Dear Members,
The Board of Directors of the Company (Board) hereby submits the board report for the financial year ended on March 31, 2026 (Board Report) on the business, operations and performance of Medistep Healthcare Limited (the Company) along with audited financial statements of the Company.
1. FINANCIAL PERFORMANANCE:
(In lakhs)
| Particulars | 31.03.2026 | 31.03.2025 |
| Revenue from operations | 7083.10 | 4965.48 |
| Total Revenue | 7085.36 | 4965.86 |
| Expenses | ||
| Finance costs | 24.85 | 3.03 |
| Depreciation and Amortization Expense | 2.69 | 3.32 |
| Total Expenses | 6285.83 | 4412.09 |
| Current Tax | 201.42 | 139.98 |
| Deferred Tax | (0.19) | (0.61) |
| Profit for the year | 598.30 | 414.40 |
| Earnings per share | ||
| Basic (In Rs.) | 4.68 | 4.01 |
| Diluted (In Rs.) | 4.68 | 4.01 |
2. (A) STATE OF COMPANY AFFAIRS/OVERVIEW: State of Company Affairs: -
The Company is engaged in the business of manufacturing and trading within the healthcare and pharmaceutical sectors. It has carved a niche in the industry through its commitment to quality, innovation, and customer well-being. The Companys core operations include the manufacturing of sanitary pads and energy powder, as well as the trading of a diverse portfolio of products comprising pharmaceutical formulations, nutraceutical products, intimate care products, and surgical supplies.
Review of Operations: -
The revenue from operations increased during current financial year 2025-2026. The revenue generated from operations amounted to INR 7083.10 Lakhs in F.Y. 2025-2026 as compared to F.Y. 2024-2025 in which revenue generated amounted to INR 4965.48 Lakhs. Profit for the year increased from INR 598.30 Lakhs in F.Y. 2024-2025 to 414.40 Lakhs in F.Y. 2025-2026. The management of the Company is putting their best efforts to improve the performance of the Company.
3. TRANSFER TO RESERVES
The Board of Directors has decided to transfer the entire amount of profit for the financial year 2025-26 to reserves.
4. DIVIDEND
During the period under review, the Board of Directors has not recommended any dividend.
Pursuant to provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018, the top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web link shall also be provided in their annual reports: Not applicable to the Company as Company not comply with the condition of top 1000 listed entities.
5. CHANGE IN NATURE OF BUSINESS, IF ANY
During the financial year under review there has been no change in the nature of business.
6. STATEMENT OF DEVIATION OR VARIATION
Durin the year, the Company changed its status from an unlisted public company to a Listed Company w.e.f 18th August 2025 and also, we are pleased to inform your companys equity shares were successfully listed at the National Stock Exchange of India Limited.
The provisions relating to statement of deviation or variation under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable to the Company for the financial year ended March 31, 2026.
7. BUY- BACK OF SHARES
During the financial year under review, the Company did not undertake any buyback of its shares.
8. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
During the financial year under review, there were no shares lying in the Demat Suspense Account or the Unclaimed Suspense Account.
9. EMPLOYEE STOCK OPTION SCHEME (ESOP)
The Company does not have any Employee Stock Option Scheme (ESOP) in place during the financial year under review.
10. HUMAN RESOURES
The Companys employees continue to be among one of its most valued stakeholders. We remain committed to attracting, developing, and retaining top talent. Our efforts are focused on fostering a collaborative, transparent, and participative organizational culture, while recognizing and rewarding merit and consistent high performance. We believe that empowering our people is critical to driving long-term success and organizational resilience.
The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure I.
11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), any dividend remaining unpaid or unclaimed for a period of seven years is required to be transferred to the Investor Education and Protection Fund (IEPF).
During the financial year under review, there was no unpaid or unclaimed dividend liable to be transferred to the IEPF by the Company.
12. CAPITAL STRUCTURE
i. Authorised Share Capital
The Authorised Share Capital of the Company as on Financial Year ended on March 31, 2026 is INR 15,00,00,000 (Indian rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares having face value of INR 10/- (Indian rupees Ten) each (Equity Shares).
ii. Issued, subscribed and paid-up share capital
The issued, subscribed and paid-up share capital of the Company as on financial year ended on March 31, 2026 is INR 14,20,95,460/- (Indian rupees Fourteen Crore Twenty Lakh Ninety-Five Thousand Four Hundred Sixty only), divided into 1,42,09,546 (One Crore Forty-Two Lakh Nine Thousand Five Hundred Forty-Six) Equity Shares of Face Value INR 10 (Indian Rupees Ten each).
iii. Equity shares with differential rights and sweat equity shares
During the financial year under review, the Company has neither issued sweat equity shares nor issued equity shares with differential rights as to dividend, voting or otherwise.
iv. Listing on stock exchanges
The Equity Shares are listed on The National Stock Exchange of India Limited (NSE).
13. DETAILS OF DEMATERIALISATION OF EQUITY SHARES
All the equity shares of the Company are held in the dematerialized form. The ISIN allocated to the Company is INE0UOY01019. To provide service to the Shareholders, the Company has appointed Cameo Corporate Services Limited having office at Subramanian Building No. 1, Club House Road, Chennai, Tamil Nadu, India, 600002 as Registrar and Share Transfer Agent (RTA) of the Company.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The details of the contracts or arrangements made with related parties were in the compliance with the applicable provisions of the Act. The Company has formulated a policy on dealing with related party transactions, which is available at https://www.medistephc.com/Policies.html. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related Parties.
Hence, the details of the contracts or arrangements made with related parties as defined under section 188 of the Companies Act 2013 during the financial year are detailed under Annexure II.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereto, forms part of this Annual Report and is annexed herewith as Annexure III.
16. CORPORATE GOVERNANCE
Corporate Governance is not applicable to the Company, Pursuant to Regulation 15(2) a listed entity who has listed its securities on SME Board.
17. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility (CSR) Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as the criteria prescribed under the said provisions are not met during the financial year.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
On 14th August 2025, the equity shares of your company got listed on National Stock Exchange of India Limited, post successful Initial Public Offering of 37,44,000 equity shares having face value of rupees 10 each at an offer price of Rs. 43/- per Equity Shares (including Securities Premium of Rs. 33/- per equity shares aggregating to 16,09,92,000 including offer for sale of 1,04,65,546 equity shares by certain existing equity shareholders of the Company.
st
There are no other material changes and commitments affecting the financial position of the company that has occurred since the end of the financial year ended 31 March 2026 and date of signing of this Report.
19. RISK MANAGEMENT POLICY
The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there are timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.
The Company has developed a Risk Management Policy which deals with major elements of risks that may threaten existence of the company and suitable steps to mitigate the same.
The Risk management policy is available o n the website of the company at https://www.medistephc.com/Policies.html.
20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism. The Policy provides for a channel to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of companies policies.
The Whistle Blower Policy o f the Company is available at the following link: https://www.medistephc.com/.
21. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment. For this purpose, the Board of Directors has adopted a policy on Prevention of Sexual Harassment in line with the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. Further, during the financial year ended March 31, 2026, the Company has not received any complaints pertaining to sexual harassment at the workplace under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
The Loans, Guarantees and Investment made during the financial year was in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and the same has been discussed in the audited financials enclosed.
23. UNSECURED LOAN FROM DIRECTORS
Details of unsecured loan received from the directors of the Company is disclosed in the audited financials enclosed.
24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.
During the financial year under review, no significant or material orders were passed by any regulators, courts, or tribunals that would impact the going concern status of the Company or its future operations.
25. CREDIT RATING
During the year under review, the requirement for obtaining a credit rating for the Companys securities was not applicable. Accordingly, no credit rating was undertaken during the financial year.
26. PUBLIC DEPOSITS
The Company has not accepted any deposits falling within the meaning of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year under review. Accordingly, no amount of principal or interest on public deposits was outstanding as on 31st March, 2026.
27. SUBSIDIARY(IES) AND ASSOCIATE COMPANY(IES)
As on 31st March, 2026, the Company has no subsidiaries and does not have any associate companies or joint venture entities.
28. DIRECTORS
During the year under review, the Board of the Company was duly constituted. None of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.
29. REVISION OF FINANCIAL STATEMENT, IF ANY:
There was no revision in the financial statements of the Company.
30. DIRECTORS & KEY MANAGERIAL PERSONNEL: (i) Board of Directors
As on date of this report, the composition of the Board and Key Managerial Personnel is as below:
| DIN No / PAN | Name of Director | Designation | Date of Appointment | Date of Resignation |
| 09513249 | Girdhari Lal Prajapat | Managing Director | 05/06/2023 | NA |
| 09513250 | Vipul Gobarbhai Dabhi | Executive Director | 05/06/2023 | NA |
| 10190667 | Hetalben Girdharilal Prajapati | Non-Executive Director | 05/06/2023 | NA |
| 10425157 | Kapilbhai Raysinhbhai Dodiya | Independent Director | 15/02/2024 | NA |
| 10425093 | Anandbhai Jitendrabhai Khoda | Independent Director | 15/02/2024 | NA |
During the Financial Year under review, In accordance with the provisions of Section 152 of the Act and articles of association of the Company, Hetalben Girdharilal Prajapati (DIN: 10190667) is liable to retire by rotation at the ensuing AGM and being eligible, offers herself for reappointment.
The Board recommends the re-appointment of Hetalben Girdharilal Prajapati (DIN: 10190667) for shareholders approval at the ensuing 03rd AGM.
Key Managerial Personnel
Ms. Sashi Kala Bhutra is the Company Secretary and Compliance Officer of the Company with effect from July 10, 2025.
Ms. Jagdish Prajapati is CFO of the Company with effect from February 28, 2024.
Declaration from Independent Directors
As on financial year ended on March 31, 2026, independent directors have confirmed that:
they meet the criteria of independence laid down under the Act
they have complied with the code for independent directors prescribed under Schedule IV to the Act; they have registered themselves with the independent directors databank maintained by the Indian Institute of Corporate Affairs; they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence; they have not been associated with any material supplier, service provider, or customer of the Company; they have not been partner, proprietor, or employee of the Companys statutory audit firm during the preceding financial year; they have not been affiliated with any legal or consulting firm that has or had business transactions with the Company, its subsidiaries, or associate companies, amounting to 10% or more of the gross turnover of such firm; and apart from receiving directors remuneration (including sitting fees), there have not been any material pecuniary relationship or transactions with the Company, its subsidiaries or associate companies, or their directors, during the three immediately preceding financial years or during the current financial year exceeding the limits specified under the Act and SEBI Listing Regulations.
Further, the Company confirms that neither the independent director nor their relative as defined under the Act, were employed, in an executive capacity by the Company, its subsidiaries, or associate companies during the preceding financial year.
Accordingly, based on the declarations received from all independent directors, the Board has confirmed that, in their opinion, independent directors of the Company are persons of integrity, possess relevant expertise and experience and fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.
Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters
The Nomination and Remuneration Policy (NRC Policy) has been developed in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. It establishes a structured framework for the nomination, evaluation, and remuneration of the Companys directors and senior management personnel of the Company. The core objective of the NRC Policy is to attract, retain, and reward most qualified and skilled talent capable of driving long-term growth and success of the Company. During the financial year under review, there were no changes made to the NRC Policy. The NRC Policy can be accessed at Companys website https://www.medistephc.com/.
31. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year under review, 12 (Twelve) meetings of the Board of Directors were held. The dates on which the said meetings were held on below mentioned dates:
| Sr. No | Date & Day |
| 1 | May 01,2025 (Thursday) |
| 2 | May 31,2025 (Saturday) |
| 3 | June 30, 2025 (Monday) |
| 4 | July 10, 2025 (Thursday) |
| 5 | July 15, 2025 (Tuesday) |
| 6 | August 04,2025 (Monday) |
| 7 | August 13, 2025 (Wednesday) |
| 8 | September 08,2025 (Monday) |
| 9 | October 07, 2025 (Monday) |
| 10 | November 11, 2025 (Tuesday) |
| 11 | November 13,2025 (Thursday) |
| 12 | February 20, 2026 (Friday) |
The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.
| S. No. | Name of Director | Designation | No. of Meeting eligible attend | Board No. of Meetings to attended | No. of Meeting in which absent |
| 1 | Girdhari Lal Prajapat | Managing Director | 12 | 12 | - |
| 2 | Vipul Gobarbhai Dabhi | Executive Director | 12 | 12 | - |
| 3 | Hetalben Girdharilal Prajapati | Non- Executive Director | 12 | 12 | - |
| 4 | Kapilbhai Raysinhbhai Dodiya | Independent Director | 12 | 12 | - |
| 5 | Anandbhai Jitendrabhai Khoda | Independent Director | 12 | 12 | - |
32. SEPARATE MEETING OF INDEPENDENT DIRECTORS.
Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Friday, May 30, 2025 at the Registered Office of the Company.
33. CONTROL SYSTEMS AND THEIR ADEQUACY: -
According to Section 134(5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly.
The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR): -
Corporate Social Responsibility (CSR) is a significant and foremost attitude of responsibility towards society. The Company believes in actively contributing to the social, economic and environmental development of the community in which it operates, ensuring participation from the community and thereby create value for the nature and its inhabitants through sustainable means.
While the Company does not meet the criteria set out for constitution of CSR Committee and contribution based on the statutory norms required under section 135 of the Act as on 31st March 2026, the Company has always been committed to building a sustainable ecosystem and is placing concerted efforts to operate in ways that enhance society and the environment.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO: -
A. Conservation of energy:
Though energy does not form a significant portion of the cost of the company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost.
B. Technology absorption:
The company does not have a separate in-house research and development center and is relying on the outside agencies for technology absorption, adoption and innovation.
C. Foreign exchange earnings and Outgo:
During the year, there were no foreign currency earnings or outgo.
36. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY: -
The Company has duly complied with the definition of Independence in according to the provisions of Section 149(6) of the Companies Act, 2013 read with Schedule IV- Code of Independent Directors to the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Director/s, have submitted a declaration that he/she meets the criteria of independence and submit the declaration regarding the status of holding other directorships and memberships as provided under law. The Independent Directors have also confirmed that they have complied with the Companys code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.
Opinion of the Board with regard to integrity, expertise and experience of the independent directors appointed during the year.
The Directors are satisfied with the performance of all the independent directors appointed during the year and are of the opinion that all the independent directors are persons of integrity and possess relevant experience and expertise.
37. BOARD EVALUATION: -
Pursuant to the provisions of the Companies Act, 2013 and applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its committees, and of individual Directors. The evaluation process was conducted through a structured questionnaire covering various aspects such as board composition, diversity, strategy, risk management, and the effectiveness of meetings. Feedback was also sought from the Directors for the improvement of the overall functioning of the Board. The outcome of the evaluation reflected the overall engagement and effectiveness of the Board and its Committees in discharging their responsibilities.
38. COMMITTEES OF THE BOARD AND OTHER COMMITTEES: -
Currently, the Board has following committees: -
Audit Committee;
Nomination & Remuneration Committee Stakeholders Relationship Committee
Audit Committees:
As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee reviews the adequacy and effectiveness of internal audit function and control systems, and such other items as may be prescribed by applicable laws or by the Board from time to time. As on date the Audit Committee comprises of:
| S. No. | Name | Designation in the Committee | Nature of Directorship |
| 1. | Mr. Anandbhai Jitendrabhai Khoda | Chairman | Non-Executive Independent Director |
| 2. | Mr. Kapilbhai Raysinhbhai Dodiya | Member | Non-Executive Independent Director |
| 3. | Mr. Vipul Gobarbhai Dabhi | Member | Executive Director |
During the Year under review the meeting of Audit Committee was held on July 15, 2025,
September 08, 2025, November 11, 2025 and February 20, 2026. All the members of Audit Committee were present in the Committee
During the year, all recommendations of the audit committee were approved by the Board of Directors.
Nomination & Remuneration Committee:
As per the provisions of Section 178 of the Companies Act, 2013 (the Act) and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Nomination and Remuneration Committee has been constituted by the Board of Directors in its meeting on July 05, 2024.
It shall review, acts on and reports to the Board with respect to various governance, nomination, compensation and performance evaluation matters. The Committee works with full autonomy and is free of any managerial interference. As on date the Nomination and Remuneration Committee comprises of:
The details of the composition of the Committee are set out in the following table:
| S. No. | Name | Designation in the Committee | Nature of Directorship |
| 1. | Kapilbhai Raysinhbhai Dodiya | Chairperson | Non-Executive Independent Director |
| 2. | Anandbhai Jitendrabhai Khoda | Member | Non-Executive Independent Director |
| 3. | Hetalben Girdharilal Prajapati | Member | Non-Executive Director |
During the Financial Year under review 02 (Two) meeting of the Nomination and Remuneration Committee held on July 10, 2025 and September 08, 2025. All the members of the Committee, attended the meeting.
The Stakeholder Relationship Committee:
As per the provisions of Section 178 of the Companies Act, 2013 (the Act) and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Stakeholder Relationship Committee has been constituted.
This Committee is responsible for redressing the grievances of shareholders, investors or other security holders including complaints related to transfer or transmission of shares, non-receipt of dividends, annual reports and such other grievances as may be raised by the security holders from time to time. As on date the Stakeholder Relationship Committee comprises of:
| S. No. | Name of the Members | Designation in the Committee | Nature of Directorship |
| 1. | Kapilbhai Raysinhbhai Dodiya | Chairperson | Non-Executive Independent Director |
| 2. | Girdhari Lal Prajapat | Member | Managing Director |
| 3. | Vipul Gobarbhai Dabhi | Member | Executive Director |
During the Financial Year under review 01 (One) meeting of the Stakeholders Relationship Committee held on March 27, 2026. All the members of the Committee, attended the meeting
39. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS: -
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at https://www.medistephc.com/
40. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.
41. DOWNSTREAM INVESTMENT
During the financial year under review, the Company has not made any downstream investment as defined under the Foreign Exchange Management Rules, 2019 (FEMA) Accordingly, the provisions relating to downstream investment and associated compliance requirements are not applicable to the Company for the reporting period.
42. REPORTING OF FRAUD: -
During the Financial Year 2025-2026, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.
43. DIRECTORS RESPONSIBILITY STATEMENT: -
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:
a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c. The directors had 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 had prepared the annual accounts on a going concern basis; and
e. 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
44. AUDITORS & AUDITORS REPORT: -
Statutory Auditors
M/s Mukesh Mishra & Co., Chartered Accountants (FRN: 016868C) were appointed as the Statutory Auditor of the Company w.e.f. from September 30, 2025 for a period of five years from Financial Year 2025-2026 to Financial Year 2029-2030.
Cost Auditor
Maintenance of cost records and the requirement of Cost Audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.
The Statutory Auditors have given unmodified opinion on the audited financial statements of the company for financial year ended March 31, 2026, which forms a part of the Annual Report. The Statutory Auditors of the Company have not reported any fraud in terms of the second proviso to section 143(12) of the Companies Act, 2013
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with corresponding rules made thereunder, as amended from time to time, M/s Vaibhav Sharma & Associates Practicing Company Secretaries, were appointed as Secretarial Auditors to Conduct Secretarial Audit for the financial year ended March 31, 2026.
The Secretarial Audit Report as submitted by Secretarial Auditor in Form MR-3 is annexed to this report as Annexure-IV.
There are no observations including any qualification, reservation, adverse remarks, or disclaimer in the Secretarial Audit Report that call for any explanation from the Directors.
Internal Auditor
During financial year 2025-2026 the Company has appointed M/s Rakesh M & Associates to conduct Internal Audit for Financial Year 2025-2026.
45. SECRETARIAL STANDARDS: -
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
46. ANNUAL RETURN: -
As required pursuant to Section 92(3) and 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on Companys Website at https://www.medistephc.com/.
47. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS: -
The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companys website https://www.medistephc.com/.
48. CODE OF CONDUCT: -
Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.
All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.
49. PREVENTION OF INSIDER TRADING
In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the Code of Conduct for prohibition of Insider Trading. The object of the Insider Trading Code is to set framework, rules and procedures which all concerned should follow, both in letter and spirit, while trading in the securities of the Company. The Insider Trading Code is available at: https://www.medistephc.com/
50. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016
During the FY 2025-2026, no proceeding has been initiated under Insolvency and Bankruptcy Code for default in payment of debt. Further, the Company has also not initiated any proceedings against the defaulting entities.
51. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the period under review, there has been no one time settlement accordingly no valuation was done for this purpose.
52. ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.
| Date: 24.08.2026 | For & on behalf of the Board | |
| Place: Ahmedabad | Medistep Healthcare Limited | |
| Sd/- | Sd/- | |
| Girdhari Lal Prajapat | Vipul Gobarbhai Dabhi | |
| Managing Director | Director | |
| DIN: 09513249 | DIN: 09513250 |
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