We have audited the financial statements of KMS MEDISURGI LIMITED ("the Company"), which
comprise the balance sheet as at 31 March, 2024, the statement of profit and loss, statement of cash
flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us,
except for the possible effects of the matters described in the "basis of qualified opinion" section of
our report, the aforesaid financial statements give the information required by the Companies Act,
2013 in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2024,
and its profit, and its cash flows for the year ended on that date.

Basis for Qualified Opinion

The company has provided for Post-Employment Benefits and other long term employee benefits
under Defined Benefit Plans on accrual basis on the basis of group gratuity report provided by LIC.
This method of accounting of Post-Employment Benefits and other long term employee benefits
under Defined Benefit Plans constitutes a departure from AS - 15 on Employee Benefits. As there is
no actuarial report or basis of calculation available with the management of such Post-Employment
Benefits and other long term employee benefits, the quantum of deviation cannot be ascertained.

As described in notes 13 to the accounts, the Company has commenced maintaining certain stock
records for material items from mid of the year under report. The Company is in process of
reconciling these stock records with books of accounts. The closing stock as on year end has been
physically verified and valued by the management and accordingly accounted in the books of
accounts. Shortage and excess, if any, compared to the book stock will be accounted in the year in
which discrepancies are identified. Accordingly, we are unable to comment on the movement of
stock and value of closing stock of Rs. 208.94 (in 'lacs) as on year end.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the Companies Act, 2013 and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our qualified opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters except for the matters
described in "Basis for Qualified Opinion" section. We have determined that there are no other key
audit matters to communicate in our report.

Other Information

The Company's Board of Directors is responsible for the other information. The other information
comprises the information included in the board report as per section 134 of the act, but does not
include the financial statements and our auditor's report thereon. The other information is expected
to be made available to us after the date of this auditor's report

Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.

Responsibilities of Management and those Charged with Governance for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that
give a true and fair view of the financial position, financial performance, and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the
financial statement that give a true and fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors is also responsible for overseeing the Company's financial reporting
process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system over financial reporting in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company's ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions
may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2020 ('the Order'), issued by the
Central Government of India, in terms of sub-section (11) of section 143 of the Act, we give in
the Annexure 'A' a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

2) As required by Section 143(3) of the Act, we report that:

a) We have sought and except for the matter described in the Basis for Qualified paragraph
above, obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit;

b) Except for the effects/possible effects of the matters described in the Basis for Qualified
Opinion paragraph above, in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of those books;

c) Except for the effects/possible effects of the matters described in the Basis for Qualified
Opinion paragraph above, The Balance Sheet, the Statement of Profit and Loss and the
Cash Flow Statement dealt with by this Report are in agreement with the books of account

d) Except for the effects/possible effects of the matters described in the Basis for Qualified
Opinion paragraph above, in our opinion, the aforesaid financial statements comply with
the Accounting Standards specified under Section 133 of the Act, and rules made
thereunder, as applicable.

e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion,
may not have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors as on 31 March,
2024 taken on record by the Board of Directors, none of the directors is disqualified as on
31 March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

g) The qualifications relating to the maintenance of accounts and other matters connected
therewith are as stated in the Basis for Qualified Opinion paragraph above.

h) With respect to the adequacy of the internal financial controls with reference to the
financial statements of the Company and the operating effectiveness of such controls,
refer to our separate Report in "Annexure B". Our report expresses a modified opinion on
the adequacy and operating effectiveness of the Company's internal financial controls with
reference to the financial statements.

i) In our opinion and according to the information and explanation provided to us, the
remuneration paid by the Company to its directors during the year is in accordance with
the provisions of section 197 of the Act. The remuneration paid to any director is not in
excess of the limit laid down under section 197 of the Act.

j) With respect to the other matters to be included in the Auditor's Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our
opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial
position.

ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.

iii. Though the dividend payment was delayed beyond 30 days, it was transferred to the
beneficiaries account and hence as explained to us, no amount is payable to Investor's
Education Fund.

iv. a) The management has represented that to the best of its knowledge and belief,
other than as those disclosed in the notes to the accounts, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other person(s) or
entity(ies), including foreign entities ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) The management has represented that to the best of its knowledge and belief,
other than as those disclosed in the notes to the accounts, no funds have been
received by the Company from any person(s) or entity(ies), including foreign entities
("Funding Parties"), other than as disclosed in the notes to the accounts, with the
understanding, whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Funding Party ("Ultimate

Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

c) Based on our audit procedures that we have considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe
that the representations under sub-clause (a) and (b) contain any material mis¬
statement.

v. During the year, the proposed dividend for FY 2022-23 of Rs. 0.05 per share was
declared; the sum whereof transferred to a separate designated account after 5 days
and it was paid to registered shareholders of the company belatedly i.e. after expiry of
30 days which is not within timelines prescribed under section 123 of the Companies
Act, 2013

vi. Based on our examination, which included test checks, the company has used an
accounting software for maintaining its books of account for the financial year ended
31March 2024, which has a feature of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit we did not come across any instance of audit trail
feature being tampered with.

As per the provisions to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable
from 1 April 2023, reporting under Rule11(g) of the companies (Audit and Auditors)
Rules, 2014 on preservation of audit trail as per the statutory requirements for record
retention is not applicable for the financial year ended 31 March 2024.

For H H Dedhia & Associates

Chartered Accountants
(FRN - 148213W)

Sd/-

Harsh H. Dedhia

Proprietor
(M No: 141494)

UDIN: 24141494BKEOFO2422

Mumbai, 30^th May 2024