<dhhead>BOARDS REPORT </dhhead>
To,
The Members,
QMS Medical Allied Services Limited
Your directors are pleased to present the 9th Annual Report of QMS Medical Allied Services Limited ("the Company") together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2026.
The Annual Report provides a comprehensive review of the Companys business operations, financial performance, and ke developments during the year under review. The accompanying audited financial statements present a true and fair view of th< Companys financial position and performance for the financial year ended March 31, 2026, in accordance with the applicabls provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS). The Directors believe that this repor offers the shareholders a comprehensive understanding of the Companys operational and financial performance, significan achievements, corporate governance practices, and future outlook.
Financial Summary / Performance
The Standalone and Consolidated Audited Financial Statements of your Company for the financial year ended March 31, 2026 have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 o the Companies Act, 2013 read with the relevant rules framed thereunder, the requirements of Regulation 33 of the Securitie: and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and other applicable provisions of the Companies Act, 2013 ("the Act").
The key highlights of the Companys standalone and consolidated financial performance for the financial year ended March 31, 2026, are summarized below:
Standalone
Particulars (Rs. in Lakhs) |
2025-26 |
2024-25 |
Total Revenue (Revenue from operations + Other income) |
15,265.20 |
14,532.32 |
Profit before Depreciation, Exceptional items & Tax |
1,296.19 |
1,782.00 |
Depreciation for the year |
350.97 |
339.83 |
Profit before exceptional items & tax |
945.22 |
1,442.17 |
Exceptional items |
- |
- |
Profit before tax |
945.22 |
1,442.17 |
Tax expense for the year (incl. deferred tax) |
276.14 |
400.10 |
Net Profit for the year |
669.08 |
1,042.06 |
Basic & Diluted EPS (Rs.) |
3.56 |
5.73 |
Consolidated
The Company has one subsidiary, Saarathi Healthcare Private Limited, as more particularly described at paragraph 6 below. A summary of the consolidated financial highlights is given below:
Particulars (Rs. in Lakhs) |
2025-26 |
2024-25 |
Total Revenue (Revenue from operations + Other income) |
17,392.96 |
15,772.99 |
Profit before Depreciation, Exceptional items & Tax |
2,037.92 |
2,248.75 |
Depreciation for the year |
393.93 |
382.54 |
Profit before tax |
1,643.99 |
1,866.21 |
Tax expense for the year (balancing figure - see note) |
452.31 |
496.37 |
Net Profit for the year |
1,191.68 |
1,369.84 |
- attributable to owners of the Company |
1,013.21 |
1,209.23 |
- attributable to non-controlling interest |
178.47 |
160.61 |
Basic & Diluted EPS (Rs.) |
5.40 |
6.65 |
The key aspects of the Companys performance during the financial year 2025-26 are as follows:
1. Standalone Performance
•For the financial year ended 2025-26, the companys standalone revenue from operations reached Rs. 15,229.73 Lakkhs. This represents an increase of 5.13 % compared to the revenue of Rs. 14,486.74 Lakhs recorded in the previous financial year, 2024-25.
•The Companys standalone EBITDA decreased to Rs. 2,085.22 Lakhs during the FY 2025-26 from Rs. 2,377.53 lakh in FY 2024-25, reflecting a decline of 12.30 %.
• The standalone Profit After Tax (PAT) stood at Rs.669.08 Lakhs for FY 2025-26 as against Rs.1,042.06 Lakhs in FY 2024-25, representing a year-on-year decline of 35.79%.
The Board of Directors, at its meeting held on May 30, 2026, has recommended a final dividend of Re. 0.50/- (i.e.
5%) per equity share of face value Rs. 10/- each for the financial year 2025-26, subject to the approval of Members at the ensuing Annual General Meeting.
The provisions relating to the mandatory formulation and disclosure of a Dividend Distribution Policy under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. However, as a good corporate governance practice, the Company has voluntarily formulated and adopted a Dividend Distribution Policy. The declaration and payment of dividend, if any, is considered and recommended by the Board of Directors in accordance with the said Policy, subject to the applicable provisions of the Companies Act, 2013 and the approval of the Members of the Company, wherever required.
The said Policy is available on the website of the Company under the ‘Investors’ section at https://qmsmas.com/investor/.
The Company has not proposed to transfer any specific amount to the General Reserve for FY2025-26.
Particulars |
As at 31-Mar-2026 |
As at 31-Mar-2025 |
Authorised Share Capital |
Rs. 23,00,00,000 (2,30,00,000 equity shares of Rs. 10 each) |
Rs. 23,00,00,000 (2,30,00,000 equity shares of Rs. 10 each) |
Issued, Subscribed & Paid-up Capital |
Rs. 19,33,74,430 (1,93,37,443 equity shares of Rs. 10 each) |
Rs. 17,85,00,000 (1,78,50,000 equity shares of Rs. 10 each) |
During the year, the Company issued 14,87,500 equity shares of face value Rs.10 each on a Rights basis at an issue price of Rs.81 per share, pursuant to the approval granted by the Board of Directors on August 25, 2025, for an issue size not exceeding ^12,50,00,000. The Rights Issue was offered to eligible shareholders in the ratio of 1 Rights Equity Share for every 12 equity shares held as on the Record Date, i.e., September 4, 2025.
Subsequently, the Company allotted 14,87,443 fully paid-up equity shares pursuant to the Rights Issue vide a Board Resolution dated September 23, 2025.
The Company had raised an aggregate amount of Rs.1,204.83 Lakhs through the issue of securities. The proceeds raised have been utilised towards the objects stated in the offer documents. The details of utilisation of the funds are set out below:
Sr. No. Particulars |
Amount Utilised (Rs. in Lakhs) |
1 Acquisition of an additional 25% stake in the Subsidiary Company, resulting in an increase in the Company’s shareholding to 76% |
1,000.00 |
2 Offer-related expenses |
170.00 |
3 General Corporate Purposes |
34.83 |
Total |
1,204.83 |
The Company has utilised the proceeds in accordance with the objects of the issue. The acquisition of the additional stake in the Subsidiary Company has strengthened the Company’s strategic position and increased its ownership interest to 76%, thereby providing greater control and participation in the Subsidiary’s operations and future growth opportunities.
The balance amount has been utilised towards meeting offer-related expenses and general corporate purposes in line with the stated objectives of the issue.
Apart from the aforesaid Rights Issue, the Company has not undertaken any other issue of securities during the year. Except Rights Issue the Company did not do any further sought of Issue.
Any issue of securities made during the year are as follows:
• Issue of shares or other convertible securities - Rights issue as mentioned above
• Issue of equity shares with differential rights - Nil
• Issue of Sweat Equity Shares - Nil
• Details of Employee Stock Options - Nil
• Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees - Nil
• Issue of debentures, bonds or any non-convertible securities- Nil
• Issue of warrants - Nil
• Issue of Bonus Shares - Nil
Demat Suspense Account/Unclaimed Suspense Account
As at March 31, 2026, there were no outstanding Equity Shares lying in the Demat Suspense Account / Unclaimed Suspense Account of the Company. Accordingly, the disclosure requirements relating to the Demat Suspense Account / Unclaimed Suspense Account are not applicable to the Company.
5. Consolidated Financial Statements
In accordance with Section 129(3) of the Companies Act, 2013 and applicable Accounting Standards, the Company has prepared Consolidated Financial Statements incorporating the results of its subsidiary. A statement in Form AOC- 1 is annexed as Annexure A.
6. Subsidiaries, Associates and Joint Ventures
The Company has acquired 51% stake in Saarathi Healthcare Private Limited on July 2024 and an additional 25% equity stake in Saarathi Healthcare Private Limited was acquired on October 28, 2025 which resulted to an aggregate shareholding of 76%. The Company has no associate companies or joint ventures.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statements of the Company, the Consolidated Financial Statements, together with the relevant documents, and the separate audited financial statements of the subsidiary companies are available on the website of the Company. The financial statements of the subsidiary companies shall also be kept open for inspection at the Registered Office of the Company, in accordance with the applicable provisions of the Companies Act, 2013.
Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013, the rules framed thereunder and Regulation 33 of the Listing Regulations, the Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.
Further, pursuant to the provisions of Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the details of the performance and financial position of the subsidiary companies are covered in the Audited Financial Statements, which form part of the Annual Report.
During the year, there was no change in Registered Office of the Company.
During the year under review, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.
Significant and Material Orders
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.
Material Changes and Commitment
Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, there have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year, i.e., March 31, 2026, and the date of this Report except the following:
With effect from 18th June, 2026, the Companys 1,93,37,443 equity shares migrated to the Mainboard of the National Stock Exchange of India Limited (NSE) under symbol QMSMEDI, pursuant to NSEs approval dated 16th June, 2026.
During the financial year under review, the Company made an application for Migration of its Equity Shares from the NSE EMERGE Platform (SME Platform) to the Main Board of the National Stock Exchange of India Limited (NSE) on March 25, 2026. The equity shares of the Company commenced trading on the Main Boards of both the Stock Exchanges with effect from June 18, 2026.
7. Directors and Key Managerial Personnel
As on March 31, 2026, the Board of Directors of your Company was duly constituted with an appropriate balance of Executive Directors, Non-Executive Directors and Independent Directors. The Board has identified the requisite skills, expertise and competencies of its Directors in the context of the Companys business for its effective functioning.
The details relating to the composition of the Board and its Committees, tenure of Directors, and the key skills, expertise and core competencies of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.
None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.
As on the date of this report, the Board comprised the following Directors:
Sr. Name |
DIN |
Designation |
1 Mr. Mahesh Pahalraj Makhija |
02700606 |
Chairman & Managing Director, Promoter |
2 Mrs. Sarita Vijay Mahajan |
10841279 |
Non-Executive Independent Woman Director |
3 Mr. Prajwal Jayasheela Poojari |
07480513 |
Non-Executive Independent Director |
4 Mr. Niken Ravin Shah |
07604022 |
Non-Executive Independent Director |
5 Mr. Deena Nath Pathak |
02104727 |
Non-Executive Director |
6 *Mr. Pranav Manhar Badheka |
06460764 |
Non-Executive Independent Director |
* Mr. Pranav Manhar Badheka is appointed as an Additional Non Executive Independent Director with effect from September 03, 2026 till the ensuing Annual General Meeting of the Company.
Re-appointment of Director retiring by rotation
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Mahesh Pahalraj Makhija (DIN: 02700606), Managing Director, retires by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible, has offered himself for re-appointment.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends the re-appointment of Mr. Mahesh Pahalraj Makhija as a Managing Director, liable to retire by rotation, for the approval of the Members at the ensuing AGM.
The requisite disclosures pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard on General Meetings (SS-2) and other applicable provisions are provided in the Notice convening the 9th Annual General Meeting of the Company.
Except for the above, there was no change in the composition of the Board of Directors or the Key Managerial Personnel of the Company during the financial year ended March 31, 2026.
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.
Declaration by the Independent Directors
The Company has received declarations from all the Independent Directors confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("the Act") and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Independent Directors have also confirmed compliance with the provisions of Schedule IV to the Act and the Companys Code of Conduct.
The Independent Directors have further confirmed that they are not aware of any circumstances or situations that exist or may reasonably be anticipated to impair or impact their ability to discharge their duties with an objective and independent judgment or without any external influence.
In accordance with Section 149(7) of the Act, the requisite declarations have been received from all the Independent Directors. Further, all the Independent Directors of the Company have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs ("IICA").
Based on the declarations received and after carrying out the prescribed assessment, the Board is of the opinion that all the Independent Directors possess the requisite integrity, qualifications, experience, expertise and proficiency and fulfil the conditions specified under the Act and the Listing Regulations. The Board further confirms that the Independent Directors are independent of the Management and continue to discharge their duties and responsibilities effectively.
A separate meeting of Independent Directors was held on March 25, 2026 to review the performance of NonIndependent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.
Composition of Key Managerial Personnel (KMP)
During the year under review, there was no change in the Key Managerial Personnel of your Company.
As on the date of this report, the following are KMPs of your Company as per Sections 2(51) and 203 of the Act:
• Mr. Mahesh Pahalraj Makhija - Chairman cum Managing Director of the Company.
• Ms. Sejal Mhatre - Chief Financial Officer of the Company.
• Ms. Toral Jailesh Bhadra - Company Secretary and Compliance Officer of the Company.
8. Directors Responsibility Statement
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, in relation to financial statements of the Company for the year ended 31 March 2026, the Board of Directors to the best of their knowledge and ability, confirm that:
• a. In the preparation of the annual accounts for FY2025-26, the applicable accounting standards have been followed and there are no material departures.
• b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date.
• c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
• d. They have prepared the annual accounts on a going concern basis.
• e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.
• f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.
During the year under review, the Board of your Company met Twelve (12) times in the year 2025-2026. The details of Board Meeting held and participation of Directors thereat is enumerated as below:
Sr. No. |
Date of meeting |
Total No. of Directors on the Date of Meeting |
No. of Directors attended |
% of Attendance |
1 |
29-05-2025 |
05 |
05 |
100.00 |
2 |
13-08-2025 |
05 |
05 |
100.00 |
3 |
22-08-2025 |
05 |
05 |
100.00 |
4 |
25-08-2025 |
05 |
05 |
100.00 |
5 |
29-08-2025 |
05 |
05 |
100.00 |
6 |
23-09-2025 |
05 |
05 |
100.00 |
7 |
16-10-2025 |
05 |
05 |
100.00 |
8 |
13-11-2025 |
05 |
05 |
100.00 |
9 |
14-11-2025 |
05 |
05 |
100.00 |
10 |
22-12-2025 |
05 |
05 |
100.00 |
11 |
14-02-2026 |
05 |
05 |
100.00 |
12 |
25-03-2026 |
05 |
05 |
100.00 |
The details of Board Meetings held from April 01, 2025 to March 31, 2026 and attendance of each Director thereat is as follows:
Sr. No. Name of the Board Member |
No. of Meetings entitled to attend |
No. of Meetings attended |
% of Attendance |
1. Mahesh Pahalraj Makhija |
12 |
12 |
100 |
2. Niken Ravin Shah |
12 |
12 |
100 |
3. Prajwal Jayasheela Poojari |
12 |
12 |
100 |
4. Santa Vijay Mahajan |
12 |
12 |
100 |
5. Deena Nath Pathak |
12 |
12 |
100 |
The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Corporate Governance Report, which forms part of this Annual Report.
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of Section 134(3) (p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;
The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive director Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated
The Performance Evaluation Policy, as adopted by the Board of Directors, is placed on the website of the Company at: https://qmsmas.com/
In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the ‘SEBI (LODR) Regulations, 2015’) and as part of the best governance practice, the Company has constituted following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder’s Relationship Committee
Details of all the committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
Your Company has established a Vigil Mechanism and formulated a Whistle Blower Policy to provide a secure and confidential platform for employees to report concerns related to unethical behavior, actual or suspected fraud, or violations of the Company’s Code of Conduct.
The policy fosters a culture of openness and accountability by encouraging employees to raise genuine concerns or grievances without fear of retaliation. Adequate safeguards are in place to protect whistle blowers from any form of victimization for reporting such concerns in good faith. In exceptional cases, the policy provides for direct access to the Chairman of the Audit Committee, ensuring impartial handling of critical matters.
The Audit Committee periodically reviews the functioning and effectiveness of the vigil mechanism. During the year under review, no whistle blower was denied access to the Audit Committee. The Whistle Blower Policy is available on the Company’s website and can be accessed at: https://qmsmas.com/investor/
Nomination and Remuneration Policy / Policy On Directors’ Appointment and Remuneration
The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated a policy on appointment and remuneration of Directors, Key Managerial personnel and Senior Management personnel, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013.
Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 01, of each year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at:. https ://qmsmas.com/investor/
The details of remuneration/sitting fees paid during the FY 2025-26 to Executive Directors/Directors of the Company is provided in Annual Return, i.e. Form MGT-7 which is uploaded on website of Company, i.e. at https://qmsmas.com/investor/
Particulars of loans, investments and guarantees:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
Particulars of contracts or arrangements with related parties:
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.
Pursuant to Regulation 23 of the Listing Regulations, the Company has made the requisite disclosures of Related Party Transactions to the Stock Exchanges in the prescribed manner and within the applicable timelines.
Your company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the ratio of the remuneration of each director to the median remuneration of the employees is annexed to this Report as Annexure C.
Further, the information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the said Rules, in respect of the top ten employees in terms of remuneration drawn and other particulars of employees, is not applicable to the Company during the year under review. Accordingly, no separate annexure in this regard has been included as part of this Report.
Corporate Social Responsibility Initiative
Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects / activities in accordance with Schedule VII of the Act.
The details of CSR activities undertaken during the financial year 2025-26, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure B and forms part of this report.
During the Financial Year 2025-26, the amount required to be spent by the Company towards CSR activities have been mentioned in Annexure B . Accordingly, pursuant to Section 135(9) of the Act, the requirement for constitution of a CSR Committee was not applicable to the Company and the functions of the CSR Committee were discharged by the Board of Directors.
The Corporate Social Responsibility Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://qmsmas.com/investor/
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
i. Conservation of Energy:
a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.
b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.
c) The Capital Investment on energy conversation equipment - No Capital Investment yet.
ii. Technology absorption:
a) The efforts made towards technology absorption - Minimum technology required for Business is absorbed.
b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.
c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.
• the details of technology imported;
• the year of import;
• whether the technology been fully absorbed;
• if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
iii. The expenditure incurred on Research and Development - Not Applicable.
iv. Foreign Exchange earnings and outgo:
Foreign Exchange used - Rs. 23,10,28,827/- Foreign Exchange earning - NIL
The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure E forming part of this report.
Management Discussion and Analysis Report
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review, Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure E.
Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
Your Company is committed to maintaining high standards of corporate governance and adhering to the applicable principles and requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
In accordance with the applicable provisions of Schedule V of the Listing Regulations, the detailed Report on Corporate Governance, along with the certificate issued by a Practising Company Secretary confirming compliance with the applicable conditions of Corporate Governance, forms part of this Annual Report and is annexed to the Boards Report as Annexure H.
The company in the Annual General Meeting held on September 27, 2024, appointed M/s. H.H. Dedhia & Associates, Chartered Accountants, (ICAI Firm Registration No. 148213W) as the Statutory Auditor of the Company for the period for 5 years who shall hold office from the 7th Annual General Meeting held on September 27, 2024 till the conclusion of 12th Annual General Meeting to be held in the year 2029 in respect of the financial years beginning from April 01, 2024 and ending with March 31, 2029.
The notes on financial statements referred to in the Auditors Report are self explanatory and do not call for any further comments and explanations. The Auditors ‘ Report does not contain any qualification, reservation or adverse remark. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013.
The Statutory Audit Report for the F.Y. 2025-26 does not contain any qualification, reservation or adverse remark. The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year ended 31st March, 2026. The Auditors’ Report for the Financial Year ended 31st March, 2026 on the financial statements of the Company is a part of this Annual Report.
The company in the Annual General Meeting held on September 29, 2025, M/s. Maharshi Ganatra & Associates, Company Secretaries, as the Secretarial Auditor of the Company for the period for 5 years from FY2025 -26 to FY2029- 30 in respect of the financial years beginning from April 01, 2025 and ending with March 31, 2030.
Appointment of Cost Auditor is not applicable to the Company.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014, the company has re-appointed M/s Khushbu Parekh & Co., Chartered Accountants (having Firm Registration No.: 145191W), as an Internal Auditor for the Financial Year 2025-2026 in the Board Meeting held on May 29, 2025.
The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.
The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.
Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded and reported.
Secretarial Standards of ICSI:
In line with good governance practices, the Company has established appropriate systems and controls to ensure adherence to the Secretarial Standards issued by the Institute of Company Secretaries of India. The effectiveness and adequacy of these systems have been periodically reviewed. The Company has complied with all applicable Secretarial Standards during the financial year.
The maintenance of cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.
Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder. The Annual Return for the Financial Year 2025-26 is available on the website of the Company and can be accessed at https://qmsmas.com/investor/
Sexual Harassment of Women at Workplace
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt of any complaint of sexual harassment during the year.
• Number of complaints of sexual harassment received in the year: - NA
• Number of complaints disposed off during the year: - NA
• Number of cases pending for more than ninety days: - NA
SEBI Complaints Redress System (SCORES)
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.
SEBI has established a common Online Dispute Resolution Portal (‘ODR Portal’) for resolution of disputes arising in the Indian Securities Market. Members who have any grievance/ complaints are requested to write to Company’s Registrar & Transfer Agent i.e., Big Share Services Private Limited ( ‘Registrar’ or ‘RTA’), and if required they may escalate to the Company Secretary. If the member is not satisfied with the response a complaint can be lodged on SCORES - SEBI portal. However, post exhausting of all the options to resolve their grievance with the RTA/Company directly and/or through the SEBI SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr. in/login) and the same can also be accessed through the Company’s website at https://qmsmas.com/
Code of Conduct For Prohibition Of Insider Trading
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company’s shares.
The Insider Trading Policy of the Company covering the “Code of practices and procedures for Fair disclosures of unpublished price sensitive information” is available on the website https://qmsmas.com/investor
Maintenance of Structured Digital Database (“SDD”) has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations’). The Company has installed SDD Services. Company regularly updates entries in this software and submitted report quarterly to stock exchanges under Regulation 3(5) & (6) of PIT Regulations.
During the Financial Year 2025-26, there was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.
Risk Assessment and Management:
The Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. The Company also takes all efforts to train its employees from time to time to handle and minimize these risks.
The company has complied with provisions of Maternity Benefit Act,1961
No such incidence took place during the year.
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely “https://qmsmas.com “ containing information about the Company.
The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and Listing Regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;
Issue of Equity Shares with differential rights as to dividend, voting or otherwise; Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; There is no revision in the Board Report or Financial Statement.
The Company further states that the outstanding undisputed TDS demand amounting to Rs.5,30,403 is currently under reconciliation. The Company has initiated necessary steps for rectification of the TDS returns filed, and based on the rectification process, the Company expects the said demand to be reduced/dropped by the Income Tax Department.
In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Notice of the AGM along with the Annual Report 2025-26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2025-26 will also be available on the Company’s website https://qmsmas.com/
The listing fees payable for the Financial Year 2025-26 has been paid to National Stock Exchange of India Limited within due date.
Your Company considers people as its biggest assets and ‘Believing in People’ is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.
Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees seek to ensure that business world values and principles are understood by all and are the reference point in all people matters.
The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.
As on March 31, 2026, the Company had only 1037 employees.
i. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights as to dividend, voting or otherwise and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
ii. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
iii. DISCLOSURE UNDER SECTION 62(1)11)) OF THE COMPANIES ACT.2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
iv. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
v. OTHER DISCLOSURES WITH RESPECT TO REGULATION 62 OF THE COMPANIES ACT, 2013:
During the year under review, the Company has allotted 14,87,443 Equity Shares on Rights Basis on September 23, 2026.
Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company ’ s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
The Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF).
STATE OF AFFAIRS OF THE COMPANY:
Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report as an Annexure V and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
ALTERATION IN MEMORANDUM OF ASSOCIATION:
There has been no change in any clause of the Memorandum of Association by virtue of Section 13 of the Companies Act, 2013, during the Financial Year under review.
Shareholding of Directors as on March 31, 2026:
No other Director (except as mentioned below) holds any shares in the Company. The Company has not issued any convertible instruments
Sr. No. Name of the Directors |
Shareholding at the beginning of the year |
Shareholding at the end of the year. |
1. Mahesh Makhija Managing Director |
1,28,48,840 (71.98%) |
1,28,48,840 (66.45%) |
Board-skills/expertise/competencies:
The Board of directors based on the recommendations of the Nomination and Remuneration Committee, identified the following core skills/expertise/competencies of Directors as required in the context of business of the Company for its effective functioning:
Sr. No |
Skills/Expertise/Competencies |
1 |
Leadership qualities |
2 |
Industry knowledge and experience |
3 |
Understanding of relevant laws, rules and regulations |
4 |
Financial Expertise |
5 |
Risk Management |
Following are the details of the skills and competence possessed by the Board of Directors:
Sr. No Name of Directors |
Leadership qualities |
Industry knowledge and experience |
Understanding of relevant laws, rules and regulations |
Financial Expertise |
Risk Management |
1 Mahesh Makhija |
Expert |
Expert |
Expert |
Expert |
Expert |
2 Deena Nath Pathak |
Expert |
Expert |
Expert |
Expert |
Expert |
3 Prajwal Poojari |
Expert |
Expert |
Expert |
Expert |
Expert |
4 Niken Shah |
Expert |
Expert |
Expert |
Expert |
Expert |
5 Santa Mahajan |
Expert |
Expert |
Expert |
Expert |
Expert |
6 Pranav Manhar Badheka |
Expert |
Expert |
Expert |
Expert |
Expert |
The identified skills / competences are broad-based and marking of ‘Proficient’ against a particular member does not necessarily mean the member does not possess the corresponding skills / competences.
Penalties / Punishment/ Compounding of Offences:
Type |
Section of the Companies Act |
Brief Description |
Details of Penalty / Punishment/ Compounding fees imposed |
Authority [RD / NCLT/ COURT] |
Appeal made, if any (give Details) |
A. COMPANY |
|||||
Penalty |
NONE |
||||
Punishment |
|||||
Compounding |
|||||
B. DIRECTORS |
|||||
Penalty |
NONE |
||||
Punishment |
|||||
Compounding |
|||||
C. OTHER OFFICERS IN DEFAULT |
|||||
Penalty |
NONE |
||||
Punishment |
|||||
Compounding |
Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavor.
For and on behalf of the Board of Directors of |
|
FOR QMS MEDICAL ALLIED SERVICES LIMITED |
|
SD/- |
SD/- |
Mahesh Makhija |
DEENA NATH PATHAK |
DIN: 02700606 |
DIN: 02104727 |
Managing Director |
Non-Executive Director |
Add: A1 A2/B1 B2, Navkala Bharti Bldg Plot |
|
No16 Prabhat Colony Opp Near Santacruz Bus Depot, Santacruz East, Mumbai City, Maharashtra, India, 400055 |
|
DATE: September 03, 2026 |
|
PLACE: MUMBAI |
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