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

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY:

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

FINANCIAL PERFORMANCE:

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

2. CONSOLIDATED FINANCIAL STATEMENTS:

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

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

3. DIVIDEND:

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

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

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

4. SHARE CAPITAL

• Authorised Capital

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

• Issued, Subscribed and Paid up Capital:

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

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

• Issue of shares or other convertible securities - Nil

• Issue of equity shares with differential rights - Nil

• Issue of Sweat Equity Shares - Nil

• Details of Employee Stock Options - Nil

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

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

• Issue of warrants - Nil

• Issue of Bonus Shares - Nil

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

5. DETAILS OF LOCK - IN OF SHARES:

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

6. TRANSFER TO RESERVE:

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

7. UNPAID DIVIDEND & IEPF:

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

8. STATE OF AFFAIRS OF THE COMPANY:

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

9. ALTERATION IN MEMORANDUM OF ASSOCIATION:

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) Composition & Constitution of Board of Directors:

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

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

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

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

(b) Composition & Constitution of Key Managerial Personnel:

The Key Managerial Personnels as on date comprises of following:

(c) Retirement by Rotation of the Directors

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

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

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

11. RECONCILIATION OF SHARE CAPITAL AUDIT :

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

12. INDEPENDENT DIRECTORS :

(a) Declaration by Independent Directors

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

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

(b) Changes in Independent Director

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

(c) Familiarisation Programme for Independent Directors:

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

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

(d) Meetings

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

13. MEETINGS:

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

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

14. COMMITTEES OF BOARD:

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

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

i. AUDIT COMMITTEE:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• Disclosure of any related party transactions; and

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

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

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

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

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

9. Scrutiny of inter-corporate loans and investments;

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

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

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

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

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

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

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

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

18. Reviewing the functioning of the whistle blower mechanism;

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

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

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

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

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

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

The Company Secretary acts as the Secretary to the Committee.

ii. NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

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

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

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

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

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

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

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

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

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

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

c) consider the time commitments of the candidates

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

4. Devising a policy on Board diversity;

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

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

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

iii. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

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

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

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

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

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

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

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

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

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

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

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

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

The terms of reference of the Committee are:

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

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

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

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

of the company.

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

15. BOARD EVALUATION:

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

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

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

16. ANNUAL RETURN:

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

17. VARIOUS POLICIES OF THE COMPANY:

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

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

18. AUDITORS:

i. Statutory Auditor:

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

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

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

ii. Secretarial Auditor:

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

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

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

iii. Cost Auditor:

Appointment of Cost Auditor is not applicable to the Company.

iv. Internal Auditor:

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

19. MAINTENANCE OF COST RECORDS:

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

20. VIGIL MECHANISM:

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

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

21. INTERNAL FINANCIAL CONTROLS:

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

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

22. RISK ASSESSMENT AND MANAGEMENT:

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

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

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

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

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

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

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

i. Conservation of Energy:

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

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

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

ii. Technology absorption:

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

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

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

• the details of technology imported;

• the year of import;

• whether the technology been fully absorbed;

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

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

iv. Foreign Exchange earnings and outgo:

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

26. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

28. DEPOSITS:

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

29. SIGNIFICANT AND MATERIAL ORDERS:

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

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

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

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

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

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

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

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

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

32. CHANGES IN NATURE OF BUSINESS:

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

33. CORPORATE SOCIAL RESPONSIBILITY:

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

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

A. Composition of the CSR committee of the board:

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

members of CSR Committee:

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

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

D. Details of CSR spent during the Financial year:

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

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

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

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

• Amount unspent during the Financial Year - Nil

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

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

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

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

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

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

36. LISTING FEES:

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

37. HUMAN RESOURCES:

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

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

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

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

38. DIRECTORS' RESPONSIBILITY STATEMENT:

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

ability, confirm that:

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

ii. They have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit/loss of the Company for that period.

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

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

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

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

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

39. OTHER DISCLOSURES:

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

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

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

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

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

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

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

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

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

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

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

40. REPORTING OF FRAUD:

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

41. CAUTIONARY STATEMENTS:

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

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

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

43. BOARD-SKILLS/EXPERTISE/COMPETENCIES:

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

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

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

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

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

ii.Disclosure of Managerial Remuneration:

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

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

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

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

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

45. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

46. GENERAL:

a) 8^th Annual General Meeting

b) Financial Calendar for the year 2024-2025

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

Listing on Stock Exchange:

NSE Limited ("NSE")

Exchange Plaza, C-1, Block-G,

Bandra-Kurla Complex, Bandra (E),

Mumbai-400051

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

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

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

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

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

Tel: 022-6263 8200.

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

Share transfer system:

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

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

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

Distribution of shareholding:

Nominal Value of Shares: Rs. 10

g) Dematerialization of Shares:

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

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

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

47. CORPORATE GOVERNANCE:

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

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

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

48. ACKNOWLEDGEMENTS:

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

By Order of the Board of Directors

For QMS MEDICAL ALLIED SERVICES LIMITED

SD/-

Mahesh Makhija
DIN:02700606
Managing Director

Date: August 29, 2025
Place: Mumbai