Aakaar Medical Technologies Ltd Directors Report

To

The Members of

Aakaar Medical Technologies Private Limited Mumbai

Your Directors have pleasure in presenting the 11^th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year under review along with previous years figures are given hereunder:

Amount (in Rs. Thousands)

Particulars	Year ended on 31/03/2024	Year ended on 31/03/2023
Income from Business Operations	4,61,110	3,27,846
Other Income	1,594	939
Total Income	4,62,704	3,28,785
Less: Expenses	4,26,134	2,93,805
Profit before Tax	36,570	34,980
Less: Prior Period Items	9,848	NIL
Less: Current Income Tax	10,000	10,500
Less: Current tax expenses relating to prior years	-155	NIL
Less: Deferred Tax	-3,400	-2
Profit after Tax	20,277	24,482
Amount transferred to General Reserve	NIL	NIL
Earnings per Share (Basic) Rs.	28.97	34.97
Earnings per Share (Diluted) Rs.	28.97	34.97

2. STATE OF COMPANYS AFFAIRS:

With the improved market conditions, the Company could achieve better performance and for the financial year 2023-24, the Company earned a total gross income of Rs. 46.27 Crore against the previous year income of Rs.32.88 Crore and achieved a Profit Before Tax of Rs.3.66 Crore against the Profit Before Tax of Rs.3.50 Crore and Profit After Tax of Rs.2.03 Crore against the Profit After Tax of Rs. 2.45 Crore of the previous year.

3. TRANSFER TO RESERVES:

The Company did not transfer any amount to reserves for the Financial Year ended 2023-24.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no Unclaimed or Unpaid Dividend due to be transferred to Investor Education and Protection Fund.

5. CHANGE TN THE NATURE OF BUSINESS. IF ANY:

There is no change in the nature of business in the current year as compared to the previous year.

6. DIVIDEND:

Your Directors do not recommend any dividend for the Financial Year 2023-24.

7. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

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

8. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED TN THE CONSOLIDATED FINANCIAL STATEMENT:

The Company does not have any Subsidiary/Joint Venture/Associate Company and hence there is nothing to be mentioned.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There is no order passed by regulators or courts or tribunals during the year impacting the going concern status and Companys operations in future.

10. SHARE CAPITAL:

The paid-up equity Share Capital of the Company as on 31^st March, 2024 was Rs.70,00,000/- comprising of 7,00,000 Equity Shares of face value of Rs.10/- each.

The Company increased the Authorised Share Capital of the Company from Rs. 1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs.10/- (Rupees Ten) each to Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten) each at the Extra-Ordinary General Meeting held on 19^th July, 2024.

Further, the Company has issued the Equity Shares after the financial year 2023-24 as given below:

a) Allotment of 14 Equity Shares of Rs.10/- each of the Company at the Board Meeting held on 10^th July, 2024 for cash at a premium of Rs.790/- out of the 6,383 options granted to Dr. Rahul Sawakhande @Rs.800/- per option as per the ESOP Scheme - 2021 of the Company against the Exercise of vesting of the options under (Aakaar Medical Technologies Employees Stock Option Plan - 2021) the ESOP Scheme of the Company;

b) Allotment of remaining 6,369 Equity Shares of Rs.10/- each of the Company at the Board Meeting held on 06^th August, 2024 for cash at a premium of Rs.790/- out of the 6,383 options granted to Dr. Rahul Sawakhande @Rs.800/- per option as per the ESOP Scheme - 2021 of the Company against the Exercise of vesting of the options under (Aakaar Medical Technologies Employees Stock Option Plan - 2021) the ESOP Scheme of the Company;

c) Allotment of 38,298 Equity Shares of Rs.10/- each at the Board Meeting held on 06^th August, 2024 as Bonus Shares to Dr. Rahul Sawakhande, in the ratio of 6:1, i.e., 6 Equity Shares of Rs.10/- each for every Equity Share of Rs.10/- each held by him, in the terms of the ESOP Scheme - 2021 of the Company;

d) Allotment of 89,36,172 Equity Shares of Rs.10/- each at the Board Meeting held on 07^th August, 2024 as Bonus Shares to the existing Shareholders of the Company, in the ratio of 12:1, i.e., 12 Equity Shares of Rs.10/- each as Bonus Shares for every Equity Share of Rs.10/- each held by the Shareholders and kept 06^th August, 2024 as the Record Date to determine the eligible shareholders, on the approval of the members of Company at the Extra-ordinary General Meeting held on 06^th August, 2024; and

e) The Members of the Company approved the issue of 7,41,563 Equity Shares of face value of Rs. 10/- each at the Extra-Ordinary Meeting held on 09^th August, 2024 at an issue price of Rs.64/- per Equity Shares (including premium of Rs.54/- per Equity Shares) on Preferential Basis to the following proposed allottees:

Name of Allottee(s)	No. of Equity Shares
Ms. Milouni Dilip Meswani jointly with Mr. Kunal Jhanwar	1,19,844
Ms. Sharda Ramesh Meswani jointly with Mr. Dilip Ramesh Meswani	2,77,969
Mr. Amit Kumar and Mrs. Ankita Saraswat (Partners of M. K. Enterprises)	1,56,250
Mr. Ankush Kedia	78,125
Finavenue Growth Fund	78,125
Mr. Deepak Sang wan	31,250
Total	7,41,563

The Board of Directors of the Company has initiated efforts to explore the possibilities of an Initial Public Offer (IPO) in the financial Year 2024-25 to augment the long-term capital requirements of the Company to expand the business activities and to position the Companys Products globally. The Members of the Company at the Extra-ordinary General Meeting held on 19^th July, 2024 have approved to convert the Company from a Private Limited Company to a Public Limited Company and increased the Authorised Share Capital to Rs.15 Crore from the existing Authorised Share Capital of Rs. 1 Crore.

11. BOARD MEETINGS:

The Board of Directors of the Company met 7 times during the financial year 2023-24 and the intervening gap between any two meetings was not more than 120 days (one hundred twenty days) as prescribed under Section 173 of the Companies Act, 2013. Your Company has complied with the provisions of Chapter XII - Meetings of Board and its Powers, of the Companies Act, 2013 with respect to meetings of the Board.

12. EXTRACT OF ANNUAL RETURN:

After the recent introduction of the Companies (Management and Administration) Amendment Rules, 2021, there is no requirement for Form MGT-9 under any provision of any Act or Rules.

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return, in the prescribed form MGT-7, as on 31^st March, 2024 is annexed as Annexure I to this report and available on the Companys website at www.aakaarmedical.in,

13. AUDITORS:

M/s Madhav Joshi & Associates, Chartered Accountant (Membership No.: 04510), were appointed as the Statutory Auditors of the Company at the Annual General Meeting of the Company held on 30^th September, 2023 to hold the office up to the conclusion of Annual General Meeting to be held for the financial year 2027-28. However, M/s Madhav Joshi & Associates vide its letter dated 20^th April, 2024 resigned as the Statutory Auditors of the Company citing the reason as their pre-occupations.

Further, after obtaining consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on April 20, 2024 appointed M/s. C B Mehta & Associates, Chartered Accountants (Firm Registration Number: 124978W) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to the resignation of M/s Madhav Joshi & Associates; and the said appointment has been ratified and approved at the Extra-Ordinary General Meeting of the Company held on 25^th April, 2024 to conduct the audit for the Financial Year 2023-24 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Audit for FY 2023-24 was conducted by M/s. C B Mehta & Associates, Chartered Accountants (Firm Registration Number: 124978W).

Since the term of the Auditor concludes at AGM to be held for the Financial Year 2023-2024, it is proposed to appoint M/s. C B Mehta & Associates, Chartered Accountants (Firm Registration Number: 124978W) as the Statutory Auditors of the Company for the first term of five consecutive years commencing from the conclusion of AGM to be held for the Financial Year 2023-24 till the conclusion of AGM to be held for the Financial Year 2028-29 and at such remuneration as may be determined by the Board of Directors in consultation with the Statutory Auditors of the Company.

14. REPORTING OF FRAUDS/AUDITORS REPORT:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules made there under, except one instance as given below:

The Auditors Report on Financial Statements for the financial year 2023-24 issued by M/s. C B Mehta & Associates, Chartered Accountants, does not contain any qualification, reservation or adverse remark except the following:

i) Emphasis of Matter

There is a discrepancy in the balance confirmation received from Parekh Integrated Services Private Limited (PISPL) regarding the outstanding balance receivable as at the year-end. The balance confirmation received from PISPL reflected an amount of Rs. 1,260.00 lacs, whereas the Companys financial records show an outstanding balance receivable of Rs. 1,296.70 lacs.

Out of the differential Rs.36.70 lacs, the Company has provided for Rs.27.51 lacs as Doubtful Debts as on March 31, 2024.

ii) fraud by way of embezzlement by an employee amounting to INR7,00,000/- i.e., received from customer on behalf of the Company

Reply:

i) Out of the differential Rs.36.70 lacs, the Company has provided for Rs.27.51 lacs as Doubtful Debts as on March 31, 2024 and the Company is optimistic of realizing the balance amount of Rs.9.19 Lakhs in due course.

ii) With respect to the observation of the Auditors in connection with the fraud by way of embezzlement by an employee amounting to INR7,00,000/- i.e., received from customer on behalf of the Company, a complaint has been filed against the employee and process for recovery has been initiated.

15. FIXED DEPOSITS:

During the financial year 2023-24, the Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The Company has availed unsecured loans from Directors and relatives during the financial year, and obtained declaration(s) that the loans given were out of their own funds and not out of borrowed funds. The information pertaining to unsecured loan is given in the Annexure-II forming a part of this report.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arms length basis, and therefore Form AOC-2 is not applicable.

17. DIRECTORS AND KMP

The following are the changes in Directorship and Key Managerial Personnel:

a) The Board of Directors of the Company appointed Mr. Dilip Ramesh Meswani (DIN: 06540985) as the Managing Director of the Company with effect from 10^th July, 2024 for a period of Five Years and approved by the Members at the Extra-Ordinary Meeting held on 19^th July, 2024;

b) The Board of Directors of the Company appointed Mrs. Bindi Dilip Meswani (DIN: 06594958) as a Director (Non-Executive Chairperson) of the Company and as an Advisor / Consultant with effect from 10^th July, 2024, for a period of Five Years and approved by the Members at the Extra-Ordinary Meeting held on 19^th July, 2024;

c) The Board of Directors of the Company appointed Dr. Rahul Sawakhande (DIN: 08282783) as an Additional Director and Chief Executive Officer of the Company on 06^th June, 2024 and approved by the Members at the Extra-Ordinary Meeting held on 19^th July, 2024;

d) The Board of Directors of the Company appointed Ms. Sweta Shah as the Chief Financial Officer (CFO) (Key Managerial Personnel) of the Company with effect from 08^th June, 2024 at the Board Meeting held on 08^th June, 2024; and

e) The Board of Directors of the Company appointed Mr. Shreyas Anil Haldankar (ICSi-Membership No.: A71231) as the Company Secretary of the Company with effect from 06^th August, 2024 at the Board Meeting held on 06^th August, 2024. Due to unexpected personal reasons Mr. Shreyas Anil Haldankar (ICSI-Membership No.: A71231) resigned from the post of Company Secretary with effect from 30^th August, 2024.

18. DISCLOSURE AS REQUIRED TINDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, an Internal Complaints Committee has been set up to look and redress complaints received regarding sexual harassment at work place. The Company conducts awareness programs at regular intervals.

During the year under review, no complaints were received by the Company related to sexual harassment.

19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not made any investment in excess of the limits specified under Section 186(2) of the Companies Act, 2013. Further the Company has not made any loans to any persons within the meaning of Section 186 and has also not given any guarantee or provided any security within the meaning of that section.

20. CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure III forming part of this Report.

21. PARTICULARS OF EMPLOYEES:

None of the employees who has drawn a remuneration more than the limit as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details of remuneration received by them are given in Annexure IV forming part of this Report.

Details of employees holding more than 2% of the equity shares of the Company:

Name of Employee	Percentage of holding %
Mr. Dilip Ramesh Meswani	75%
Mrs. Bindi Dilip Meswani	20%
Mr. Abhash Dilip Meswani	3.9%

22. MANAGERIAL REMUNERRATION:

Under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requirement of disclosure is not applicable to the Company.

23. SECRETARIAL AUDIT REPORT:

This Clause prescribed under Section 204 of Companies Act, 2013 and rules made thereunder are not applicable to the Company.

24. RISK MANAGEMENT POLICY:

The Company has developed & implemented Risk Management Policy. However, Company has taken adequate and necessary steps to mitigate any element of risk which may threaten the existence of the Company.

25 DIRECTORS RESPONSIBILITY STATEMENT:

Your Companys Directors make the following statement in terms of sub-section (5) of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

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

(b) the Directors 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 of the Company for that Year;

(c) the Directors 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;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) Company being unlisted Company sub-Clause (e) of section 134(5) is not applicable;

(f) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(g) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. DISCLOSURE UNDER SECTION 134(3VH OF THF, COMPANIES ACT. 2013:

There are no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of approval of Boards Report.

27. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE CSRl:

As per Section 135 of the Companies Act, 2013, every Company having net worth of Rupees Five Hundred Crore or more, or turnover of Rupees One Thousand Crore or more, or a net profit of Rupees Five Crore or more during the immediately preceding financial year shall constitute the CSR Committee.

Considering the above threshold limit, the Company was not required to constitute the CSR Committee.

28. INTERNAL CONTROL SYSTF.M AND THFJR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

29. RISK MANAGEMENT POLICY:

The Company has a proper Risk Management Policy in place, to evaluate the elements of risk threatening the Companys existence.

30. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

31. COST RECORDS:

The Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

32. APPROVAL FOR MODIFICATIONS TO THE ‘AAKAAR MIDICAI TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN - 2021:

The Company had implemented the Employee Stock Option Plan 2021, with a view to attract, retain, incentivize and motivate employees of the Company by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability.

The members of the Company at the Extra-ordinary General Meeting held on 01^st April, 2021 approved the Aakaar Medical Technologies Employee Stock Option Plan 2021 ("ESOP Plan 2021"). The said ESOP Scheme was modified and ratified by the members of the Company at the Extra-ordinary General Meeting held on 19^th July, 2024, viz. a) the grant of 6,383 (Six Thousand Three Hundred Eighty Three) Options to Dr. Rahul Sawakhande at the grant price of Rs.800/- (Rupees Eight Hundred Only) per option with effect from 01^st August, 2021, with each Option entitles the Grantee to acquire 1 (One) Equity share of the Face value of Rs.10/- each, at a price of Rs.800/- per share and / or such number of Resultant Shares at such price as may be determined by the Board of Directors of the Company in the event of ‘Change in Capital Structure or ‘Corporate Change and b) also the modification of the Clause 9 of the ESOP Scheme viz.

9. Maximum number of options to be issued per employee and in aggregate:

The total Number of options to be granted are 11,000 (Eleven Thousand) and out of which 6,383 Options be granted to Dr. Rahul Sawakhande, Business Head and the balance 4,617 Options be granted to any specific employees of the Company under ESOP 2021, and in aggregate shall be not more than 1% of the issued Equity Share Capital (excluding outstanding warrants and conversions) of the Company in any financial year.

A) All the 6,383 Options granted to Dr. Rahul Sawakhande, had been allotted, during the Financial Year 2024-25; and

B) the balance 4,617 Options are yet to be granted to any specific employee(s) of the Company under ESOP 2021.

33. GENERAL

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

a) details relating to deposits covered under Chapter V of the Act;

b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

c) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

d) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016; and

e) instance of one-time settlement with any bank or financial institution.

34. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation for the support and co-operation extended by all the stakeholders during the year and look forward to their continued support.

Dilip Ramesh Meswani	Bindi Dilip Meswani
Managing Director	Chairperson
DIN: 06540985	DIN: 06594958
Address: 601, Tulsi Building, GB Indulkar	Address: 601, Tulsi Building, GB Indulkar
Road, Vile Parle East, Mumbai- 400057	Road, Vile Parle East, Mumbai- 400057
Date: 05.09.2024	Date: 05.09.2024
Place: Mumbai	Place: Mumbai