Directors Report of Kids Medical Systems Ltd.

Mar 31, 2024

The Board of Directors have pleasure in presenting the Directors’ Report
and audited Financial Statements of the Company for the period ended
on March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

Particulars	2023-24	2022-23
Revenue from Operations	--	--
Other Income	51,452	--
Total Revenue	51,452	--
Expenditure	6,35,985	50,000
EBIDTA	--	--
Finance Cost	--	--
Depreciation & Amortisation	--	--
Total Expenditure	6,35,985	(50,000)
Exceptional Item	--	--
Profit Before Tax	(5,84,533)	(50,000)
Provision for Current Tax, Deferred Tax & Other Tax Expenses	—	—
Profit After Tax	(5,84,533)	(50,000)

2. REVIEW OF OPERATIONS AND THE STATE OF THE COMPANY’S
AFFAIRS:

During the year under review, there total revenue has increased to
51,452 from NIL.

3. DIVIDEND:

Your Directors do not re-commend any dividend on its equity shares
of the Company.

4. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to General
Reserves for the financial year 2023- 2024.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION
AND PROTECTION FUND:

There were no instance of declaration of dividend and hence the
provisions of Section 125(2) of the Companies Act, 2013 do not
^app^ly.

6. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis for the year under review as
stipulated under Annexure I of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 is included in this
report as Annexure-"A".

7. CHANGE IN REGISTERED OFFICE:

During the year under review, the Company proposed to shifted its
Registered Office from ‘F-806, Titanium City Center, Near Sachin
Tower, Anand Nagar Road, Satellite, Ahmedabad, Gujarat,
India,380015’ to ‘3^rd Floor Chinubhai House, 7/B Amrutbaug
Colony, Opp. Sardar Patel stadium, Near Hindu Colony
Navrangpura, Navjivan, Ahmadabad City, Gujarat, India, 380014’.

8. DEPOSITS:

During the year under review, Your Company has not accepted any
deposits within the meaning of Section 73 of the Companies Act,
2013 and rules made thereunder.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED:

Details of Loans:

SL No	Date of making loan	Details of Borrower	Amount	Purpose for which the loan is to be utilized by the recipient	Time period for which it is given	Date of BR	Date of SR (if reqd.)	Rate of Inter est	Sec urit y
Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

(Note: Particulars of loans given, investments made, guarantees given and
securities provided are shown in the Balance Sheet, However it is because
of fraud that happened with the company, actually the company has not
passed any resolution pertaining to this thus, no loan has been given.)

Details of Investments:-

SL No	Details of Investee	Amount (in Rs.)	Purpose for which the proceeds from investment is proposed to be utilized by the recipient	Date of BR
Nil	Nil	Nil	Nil	Nil

Details of Guarantee / Security Provided:

SL	Date of	Details	Amou	Purpose for	Date of	Date	Commissio
No	providing security/ guarante e	of recipie nt	nt	which the security/guar antee is proposed to be	BR	of SR (if any)	n

				utilized by the recipient
Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

9. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

No material changes and commitments have occurred after the close
of the financial year till the date of this Report, which affect the
financial position of the Company except the details of the fraud
happened with the Company as per point 8 of this Directors Report.

10. COMPOSITION OF BOARD AND STATUTORY COMMITTEES:

The Board of the Company comprises of 4 Directors out of which one
are Managing Director, one is Additional Non-Executive Director and
rest of two Directors are Additional Executive Directors. The
maximum gap between any two board meetings is not more than
120 days.

Meetings of Board of Directors:

During the financial year 2023-24, Five (5) meetings of the Board of
Directors were conducted on 20^th May, 2023 and 21^st August, 2023,
09^th November, 2023, 24^th January, 2024 and 29^th February, 2024.
The details of the composition of the Board and attendance at its
meeting are set out in the following table:

Name	Attendance at Meetings			Number of other Directorship & Committee Membership / Chairmanship1
Whole-time Director/ Managing Director	No. of Board Meetings		Last AGM	Other Director ship2	Committee Member ship	Committee Chairman ship
	Meetings held during Tenure	Meetings Attended
Mr. Anirvan Dam (DIN:03031807)	4	4	Yes	-	-	-
Mr. Prasad Vijay Anj arlekar (DIN: 09370789)	4	4	Yes
Mr. Shashank Dattatraya (DIN:02090677)	4	4	Yes	3
Mrs. Supriya Kulkarni Subodh (DIN: 06958769)	4	4	Yes	2

**While calculating the number of Membership / Chairmanship in
Committees of other companies, Membership / Chairmanship of
only Audit Committee and Stakeholders Relationship Committee
have been considered pursuant to Regulation 18 and Regulation 20
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

None of the Director is a member in more than ten committees and
act as a Chairman in more than five committees across all
companies in which he is a Director.

Audit Committee:

During the financial year 2023-24, Four (4) meetings of the Audit
Committee were held on 20^th May, 2023 and 21^st August, 2023, 09^th
November, 2023 and 29^th February, 2024. The details of the
composition of the committee and attendance at its meeting are set
out in the following table:

Sr. No.	Name	Designation	Meetings held during Tenure	Meetings Attended
1.	Mr. Shashank Dattatraya	Chairman and Member	4	4
2.	Mrs. Supriya Kulkarni Subodh	Member	4	4
3.	Mr. Anirvan Dam	Member	4	4

Nomination and Remuneration Committee:

During the financial year 2023-24, One (1) meeting of the
Nomination and Remuneration Committee was held on 20^th May,
2023. The details of the composition of the committee and
attendance at its meeting are set out in the following table:

Sr. No.	Name	Designation	Meetings held during Tenure	Meetings Attended
1.	Mr. Shashank Dattatraya	Chairman and Member	4	4
2.	Mrs. Supriya Kulkarni Subodh	Member	4	4
3.	Mr. Anirvan Dam	Member	4	4

Stakeholders Relationship Committee:

During the financial year 2023-24, One (1) meeting of the
Stakeholders Relationship Committee was held on 20^th May, 2023.
The details of the composition of the committee and attendance at
its meeting are set out in the following table:

Sr. No.	Name	Designation	Meetings held during Tenure	Meetings Attended
1.	Mr. Shashank Dattatraya	Chairman and Member	4	4
2.	Mrs. Supriya Kulkarni Subodh	Member	4	4
3.	Mr. Anirvan Dam	Member	4	4

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Details of appointment/re-appointment of the Director:

The particulars of Directors/employees and the remuneration paid
to directors is given in the Directors’ Report as required under
section 197 (12) of the Companies Act, 2013.

11. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each
Independent Director of the Company under section 149 (7) of the
Companies Act, 2013 that the Independent Director of the Company
meet with the criteria of their Independence laid down in Section
149 (6).

12. AUDIT COMMITTEE AND ITS RECOMMENDATIONS:

The Committee has been constituted in accordance with the
provisions of the Act and the Rules made thereunder and also in
compliance with the provisions of Listing Regulations and more
details on the Committee are provided in the Report on Corporate
Governance. During the financial year under review, all the
recommendations of the Audit Committee were accepted by the
Board of Directors of the Company.

13. AUDITORS AND AUDIT REPORTS:

Statutory Auditors:

M/s. MAAK & ASSOCIATES, Chartered Accountants (FRN
No.:135024W), Auditor of the Company by EGM dated 04/01/2019
for the Financial Year 2018-19. The Board has proposed M/s. M A A
K & ASSOCIATES, Chartered Accountants (FRN No.:135024W), for
appointment from the conclusion of 6^th AGM to the conclusion of the
11^th AGM to held in Financial year 2024.

Moreover, as per the provisions of section 141 of the Companies Act,
2013, the Company has received a certificate from the auditors to
the effect that if they are appointed.

Auditors’ Report:

The notes of the financial statements referred to in the Auditor’s
Report are self-explanatory and do not call for any further
comments. The Auditors’ Report for the Financial Year 2023-24 does
not contain any qualification, reservation or adverse remarks expect
as given as under.

Sr. No.	Reservation/Remark/Qualification	Reply by Management
1	We have relied on the management representation for the existence and valuation of Fixed Asset. The Company has not charged depreciation on the fixed assets during the year and accordingly the provision of Accounting Standards relating to depreciation and Deferred Tax Asset / Liabilities have not been followed.	No reply is needed as it is self-explanatory.
2	We have not been provided with the balance confirmation or any other details for the trade receivable, trade payable, Loans and a,d.vances receivable/Payable shown in the books of accounts. In absence of the same we are unable to confirm the balance and nature of the transactions.	As the overall business activity was limited. Thus, we are unable to provide details for the trade receivable, trade payable, Loans and advances receivable/Payable shown in the books of accounts.
3	We have not been provided with the rent agreements, invoices/ vouchers for expenses. We have relied only on management representation in this regard.	As the company had very limited business activity during the financial year, there are no significant expense invoices or vouchers to be produced.
4	We have not been provided with the challan / acknowledgements/ returns for the payment of the TDS/GST / PF/ ESIC or any other statutory payments made by the company.	As the company had very limited business activity during the financial year, there are no challan / acknowledgements/ returns for the payment of the TDS/GST / PF/ ESIC.
5	The Compa.ny has no fixed assets register. The existence of the fixed asset has only been confirmed by the management.	The Company is in the process of preparing the fixed assets Register.
6	We would like to draw attention to the fa.ct that, balance confirmation from the parties from whom amounts are due for more than one year were not available and in absence of the same we are not in position to comment on the deviation in the balances or execution of the transactions. The absence of the said balance confirmation would also affect the expected credit loss of the debtors and accordingly the same may affect the amount of the carrying	As the company had very limited business activity during the financial year, there are no significant transaction.

	amount of debtors and the profit.
7	During our review we have been informed by the management that the financial results for the year ended on 31st March 2018 have been published late as there is a financial fraud during and after IPO. The previous auditor have not reported the same, however Directors have filed Complain against the Merchant Banker & Other in Economic Offence wing. According to the complaint filed the amount of Rs. 5.53.17.906 shown in Other Current Financial Assets includes the amount 5.53.17.906 fraudulently transferred by Merchant banker and other. The case is not resolved yet.	The Complaint is under process at Economic Offence Wing (EOW).

Internal auditors:

During the Financial Year 2023-24 the Board could not appoint the
Internal Auditor pursuant to provisions 138 and any other
applicable provisions of the Companies Act, 2013 and the rules
made thereunder. However, The Company has appointed Kumar
Shah & Co. having registered address at 207- Marathan Max,
Mulund Goregaon Link Road Near Sonapur Signal, Mulund West
Mumbai-400080 as an Internal Auditor for the financial year 2024¬
25.

Cost Audit Report:

As per provision of section 148(3) of Companies Act, 2013 and rule
6(2) of Companies (Cost records and audit) Rules, 2014, the
Company is not required to appoint a cost auditor to audit the cost
records of the Company.

Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and applicable
rules of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit has been
carried out by M/s. Paliwal & Co., Practicing Company Secretaries,
Ahmedabad. The Report of the Secretarial Audit in Form MR-3 for
the Financial Year ended March 31, 2024 is annexed as Annexure
“C” to this Report.

Reply of qualification of Secretarial Auditor in Secretarial Audit
Report

Sr. No.	Reservation/Remark/Qualification	Reply by Management
1.	During the Audit period, the AGM for the Financial Year 2022-23 was falling, however, the same has not been held in due time by the Company within time period as per the requirement of the section 96 of the Companies Act, 2013 and Rules made thereunder;	Due to financial constraints, the Annual General Meeting (AGM) for the Financial Year 2022-23 was held with a delay.
2.	During the audit period, the Company has not any Financial Results with the Stock Exchange as per the requirement of the Regulation 44 of the SEBI (LODR), 2015.	Due to financial constraints, the Company experienced a delay in submitting its financial results to the stock exchange. However, the Company has subsequently filed the results and is taking steps to ensure timely compliance with reporting requirements in the future.
3.	The Income Tax Department has also levied penalties under section 271(1)(b) of the Income Tax Act, 1961 as on 28/03/2019 vide Order No.: ITBA/PNL/F/271(1)(b)/2018- 19/1015500340(1).	The Company is already going to comply with the said Order of the Income Tax Department.
4.	The company has delayed in paying the listing fees as per regulation 14 of SEBI (LODR) Regulation, 2015 to the Stock Exchange for the F.Y. 2023-24.	Due to financial constraints during the fiscal year 2022¬ 23, the Company experienced a delay in paying the associated listing fees to the stock exchange for the Financial Year 2023-24. These fees were subsequently settled in the fiscal year 2024¬ 25.
5.	During the Audit Process it was found that there were no records showing timely submission of the necessary quarterly, half yearly filing with the Stock exchange as per listing regulation;	The Company is committed to ensure timely and accurate compliance with all listing obligations in the future.
6.	During the period under review, the Company has not appointed Internal Auditor as per the requirement of section 138 of the Companies Act, 2013	While the Company acknowledges that an Internal Auditor was not appointed during the financial year under review, it is important to note that an Internal Auditor has been appointed on w.e.f. 18/02/2025
7.	The company does not have requisite number of Independent Directors in its Board’s composition as per Reg. 17 of the SEBI (LODR) Regulation, 2015.	The Company has included an agenda item in the upcoming Annual General Meeting to address this non¬ compliance and ensure

		compliance with all relevant regulatory requirements.
8.	The Composition of the Directors of the Audit Committee is not as per Reg. 18 of SEBI (LODR) Regulation, 2015.	The Company has included an agenda item in the upcoming Annual General Meeting to address this non¬ compliance and ensure compliance with all relevant regulatory requirements.
9.	The Composition of the Directors of the Nomination and remuneration Committee is not as per Reg. 19 of SEBI (LODR) Regulation, 2015.	The Company has included an agenda item in the upcoming Annual General Meeting to address this non¬ compliance and ensure compliance with all relevant regulatory requirements.
10.	The Composition of the Directors of the Stakeholder relationship Committee is not as per Reg. 20 of SEBI (LODR) Regulation, 2015.	The Company has included an agenda item in the upcoming Annual General Meeting to address this non¬ compliance and ensure compliance with all relevant regulatory requirements.
11.	The website of the company is not as per the compliances under Regulation 46 of SEBI (LODR) Regulation, 2015	The Company has taken steps to review and update the website to ensure full compliance with Regulation 46 of SEBI (LODR) Regulation, 2015.
12.	The Company is under suspended status with BSE Limited. [After the Audit Period the company has commenced proceeding to seek revocation of suspension with BSE Limited]	All the compliances for revocation of suspension order for listing are being duly submitted to the BSE Limited.

14. Policy laid down by the Nomination and Remuneration Committee
for remuneration of Directors, Key Managerial Persons (KMP) and
other employees and the criteria formulated by the committee for
determining qualifications, positive Attributes, Independence of a
Director. Please refer ANNEXURE-“B” attached to this report.

15. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company, which also incorporates a
whistle blower policy in terms of the Listing Regulations, includes an
Ethics & Compliance Task force comprising senior executives of the
Company. Protected disclosures can be made by a whistle blower
through an e-mail, or telephone line or a letter to the Chairman of
the Audit Committee. The policy on vigil mechanism and whistle
blower policy may be accessed on the Company’s website at the
address www.thekidsclinics.com .

16. INFORMATION ABOUT THE FINANCIAL

PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARY:

The Company has no Subsidiary/Joint Ventures/Associate
Companies

17. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) of the Act, the
annual return of the Company in Form MGT-7 is available on the
website of the Company and can be accessed at:
https: / /www.thekidsclinics.com / wp-content/uploads/2025/02/MGT-9-
on-website-of-the-Company.pdf

18. INTERNAL CONTROLS AND THEIR ADEQUACY:

The Company has adequate internal controls and processes in place
with respect to its financial statements which provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements. These controls and processes
are driven through various policies, procedures and certifications.
The processes and controls are reviewed periodically. The
Company''s internal control system is commensurate with its size,
scale and complexities of its operations.

19. RISKS MANAGEMENT POLICY:

The Board of Directors of the Company has framed and adopted a
policy on Risk Management of the Company. The Company has
identified various risks and also has mitigation plans for each risk
identified and it has a comprehensive Risk Management system
which ensures that all risks are timely defined and mitigated in
accordance with the Risk Management Policy. The Company is not
required to statutorily constitute the Risk Management Committee.

20. CORPORATE SOCIAL RESPONSIBILITY POLICY AND ANNUAL
REPORT ON CSR:

In pursuant to the provisions of section 135 and schedule VII of
the Companies Act, 2013, CSR Committee of the Board of Directors
was formed to recommend (a) the policy on Corporate Social
Responsibility (CSR) and (b) implementation of the CSR Projects or
Programs to be undertaken by the Company as per CSR Policy for
consideration and approval by the Board of Directors.

Till Date the Company is not falling under the defined criteria
applicable to the company under the Companies Act, 2013.

21. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered during the
financial year with related parties were in the ordinary course of the
business and on 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.

22. LISTING WITH STOCK EXCHANGES:

The Company is listed on the SME Bombay Stock Exchange Ltd.
(BSE) from the year 2017-18.

23. CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION:

The Company has complied with amended clause of Listing
Regulations concerning strength of independent directors on the
Board before March 31, 2024.

24. SECRETARIAL STANDARDS:

The Company has complied with amended secretarial standards.

25. ACCOUNTING FOR TAXES ON INCOME:

There is no Deferred Tax Liability for the Financial Year 2023-2024.

26. QUALITY:

We are pediatric healthcare management service provider Company
and we are not certified ourselves under any quality measurement
company.

27. INSURANCE:

We are Management/Technology/Growth partners of Doctor''s clinic
and service provider to the Doctors and parents of the child,
basically our company is service provider. At present our company
has not taken any insurance policy as on the date of this Prospectus

28. HUMAN RESOURCES:

Your Company considers its employee as the valuable assets of the
Company. The Company regularly organises various training
programme at all level to enhance skill of the employees. The
employees are fully committed to the growth of the Company.

29. LITIGATION:

There was no material litigation outstanding as on March 31, 2024
and the details of pending litigation including tax matters are
disclosed in the Financial Statements. However, there is incidence of
fraud happened with the Company and the same has been defned in
point no. 8 of this Directors Report.

30. FORMAL ANNUAL EVALUATION:

The Board of Directors has carried out as annual evaluation of its
own performance, its committees and individual Directors pursuant
to the requirements of the Act and the Listing Regulations.

31. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company has taken precautionary steps for conservation of
energy & technology absorption by implementing various measures
& efforts which improve the productivity of the employees, improve
quality of a service, reduce the cost of a services and no specific
investment has been made in reduction in energy consumption.

32. INSIDER TRADING REGULATIONS:

In terms of the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, the
Company has formulated a “Code of Conduct for Prevention of
Insider Trading” and “Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information” for
regulating, monitoring and reporting of trading in shares of the
Company by the Promoters, Designated Persons, Key Managerial
Personnel, Directors, Employees, Connected Persons and Insiders of
the Company. The said codes are in accordance with the said
Regulations and are also available on the website of the Company.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line
with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. All
employees (permanent, contractual, temporary, trainees) are covered
under this policy. There was no case of sexual harassment reported
during the year under review.

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND:

During the year under review, No amount is required to transfer to
“Investor Education & Protection Fund” as required under the
Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended.

35. GENERAL:

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

a) Details relating to deposits covered under Chapter V of the
Companies Act, 2013.

b) No significant or material orders were passed by the Regulations
or Courts or Tribunals which impact the going concern status
and Company’s operations in future.

c) The Company does not have any scheme of provision of money
for the purchase of its own shares by employees or by trustees

for the benefit of employees. No disclosure is required under
section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4)
of Companies (Share Capital and Debentures) Rules, 2014, in
respect of voting rights not exercised directly by the employees of
the Company as the provisions of the said section are not
applicable during the period under review.

d) Your Directors further state that during the year under review,
there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

36. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of the Section 134 of the

Companies Act, 2013, the directors confirm that:

1. in the preparation of the annual accounts for the year ended 31^st
March, 2024, the applicable accounting standards had been
followed along with proper explanation relating to material
departures;

2. 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 and loss of the Company for that period;

3. they have 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;

4. they have prepared the annual accounts on a going concern
basis;

5. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are
adequate and were operating effectively; and

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

37. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review foreign exchange earnings or out

flow reported as follow:

Particulars	Amount In INR
Out Flow	NIL
Earning	NIL

38. APPRECIATION:

The Directors thank the Bankers and the concerned authorities of
the Government for their co-operation, and also record their
appreciation for the efforts put in by the employees.

Registered Office: On behalf of the Board,

3^rd Floor, Chinubhai House,7-B, M/S. KIDS MEDICAL

amrutbag colony, opp. Hindu SYSTEMS LIMITED

Colony, Navrangpura Navjivan,

Ahmedabad, Ahmadabad City,

Gujarat, India, 380014.

Date: 18/02/2025
Place: Ahmedabad

ANIRVAN DAM
MANAGING DIRECTOR
DIN: 03031807

1

companies mentioned above excludes directorships in private limited
companies, unlimited companies, foreign companies and companies
incorporated under section 8 of the Companies Act, 2013.

2

Directorships and Committee member/Chairmanship in other