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

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY:

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

FINANCIAL PERFORMANCE:

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

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

2. CONSOLIDATED FINANCIAL STATEMENTS:

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

venture Company.

3. DIVIDEND:

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

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

4. DETAILS OF INITIAL PUBLIC OFFER:

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

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

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

5. SHARE CAPITAL

• Authorised Capital

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

During the Financial Year, the Authorized Share Capital of the Company is increased from existing Rs. 5,00,00,000/- (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) to Rs. 18,00,00,000/- (Rupees Eighteen Crore only) divided into 1,80,00,000 (One Crore Eighty Lakhs Only) Equity shares of Rs. 10/-(Rupees Ten only) each in the Extra Ordinary General Meeting held on May 12, 2022.

• Issued. Subscribed and Paid up Capital:

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

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

• Issue of shares or other convertible securities - Yes

• Issue of equity shares with differential rights - NIL

• Issue of Sweat Equity Shares - Nil

• Details of Employee Stock Options - Nil

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

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

• Issue of warrants - Nil

• Issue of Bonus Shares - Yes

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

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

• Dematerialization of shares:

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

6. UTILIZATION OF IPO PROCEEDS:

7. DETAILS OF LOCK - IN OF SHARES

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

8. TRANSFER TO RESERVE:

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

9. UNPAID DIVIDEND & IEPF:

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

10. STATE OF AFFAIRS OF THE COMPANY:

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

11. ALTERATION IN MEMORANDUM OF ASSOCIATION:

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

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition & Constitution of Board of Directors:

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

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

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

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

The following Directors resigned during the year:

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

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

b) Composition & Constitution of Key Managerial Personnel:

The Key Managerial Personnels as on date comprises of following:

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

c) Retirement hv Rotation of the Directors

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

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

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

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

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

14. RECONCILIATION OF SHARE CAPITAL AUDIT

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

15. Independent Directors

a. Declaration by Independent Directors

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

b. Changes in Independent Director

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

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

c. Familiarisation Programme for Independent Directors:

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

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

d. Meetings

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

16. MEETINGS:

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

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

17. COMMITTEES OF BOARD:

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

members:

i. AUDIT COMMITTEE:

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

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

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

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

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

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

The details of Audit Committee Meetings held from April 01, 2022 to March 31, 2023 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:

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

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

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

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

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

(f) Disclosure of any related party transactions; and

(g) Qualifications in the draft audit report.

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

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

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

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

9. Scrutiny of inter-corporate loans and investments;

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

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

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

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

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

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

material nature and reporting the matter to our Board;

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

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

18. Reviewing the functioning of the whistle blower mechanism;

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

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

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

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

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

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

The Company Secretary acts as the Secretary to the Committee.

ii. NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

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

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

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

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

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

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

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

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

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

c. consider the time commitments of the candidates

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

4. Devising a policy on Board diversity;

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

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

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

management.

iii. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

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

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

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

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

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

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

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

The terms of reference of the Committee are:

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

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

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

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

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

18. BOARD EVALUATION:

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

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

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

19. ANNUAL RETURN:

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

20. VARIOUS POLICIES OF THE COMPANY:

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

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

21. AUDITORS:

i. Statutory Auditors:

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

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

143(12) of the Companies Act, 2013.

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

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Maharshi Rajesh Ganatra (Practicing Company Secretary) having Membership No. F11332 and Certificate of Practice No. 14520 representing Maharshi Ganatra & Associates, Practicing Company Secretary Firm, to undertake the Secretarial Audit of the Company for the F.Y. 2022-23 in the Board Meeting held on March 31, 2023. The Secretarial Audit Report in Form MR-3 for F.Y. 2022-23 is annexed herewith as "Annexure I" to the Board's Report.

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

iii. Cost Auditor:

Appointment of Cost Auditor is not applicable to the Company.

iv. Internal Auditor:

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

22. MAINTENANCE OF COST RECORDS:

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

23. VIGIL MECHANISM/ WHSITLE BLOWER:

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

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

24. INTERNAL FINANCIAL CONTROLS:

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

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

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

25. RISK ASSESSMENT AND MANAGEMENT:

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

26. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATECOMPANIES:

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

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

i. Conservation of Energy

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

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

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

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

ii. Technology absorption

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

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

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

a, the details of technology imported;

b, the year of import;

c, whether the technology been fully absorbed;

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

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

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

29. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

31. DEPOSITS:

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

32. SIGNIFICANT AND MATERIAL ORDERS:

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

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

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

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

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

35. CHANGES IN NATURE OF BUSINESS

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

36. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

A. Composition of the CSR committee of the board:

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

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

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

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

D. Details of CSR spent during the Financial year:

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

• Amount unspent during the Financial Year - Nil

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

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

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

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

38. LISTING FEES:

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

39. HUMAN RESOURCES:

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

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

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

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

40. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

41. OTHER DISCLOSURES:

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

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

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

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

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

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

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

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

42. REPORTING OF FRAUD:

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

43. CAUTIONARY STATEMENTS:

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

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

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

i. Disclosure of Managerial Remuneration

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

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

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

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

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

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

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

46. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

47. GENERAL

a) 6^th Annual General Meeting

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

Listing on Stock Exchange:

NSE Limited ("NSE")

Exchange Plaza, C-1, Block-G,

Bandra-Kurla Complex, Bandra (E),

Mumbai-400051 SYMBOL: QMSMEDI

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

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)REGISTRAR AND SHARE TRANSFER AGENT:

Bigshare Services Private Limited

Office No. S6-2, 6th Floor

Pinnacle Business Park, Next to Ahura Centre

Mahakali Caves Road, Andheri (East).

Tel: 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 half yearly Compliance Certificate pursuant to regulations 40(9) and 40 (10) of the SEBI Listing Regulations are filed with the Stock Exchanges.

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

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

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

g) Dematerialization of Shares:

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

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

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

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

48. Corporate Governance

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

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

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

49. ACKNOWLEDGEMENTS:

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