Kashyap Tele-Medicines Ltd Directors Report

FINANCIAL YEAR 2023-2024

Dear Members,

Your Directors with immense pleasure presenting a 30^th Boards Report on the business and operations of the Company together with the Audited Financial Statements and the Auditors Report thereon for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

A summary of your Companys financial results for the Financial Year 2023-2024 is as under:

(Rs in Lakhs except EPS)

Particulars	2023-2024	2022-2023
Revenue from Operations	19.20	19.65
Other Income	0.01	0.02
Total Income	19.21	19.67
Expenditure
Employee benefits expense	12.14	10.20
Other Expenses	10.03	9.05
Total Expenses	22.17	19.25
Profit/(Loss) Before Exceptional items and Tax	(2.96)	0.42
Exceptional Items	-	-
Profit before Tax	(2.96)	0.42
Tax Expenses
Current Tax	-	0.11
Tax relating to P.Y.	0.04	-
Income tax expenses	0.04	0.11
Net Profit/ (Loss) for the period	(3.00)	0.31
Earning per Equity Share @ Face Value of J 1/- each (Basic & Diluted)	(0.006)	0.001

2. HIGHLIGHTS OF PERFORMANCE:

Total Income: The total income decreased by 2.34 % to J 19.21 Lakhs in comparison to J 19.67 Lakhs of Previous Financial Year 2022-2023.

EBIDTA: The EBIDTA of your Company stood at J (2.96) Lakhs in comparison to J 0.42 Lakhs of Previous Financial Year 2022-2023.

PAT: The Company had loss of J (3.00) Lakhs in comparison to profit of J 0.31 Lakhs of Previous Financial Year 2022-2023.

3. DIVIDEND

Your Directors have not recommended any dividend for the Financial Year 2023-2024 in view of loss occurred by the Company. Further the Dividend Distribution Policy as per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is not applicable to the Company as it does not fall under top 1000 Listed Companies based on its market capitalization as at the Financial Year ended on 31^st March, 2024

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

The Company has not declared any dividend in past years, hence there are no amounts lying and liable for transfer to Investor Education and Protection Fund.

5. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of the Listing Regulations, is not applicable to the Company as it does not fall under top 1000 Listed Companies on the basis of market capitalization as at the Financial Year ended on 31^st March, 2024.

6. INDIAN ACCOUNTING STANDARDS (IND AS):

The Company has adopted Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") from 1^st April, 2017 and accordingly the financial statements for the reporting period and all the periods presented have been prepared in accordance with the recognition and measurement principles laid down in IND-AS 34 "Interim Financial Reporting" read with relevant rules issued thereunder and the other accounting principles generally accepted in India. Further, all the applicable amendments stated in the Schedule III of the Companies Act, 2013 have also been adopted and presented in the Financial Statements for the reporting period.

7. SHARE CAPITAL:

a) Authorized Share Capital

There was no change in the Authorised Capital of the Company during the Financial Year 2023-2024. The Authorized Share Capital of the Company as at 31^st March, 2024 stood at J 15,00,00,000/-.

b) Issued Share Capital

The Issued Share Capital of the Company as at 31^st March, 2024 stood at J 5,00,00,000/-. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2024, none of the Directors of the Company hold any instruments convertible into equity shares of the Company.

c) Subscribed and Paid up Share Capital

The Subscribed and Paid up Share Capital of the Company as at 31^st March, 2024 stood at J 4,77,22,000/-.

8. CIRCULATION OF ANNUAL REPORT IN ELECTRONIC FORM:

Pursuant to the exemptions provided by the Securities and Exchange Board of India and Ministry of Corporate Affairs as mentioned in the notice to AGM, the Annual Report for the Financial Year 2023-2024 will be sent to members through electronic mode (via e-mail) only, on the email id registered with the Registrar and Share Transfer Agent of the Company. Members are requested to register/ update their respective email Ids for receiving further electronic communications.

9. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve for the Financial Year ended on 31^st March, 2024. However, the balance of Shares Forfeiture Account of J 11,97,500/- against application money of 22,78,000 equity shares as forfeited by the Company earlier has been transferred to Capital Reserve Account in the Financial Year 2018-2019, in accordance with the applicable accounting provisions.

10. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE /ASSOCIATE COMPANY:

During the year under review, there were no Associate/Subsidiary/Joint Venture of the Company. However, the Company is an Associate Company of Jindal Worldwide Limited having a stake of 31.25% in Share Capital of Company.

11. ANNUAL RETURN:

Pursuant to provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on 31^st March, 2024 is available on the Companys website at https://kashyaptele-medicines.com/investor-relations/.

12. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in "Annexure – A" which forms part of this Boards Report.

Further during Financial Year 2023-2024, no employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended).

13. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year under review. Further, there were no material changes and commitments between the end of the Financial Year of the Company to which the Financial Statements relates and date of Boards Report affecting the financial position of the Company.

14. BOARD OF DIRECTORS, COMPOSITION AND INDEPENDENCE:

The Company recognizes the importance of a diverse Board. The Board is entrusted with the ultimate responsibility of the management, direction and performance of the Company and has been vested with the requisite powers, authorities and duties. The composition of Board is in line with the applicable provisions of the Act and the Listing Regulations.

As on 31^st March, 2024, the Board comprises of One Executive Director, two Non-Executive Non-Independent Directors and three Independent Directors including one woman Independent Director. During the year under review, no changes in the Boards Report took place.

Further, pursuant to provisions of Section 164 of the Act, all the Directors of the Company had confirmed that they are not disqualified from being appointed as Directors.

Further, the Company has received necessary declarations from each of the Independent Director that they continue to meet the criteria of independence as laid down under Sections 149(6) & (7) of the Act and Regulations 16(1)(b) & 25 of the Listing Regulations and that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In accordance with the provisions of Section 152 of the Act read with Regulation 36 of the Listing Regulations and in terms of the Memorandum and Articles of Association of the Company, Mrs. Amrita Khetan (DIN: 02781781), Non-Executive and Non-Independent Director of the Company, who was liable to retire by rotation and who had offered herself for reappointment, was re-appointed at the 29^th Annual General Meeting held on 3^rd August, 2023.

Further, Mr. Amit Agrawal (DIN: 00169061), Managing Director of the Company retires by rotation at the ensuing AGM and being eligible, offered himself for re-appointment. His brief resume, nature of expertise, details of directorships held in other companies & other details is appended as an Annexure to the Notice of this AGM.

Mr. Ayushman Khemka (DIN: 07939582) appointed as Additional Director in the category of Non-Executive and Non-Independent Director of the Company w.e.f, 19^th July, 2024 and designation of Mrs. Amrita Khetan (DIN: 02781781) changed from Non-Executive and Non-Independent Director to Non-Executive and Independent Director w.e.f. 19^th July, 2024.

15. MEETINGS OF THE BOARD:

Seven Meetings of the Board of Directors of the Company were convened and held during the Financial Year 2023-2024 on 29^th May, 2023, 17^th June, 2023, 3^rd August, 2023, 6^th November, 2023, 27^th December, 2023, 9^th February, 2024 and 27^th February, 2024. The maximum gap between two Board Meetings does not exceed one hundred and twenty days. The composition of the Board as well as the particulars of attendance at the Board meetings are given below:

		Attendance of Meeting of Board of Directors held on
Name of Director	Category	29th May, 2023	17th June, 2023	3rd August, 2023	6th November, 2023	27th December, 2023	9th February, 2024	27th February, 2024	Attendance at the AGM held on 3rd August, 2023
Mr. Amit Agrawal	Managing Director	D	D	D	D	D	D	D	D
Mrs. Amrita Khetan*	Non-Executive
	Non Independent Director	D	D	D	?	?	D	D	D
Mr. Raghav Agrawal	Non-Executive
	Non Independent Director	D	D	D	D	D	D	D	D
Mr. Devkinandan Sharma	Independent Director	D	D	D	D	D	D	D	D
Mr. Mayank Khetan	Independent Director	D	D	D	D	D	D	D	D
Ms. Surabhi Agrawal	Independent Director	D	?	D	?	?	D	D	D
Mr. Ayushman Khemka**	Non-Executive
	Non Independent Director				Not Applicable
D Present
x Leave of Absence

Note:

* Designation of Mrs. Amrita Khetan (DIN: 02781781) changed from Non-Executive and Non-Independent Director to Non-Executive and Independent Director w.e.f. 19^th July, 2024.

** Mr. Ayushman Khemka (DIN: 07939582) appointed as Additional Director in the category of Non-Executive and Non-Independent Director of the Company w.e.f, 19^th July, 2024

16. KEY MANAGERIAL PERSONNEL (KMP):

The following personnel functioned as Key Managerial Personnel pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time): A. Mr. Amit Agrawal: Managing Director; B. Mr. Raghav Agrawal: Chief Financial Officer; C. Mr. Paritosh Trivedi: Company Secretary & Compliance Officer (Resigned with effect from 27^th December, 2023) D. Ms. Jyoti Sahu: Company Secretary & Compliance Officer (Appointed with effect from 27^th February, 2024)

17. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Act in relation to financial statements of the Company for the Financial Year ended on 31^st March, 2024, the Board of Directors states that:

(a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(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 as at 31^st March, 2024 and of the profit and loss of the Company for the Financial Year ended 31^st March, 2024;

(c) the Directors 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;

(d) the annual accounts / financial statements have been prepared on a ‘going concern basis;

(e) proper internal financial controls are in place and are adequate and operating effectively;

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

18. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Pursuant to provisions of Section 178(3) of the Act, the Company has adopted a Nomination & Remuneration Policy for the Directors, Key Managerial Personnel and other employees. The broad parameters covered under the Policy are -Company Philosophy, Guiding Principles, Nomination of Directors & KMPs, Remuneration of Directors and other Employees. The policy is based on the commitment of fostering a culture of leadership with trust.

Pursuant to provisions of Section 134(3) of the Act, the Nomination, Remuneration and Succession policy of the Company is available on the Companys website at https://kashyaptele-medicines.com/wp-content/uploads/2024/05/3.-Nomination-Remuneration-Succession-Policy.pdf. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Policy formulated by the Company.

19. COMMITTEES OF THE BOARD:

The Companys Board has the following three Committees as on 31^st March, 2024: I. Audit Committee; II. Stakeholders Relationship Committee; and III. Nomination & Remuneration Committee.

I. AUDIT COMMITTEE

The Company has constituted Audit Committee pursuant to provisions of Regulation 18 of the Listing Regulations and Section 177 of the Act. The Audit Committee has been given powers, role and terms of reference as envisaged under Regulation 18 of the Listing Regulations and Section 177 of the Act and besides that other terms as referred by the Board of Directors from time to time.

Five meetings of the Audit Committee were convened and held during the Financial Year 2023-2024 on 29^th May, 2023, 17^th June, 2023, 3^rd August, 2023, 6^th November, 2023, and 9^th February, 2024. The maximum gap between two Audit Committee meetings does not exceed one hundred and twenty days. The composition of the Committee as well as the particulars of attendance at the Committee meetings are given below:

Name of Members	Designation	Category	Attendance at the Audit Committee Meetings held on
			29th May, 2023	17th June, 2023	3rd August, 2023	6th November, 2023	9th February, 2024
Mr. Devkinandan Sharma	Chairperson	Independent Director	D	D	D	D	D
Mr. Mayank Khetan	Member	Independent Director	D	D	D	D	D
Mr. Raghav	Member	Non-Executive	D	D	D	D	D
Agrawal		Non-Independent Director
D Present
x Leave of Absence

TERMS OF REFERENCE OF AUDIT COMMITTEE:

a) Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b) Recommending the appointment, remuneration and terms of appointment of auditors of the Company;

c) Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

d) Reviewing, with the management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-Section 3 of Section 134 of the Act.

ii. Changes, if any, in accounting policies, practices and reasons for the same.

iii. Major accounting entries involving estimates based on the exercise of judgment by management.

iv. Significant adjustments made in the financial statements arising out of audit findings. v. Compliance with the Listing Regulations and other legal requirements relating to financial statements.

vi. Disclosure of any related party transactions. vii. Modified opinion(s) in the draft audit report.

e) Reviewing, with management, the quarterly financial statements before submission to the Board for approval;

f) 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 or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter;

g) Review and monitor the auditors independence and performance and effectiveness of audit process;

h) Approval or any subsequent modification of transactions of the Company with related parties;

i) Scrutiny of inter-corporate loans and investments;

j) Valuation of undertakings or assets of the Company, wherever it is necessary;

k) Evaluation of internal financial controls and risk management systems;

l) Reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of Internal Control Systems;

m) 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;

n) Discussion with Internal Auditors of any significant findings and follow up there on;

o) 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 the Board;

p) 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;

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

r) To review the functioning of the Whistle Blower Mechanism;

s) Approval of appointment of chief financial officer (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;

t) Reviewing the Management letters/ letters of Internal Control weaknesses issued by Statutory Auditor;

u) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

v) Review of Management discussion and analysis of financial condition and results of operations;

w) Review of Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

x) Review of Internal audit reports relating to internal control weaknesses;

y) Review of appointment, removal and terms of remuneration of the Chief Internal Auditor;

z) Reviewing the utilization of loans and / or advances from / investment by the holding Company in the subsidiary exceeding rupees 100 Crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments;

aa) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders, if any;

bb) Review of statement of deviations: i. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations;

ii. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7) of the Listing Regulations;

cc) Carrying out any other function as may be required in pursuance of the decision of the Board of Directors of the Company or any provision under the Act or Listing Regulations or any other applicable law.

II. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted Stakeholders Relationship Committee pursuant to provisions of Regulation 20 of the Listing Regulations and Section 178 of the Act. The Stakeholders Relationship Committee has been given powers, role and terms of reference as envisaged Regulation 20 of the Listing Regulations and Section 178 of the Act and besides that other terms as referred by the Board of Directors from time to time.

Two Meetings of the Stakeholders Relationship Committee were convened and held during the Financial Year 2023-2024 on 3^rd August, 2023 and 9^th February, 2024. The composition of the Committee as well as the particulars of attendance at the Committee meetings are given below:

Name of Members	Designation	Caterogy	Attendance at the Stakeholders Relationship Committee Meetings Held on
			3rd August,2023	9th February, 2024
Mr. Raghav Agrawal	Chairperson	Non-Executive
		Non-Independent Director	D	D
Mr. Amit Agrawal	Member	Managing Director	D	D
Mr. Mayank Khetan	Member	Independent Director	D	D
D Present
x Leave of Absence

TERMS OF REFERENCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is, inter alia, entrusted with the below roles and responsibilities:

a) To attend requests from the members for transfer / transmission of shares and all matters incidental or related thereto; investigate complaints relating to allotment of shares, approval of transfer or transmission of shares or any other securities and 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.;

b) To attend matters relating to dematerialization / re-materialization of shares / other securities and all matters incidental or related thereto;

c) To advise the Board on matters incidental or relating to issue of Bonus Shares & Rights Shares, etc.;

d) To attend issues of duplicate certificates and new certificates on split / consolidation / renewal;

e) To review measures taken for effective exercise of voting rights by shareholders;

f) To attend matters relating to compliance with the Listing Regulations and other statutory requirements concerning the interests of holders of shares and other securities;

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

h) Review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

i) Other allied matter(s) out of and incidental to these functions and not included herein above;

j) To carry out such other function as may be required pursuant to the decision of the Board of Directors of the Company and other provisions of the Act or Listing Regulations or any other applicable law.

III. NOMINATION AND REMUNERATION COMMITTEE AND POLICY THEREON

The Company has constituted Nomination and Remuneration Committee pursuant to provisions of Regulation 19 of the Listing Regulations and Section 178 of the Act. The Nomination and Remuneration Committee has been given powers, role and terms of reference as envisaged under Regulation 19 of the Listing Regulations and Section 178 of the Act and besides that other terms as referred by the Board of Directors from time to time.

Two Meetings of the Nomination and Remuneration Committee were convened and held during the Financial Year 2023-2024 on 17^th June, 2023 and 27^th February, 2024. The composition of the Committee as well as the particulars of attendance at the Committee meetings are given below:

Name of Members	Designation	Caterogy	Attendance at the Nomination and Remuneration Committee Meeting held on
			17th June, 2023	27th February, 2024
Mr. Devkinandan Sharma	Chairperson	Independent Director	D	D
Mr. Mayank Khetan	Member	Independent Director	D	D
Mr. Raghav Agrawal	Member	Non-Executive
		Non-Independent Director	D	D
D Present
x Leave of Absence

TERMS OF REFERENCE OF NOMINATION AND REMUNERATION COMMITTEE:

a. Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the

Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

• use the services of an external agencies, if required;

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

• consider the time commitments of the candidates.

c. Formulating of criteria for evaluation of performance of the independent directors and the Board;

d. Devising a policy on Board diversity;

e. Identifying persons who qualify to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal;

f. Determining 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;

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

h. Analyzing, monitoring and reviewing various human resource and compensation matters;

i. Determining the Company‘s policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors; and

j. To carry out any other function as may be required in pursuance of the decision of the Board of Directors of the Company or any provision under the Act or the Listing Regulations or any other applicable law.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS:

The evaluation process is designed to enhance the overall effectiveness of the Board of Directors and its Committees. During the year under review, the Committee carried out evaluation of performance of every Director, KMP and Senior Management Personnel.

POLICIES

The Board of Directors upon recommendation of Nomination and Remuneration Committee, has developed Nomination, Remuneration & Succession Policy, which inter alia, includes the following functions:

1. Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management.

2. Remuneration of the Directors, Key Managerial Personnel and other senior level employees.

Nomination, Remuneration & Succession Policy is placed on the Companys website at https://kashyaptele-medicines.com/wp-content/uploads/2024/06/Nomination-Remuneration-Succession-Policy.pdf

REMUNERATION OF DIRECTORS

Below are the details of remuneration to Directors of the Company for the Financial Year 2023-2024:

Name of Directors	Remuneration (Rs in Lakhs)
Mr. Amit Agrawal	Nil
Mr. Raghav Agrawal	1.20
Mrs. Amrita Khetan	Nil
Mr. Devkinandan Sharma	Nil
Ms. Surabhi Agrawal	Nil
Mr. Mayank Khetan	Nil
Mr. Ayushman Khemka*	Not Applicable

*Mr. Ayushman Khemka appointed as Non-Executive Non-Independent Director of the Company w.e.f. 19^th July, 2024.

During the year under review, there were no pecuniary relationships or transactions between the Company and any of its Non-Executive and Independent Directors other than those disclosed above. Further, the Company has not granted stock options to Non-Executive and Independent Directors.

Upon approval by the Board and the Shareholders at the general meeting, and subject to requisite regulatory approvals as may be necessary, executive and non-executive Directors have received remuneration determined through mutual agreement with the Company. Additionally, the remuneration paid to Directors, senior management and other employees is in accordance with their terms of appointment and the Companys Nomination Remuneration and Succession Policy.

20. REPORT ON RISK MANAGEMENT POLICY:

Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of the Listing Regulations, the Company has laid down a Risk Management Policy to identify threat of such events which if occur will adversely affect ability of Company to achieve objectives, ability to implement business strategies, the manner in which the Company operates and has reputation as "Risks". A detailed exercise is carried out to identify, evaluate, manage and monitoring all types of risks. Further, the Constitution of Risk Management Committee is not applicable to the Company.

21. EVALUATION OF THE BOARD AND ITS COMMITTEES:

The Board has carried out the annual performance evaluation of effectiveness of its performance, the directors individually as well as the evaluation of the working of its various committees pursuant to the provisions of Section 134(3)(p) and 178(2) of the Act and Regulation 19 & 34 read with Part D of Schedule II of the Listing Regulations. An indicative list of factors on which evaluation of the individual Directors, the Board and the Committees was carried out includes profile, experience, contribution of each Director to the growth of the Company, board structure and composition, dedication, knowledge, sharing of information with the Board, regular attendance, preparedness & participation, team work, decision making process, Board culture and dynamics, independence, governance, ethics and values, adherence to corporate governance norms, quality of relationship between the Board and Management, their roles, rights, responsibilities in the Company.

Further, pursuant to the provisions of Schedule IV of the Act, the Independent Directors in their separate meeting held on 9^th February, 2024 reviewed, the performance of the Non-Independent Directors and of the Board as a whole, performance of the Chairman of the Board taking into account the views of all the Directors and the quality, quantity and timeliness of flow of information between the Company management and the Board and its sufficiency for the Board to effectively perform its duties.

22. AUDITORS & AUDIT REPORT:

(a) Statutory Auditors:

Pursuant to the provisions of Sections 139, 141, 142 and all other applicable provisions of the Act read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and upon recommendations of the Audit Committee and Board of Directors of the Company, the Members of the Company at the 29^th AGM of the Company held on 3^rd August, 2024, had appointed M/s. Ravi Karia & Associates, (FRN: 157029W) Chartered Accountants, Ahmedabad, as the Statutory Auditors of the Company for a period of 2 (two) years from the conclusion of 29^th AGM till the conclusion of the 31^st AGM and to conduct the statutory audit from the Financial Year 2023-2024 to Financial Year 2024-2025.

The Report of the Statutory Auditors for the Financial Year ended on 31^st March, 2024 forms integral part of this Annual Report and does not contain any qualification, reservation or adverse remark and is self-explanatory and unmodified and thus does not require any further clarifications/ comments.

(b) Secretarial Auditors:

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in their meeting held on 29^th May, 2023 had appointed M/s. SPANJ & Associates, Practicing Company Secretaries, Ahmedabad as Secretarial Auditors of the Company for the Financial Year 2023-2024. The Secretarial Audit Report for the Financial Year 2023-2024 in Form MR-3 as furnished by the Auditor is annexed herewith as Annexure-B & forms an integral part of Boards Report and it does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications / comments.

Further, the Board of Directors in its board meeting held on 17^th May, 2024 has appointed M/s. SPANJ & Associates, Company Secretaries, Ahmedabad as the Secretarial Auditors of the Company for the Financial Year 2024-2025. Further the Company has received consent letter regarding such appointment in accordance with the applicable provisions of the Act and Rules framed thereunder.

(c) Internal Auditors:

Pursuant to Section 138 of the Act, the Board of Directors in their meeting held on 29^th May, 2023 had appointed M/s. Jagdish Verma & Co., Chartered Accountants, Ahmedabad (FRN: 103837W) as an Internal Auditors of the Company for the Financial Year 2023-2024. The Audit Committee and Board has reviewed the Internal Audit Report.

Further, the Board of Directors in their Meeting held on 17^th May, 2024 has appointed M/s. Jagdish Verma & Co., Chartered Accountants, Ahmedabad (FRN: 103837W) as an Internal Auditors of the Company for the Financial Year 2024-2025.

(d) Reporting of Frauds:

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 Act and Rules framed thereunder.

23. COST RECORDS AND COST AUDIT:

The provisions of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company and thus the Company is not required to maintain the Cost Records.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT 2013:

Pursuant to Section 186 of the Act, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the Managements Discussion and Analysis report of the Company which forms an integral part of this Report is annexed as Annexure-C.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188 OF THE COMPANIES ACT, 2013:

During the Financial Year 2023-2024, all contracts/arrangements/transactions entered into by the Company with related parties under Section 188(1) of the Act were in the ordinary course of business and at an arms length basis. The Company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the Company. Further, all transactions with related parties were periodically reviewed and approved by the Audit Committee.

Pursuant to Section 134(3)(h) of the Act, a statement showing contracts and arrangements with related parties under Section 188(1) of the Act in prescribed Form-AOC-2 is annexed to the this Report as Annexure-D.

The details of related party transactions are disclosed in Note No. 24 of the notes to the financial statement forming part of the Annual Report.

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

(A) Conservation of energy and Technology absorption

Pursuant to provisions of Section 134(3)(m) of the Act the particulars in respect of conservation of energy and technology absorption are not applicable to the Company considering the nature of activities undertaken by the Company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

28. DEPOSITS:

During the year under review the Company has not accepted any deposits from the public falling under the ambit of Section 73 of the Act and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

29. VIGIL MECHANISM:

In compliance with the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the Listing Regulations, the Company has a well-established V igil Mechanism/ Whistle Blower Policy for providing a formal mechanism for all employees of the Company to approach Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Companys Code of Conduct and Business Ethics. Under the Policy, each employee of the Company has an assured access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is displayed on the website of the Company at https://kashyaptele-medicines.com/investor-relations/vigil-mechanism/

30. CODE OF CONDUCT:

Pursuant to the provisions of Regulations 8 & 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading" (hereinafter known as "Codes of Conduct") for regulating, monitoring and reporting the trading by Designated Persons of the Company and their immediate relatives which exemplifies the spirit of good ethics and governance and is applicable to the Designated Personnels of the Company which includes Promoters, Promoter Group, KMPs, Directors, Senior Management and such other employees of the Company and others in fiduciary relationships and as may be approved by the Board of Directors, from time to time, based on the fact of having access to unpublished price sensitive information. The said Codes lays down guidelines advising the Designated Personnel on procedures to be followed and disclosures to be made while dealing with the securities of the Company.

Further the Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. A declaration in regard to compliance with the Code of Conduct for the Financial Year 2023-2024 has been received by the Company from the Managing Director.

The "Code of Fair Disclosure of Unpublished Price Sensitive Information" is placed on the website of the Company at https://kashyaptele-medicines.com/wp-content/uploads/2019/05/Code-of-fair-disclosure-of-UPSI.pdf

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Companys Internal Financial Control Systems commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the financial statements are adequate. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year under review, the Audit Committee, the Statutory Auditors and top management of the Company has ensured and reviewed the adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant Audit observations and corrective actions, if any, thereon were presented before the Board for their review.

32. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility are not applicable to the Company as the Company does not come under the ambit of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

33. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulations 15 and 34(3) read with Schedule V of the Listing Regulations, report on Corporate Governance is not applicable to the Company for the Financial Year 2023-2024 as the paid up equity share capital and net worth of the Company does not exceed Rs. 10 crores and Rs. 25 crores respectively as on the last day of previous Financial Year ended on 31^st March, 2023. Further the Company has intimated BSE regarding non applicability of Corporate Governance on quarterly basis.

34. LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 531960. The annual listing fee up to the Financial Year 2024-2025 has been paid to BSE Limited. Further, the Company regularly complies with the provisions of the Listing Regulations from time to time.

35. 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 were no significant / material orders passed by the regulators or courts or tribunals during the Financial Year 2023-2024, impacting the going concern status and Companys operations in future.

However, during the financial year 2022-2023, after persistent efforts of management and submission of relevant documents and necessary correspondences required by BSE Surveillance Team in the matter of revocation of suspension in trading of Equity Shares of the Company, the BSE Limited has approved the application for the revocation of suspension in trading of Equity Shares of the Company by issuance of Notice No. 20220812-12 on 12^th August, 2022. Accordingly, suspension in trading of equity shares of the Company was revoked w.e.f. Thursday, 18^th August, 2022.

Further during the Financial Year 2023-2024, the BSE Limited vide email dated 14^th September, 2024 imposed fine of Rs. 11,800/- (Rupees Eleven Thousand Eight Hundred Only) (including GST) on the Company for non-compliance of applicable provisions of regulation 29(2)/29(3) of the Listing Regulations. The Company clarified the matter to the BSE and further paid aforesaid fine.

The BSE Limited vide its email dated 22nd February, 2024 imposed fine of Rs. 1,08,560/- (Rupees One Lakh Eight Thousand Five Hundred Sixty Only) (including GST) concerning the non-compliance of applicable provisions of Regulation 6(1) of the Listing Regulations by the Company. In this regards, the Company has submitted the necessary clarifications to the BSE Limited that the Company is well in compliance with the said provisions and no such non-compliance has been incurred. Additionally, the Company has also filed the waiver application to BSE Limited for waiving the aforesaid fine and the approval of the same are under process.

36. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has maintained in place policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants, whilst dealing with issues related to sexual harassment at the work place. During the year, the Company has neither received any complaints nor has any pending complaints under the said Act.

37. COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company regularly complies with the provisions of the applicable Secretarial Standards issued by the ICSI.

38. NON APPLICABILITY OF GOODS AND SERVICE TAX (GST):

Your Company do not fall under the mandatory registration applicability criteria as per the guidelines on GST issued by Central Government to be read with all such amendments therein and thus do not have any GST number.

39. DETAILS OF SETTLEMENT DONE WITH BANKS OR FINANCIAL INSTITUTIONS:

During the year under review and prior periods, the Company has not taken any loan from banks or financial Institutions, accordingly there exist no such requirement of valuations and one time settlement, hence disclosure of details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reason thereof is not applicable to the Company.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, your Company has neither made any application nor any proceedings were initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the Financial Year ended on 31^st March, 2024

41. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the members for their cooperation and support to the Company and look forward for their continued support in future. The Directors also thank all the business associates, Statutory Authorities

& Stock Exchange for their continued support during the year. The Directors place on record their appreciation for the hard work put in by the employees of the Company.

	For and on behalf of	Board of Directors of
	Kashyap Tele-Medicines Limited
	Sd/-	Sd/-
	Raghav Agrawal	Amit Agrawal
Place : Ahmedabad	Director & CFO	Managing Director
Date : 18th July, 2024	DIN : 02264149	DIN : 00169061