201) was appointed as a Non-
EDenutioeWomay minactoron tUmUnard ofthe Company with effect from March 01,2023. Her appointment
reflects the Company’s commitment to promoting gender diversity and balanced representation attteBmerd
level.

26.    RETIRING BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the
Company, all Rirectors, axcept Indepen degt Directors, are liable to retire by rotatioo. One-third of such Directors,
wAr hart beaR lecgeat in oUtine siucurKuirlast epaointment,shall tetire at eaai Annunl Gmuroi Meet iRf. unAiif
eligible, may offer themselves for re-appointment.

Accordingly, Dr. Akanksha Aggarwal (DIN: 10056201), Non-Executive Director of the Company, being the

Oirectonotgest in office among those liable to retire by rotation, is due to retire at fOetu suinRhtnntalGnn eral
Meeting. Being eligible, she has offered herself for re-appointment.

Her re-appointment, if approved by the members, shall not be deemed to constitute a break in his office as the
Non- Executive Director of the Company.

27. INDEPENDENT DIRECTORS DECLARATION:

The Company has three Independent Directors on its Board, in compliance with the provisions of the Companies
Act, 2013 and applicable rules and regulations. The details of the Independent Directors are as follows:

Mr. Ravi Jagetiya (DIN: 08734797)

Mr. Ravi Parmeshwar (DIN: 05216282)

Mr. Varun Chugh (DIN: 10053612)

Pursuant to the provisions of Section 149(8) of the Companies Act, 2013 read with Schedule IV of the Act and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has devised a
formal framework for performance evaluation of the Board, its Committees, and individual Directors, including
Independent Directors.

In accordance with this framework, performance evaluations from all the Independent Directors were duly
received on 15th May, 2025. The evaluation was carried out through a structured questionnaire which covered
various aspects such as:

•    Participation in Board and Committee meetings;

•    Understanding of the Company’s business and regulatory environment;

•    Contribution to strategic decision-making;

•    Safeguarding the interest of stakeholders;

•    Upholding high standards of integrity and governance;

•    Active engagement in the functioning and effectiveness of the Board.

The Independent Directors have also submitted a declaration confirming that they meet the criteria of
independence as specified under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the
SEBI (LODR) Regulations, 2015.

No separate meeting of the Independent Directors was held during the financial year 2024-25. However, since the
Company is listed on the SME platform, it is exempt from certain corporate governance provisions in accordance
with Regulation 15(2) of the SEBI (LODR) Regulations, 2015, which include the requirement of holding a separate
meeting of Independent Directors.

Despite the exemption, the Board of Directors remains committed to sound governance practices. The feedback
received from the Independent Directors during the evaluation process has been duly considered to enhance
the effectiveness of the Board and its committees.

The Board is of the view that the Independent Directors have performed their roles with diligence and provided
valuable guidance and independent judgment in the interest of the Company and its stakeholders.

28.INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT

DIRECTOR

Pursuantto the provisions of Section 134(3) of the Companies Act, 2013, read with Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014, the Board of Directors is required to state its opinion on the integrity, expertise, and
experience (including proficiency) of the Independent Directors of the Company.

As theCompany is a listed entity, the provisions of Section 149(4) of the Companies Act, 2013, relating to the

appointment of Independent Directors are applicable. In compliance with these provisions, the Board has carried
out a comprehensive evaluation of the integrity, expertise, and experience of all Independent Directors.

The Board confirms that each of the Independent Directors possesses the necessary qualifications, skills,
and exiaeriecchrequiredfortlaei r role. Their professional background, in-depth knowledge, and expertise in
diversnsectotafurther contribute to the strategic and operational objectives of the Company. Furthermore,
the Independent Directors have demonstrated the requisite proficiency as cur thneriteri a laidoutunderthe
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and have actively contributed to the
governanceframework of the Company.

The Board is of the opinion that the Independent Directors meet the independence criteria under Section
149(6) ofshe Compaaieshct,2013,dhddapa the nssessary compalenceto discharpe theirdutieteffectively and

independently.

29. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company has conducted Six (06) meetings during the financial year under review.

The maximum interval between any two meetings was well within the maximum permissible period of one
hundred and twenty days.

The followings Meetings of Board ofDirectors took place during the Financial Yearunder review:

Â	Â	Total Number of directors associated as on the date of meeting	Attendance
S.No	Date ofMeeting		No. of directors Attended	% of attendance
1.	16.05.2024	6	6	1—1 O O
2.	26.07.2024	6	6	b^ o o
3.	22.08.2024	6	4	66.67
4.	03.10.2024	6	4	66.67
5.	14.11.2024	7	4	57.14
6.	14.02.2025	7	7	b^ O O

Attendance ofdirectors in board meetings:

Name of the Director	No. of Meetings held	No. of Meetings attended 1
Dr.VikasAgarwal	6	6
Mr.SandeepAggarwal	6	6
Dr. Akanksha Agga rwal	6	4

Mr. Ravi Jagetiya	6	5
Mr. Parmeshwar Ravi	6	5
Mr. Varun Chugh	6	4
Dr. Rohan Khaushikbhai Bhatt	2	1

30. MEETINGS OF THE SHAREHOLDERS

During the period under review, Following General Meetings of the shareholder of the Company held:

Â	Â	Â	Attendance
Type of Meeting	Date of Meeting	Total no. of shareholder	No. of shareholders attended
AnnualGeneralMeeting	30.09.2024	2551	25
Extra General Meeting	28.10.2024	2600	16

31. COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013 and the applicable rules made
thereunder, the Board of Directors of the Company has constituted an Audit Committee. The Committee is
entrusted withthe responsibility of overseeingtheCompany’s financial reporting process, disclosure of
financial information, internal controls, risk management, and audit functions.

Composition of the Committee:

Name of the Committee Member	Designation in Committee	Designationin Company
Mr. Varun Chugh	Chairperson & Member	Non-Executive IndependentDirector
Mr. Ravi Jagetiya	Member	Non-Executive IndependentDirector
Dr.VikasAggarwal	Member	Chairman & Managing Director

Meetings:

The following Meetings of the Audit Committee took place during the Financial Year under review:

Date of the Meeting	No. of Members entitled to attend	No. of Members attended
16.05.2024	3	3
26.07.2024	3	3
22.08.2024	3	2
14.11.2024	3	3
14.02.2024	3	3

Attendance of Members in the Audit Committee meeting:

Â	Attendance
Name of the Director No. of Meetings held	No. of meetings Attended % of attendance
Mr. Varun Chugh 5	O CO
Mr. Ravi Jagetiya 5	5 100
Dr. Vikas Agarwal 5	5 100

NOMINATION & REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 and the applicable rules fram
thereunder, the Company has duly constituted a Nomination and Remuneration Committee to oversee matte
relating to the appointment, performance evaluation, and remuneration of Directors and senior manageme
personnel.

Composition of the Committee:

Name of the Committee Member	Designation in Committee	Designation in Company
Mr. Ravi Jagetiya	Chairperson & Member	Non-Executive Independent Director
Mr. Varun Chugh	Member	Non-Executive Independent Director
Ms. Akanksha Aggarwal	Member	Non-Executive Director

Meetings:

The following Meetings of the Nomination & Remuneration Committee took place during the Financial Ye
under review:

Date of the Meeting	No. of Members entitled to attend	No. of Members attended
16.05.2024	3	2
14.02.2025	3	3

Attendance of Members at the Nomination & Remuneration Committee meeting:

Â	Â	Attendence
Name of the Director	No. of Meetings held	No. of meetings Attended	% of attendance
Mr. Ravi Jagetiya	2	2	1—1 O O
Mr. Varun Chugh	2	2	o o
Mrs. Akanksha Agga rwal	2	1	50

The Committee has discharged its responsibilities relating to the formulation of criteria for appointment,
evaluation of performance of Directors, and recommendation of remuneration policies for the Directors and
Key Managerial Personnel.

STAKEHOLDER RELATIONSHIP COMMITTEE:

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the compliance requirements under Regulation 20 pertaining to the constitution of a Stakeholders
Relationship Committee are not mandatorily applicable to companies listed on the SME Platform.

However, as a measure of good governance and proactive investor service, the Company has voluntarily
constituted a Stakeholders Relationship Committee to oversee matters relating to shareholders’ and investors’
interests.

Composition of the Committee:

Name of the Committee Members	Designation in Committee	Designation in Company
Mr. Varun Chugh	Chairperson & Member	Non-Executive Independent Director
Dr. Vikas Agarwal	Member	Managing Director
Mr. Sandeep Aggarwal	Member	Whole-Time Director

Meetings:

As the Company is not mandatorily required to hold separate meetings of the Stakeholders Relationship
Committee under SEBI LODR Regulations, no standalone meeting of the Committee was held during the year
under review. However, important matters concerning stakeholder relations and investor grievances were duly
considered and addressed in the meetings of the Board of Directors.

As on March 31, 2025, there were no pending investor complaints, and all queries received from shareholders
during the year were resolved in a timely and satisfactory manner.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE & (CSR) POLICY:

In accordance with the provisions of Section 135 of the Companies Act, 2013, and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR)
Committee to oversee and implement its CSR initiatives in a structured and effective manner.

CSR Committee:

The CSR Committee is responsible for formulating and recommending the CSR Policy to the Board, identifying

and approving CSR projects in line with the policy, monitoring the implementation of CSR activities, and
ensuring compliance with statutory obligations.

ComDosition of the CSR Committee:

S.No.	Name of the Committee Member	Designation in Committee	Designation in Company
1	Dr. Vikas Agarwal	Chairperson & Member	Chairman & Managing Director
2	Mr. Sandeep Aggarwal	Member	Whole Time Director
3	Mr. Ravi Kant Jagetiya	Member	Non-Executive Independent Director

CSR Policy:

The Company has adopted a well-defined CSR Policy that outlines its vision, guiding principles, focus areas,
and the mechanism for implementation and monitoring of CSR programs. The Policy is designed to serve the
larger goal of contributing towards the development of society.

The CSR Policy of the Company is available on its website at www.dentalkart.com. A brief outline of the CSR
Policy and the initiatives undertaken during the financial year 2024-25 is provided in Annexure to this Report,
as per the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

ANNEXURE-IV: RETURN ON CSR

FUND AND INVESTMENT COMMITTEE:

Post closure of the financial year, in view of the Company’s evolving operational requirements and in order to
facilitate a more efficient and responsive decision-making process, the Board of Directors, at its first meeting
of the financial year 2025-26 held on 16th May, 2025, approved the constitution of a Fund and Investment
Committee.

The primary objective of constituting this Committee is to streamline and expedite decision-making related
to the Company’s funding, investment, and borrowing activities, particularly those associated with meeting
working capital and other financing needs. The Committee has been empowered to act on matters that would
otherwise require full Board approval, thereby ensuring timely execution of financial strategies without the
necessity of convening a Board meeting for each such transaction.

Composition of the Committee:

Name of the Member	Designation in Committee	Designation in Company
Dr. Vikas Agarwal	Chairperson & Member	Chairman & Managing Director
Mr. Sandeep Aggarwal	Member	Whole-Time Director
Mrs. Akanksha Aggarwal	Member	Non-Executive Director

The Committee shall function within the scope of authority delegated by the Board and shall operate in
accordance with the applicable provisions of the Companies Act, 2013, and internal governance policies of
the Company.

32.    COMPANY’S POLICY ON DIRECTOR’S, KMPS & OTHER EMPLOYEES APPOINTMENT & REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES, INDEPENDENCE, ETC.:

In accordance with the provisions of Section 178(1) of the Companies Act, 2013, the constitution of a Nomination
and Remuneration Committee is applicable to the Company. Accordingly, the Company has duly constituted
the Committee and has formulated a Nomination and Remuneration Policy in line with the provisions of
Section 178(3) of the Act.

The Policy lays down the framework for appointment and removal of Directors, Key Managerial Personnel, and
Senior Management, as well as the criteria for determining qualifications, positive attributes, and independence
of Directors. It also outlines the guiding principles for evaluating their performance and determining their
remuneration, ensuring that it is fair, transparent, and aligned with the objectives and long-term interests of
the Company.

33.    DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company confirms
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 devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

34.    STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
THE FINANCIAL STATEMENTS:

The term “Internal Financial Controls” refers to the policies and procedures adopted by the Company to ensure
the orderly and efficient conduct of its business, including adherence to its internal policies, safeguarding of
assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and
the timely preparation of reliable financial information.

The Company has established and maintained adequate internal financial controls with reference to
the financial statements, commensurate with the size and nature of its operations. During the year under
review, the effectiveness of such controls was evaluated and tested. Based on the internal assessments and
independent audit reviews, no reportable material weaknesses in the design or operation of internal financial
controls were observed.

The Board is of the opinion that the Company has sound internal financial controls in place, which are
operating effectively and are adequate for ensuring the integrity of its financial reporting and compliance with

35.    DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION 12 OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the financial year under review, the Statutory Auditors of the Company have not reported any instances
of fraud committed against the Company by its officers or employees under sub-section (12) of Section 143
of the Companies Act, 2013, except for those which are required to be reported to the Central Government in
the prescribed manner as per the Companies (Audit and Auditors) Rules, 2014. The Board of Directors hereby
confirms that it has not received any such report from the Statutory Auditors and there have been no material
instances of fraud noticed or reported during the year that require disclosure in this Report.

36.    PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

As on March 31, 2025, the Company has two subsidiaries, namely Waldent Innovations Private Limited and
Smileworks Private Limited.

(a)    Waldent Innovations Private Limited (Wholly Owned Subsidiary).

Waldent Innovations Private Limited, originally incorporated on August 24, 2017, became a wholly owned
subsidiary of Vasa Denticity Limited effective August 23, 2023, pursuant to the acquisition of 100% of its equity
share capital by the Company.

The company is engaged in the business of manufacturing, processing, exporting, importing, distributing, and
trading a wide range of surgical instruments, diagnostic equipment, and medical devices. Its product portfolio
includes medical furniture, syringes, needles, urobags, poly masks, oxygen tents, catheters, cannulas, suction
devices, infusion and dialysis sets, gloves, stethoscopes, sphygmomanometers, microscopes, otoscopes, and
various other disposable and non-disposable surgical and medical products. Waldent also deals in medical
kits and containers, thereby catering to the broader healthcare segment with high-quality, affordable, and
accessible solutions.

(b)    Smileworks Private Limited (60% stake)

Smileworks Private Limited was incorporated on October 29, 2024, as a subsidiary of Vasa Denticity Limited,
which has held 60% of its equity share capital since incorporation, thereby retaining controlling interest from
the outset.

Smileworks Private Limited is engaged in the comprehensive business of manufacturing, producing, refining,
processing, exporting, importing, distributing, trading, merchandising, and dealing in a wide array of dental
products. The company’s operations encompass the sale, purchase, repacking, wholesaling, retailing, and
stocking of artificial dentures, including full and partial acrylic dentures, acrylic and metallic fixed bridges,
removable cast partial dentures, metallic and acrylic crowns, ceramic dental prostheses, implant-based dental
prostheses, injection-moulded dentures, and readymade teeth. Additionally, Smileworks deals in all varieties
of dental raw materials.

Beyond prosthetics, Smileworks also undertakes the business of manufacturing and supplying surgical
instruments, medical furniture, diagnostic and medical equipment, and various medical kits, thereby catering
to both dental and general healthcare needs.

Subsequent to the closure of the financial year:

(a)    Dentalkart Distribution UK Limited

On May 21,2025, the Company formed a foreign subsidiary named Dentalkart Distribution UK Limited in the
United Kingdom. The subsidiary is headquartered in England and Wales, with its registered office located at
120 Honeysuckle Avenue, Cheltenham, GL53 0AT. The Company holds a 51% stake in Dentalkart Distribution
UK Limited, which allows it to exercise significant control over the subsidiary’s operations in the UK and
Europe.

The establishment of Dentalkart Distribution UK Limited aligns with the Company’s strategic goal to expand
its international footprint and strengthen its position in the European markets. The subsidiary will primarily
focus on distributing the Company’s dental products and services across the UK and neighboring regions.
With this move, the Company aims to increase its market reach, enhance product distribution, and tap into
new business opportunities in the dental sector internationally.

(b)    IDS Denmed Pvt. Ltd

On August 01, 2025, the Board of Directors approved the acquisition of a 51% stake in IDS Denmed Pvt.
Ltd., which will become a subsidiary of the Company, subject to shareholder and regulatory approvals. The
acquisition includes:

•    19.92% stake acquired through cash consideration.

•    31.08% stake to be acquired via a share swap arrangement, pending shareholder approval.

This strategic move combines Dentalkart’s digital capabilities with IDS Denmed’s established offline
distribution network, providing a comprehensive solution for dental professionals across India.

An Extraordinary General Meeting (EGM) is scheduled for August 25, 2025, to seek shareholder approval for
the acquisition and related resolutions.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of
the subsidiaries in Form AOC-1 is attached to this Report as Annexure V.

The financial statements of the subsidiary companies and related detailed information are available for
inspection by the members at the registered office of the Company and can also be provided upon request in
accordance with the applicable laws.

37. DEPOSITS:

Pursuant to the provisions of Sections 73 to 76 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014, the Company is permitted to accept deposits from its members,
directors and their relatives, and from the public (in case of eligible companies), subject to compliance
with the conditions prescribed under the said Act and Rules.

However, during the year under review, the Company has not accepted any deposits from the public,
its members, directors, or their relatives, or any other person, as defined under the Companies Act, 2013.
Further, no amounts were outstanding as deposits either at the beginning or at the end of the financial year.
Accordingly, the Company has complied with the applicable provisions relating to the acceptance of deposits
under the Companies Act, 2013.

Below is a summary table:

S.No.	Particular(s)	Amount
1.	Deposit Accepted during year	Nil
2.	Deposit remained unpaid or unclaimed at the end of year	Nil
3.	Amount of default in repayment of deposit or payment of interest thereon beginning of year	Nil
4.	Maximum amount of default in repayment of deposits or payment of interest thereon during year	Nil
5.	Amount of default in repayment of deposits or payment of interest thereon end of year	Nil
6.	Number of cases of default in repayment of deposits or payment of interest thereon beginning of year	Nil
7.	Maximum number of cases of default in repayment of deposits or payment of interest thereon during year	Nil
8.	Number of cases of default in repayment of deposits or payment of interest thereon end of year	Nil
9.	Details of deposits which are not in compliance with requirement of Chapter V of Act	Nil

38. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENT U/S 186 OF THE ACT

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of
Board and their Powers) Rules, 2014, the Company is empowered to make investments and grant loans, subject to
compliance with prescribed limits and approvals. The Company has duly complied with the said provisions during
the financial year under review. The detailed particulars of such transactions are as under

(A) Investments:

During the year under review, the Company made the following investments in accordance with Section 186(1)
and other applicable provisions of the Companies Act, 2013:

1.    Initial Investment in Subsidiary:

On October 29, 2024, the Company incorporated Smileworks Private Limited as its subsidiary by subscribing to

6000 equity shares which comprised 60% of the equity share capital at the time of incorporation. This investment
was made with the objective of expanding the Company’s operations in the dental and general healthcare product

segment.

Below is a summary table with relevant information regarding the incorporation and investment details.

2. Preferential Allotment by Subsidiary- Consideration Other Than Cash:

Further, during the financial year, Smileworks Private Limited issued and allotted 8,00,000 equity shares of Rs.

10 each to the Company on a preferential basis, for a total consideration of Rs. 80,00,000, This allotment was
made as consideration other than cash. This allotment was made in compliance with applicable provisions of the

Companies Act, 2013.

As a result of the above transactions, the aggregate investment made by the Company in Smileworks Private Limited
as on March 31, 2025, stands at Rs. 1,80,60,000 comprising of 18,06,000 equity shares of Rs. 10 each/- (60% of total
equity capital of the company) comprising 6000 equity shares as initial subscription), 10,00,000 equity shares due
to conversion of loan into equity, and 8,00,000 equity shares allotted pursuant to preferential allotment.

(B)    Loan:

During the financial year, the Company had granted a loan of Rs. 1,00,00,000 to its subsidiary, Smileworks Private
Limited, in compliance with Section 186(2) of the Companies Act, 2013. The loan was extended for operational and
business expansion purposes and was approved by the Board as required under Section 186(5). The transaction
was recorded in the Company’s Register of Loans in accordance with Section 189 of the Act.

Subsequently, the entire loan amount was converted into equity shares of the subsidiary, as detailed above, in
compliance with Section 62(3) of the Act. Accordingly, there were no outstanding loan balances as on March 31,
2025.

(C)    Subsequent to the closure of the financial year:

(a) On May 21, 2025, the Company formed a foreign subsidiary named Dentalkart Distribution UK Limited in the
United Kingdom. The subsidiary is headquartered in England and Wales, with its registered office located at
120 Honeysuckle Avenue, Cheltenham, GL53 0AT. The Company holds a 51% stake in Dentalkart Distribution UK
Limited, which allows it to exercise significant control over the subsidiary’s operations in the UK and Europe.

The establishment of Dentalkart Distribution UK Limited aligns with the Company’s strategic goal to expand its
international footprint and strengthen its position in the European markets. The subsidiary will primarily focus
on distributing the Company’s dental products and services across the UK and neighboring regions. With this
move, the Company aims to increase its market reach, enhance product distribution, and tap into new business
opportunities in the dental sector internationally.

Below is a summary table with relevant information regarding the incorporation and investment details

Particulars	Details
CIN	16465504
Name of the party	Dentalkart Distribution Uk Ltd
Nature of transaction	Investment
Rate of Interest in case of loan	NA
Brief of the transaction	The Company acquired a 51% stake in Dentalkart Distribution UK Limited, which allows it to exercise significant control over the subsidiary’s operations in the UK and Europe
Amount	510 GBP equivalent to Rs. 60,000 (Approx)
Date of passing Board resolution	March 24, 2025

Whether the threshold of 60% of paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium breached	No
Whether the transaction falls under the purview of Section 186(3) (Special Resolution)	No
Whether the transaction falls under the purview of Section 186(3) (Special Resolution)	No
SRN of MGT-14	AB6199146

(b) On August 01,2025, the Board of Directors approved the acquisition of a 51% stake in IDS Denmed Pvt. Ltd.
As a result of this acquisition, IDS Denmed will become a subsidiary of the Company, subject to shareholder
and regulatory approvals. The acquisition comprises:

•    19.92% stake acquired through cash consideration.

•    31.08% stake to be acquired via a share swap arrangement, pending shareholder approval.

This strategic acquisition combines Dentalkart’s digital expertise with IDS Denmed’s established offline
distribution network, creating a comprehensive solution for dental professionals across India.

An Extraordinary General Meeting (EGM) is scheduled for August 25, 2025, to seek shareholder approval for
the acquisition and related resolutions.

Below is a summary table with relevant information regarding the investment details

Particulars	Details
CIN	U33111DL2006PTC148336
Name of the party	IDS DENMED PRIVATE LIMITED
Nature of transaction	Investment
Rate of Interest in case of loan	NA
Brief of the transaction	The Board of Directors approved the acquisition of a 51% stake in IDS Denmed Pvt. Ltd in which 19.92% stake acquired through cash consideration and 31.08% stake to be acquired via a share swap arrangement, pending shareholder approval
Amount	Rs. 128,01,00,000
Date of passing Board resolution	August 01, 2025
Whether the threshold of 60% of paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium breached	No

Whetherthetransaction falls u nderthe p urview o fS ection 186(3) (Special Resolution)	No
Whetherthetransaction falls u nderthe p urview o fS ection 186(3) (Special Resolution)	No
SRN of MGT-14	AB5842674

Apart from the transactions mentioned ^lbo\/€e, theCompany has not maide any other investments, given any
loans, or provided any guarantees: or securities falling wiOliii"i ^h^ ambi t    Sectio n 186 oO tl"ie Compani <5:: A ct,

2013 during the financialyear ended March 31,2025.

39.    PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S SECTION 1 885 OF THE
ACT

All related party transactions entered into by the Company during the financial yearwere in the ordinary course

of business and on arm’s; length basis, and in compliance with the provisions of Section 188 of the Companies
Act, 2013 and the applicable Rules made thereunder.

In accordance w ith the requirements o f S ection 134(3)(h) o fthe C ompanies A ct, 2 013, read w ith R ule 8 (2) o f the
Companies (Accounts) Rules, 2014, the Form AOC-2, containing the particulars of contracts or arrangements
with related parties as required underSection 188(1), is annexed to this Report as Annexure-VI.

Further, disclosures as required under Accounting Standard (AS) 18 - Related Party Disclosures have been
made in the Note 37(b) to the Financial Statements, forming part ofthisAnnual Report.

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

The management i s adopting all possible measuresto conserve energy and absorb l atest technology available
as is required underthe provisions of Section 134(m) ofthe Companies Act, 2013.

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

Conservation of Energy:

the steps taken orimpacton conservation of energy	NIL
the steps taken by the company for utilizingalternate sources ofenergy	NIL
the capital investment on energy conservation equipment	NIL

Technology Absorption:

the efforts made towards technology absorption	NIL
the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
Details of technology imported, if any	NA
Year of Import	NA
Whether imported technology fully absorbed	NA
if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NA
the expenditure incurred on Research and Development	NA

Foreign Exchange Earnings/ Outgo:

Earnings	NIL
Outgo	Rs. 34,69,12,000

41.    RISK MANAGEMENT POLICY:

The board of directors of the company has adopted a risk management policy pursuant to the applicable
provisions of the companies act, 2013 and relevant guidelines. The policy provides a structured and disciplined
approach to identifying, assessing, mitigating, and monitoring various risks related to the company’s operations
and strategic objectives. It enables proactive management of risks across key functional areas including financial,
operational, regulatory, technological, and reputational risks.

The risk management framework is periodically reviewed by the board to ensure its effectiveness and alignment
with the evolving business environment.

Further details on the company’s risk management initiatives, key identified risks, and mitigation strategies have
been provided in the Management Discussion and Analysis (MD&A) section, which forms an integral part of the
annual report.

42.    ESTABLISHMENT OF VIGIL MECHANISM

The Company has established a Vigil Mechanism in accordance with the provisions of Section 177(10) of the
Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014.
Additionally, the Company complies with the requirements of Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

This mechanism enables directors and employees of the Company to report their concerns in a secure and
confidential manner. The Vigil Mechanism serves as a platform for stakeholders to bring to the attention of the
management any genuine concerns or grievances relating to unethical practices or improper conduct without
fear of retaliation or victimization.

The policy provides for adequate safeguards to protect whistle blowers from any form of harassment or adverse
employment consequences. Further, as per the company’s policy Protected Disclosures can be made to the
Compliance Officer at [email protected] or the Compliance Officer and Director at Khasra No. 714, Village P.O.
Chaarpur, New Delhi- 110074. In exceptional circumstances, whistleblowers can contact the Whistle Officer for
direct access to the Chairperson of the Audit Committee.

During the year under review:

The Vigil Mechanism remained fully operational and was actively monitored.

No individual was denied access to the Chairperson of the Audit Committee.

The Company did not receive any complaint under the mechanism for the financial year.

The Board affirms its commitment to uphold integrity, transparency, and ethical conduct across all levels of
the organization. The Vigil Mechanism Policy is periodically reviewed to ensure its continued effectiveness and
alignment with regulatory expectations and best practices in corporate governance.

43.    EXTRACT OF ANNUAL RETURN:

MCA vide notification dated 05.03.2021 has substituted Rule 12 of The Companies (Management and
Administration), Rules, 2014 as follows: - A copy of the annual return shall be filed with the Registrar with such fees
as may be specified for this purpose, accordingly the requirement of MGT-9 has been dispensed with, however a
copy of Annual Return in form MGT-7 is required to be placed over the website of the Company if any.

In compliance with the amended provisions and the requirements of Section 92(3) of the Companies Act, 2013,
read with Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company, being a listed entity, has maintained a functional website and placed the copy of the Annual
Return (Form MGT-7).

Accordingly, stakeholders may access the Annual Return at the following web address:
www.dentalkart.com

44.    POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Sexual harassment at the workplace constitutes a violation of the fundamental rights of a woman as guaranteed
under the Constitution of India—namely, the right to equality under Articles 14 and 15, the right to life and to
live with dignity under Article 21, and the right to practice any profession or to carry on any occupation, trade, or
business under Article 19(1)(g), which includes the right to a safe and secure working environment.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, Vasa Denticity Limited has adopted a comprehensive policy on the prevention, prohibition,
and redressal of sexual harassment at the workplace. The policy became effective from 22nd March 2023, and
underscores the Company’s commitment to ensuring a workplace that is free from all forms of harassment,
discrimination, and intimidation.

The Company adopts a zero-tolerance policy towards sexual harassment and is committed to fostering a culture
of equality, dignity, and respect. All complaints of sexual harassment are taken seriously, handled with the
utmost confidentiality, and investigated in a prompt and impartial manner. Strict disciplinary action, including
termination of employment, is taken against individuals found guilty of such misconduct. The Company also
ensures that no employee is subjected to retaliation or victimization for raising a concern or participating in an

Internal Complaints Committee (ICC):

To ensure compliance with the Act and effective implementation of the policy, the Company has constituted
an Internal Committee (IC), comprising the following members as on 31st March, 2025:

S.No.	Name of the Committee Members	Designation
1	Dr. Shivali	Chairperson & Presiding Officer
2	Dr. Shubham Sharma	Internal Member
3	Mr. Saurabh Agarwal	Internal Member
4	Ms. Garima Sabharwal	External Member

The Committee is responsible for addressing complaints of sexual harassment and ensuring a safe, inclusive,
and supportive workplace environment for all employees.

Statutory Disclosures:

The details regarding sexual harassment complaints for the financial year 2024-25 are as follows:

S.No.	Particular	Status
1	Number of Sexual Harassment Complaints received	1
2	Number of Sexual Harassment Complaints dispose off	1
3	Number of Sexual Harassment Complaint beyond 90 days.	Nil

Your directors further state the following with respect to compliance under the Act:

•    No other complaints were pending as of 31st March 2025.

•    The Annual Report, as mandated under the Rules, was duly filed with the District Officer for the calendar
year ended 31st December 2024, on 31st January 2025.

•    No further action has been initiated either by the Company or by the District Officer in relation to sexual
harassment matters.

Vasa Denticity Limited remains unwavering in its commitment to upholding the dignity, rights, and safety of all
employees, and continues to ensure full compliance with applicable laws and best practices for a harassment-
free workplace.

45.    DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL:

There are no significant and material orders passed by the regulators/courts/tribunal which would impact the
going concern status of the Company and its operations in the future.

46.    PARTICULARS OF EMPLOYEES:

Section 197 of Companies Act, 2013 deals with the overall maximum managerial remuneration and managerial
Remuneration in case of absence or inadequacy of profits. According to this section, the total managerial

remuneration payable by a public company, to its directors, including managing director and whole-time
director, and its manager in respect of any financial year shall not exceed the prescribed limit.

The details with respect to the remuneration of directors and employees as required under Section 197 of the
Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as ‘Annexure - VII’.

47. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

As on March 31, 2025, the number of employees of the Company stood as 355, the category is mentioned
below:

Category	Number of Employees
Female	88
Male	267
Transgender	NIL
Total	355

48.    STATUTORY AUDITORS

M/s. KRA & Co., Chartered Accountants (Firm Registration No. 020266N), Peer Review Certificate No.: 015776
having their office at H-1/208, Garg Tower, Netaji Subhash Place, Pitampura, New Delhi - 110034, were appointed
as the Statutory Auditors of the Company for a term of five consecutive financial years at the Seventh (07th )
Annual General Meeting of the Company for the Financial year 2022-23. Their tenure is scheduled to conclude
at the close of the Twelfth (12th) Annual General Meeting for the Financial year 2027-28.

The remuneration, including out-of-pocket expenses, is determined by the Board of Directors of the Company
from time to time. M/s. KRA & Co. have confirmed their eligibility and willingness to continue as Statutory
Auditors of the Company and have provided a declaration that they satisfy the criteria prescribed under
Section 141 of the Companies Act, 2013 and the rules made thereunder.

Pursuant to the notification of Section 40 of the Companies (Amendment) Act, 2017, which amended Section
139 of the Companies Act, 2013 and became effective from 7th May 2018, the requirement for annual ratification
of auditors’ appointment by the shareholders has been dispensed with.

Accordingly, the Board of Directors recommends the continuation of M/s. KRA & Co., Chartered Accountants,
(Firm Registration No. 020266N) as the Statutory Auditors of the Company to conduct the audit for the financial
year 2024-2025.

49.    SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to
annex with its Board’s Report a Secretarial Audit Report issued by a Practising Company Secretary.

In compliance with the above requirements, the Board of Directors on the recommendation of Audit
committee, at its first meeting of the financial year 2025-26 held on 16th May, 2025, appointed M/s. Naresh
Verma & Associates having Peer Review Certificate Number: 3266/2023, Practising Company Secretaries, as
the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2024-2025

The Secretarial Audit Report for the financial year 2024-25, issued in Form MR-3, will form an integral part of
this Annual Report and is annexed as Annexure VIII. The Report provides a detailed review of the Company’s
compliance with applicable laws, secretarial standards, listing regulations, and other regulatory frameworks.

The Board of Directors confirms that the Company has broadly complied with the applicable provisions of
corporate laws during the year under review and continues to maintain robust systems to ensure ongoing
statutory and regulatory compliance.

Further, the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations,
2024, were notified on 12th December 2024, introducing key changes to Regulation 24A of the SEBI (LODR)
Regulations, 2015, mandating that all listed entities shall appoint a secretarial auditor for a continuous
period of five years, starting from the financial year 2025-26.

However, in terms of Regulation 15(2) of the SEBI (LODR) Regulations, 2015, this requirement does not
apply to companies listed on the SME Platform, and hence, the said five-year mandatory appointment is
not applicable to the Company.

Despite this, the Company has voluntarily appointed M/s. Naresh Verma & Associates, Practising Company
Secretaries (Peer Review Certificate Number: 3266/2023), for a period of five years, from the financial year
2025-26 to 2029-30. This appointment was approved by the Board of Directors in their meeting held on
14th August 2025 and will be approved at the ensuing Annual General Meeting (AGM).

50. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014, and other applicable regulatory requirements, every listed company is required to
appoint an internal auditor to conduct internal audit of its functions and activities.

In compliance with the said provisions, the Board of Directors, at its meeting of the financial year 2024-25
held on 14th November 2024, appointed M/s. BGMG & Associates, Chartered Accountants (Firm Registration
No. 025265N), as the Internal Auditor of the Company for conducting the Internal Audit for the financial year
2024-2025.

M/s. BGMG & Associates are a reputed firm of Chartered Accountants, with extensive experience in auditing,
internal control assessments, and risk management systems across varied industries. Their appointment
underscores the Company’s commitment to strengthening internal controls and ensuring sound governance
practices.

The Internal Auditor reports directly to the Audit Committee and assists in evaluating the adequacy and
effectiveness of the Company’s internal control framework, operational efficiencies, and risk management
processes. Periodic internal audit reports and observations are reviewed by the Audit Committee, and
appropriate corrective actions are taken to address the identified areas of improvement.

The Board of Directors confirms that the internal audit function of the Company is operating independently
and effectively, and provides valuable inputs in maintaining transparency, accountability, and compliance
across all operational areas.

51.EXPLANATIO NORCOMMENTS BYTHEBOARDOFDIRECTORSONEVERYQUALIFICATIO N,RESERVATION
OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR IN THE AUDIT REPORT:

By the Statutory Auditor:

The Statutory Auditor Report does not contain any adverse remark that require comments/representation
from the board of directors.

By the Secretarial Auditor:

The Secretarial Auditor Report does not contain any adverse remark that require comments/representation
from the board of direct cor;;.

By the Internal Auditor:

Summary of Internal Audit Observatio ns and Management Responses forthe Financial Yea r 2024-25
GST Comp Nances

E-way Bill Non-lssuance: E-way bills riot gensrated for some dispatches above thseshold.

Management Respo nse:ldeet ifiedcas es arethe ca ses weere the order gete cancelleda fter billinu but hefore

dispatch. Currently Vinculum creates E-invoice at the time of packing of materiaLWe ene exploring option
where the E-way bill and E-invoice will be created at the time of dispatch and not at time of packing of material.

E-way BiU Generated tout: Not Booked: E-wen bills generated but not reEected in booEs/GeT^e-l_r

Management Reeponse:The iRentifibd urssu arewegre gounln went sent for CemoRdisptay putpoees onf

ynd not i ntnnded as a sale. As per GST provisi ons, suchnon -supply movements are permitted to be made on
a dnlivery challan, cae do nof require reconnitiun irr stales registers car GSTR-C. However, due to operational
oversight, E-Wau Bills were geneaated vuithout tagging the transactions clearly as demo-related. SOP issued to
disTateh tenm for identifying transection and process bPem accordingly.

Mismatch in GST Rnturns and E-way Bills: Incorrect tax head used.

Managem ent Resp onse: Here is no shortfall/ default in paymentoftax. In i dentiSied cases, iMRistic were
put underthe head ‘cottiercharges’whilecredtingthe waypill. Going further, the team is provided with SOPs to
show logistic charges under specific head only.

RCM Non-gompliance:RCM not gaid on ap inlicable transactions.

Management Response: The identified cases are ietern ationaltranscations pro Messed through corforate cre dit
cards wlfich [trot tracked lately con getting the monthly statement. VI/e are consolidating these transactions on
a single card for immediate tracking and compliance.

^eTC Reversal Not ⁿoneTBooks sold at 0% GSTledto reversal requirement

Management Rasponee: Ws If cave started a sectionof books and journals for dental stadentr where we are
selling books at a nominal price. Since books are 0% rates in GST, this gederates a nominal reversel of GST
ieput. Detailed working dor ITC reverse, under Rales 42 and 43 was prepared and shared. Based on the same,
the applicable reversal was duly recounted for in theiooks during March 2025.

Ineligible ITC on Gifts: Claimed on Diwali gifts.

Management Response:Reversed in January 2025; to be updated in May return.

ManagementResponse: F&F process included in Employee Handbook; standalone policy to follow.
Onboarding Document Gaps

Management Response: Reduced requirement to last 3 months’ salary slips/statements.

Frequent Recruitment Cancellations

Management Response: Largely due to internal redeployment or change in business priority; planning process
being tightened.

Imports:

SEP Evaluation Not Done for Overseas Vendors

Management Response: All DTAA documents now received; going forward, compliance to be pre-verified.
Inventory Management

Slow-Moving Inventory (>1 Year)

Management Response: Not significant; liquidation targets assigned to sales team.

Non-Moving Inventory (Rs. 25.31 Lakh)

Management Response: Provision of Rs. 4 Lakh created; discounted sales planned.

By the Cost Auditors:

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not

applicable to the Company.

52. SECRETARIAL STANDARDS 1 AND 2

During the financial year under review, all meetings of the Board of Directors and the General Meetings of

the Company were duly convened, held, and conducted in accordance with the applicable provisions of the
Companies Act, 2013 and in strict compliance with the Secretarial Standard on Meetings of the Board of Directors
(SS-1) and the Secretarial Standard on General Meetings (SS-2), as issued by the Institute of Company Secretaries
of India (ICSI) and approved by the Central Government.

The Company has also adopted the revised Secretarial Standards (SS-1 and SS-2), which came into effect from 1st

April, 2024, and has ensured that all Board and General Meetings during the year were conducted in accordance
with the amended provisions and best governance practices outlined therein.

The Board reiterates the Company’s ongoing commitment to the highest standards of corporate governance,
regulatory compliance, and ethical conduct in all aspects of its operations.

53.    THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR

During the year, there has been no case made or proceedings pending under the Insolvency and Bankruptcy
Code, 2016. Hence, the said clause is NOT APPLICABLE to the company.

54.    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.

During the Financial year under review, the company has not made any one-time Settlement with any party/
ies. Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial
Institutions during the financial year under review.

55.    AUDIT TRAIL IN THE ACCOUNTING SOFTWARE

The Ministry of Company Affairs (MCA) vide its notification dated March 24, 2021 and subsequent notification
dated April 1, 2022, has made it mandatory for every company to fulfil the requirement of an audit trail feature
in their accounting software from April 1st, 2023.

As per the above-mentioned notification, the company has fulfilled the requirement for an audit trail feature
in its accounting software during the reporting period.

BRIEF ABOUT AUDIT TRAIL

Audit Trail (also called audit log) is a security-relevant chronological record, set of records, and/or destination
and source of records that provide documentary evidence of the sequence of activities that have affected at
any time a specific operation, procedure, event, or device. An audit trail can further be described as a step-by¬
step sequential record that provides evidence of documented history of a transaction by which the accounting,
trade details, or other financial data can be traced to their source. Audit trails are used to verify and track many
types of transactions, including accounting transactions and trades in brokerage accounts.

In accounting terms, it refers to documentation of detailed transactions supporting summary ledger entries.
This documentation may be on paper or on electronic records.

56.    DESIGNATED PERSON FOR REPORTING OF SIGNIFICANCE BENEFICIARY OWNER

Pursuant to the notification issued by the Ministry of Corporate Affairs dated October 27, 2023, introducing
Sub-Rules (4) to (8) in Rule 9 of the Companies (Management and Administration) Second Amendment Rules,
2023, every company is required to designate a person responsible for furnishing information to the Registrar
with respect to beneficial interest in shares under the provisions of Section 90 of the Companies Act, 2013 read
with the Companies (Significant Beneficial Owners) Rules, 2018.

During the reporting period, the Company does not have any individual who holds beneficial interest, directly
or indirectly, in such a manner so as to qualify as a Significant Beneficial Owner (SBO) under the aforesaid
provisions. Accordingly, no SBO-related declarations, filings, or disclosures were required to be made by the
Company during the financial year.

In compliance with Rule 9(4) of the amended Rules, the Company had initially designated Mr. Akhilesh, who
was then serving as the Company Secretary & Compliance Officer of the company, as the responsible person
for ensuring compliance with the SBO framework. Upon his resignation from the post of Company Secretary
on January 7, 2025, the Board of Directors re-designated this responsibility to Ms. Nidhi Sharma, who assumed
office as the Company Secretary with effect from February 14, 2025.

The change in the designated person under Rule 9(4) was duly notified to the Registrar of Companies through
Form GNL-2, in accordance with the requirements of the Companies Act, 2013 and allied Rules.

57.    COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Ministry of Corporate Affairs, vide Notification G.S.R. 357(E) dated May 30, 2025, introduced the Companies
(Accounts) Second Amendment Rules, 2025, thereby amending the Companies (Accounts) Rules, 2014. These
amendments, effective from July 14, 2025, mandate enhanced disclosures and compliance reporting with
respect to the Maternity Benefit Act, 1961.

Accordingly, the Board of Directors of the Company confirms that:

The Company has duly complied with all the applicable provisions of the Maternity Benefit Act, 1961, including
but not limited to, the grant of paid maternity leave, nursing breaks, protection against dismissal during
maternity leave, and creche facilities (where applicable). The Company remains committed to maintaining a
safe and inclusive workplace for women employees.

58.    DISCLOSURE OF OUTSTANDING DUES TO MICRO AND SMALL ENTERPRISES (MSMEs)

In accordance with the provisions of Section 22 of the Micro, Small and Medium Enterprises Development Act,
2006, and the corresponding reporting obligations under the Companies Act, 2013, read with MCA Circular No.
01/2019 dated 21st January 2019, and the amendments reflected in Form MSME-1 and AOC-4 instructions, the
Company has identified suppliers registered under the MSMED Act.

The following is the summary of disclosures pertaining to amounts due to Micro and Small Enterprises as on

^ 1 et M a rr h 1 Pi 9 Cv

Particulars	Amount (INR)
Principal amount remaining unpaid to MSME suppliers beyond 45 days from the date of acceptance	1,98,045
Interest due thereon as per provisions of the MSMED Act	NIL
Interest actually paid under Section 16 of the MSMED Act	NIL
Amount of further interest remaining unpaid as on the end of the year	NIL

59.    STATUTORY DISCLOSURES

(a)    None of the Directors of your Company suffers from the disqualification enshrined under the provisions
of section 164, 165, 167 of the Companies Act, 2013. The Directors of the Company have made necessary
disclosures, as required under various provisions of the Act.

(b)    The Company has not defaulted in repayment of loans from banks and financial institutions.

60.    GENERAL:

Your director states that no disclosure or reporting is required in respect of the following matters as there were
no transactions on these items during the year under review:

There is no significant material orders passed by the regulators/courts which would impact the going-
concerned status of the Company and its future operations.

The auditor has not reported any fraud under Section 143(12) of Companies Act, 2013 to the Audit Committee
or the Board. There has been no application made or pending under the Insolvency and Bankruptcy Code,
2016 .During the period under review, no valuation was carried out as the Company has not entered any one-

under review.

61. ACKNOWLEDGEMENT

The Directors place on record their appreciation to the Company’s Bankers, the Central and State Government
Departments, their Local Authorities for their guidance and support. Your directors are also grateful to the
Customers, Suppliers and business associates of the Company for their continued co-operation and support.
Your Directors express their deep sense of appreciation for the total commitment, dedication and hard work
put in by all the employees at all levels of the Company. Lastly, your directors are deeply grateful for the
confidence and faith entrusted to them by the Members of the Company.

Your directors also acknowledge gratefully to the shareholders for their support and confidence reposed on

your company.

BY AND BEHALF OF BOARD OF DIRECTORS
For VASA DENTICITY LIMITED

Sd/-    Sd/-

VIKAS AGARWAL    SANDEEP AGGARWAL

MANAGING DIRECTOR    WHOLE-TIME DIRECTOR

DIN:07487686    DIN:07484533

Date: August 14th 2025
Place: New Delhi

---

Mar 31, 2024

Your directors have pleasure to presenting the 8th (Eighth) Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ending on March 31, 2024.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ending on March 31, 2024 is summarized below:

(Amount in Lakhs)

Particulars	As on March 31st 2024	As on March 31st 2023
Paid-up Share Capital	1,601.62	1,284.22
Total Revenue	17331.48	12,379.59
Total Expenses	15,390.76	11,330.75
Depreciation	100.18	53.60
Profit before tax	1,940.72	995.24
Total Tax Expense	432.93	235.16
Profit/(Loss) after taxation	1,507.79	760.08

reserves & surplus

During the Financial year company earned net profit of Rs. 1,50,779,000 and the same has been transferred to the General Reserve of the Company.

dividend

To strength the financial position of the company and to augment working capital, your director did not declare any dividend including interim dividend.

STATE OF COMPANY’S AFFAIRS AND

future outlook

INDIAN DENTAL CARE INDUSTRY OVERVIEW

India climbed to the 63rd rank among 190 countries in the World Bank’s ‘Ease of Doing Business’ rankings in 2020. The World Bank’s Logistics Performance Index (LPI) 2023 has ranked India at 38th position (out of 139 economies), recording an improvement of 6 positions. As of 2024, the Indian healthcare sector is one of India’s largest employers as it employs a total of 7.5 million people. Progress in telemedicine, virtual assistants, and data analytics is expected to create 2.7-3.5 million new tech jobs.

Rising income levels, an ageing population, growing health awareness and a changing attitude towards preventive healthcare is expected to boost healthcare services demand in the future. The low cost of medical services has resulted in a rise in the country’s medical tourism, attracting patients from across the world. Moreover, India has emerged as a hub for R&D activities for international players due to its relatively low cost of clinical research.

The healthcare sector, as of 2024 is one of India’s largest employers, employing a total of 7.5 million people. The demand for Indian healthcare professionals is expected to double nationally and globally by 2030 due to a shortage of healthcare workers in India, where there are only 1.7 nurses per 1,000 people and a doctor-to-patient ratio of 1:1,500 nationwide.

The Indian dental industry consists mainly of independent clinics operated by individual dentists. However, there has been a recent emergence of dental specialty chains in major cities of India, which are often supported by venture capital or private equity funding. These chains have contributed significantly to the growth of the industry by promoting the use of advanced, high-quality tools, fittings, and equipment. Indian companies primarily focus on the production of clinical disposables, instruments, disinfectant tools, sterilizing equipment, impression materials, and temporary materials for tooth filling.

Colleges	Permitted Seats	Faculties	Dentists
	&	>-
MDS-281 BDS-323 PG-DIP ¦ 9 DH/DM-111	MDS - 7178 BDS - 27628 (View Details)	20844 (View Details) Dated on (11-07-2022)	354541

The high-end segment of the market, such as dental implants, fittings, and prosthetics, is mainly dominated by foreign players with local presence in India, although many Indian companies also manufacture under license for foreign manufacturers while simultaneously engaging in trade and importing activities. Currently, there are around 5,000 dental laboratories and 300 dental institutes providing basic and advanced oral health care. As the number of dental chains increases, the organized dental clinics'' share is expected to grow across the country. India has 3,00,000 registered dental graduates, and 280,000 are actively practicing dentists. 99% of the dental market in India is private. Over 50% of dentists work in and around major cities.

Particulars	FY 2023-24	FY 2022-23	FY 2021-22
Number of Orders	430574	316,795	202,335
Number of Customer served	90389	73,542	61,465
Revenue from operations (Rs. In lakhs)	17,188.31	12,326.78	7,692.05

successful listing on the national stock exchange

The Company’s shares were listed on NSE SME exchange on June 02, 2023 at a whopping premium of 65 per cent against its price band of Rs. 121 to Rs. 128 per equity share. The Company’s stock opened at Rs. 211 per share. The Company pursuant to the Initial Public Offering offered 42,24,000 Equity Shares of face value of Rs. 10/- each, comprising of fresh issue of 31,74,000 Equity Shares and Offer for Sale of 10,50,000 for public subscription.

management discussion and analysis report

The Management Discussion and Analysis Report for the year under review as required under Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Regulations, 2015 is given as a separate statement forming part of the Annual Report.

change in nature of business

During the year under review, there were no changes in nature of business of the Company.

changes in share capital and listing

During the year under review, there has been no change in the Authorized Share Capital of the Company.

The Paid-Up Share Capital of the Company as on date is Rs. 16,01,62,080/- (Rupees Sixteen Crores Sixty-Two Lacs and Eighty Rupees Only) divided into 1,60,16,208 (Rupees One Crore Sixty Lacs and Sixteen Thousand Two Hundred and Eight only) Equity Shares of Rs. 10/- (Rupees Ten only).

Further, the Company has got listed on NSE SME on June 02, 2023 and offered 42,24,000 Equity Shares of face value of Rs. 10/- each, comprising of fresh issue of 31,74,000 Equity Shares and Offer for Sale of 10,50,000 for public subscription.

The Annual Listing Fees for the year 2024-25 has already been paid.

changes in registered office of the company

During the year under review, there was no change in the Registered Office of the Company.

The Registered Office of the Company is situated at Khasra No. 714, Village P.O. Chattarpur, South Delhi- 110074.

material changes affecting the financial position of the company which have occurred between the end of financial year of the company to which the financial statements relates and date of this report

During the period under review, no material changes, events & commitments affecting the financial position of the Company have occurred.

details of significant & material orders passed by the regulators or courts or tribunal

During the period under review, no order has been passed by the authorities which impacts the going concern status and company’s operations in future.

details of subsidiary, joint venture or associates

During the period under review, the Company acquired 100% shareholding of Waldent Innovation Private Limited making it the Wholly Owned Subisidiary of the Company. The Salient features of the financial statement of the Subsidiary & Joint Venture and Associate Companies in Form AOC-1 has been annexed as ‘Annexure - I’.

details of directors and key managerial personnel

As on March 31, 2024, the Company has Six Directors comprising of two Executive Directors and Four NonExecutive Directors out of which Three are Independent Directors. There is also one woman director along with Chief Financial Officer and Whole time Company Secretary.

Change in Directors /Key Managerial Personnel till the date of this Report:

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, change in designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

S. No.	Name	Designation	Nature of Change	With effect from
1	Mr Sandeep Aggarwal	Whole Time Director	Re-appointment	September 20, 2023
2	Ms. Kriti Arora	Company Secretary	Resignation	November 03, 2023
3	Mr. Yashank Taneja	Company Secretary	Appointment	November 03, 2023
4	Mr Parmeshwar Ravi	Additional Independent Director	Appointment	March 11, 2024

5	Mr. Yashank Taneja	Company Secretary	Resignation	June 29, 2024
6	Mr. Akhilesh	Company Secretary	Appointment	August 22, 2024

woman director

In terms of the proviso of Section 149(1) of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, as applicable for the time being in force and any other applicable provisions, of any, your Company has complied with the requirement of having at least one-Woman Director on the Board of the Company i.e., Mrs. Akanksha Aggarwal (DIN:10056201), appointed as Woman Director effective from March 01, 2023 of the Company.

key managerial personnel

Dr Vikas Agarwal (Chairman & Managing Director), Mr. Sandeep Aggarwal (Whole time Director and Chief Financial Officer) and Mr. Akhilesh (Company Secretary) are the Key Managerial Personnel of the Company, in accordance with the provisions of Rule 8 and Rule 8A of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 and Section 203 of the Companies Act, 2013.

director retire by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of the Association of the Company, all directors except Independent Directors shall be liable to retire by rotation and out of that, one-third of such directors shall retire from the office every year. The directors who shall retire by rotation at every AGM shall be those who have been longest in the office since their last appointment.

Further, pursuant to the provisions of Section 149(13) of the Companies Act, 2013, the retirement of directors by rotation shall not be applicable to the Independent Directors.

Accordingly, Dr Vikas Agarwal (DIN: 10056201), the Managing Director of the Company, being longest in his office amongst the Directors is liable to retire by rotation this year. However, being eligible, he has offered his candidature for re-appointment. This shall not constitute a break in the office of Dr Vikas Agarwal (DIN: 10056201) as the Managing Director of the Company.

BOARD’S OPINION REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and possess core skills/expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the context of Company''s business(es) and sector(s) for the Company to function effectively.

board evaluation

As per Section 134 of the Companies Act read with Companies (Accounts) Rules, 2014,

The Board of Directors carried out an annual evaluation of its own performance, Board Committees, and Individual Directors in accordance with the Act, Listing Regulations, and Governance Guidelines. The Nomination and Remuneration Committee led an internal evaluation process to assess the performance of the Board, its committees, and individual directors. The performance of Individual Directors was reviewed by the Board and the NRC, with criteria such as preparedness, constructive contributions, and input in meetings. Non-Independent Directors, the Board as a whole, and the Chairman of the Company were evaluated at a separate meeting of Independent Directors, with input from Executive and Non-Executive Directors. The evaluation results were discussed at the Board meeting, where an action plan was agreed upon.

disclosures related to board, committees and policies

committees of the board

As on March 31, 2024, the Board has following committees which have been constituted to oversee specific operational areas in compliance with the requirements of the business and relevant provisions of the applicable laws and status;

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility (CSR) Committee

• Stakeholders’ Relationship Committee

audit committee

The Audit Committee of your Company comprises of the following Members:

• Mr. Varun Chugh, Independent Director (Chairman)

• Mr. Ravi Kant Jagetiya, Independent Director (Member)

• Dr. Vikas Agarwal, Chairman and Managing Director (Member)

meeting and attendance

6 (Six) committee meeting were held during financial year 2023-24, as against the statutory requirement of four meetings on the below mentioned dates:

S. No.	Date of Meeting	Attended by			%Attendance at Meeting
		Mr. Varun Chugh	Mr. Ravi Kant Jagetiya	Dr. Vikas Agarwal
1	01-04-2023	Yes	Yes	Yes	100
2	18-07-2023	Yes	Yes	Yes	100

3	23-08-2023	Yes	Yes	Yes	100
4	11-09-2023	Yes	Yes	Yes	100
5	03-11-2023	Yes	Yes	Yes	100
6	29-02-2024	Yes	Yes	Yes	100

nomination and remuneration committee

The Nomination and Remuneration Committee of your Company comprises of the following Members:

• Mr. Varun Chugh, Independent Director (Chairman)

• Mr. Ravi Kant Jagetiya, Independent Director (Member)

• Dr Akanksha Agarwal, Non- Executive Director (Member)

The Company has devised policy relating to the appointment of directors, payment of managerial remuneration, director’s qualifications and positive attributes of independence directors and other related matters as provided under the section 178(3) of companies Act, 2013. This Policy is available on the Company’s website at https://www.dentalKart.com/investors-new.

4 (Four) committee meeting were held during financial year 2023-24 on the below mentioned dates:

S. No.		Attended by
	Date of Meeting	Mr. Varun Chugh	Mr. Ravi Kant Jagetiya	DrAkanksha Agarwal	%Attendance at Meeting
1	18-07-2023	Yes	Yes	Yes	100
2	23-08-2023	Yes	Yes	Yes	100
3	03-11-2023	Yes	Yes	Yes	100
4	11-03-2024	Yes	Yes	No	66.67

corporate social responsibility committee

The Company has pursuant to the provisions of Section 135 of the Companies Act 2013 and Schedule VII constituted a Corporate Social Responsibility Committee of the Board of Directors comprises the following:

• Dr Vikas Agarwal, Chairman and Managing Director (Chairman)

• Mr. Ravi Kant Jagetiya, Independent Director (Member)

• Mr. Sandeep Aggarwal, Whole time Director & CFO (Member)

This Policy is available on the Company’s website at https://www.DentalKart.com/investors-new.

Under Section 135 of the Act, the Company was required to spend Rs. 10,24,000 (2%) of the average qualifying net profits of the last three financial years on CSR activities on projects in FY 2023-24. During the year under review, the Company has spent '' Rs. 10,30,000/- on CSR activities.

S. No.		Attended by
	Date of Meeting	Dr Vikas Agarwal	Mr. Ravi Kant Jagetiya	Mr. Sandeep Aggarwal	%Attendance at Meeting
1	18-07-2023	Yes	Yes	Yes	100
2	29-02-2024	Yes	Yes	Yes	100

stakeholders relationship committee

The constituted Stakeholders Relationship Committee comprises the following:

• Mr. Varun Chugh, Independent Director (Chairman)

• Dr Vikas Agarwal, Chairman and Managing Director (Member)

• Mr. Sandeep Aggarwal, Whole time Director & CFO (Member)

1 (One) Committee meeting was held during financial year 2023-24 on the below mentioned date:

S. No.		Attended by
	Date of Meeting	Mr. Varun Chugh	Dr Vikas Agarwal	Mr. Sandeep Aggarwal	%Attendance at Meeting
1	30-03-2024	Yes	Yes	Yes	100

number of meetings of the board

During the period under review, 11 (Eleven) meetings of the Board of Directors of the Company were held on the below mentioned dates:

S. No.	Date of Meeting	Board Strength	No. of Directors Present
1	01-04-2023	5	5
2	17-04-2023	5	5
3	12-05-2023	5	5
4	22-05-2023	5	5
5	30-05-2023	5	5
6	18-07-2023	5	5
7	23-08-2023	5	5
8	11-09-2023	5	5
9	03-11-2023	5	5
10	12-12-2023	5	3
11	29-02-2024	5	4

S. No.	Name of Director		Board Meeting
		No. of Meeting liable to attend	No. of Meeting attended	% of Meeting attended
1	Mr. Sandeep Aggarwal	11	11	100
2	Mr. Vikas Agarwal	11	10	90.90
3	Mrs. Akanksha Aggarwal	11	09	81.81
4	Mr. Ravi Jagetiya	11	11	100
5	Mr. Varun Chugh	11	11	100
6	Mr. Parmeshwar Ravi*	NA	NA	NA

*Mr. Parmeshwar Ravi assumed office as an Independent Director of the Company on March 11, 2024.

number of meetings of the members of the company

S. No.	Type of Meeting	Date of Meeting	Total Members	Members Present
1	Annual General Meeting	20-09-2023	992	8

directors responsibility statement

In accordance with the provisions of Section 134(3)(c) &134(5) of the Companies Act 2013, your directors

confirm that:

• In the preparation of the annual accounts for the financial year ending on march 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• 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 as at 31st march, 2024 and of the profit /loss of the company for that period;

• The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• The directors had prepared the annual accounts on a going concern basis;

• The directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively; and

• 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.

declaration by independent directors and re-appointment of independent directors

All Independent Directors of the Company have given their declarations that they meet the criteria of

independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors fulfil the criteria of independence specified in Section 149(6) of the Companies Act, 2013 read with Rule 5 and 6 of Companies (Appointment & Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and other Employees.

statement in respect of adequacy of internal financial control with reference to the financial statements

The term “internal financial controls” means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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.

The management has taken all necessary steps to plug the internal control weaknesses. The management has implemented an effective and meaningful system in place to safeguard the assets of the company.

corporate governance

As per the Guidelines and directions of the SEBI and Stock Exchange accordingly the Company has been adhering to the directions and guidelines, as required and if applicable on the Company size and type as per Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Corporate Governance is not applicable on SME Listed Entities.

MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from the Chief Financial Officer and Managing Director of the Company, for the financial year 2023-24 with regard to the financial statements and other matters. The said certificate forms part of this Annual Report.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATION AND

other prescribed details

Section 197 of Companies Act, 2013 deals with the overall maximum managerial remuneration and managerial Remuneration in case of absence or inadequacy of profits. According to this section, the total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed the prescribed limit.

The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ‘Annexure - II’.

establishment of vigil mechanism

The Company has a Vigil Mechanism/Whistle Blower Policy and has established the necessary vigil mechanism

for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company’s website at https://www.DentalKart.com/investors-new.

deposits

Section 73-76 of the Companies Act, 2013 deals with acceptance of deposit from members, directors, director’s relatives and public only in case of the eligible companies.

The Company has not accepted any public deposit during the period under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 THE COMPANIES ACT, 2013

During the Financial Year 2023-24, the Company did not enter into any transaction which falls under the category of section 186 of the Companies Act, 2013 read with rules framed there under including any statutory modification(s) or re-enactment(s) thereof as applicable for the time being in force.

particulars of contracts or arrangements with related parties

Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with rules framed there under including any statutory modification(s) or re-enactment(s) thereof, as applicable for the time being in force or any other applicable provisions, if any, the Company has not entered into any transaction with related parties during the period under review. Thus, disclosure in Form AOC-2 is not required

In the Financial Year 2023-24, the Company has ended its Related party transactions with Vasa Dental Supplier, The Dentgist Company, Indian Dental Company, being the Sole proprietorships in the name of Dr Vikas Agarwal, Managing Director of the Company. The business of these Sole proprietorships has ceased its business operations.

AUDITORS AND AUDITORS’ REPORT Statutory Auditors:

M/s. KRA & Co. (FRN: 020266N), Chartered Accountants were appointed as the Statutory Auditors of the Company w.e.f., September 20, 2023 to conduct the audit for a period of 5 Years, from the conclusion of 7th Annual General Meeting till the conclusion of 12th Annual General Meeting in compliance with the applicable provisions of the Companies Act, 2013 read with rules framed there under including any statutory modification(s) or re-enactment(s) thereof, as applicable for the time being in force. The appointment is valid for the FY 2024-25.

Auditors’ Report

No qualification has been raised by the Statutory Auditor in the Financial Statements of Financial Year 2023-24. Further, no fraud has been reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

cost records and cost audit

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the rules made there under, the

secretarial audit and secretarial auditors report

According to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Naresh Verma & Associates, Company Secretaries (FCS No. 5403, Certificate of Practice No. 4424), to carry out the Secretarial Audit of the Company. The Report of the Secretarial Auditor for FY 2023-24 is attached herewith as ‘ANNEXURE-M’.

explantion or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports

There are no qualifications, reservations or adverse remarks made by the Auditors in their reports.

risk management

The Company has adopted risk management policy including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the company.

Your Company recognizes risk management as an integral component of good corporate governance.

annual return

The Annual Return of the Company for the year ended March 31, 2024 as required under Section 92(3) of the Companies Act 2013 read with Section 134(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available on the Website of the Company at https://www. DentalKart.com/investors-new.

conservation of energy, technology, absorption, foreign exchange earnings and outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

Conservation of Energy:
Steps taken for conservation	NIL
Steps taken for utilizing alternate sources of energy	NIL
Capital investment on energy conservation equipments	NIL
Technology Absorption:
Efforts made for technology absorption	NIL
Benefits derived	NIL
Expenditure on Research &Development, if any	NIL
Details of technology imported, if any	NIL

Year of import	NIL
Whether imported technology fully absorbed	NIL
Areas where absorption of imported technology has not taken place, if any	NIL

Foreign Exchange Earnings/ Outgo (in Rs.):

Earnings	1,07,50,000
Outgo	41,79,15,000

compliance with sexual harassment of women at workplace (prevention, prohibition

AND REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee and other applicable provisions under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your director’s further state that during the year under review, there were no cases filed pursuant to the said Act.

secretarial standards

The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Companies Act, 2013 with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

statutory disclosures

None of the Directors of your Company suffers from the disqualification enshrined under the provisions of section 164, 165, 167 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.

The Company has not defaulted in repayment of loans from banks and financial institutions.

details of application made or proceeding pending under the insolvency and

BANKRUPTCY CODE, 2016

There were no applications made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions during the financial year under review.

depository system

The Company''s shares are compulsorily tradable in electronic form. As on date, 100% of the Company''s Paid-up Equity Share Capital are in dematerialized form with both the Depositories.

The Company has established connectivity with both Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company has appointed M/s. Mas Services Limited, a Category-I SEBI registered RTA as its Registrar and

Share Transfer Agent.

code of conduct for prevention of insider trading

Pursuant to the Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company is having the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The said Code is available on the Company''s website at the weblink https://www.dentalkart.com/investors-new.

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

These provisions are not applicable to the Company.

acknowledgement

The Board place on record their appreciations of the whole hearted and sincere co-operation received by the Company during the year from the employees, customers/ clients, bankers and various Government authorities at all levels.

Your directors also acknowledge gratefully to the shareholders for their support and confidence reposed on your company.

By and on behalf of Board of Directors

vasa denticity limited

Sd/-

Dr. Vikas Agarwal

Chairman and Managing Director

DIN:07487686

Date: August 22, 2024 Place:- Delhi

---

Mar 31, 2023

The directors have pleasure to presenting the 7th (Seventh) Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ending on March 31, 2023.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ending on March 31, 2023 is summarized below:

(Rs. in Lakhs)
Particulars	As on March 31st 2023	As on March 31st 2022
Paid-up Share Capital	1,284.22	20.00
Total Revenue	12,379.59	7,714.08
Total Expenses	11,330.75	7181.29
Depreciation	53.60	31.32
Profit before tax	995.24	501.47
Total Tax Expense	235.16	1.88
Profit/(Loss) after taxation	760.08	499.59

RESERVES & SURPLUS

During the Financial year company earned net profit of Rs. 760.08 Lakh and the same has been transferred to the General Reserve of the Company.

DIVIDEND

To strength the financial position of the company and to augment working capital, your director did not declare any dividend including interim dividend.

INDIAN DENTAL CARE INDUSTRY OVERVIEW

Certain demographic and epidemiological changes are expected to increase healthcare demand while also influencing the types of health services required in the future. One such development is increased income, which can result in roughly 73 million Indian households entering the middle class over the next ten years, encouraging their purchasing power, especially in healthcare.

By 2026, it is expected that 8% of Indians will earn more than USD 12,000 per year. Another noteworthy trend is the rise in life expectancy and the ageing of the population. India''s Life expectancy on an Average is 70 years, while the country''s population is expected to grow to 1.45 billion by 2028, making it the world''s most populous country.

While India has the largest population of youth of any country in the world, the number of senior citizens (those aged 60 and more) is also increasing. In fact, it is predicted that by 2041, the proportion of senior citizens in India''s population will have doubled, from 8.6% in 2011. India is anticipated to have 300 million senior persons by the year 2050.

The Indian dental industry consists mainly of independent clinics operated by individual dentists. However, there has been a recent emergence of dental specialty chains in major cities of India, which are often supported by venture capital or private equity funding. These chains have contributed significantly to the growth of the industry by promoting the use of advanced, high-quality tools, fittings, and equipment. Indian companies primarily focus on the production of clinical disposables, instruments, disinfectant tools, sterilizing equipment, impression materials, and temporary materials for tooth filling.

The high-end segment of the market, such as dental implants, fittings, and prosthetics, is mainly dominated by foreign players with local presence in India, although many Indian companies also manufacture under license for foreign manufacturers while simultaneously engaging in trade and importing activities. Currently, there are around 5,000 dental laboratories and 300 dental institutes providing basic and advanced oral health care. As the number of dental chains increases, the organized dental clinics’ share is expected to grow across the country. India has 3,03,603 registered dental graduates, and 80% of them are actively practicing dentists. 99% of the dental market in India is private.

India''s dental care market was valued at $2.1 Bn in 2022 and is estimated to expand at a compound annual growth rate (CAGR) of 9.40% from 2022 to 2030 and will reach $4.31 Bn in 2030. India''s economy has undergone a change from a mixed planned economy to a mixed middle-income emerging social market economy with significant state intervention in key industries. By nominal GDP, it is the fifth-largest economy in the world, and by purchasing power parity, it is the third-largest.

Particulars	FY 2022-23	FY 2021-22	FY 2020-21
Number of Orders	316,795	202,335	113,640
Number of Unique Customer served	73,542	61,465	40,164
Revenue from operations (Rs. In lakhs)	12,326.78	7,692.05	4,007.08

SUCCESSFUL LISTING ON THE NATIONAL STOCK EXCHANGE

The Company’s shares listed on NSE SME exchange on June 02, 2023 at a whopping premium of 65 per cent against its price band of Rs. 121 to Rs. 128 per equity share. The Company’s stock opened at Rs. 211 per share. The Company pursuant to the Initial Public Offering offered 42,24,000 Equity Shares of face value of Rs. 10/-each, comprising of fresh issue of 31,74,000 Equity Shares and Offer for Sale of 10,50,000 for public subscription.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as required under Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Regulations, 2015 is given as a separate statement forming part of the Annual Report.

CHANGE IN NATURE OF BUSINESS

During the year under review, there were no changes in nature of business of the Company.

CHANGES IN SHARE CAPITAL AND LISTING

During the year under review, in Extra Ordinary General Meeting held on March 20, 2023, the Authorized Share Capital of the Company has been increased from Rs. 40,10,000/- (Rupees Forty lakh and Ten Thousand Only) divided into 4,00,000 (Four Lakh only) Equity Shares and 1,000 (One Thousand Only) Preference Shares of Rs. 10/- (Rupees Ten only) to 16,50,10,000 (Rupees Sixteen Crore Fifty Lakh and Ten Thousand Only) into 1,65,00,000 (One Crore Sixty Five Lakh Only) Equity Shares of Rs. 10/- (Rupees Ten only) and 1,000 (One Thousand Only) Preference shares of Rs. 10/- (Rupees Ten only).

The Paid-Up Share Capital of the Company as on date is Rs. 16,01,62,080/- (Rupees Sixteen Crores Sixty Two Lacs and Eighty Rupees Only) divided into 1,60,16,208 (Rupees One Crore Sixty Lacs and Sixteen Thousand Two Hundred and Eight only) Equity Shares of Rs. 10/- (Rupees Ten only).

Further, the Company has got listed on NSE SME on June 02, 2023 and offered 42,24,000 Equity Shares of face value of Rs. 10/- each, comprising of fresh issue of 31,74,000 Equity Shares and Offer for Sale of 10,50,000 for public subscription.

The Annual Listing Fees for the year 2023-24 has already been paid.

CHANGES IN REGISTERED OFFICE OF THE COMPANY

During the year under review, there was no change in the Registered Office of the Company.

The Registered Office of the Company is situated at Khasra No. 714, Village P.O. Chattarpur, South Delhi- 110074.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND DATE OF THIS REPORT

During the period under review, no material changes, events & commitments affecting the financial position of the Company have occurred.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the period under review, no order has been passed by the authorities which impacts the going concern status and company’s operations in future.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company does not have any subsidiary, joint venture or associate company.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the Company has five Directors comprising of two Executive Directors and three NonExecutive Directors out of which two are Independent Directors. There is also one woman director along with Chief Financial Officer and Whole time Company Secretary.

Change in Directors /Key Managerial Personnel till the date of this Report:

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, change in designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

S. No.	Name	Designation	Nature of Change	With effect from
	Mrs. Akanksha	Woman Director (Non-Executive)
1	Aggarwal (DIN:10056201)		Appointment	March 01, 2023
2	Mr. Ravi Jagetiya (DIN:08734797)	Additional Independent Director	Appointment	March 17, 2023

3	Mr. Varun Chugh (DIN:10053612)	Additional Independent Director	Appointment	March 17, 2023
4	Mrs. Akanksha Aggarwal (DIN:10056201)	Woman Director (Non-Executive)	Change in Designation (Regularisation)	March 20, 2023
5	Mr. Ravi Jagetiya (DIN:08734797)	Independent Director	Change in Designation (Regularisation)	March 20, 2023
6	Mr. Varun Chugh (DIN:10053612)	Independent Director	Change in Designation (Regularisation)	March 20, 2023
7	Ms. Kriti Arora	Company Secretary	Appointment	March 20, 2023
8	Mr. Sandeep Aggarwal (DIN 07484533)	CFO	Appointment	March 17, 2023
9	Mr. Sandeep Aggarwal (DIN 07484533)	Whole Time Director	Change in Designation (from non-executive director to Whole Time Director)	March 17, 2023
10	Dr. Vikas Agarwal (DIN 07487686)	Chairman & Managing Director	Change in Designation	March 17, 2023

WOMAN DIRECTOR

In terms of the proviso of Section 149(1) of the Companies Act, 2013 read with Companies (Appointment and

Qualifications of Directors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, as applicable for the time being in force and any other applicable provisions, of any, your Company has complied with the requirement of having at least one-Woman Director on the Board of the Company i.e., Mrs. Akanksha Aggarwal (DIN:10056201), appointed as Woman Director effective from March 01, 2023 of the Company.

KEY MANAGERIAL PERSONNEL

Dr. Vikas Agarwal (Chairman & Managing Director), Mr. Sandeep Aggarwal (Whole time Director and Chief Financial Officer) and Kriti Arora (Company Secretary) are the Key Managerial Personnel of the Company, in accordance with the provisions of Rule 8 and Rule 8A of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 and Section 203 of the Companies Act, 2013.

DIRECTOR RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of the Association of the Company, all directors except Independent Directors shall be liable to retire by rotation and out of that, one-third of such directors shall retire from the office every year. The directors who shall retire by rotation at every AGM shall be those who have been longest in the office since their last appointment.

Further, pursuant to the provisions of Section 149(13) of the Companies Act, 2013, the retirement of directors by rotation shall not be applicable to the Independent Directors.

Accordingly, Mr. Sandeep Aggarwal (DIN: 07484533), the Wholetime Director of the Company, being longest in his office amongst the Directors is liable to retire by rotation this year. However, being eligible, he has offered his candidature for re-appointment. This shall not constitute a break in the office of Mr. Sandeep Aggarwal (DIN: 07484533) as the Wholetime Director of the Company.

BOARD’S OPINION REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and possess core skills/expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the context of Company''s business(es) and sector(s) for the Company to function effectively.

BOARD EVALUATION

As per Section 134 of the Companies Act read with Companies (Accounts) Rules, 2014, every listed company and every other public company having a paid up share capital of twenty five crore rupees or more calculated at the end of the preceding financial year shall include, in the report by its Board of directors, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

The Company got listed on NSE SME on June 02, 2023. Hence, the aforesaid provisions are not applicable for financial year 2022-23.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

COMMITTEES OF THE BOARD

As on March 31, 2023, the Board has following committees which have been constituted to oversee specific operational areas in compliance with the requirements of the business and relevant provisions of the applicable laws and status;

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility (CSR) Committee

• Stakeholders’ Relationship Committee

AUDIT COMMITTEE

Your Company in its Board Meeting held on March 22, 2023 has constituted an Audit Committee (“Audit Committee”) in compliance with the provisions of the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements). The Audit Committee of your Company comprises of the following Members:

• Mr. Varun Chugh, Independent Director (Chairman)

• Mr. Ravi Kant Jagetiya, Independent Director (Member)

• Dr. Vikas Agarwal, Chairman and Managing Director (Member)

No committee meeting held during financial year 2022-23.

NOMINATION AND REMUNERATION COMMITTEE

Your Company in its Board Meeting held on March 22, 2023 has constituted the Nomination and Remuneration Committee in compliance with the provisions of Section 178, Schedule V and all other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee of your Company comprises of the following Members:

• Mr. Varun Chugh, Independent Director (Chairman)

• Mr. Ravi Kant Jagetiya, Independent Director (Member)

• Dr. Akanksha Aggarwal, Non- Executive Director (Member)

The Company has devised policy relating to the appointment of directors, payment of managerial remuneration, directors qualifications and positive attributes of independence directors and other related matters as provided under the section 178(3) of companies Act, 2013. This Policy is available on the Company’s Website at https://www.dentalkart.com/investors-new.

No committee meeting held during financial year 2022-23.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has pursuant to the provisions of Section 135 of the Companies Act 2013 and Schedule VII constituted a Corporate Social Responsibility Committee of the Board of Directors vide Resolution dated March 23, 2023. The constituted Corporate Social Responsibility Committee comprises the following:

• Dr. Vikas Agarwal, Chairman and Managing Director (Chairman)

• Mr. Ravi Kant Jagetiya, Independent Director (Member)

• Mr. Sandeep Aggarwal, Whole time Director & CFO (Member)

This Policy is available on the Company’s website at https://www.dentalkart.com/investors-new.

The Company was not required to spend anything during the FY 2022-23 and no committee meeting held during financial year 2022-23.

Since Provisions related to CSR were not applicable on the Company during the Financial Year 2022-23, Company is not annexing ‘Annual Report on CSR Activities’ with the Board Report as required in accordance with Companies (Corporate Social Responsibility) Rules, 2014

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company at its Board Meeting held on March 23, 2023 has approved the constitution of the Stakeholders Relationship Committee in compliance with the provisions of the Section 178(5) and all other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The constituted Stakeholders Relationship Committee comprises the following:

• Mr. Varun Chugh, Independent Director (Chairman)

• Dr. Vikas Agarwal, Chairman and Managing Director (Member)

• Mr. Sandeep Aggarwal, Whole time Director & CFO (Member)

No committee meeting held during financial year 2022-23.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) &134(5) of the Companies Act 2013, your directors confirm that:

• In the preparation of the annual accounts for the financial year ending on march 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• 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 as at 31st march, 2023 and of the profit /loss of the company for that period;

• The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• The directors had prepared the annual accounts on a going concern basis;

• The directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively; and

• 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.

DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT OF INDEPENDENT DIRECTORS

All Independent Directors of the Company have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors fulfil the criteria of independence specified in Section 149(6) of the Companies Act, 2013 read with Rule 5 and 6 of Companies (Appointment & Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and other Employees.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The term “internal financial controls” means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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.

The management has taken all necessary steps to plug the internal control weaknesses. The management has implemented an effective and meaningful system in place to safeguard the assets of the company.

CORPORATE GOVERNANCE

As per the Guidelines and directions of the SEBI and Stock Exchange accordingly the Company has been adhering to the directions and guidelines, as required and if applicable on the Company size and type as per Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Corporate Governance is not applicable on SME Listed Entities.

MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from the Chief Financial Officer and Managing Director of the Company, for the financial year 2022-23 with regard to the financial statements and other matters. The said certificate forms part of this Annual Report.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATION AND OTHER PRESCRIBED DETAILS

The provisions of Section 197(12) of Companies Act 2013 and Rule 5 of (Appointment & Managerial Personnel) Rules, 2014 do not apply to our Company since the Company got listed on June 02, 2023.

Section 197 of Companies Act, 2013 deals with the overall maximum managerial remuneration and managerial Remuneration in case of absence or inadequacy of profits. According to this section, the total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed the prescribed limit.

The Company got converted on March 15, 2023 into a public limited Company. Hence, the provisions of Section 197 of Companies Act 2013 does not apply to your Company before conversion. The Company paid the following remuneration during the year under review:

S. No.	Name of the Director	Designation	Remuneration of Director
1.	Dr. Vikas Agarwal	Director	48,41,000
2.	Sandeep Aggarwal	Director	42,01,000

The Company has a Vigil Mechanism/Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company’s website at https://www.dentalkart.com/investors-new.

DEPOSITS

Section 73-76 of the Companies Act, 2013 deals with acceptance of deposit from members, directors, director’s relatives and public only in case of the eligible companies.

The Company has not accepted any public deposit during the period under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 THE COMPANIES ACT, 2013

During the Financial Year 2022-23, the Company did not enter into any transaction which falls under the category of section 186 of the Companies Act, 2013 read with rules framed there under including any statutory modification(s) or re-enactment(s) thereof as applicable for the time being in force.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with rules framed there under including any statutory modification(s) or re-enactment(s) thereof, as applicable for the time being in force or any other applicable provisions, if any, the Company has entered into transactions with related parties on arm length basis during the period under review. Detail of such transactions is mentioned in form AOC-2 which is enclosed as ‘ANNEXURE- I’.

In the Financial Year 2023-24, the Company has ended its Related party transactions with VASA Dental Supplier, The Dentgist Company, Indian Dental Company, being the Sole proprietorships in the name of Dr Vikas Agarwal, Managing Director of the Company. The business of these Sole proprietorships has ceased its business operations.

AUDITORS AND AUDITORS’ REPORT Statutory Auditors:

M/S TATTVAM & Co. Chartered Accountants (FRN: 015048N) (Formerly known as M/s VPTP & Co.), Chartered Accountants, who were the Statutory Auditors of the Company, had resigned on October 30, 2022 due to their preoccupation in other assignments and M/s. KRA & Co. (FRN: 020266N), Chartered Accountants were appointed as the Statutory Auditors of the Company w.e.f., November 07, 2022 to fill the casual vacancy of the Auditors caused due to resignation of M/s TATTVAM & Co., Chartered Accountants in order to conduct the audit for financial year 2022-23 in compliance with the applicable provisions of the Companies Act, 2013 read with rules framed there under including any statutory modification(s) or re-enactment(s) thereof, as applicable for the time being in force.

No qualification has been raised by the Statutory Auditor in the Financial Statements of Financial Year 2022-23. Further, no fraud has been reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

COST RECORDS AND COST AUDIT

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the rules made there under, the maintenance of cost records and provisions of cost audit are not applicable to your company.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT

The Secretarial Audit is not applicable on the company for the financial year 2022-23 as it is not covered under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EXPLANTION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in his report. Since the Company is listed on the Stock Exchange w.e.f., June 02, 2023, the provisions relating to submission of Secretarial Audit Report are not applicable to the Company for the Financial Year 2022-23, therefore, no comments are applicable.

RISK MANAGEMENT

The Company has adopted risk management policy including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the company.

Your Company recognizes risk management as an integral component of good corporate governance. ANNUAL RETURN

The Annual Return of the Company for the year ended March 31, 2023 as required under Section 92(3) of the Companies Act 2013 read with Section 134(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available on the Website of the Company at https://www. dentalkart.com/investors-new.

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under: Conservation of Energy:

Steps taken for conservation	NIL
Steps taken for utilizing alternate sources of energy	NIL
Capital investment on energy conservation equipments	NIL

Technology Absorption:

Efforts made for technology absorption		NIL
Benefits derived		NIL
Expenditure on Research &Development, if any		NIL
Details of technology imported, if any		NIL
Year of import		NIL
Whether imported technology fully absorbed		NIL
Areas where absorption of imported technology has not taken place, if any		NIL
Foreign Exchange Earnings/ Outgo (Rs. in Lakhs):
Earnings	123.78
Outgo	2707.38

COMPLIANCE WITH SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee and other applicable provisions under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your director’s further state that during the year under review, there were no cases filed pursuant to the said Act.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Companies Act, 2013 with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

STATUTORY DISCLOSURES

None of the Directors of your Company suffers from the disqualification enshrined under the provisions of section 164, 165, 167 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.

The Company has not defaulted in repayment of loans from banks and financial institutions.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions during the financial year under review.

DEPOSITORY SYSTEM

The Company''s shares are compulsorily tradable in electronic form. As on date, 100% of the Company''s Paid-up Equity Share Capital are in dematerialized form with both the Depositories.

The Company has established connectivity with both Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company has appointed M/s. Mas Services Limited, a Category-I SEBI registered RTA as its Registrar and Share Transfer Agent.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Pursuant to the Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company is having the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The said Code is available on the Company''s website at the weblink https://www.dentalkart.com/investors-new.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

These provisions are not applicable to the Company.

ACKNOWLEDGEMENT

The Board place on record their appreciations of the whole hearted and sincere co-operation received by the Company during the year from the employees, customers/ clients, bankers and various Government authorities at all levels.

Your directors also acknowledge gratefully to the shareholders for their support and confidence reposed on your company.