Directors Report of Medistep Healthcare Ltd.

Mar 31, 2025

The Board of Directors of the Company ("Board”) hereby submits the board report for the
financial year ended on March 31, 2025 ("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	31.03.2025	31.03.2024
Revenue from operations	4965.48	3161.51
Total Revenue	4965.85	3162.52
Expenses
Finance costs	3.03	5.98
Depreciation and Amortization Expense	3.32	2.08
Total Expenses	4412.09	2773.28
Current Tax	139.98	99.38
Deferred Tax	(0.61)	(0.10)
Profit for the year	414.40	289.96
Earnings per share
Basic (In Rs.)	4.01	39.74
Diluted (In Rs.)	4.01	39.74

1. (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 Company''s 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 2024-2025. The
revenue generated from operations amounted to INR 4965.48 Lakhs in F.Y. 2024-25 as
compared to F.Y. 2023-2024 in which revenue generated amounted to INR 3161.51 Lakhs.

¦ Profit for the year increased from INR 289.96 Lakhs in F.Y. 2023-24 to 414.40 Lakhs in F.Y.
2024-2025.

¦ The management of the Company is putting their best efforts to improve the performance
of the Company.

2. TRANSFER TO RESERVES

The Board of Directors has decided to transfer the entire amount of profit for the financial year

2024-25 to reserves.

3. 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 it was not listed on the
stock exchange as on March 31, 2025.

4. CHANGE IN NATURE OF BUSINESS. IF ANY

During the financial year under review there has been no change in the nature of business.

5. STATEMENT OF DEVIATION OR VARIATION

As the Company was an unlisted public company as on March 31, 2025, 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, 2025.

6. BUY- BACK OF SHARES

During the financial year under review, the Company did not undertake any buyback of its
shares.

7. 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.

8. EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company does not have any Employee Stock Option Scheme (ESOP) in place during the
financial year under review.

9. HUMAN RESOURES

The Company''s 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.

10. 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.

11. CAPITAL STRUCTURE

i. Authorised Share Capital

The Authorised Share Capital of the Company as on Financial Year ended on March 31, 2025
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”).

During the financial year under review, authorized capital of the company was increased from
INR 11,00,00,000 (Indian rupees Eleven Crore) divided into 1,10,00,000 (One crore and ten
lakh) shares of face value INR 10/- (Indian Rupees ten each) to INR 15,00,00,000 (Indian
Rupees Fifteen Crore) divided into 1,15,00,000 (One crore fifteen lakh) shares on face value
INR 10/- (Indian Rupees Ten) each.

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, 2025 is INR 10,46,55,460/- (Indian rupees Ten Crore Forty-Six Lakh Fifty-Five
Thousand Four Hundred Sixty only), divided into 1,04,65,546 (One Crore Four Lakh Sixty-
five thousand five hundred and forty-six) Equity Shares of Face Value INR 10 (Indian Rupees
Ten each).

During financial year under review, 48,99,440 (Forty-eight lakh ninety-nine thousand four
hundred and forty) shares were issued through Bonus Issue in the ratio 1:1 at INR 10 (Indian
Rupees) each at par.

Further, the company issued 6,66,666 equity shares of the company of face value INR 10
(Indian Rupees Ten) each at a premium of price of INR 5 (Indian Rupees Five) each for an
aggregate amount not exceeding INR 99,99,990/- (Indian rupees ninety-nine lakh ninety-
nine thousand nine hundred and ninety) only on preferential basis cum private placement to
SN Enterprises.

Issue of 37,44,000 (Thirty-seven lakh forty-four thousand) equity shares of face value INR 10
(Indian Rupees Ten) each for cash pursuant to fresh issue was approved at Extra Ordinary
General Meeting (EGM) held on June 20, 2024.

37,44,000 equity shares of face value INR 10/- each at an issue price of Rs. 43/- per Equity
Share (including Securities premium of INR 33/- per Equity Share) was allotted through
Board resolution dated August 13, 2025.

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”).

12. 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.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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”.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s 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”.

15. CORPORATE GOVERNANCE

The Company was listed on the NSE Emerge Platform on August 18, 2025.

As the Company was an unlisted public company as on March 31, 2025, the provisions
relating to Corporate Governance under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 were not applicable to the Company for the financial year
ended March 31, 2025.

16. 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.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

During the financial year under review, the Company filed Draft prospectus on December 30,
2024.

There have been no material changes and commitments affecting the financial position of the
Company that have occurred between the end of the financial year ended 31st March, 2025
and the date of signing of this Report.

Subsequent to the closure of the financial year but before the date of signing of this Report, the
Company successfully launched its Initial Public Offering (IPO), details of which are as follows:

Raised INR 16,09,92,000 (Indian Rupees Sixteen crore nine lakh ninety-two thousand) by
issuing 37,44,000 (Thirty seven lakh forty four thousand) Fresh Equity Shares at an Issue Price
of INR 43 (Indian Rupees forty three each) per Equity Share (including Securities Premium of
INR 33/- per Equity Share).

The equity shares of the company got listed on NSE Emerge w.e.f. August 18, 2025.

18. 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 is timely identification and assessment of risks, measures to mitigate them, and
mechanisms for their proper and timely monitoring and reporting.

As the Company was an unlisted public company as on March 31, 2025, compliance under
Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
not applicable.

19. 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 of the Company is available at the following link:
https://www.medistephc.com/.

20. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 201 3

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, 2025, 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.

21. 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.

22. UNSECURED LOAN FROM DIRECTORS

Details of unsecured loan received from the directors of the Company is disclosed in the
audited financials enclosed.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
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.

24. CREDIT RATING

During the year under review, the requirement for obtaining a credit rating for the Company''s
securities was not applicable. Accordingly, no credit rating was undertaken during the
financial year.

25. 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, 2025.

26. SUBSIDIARYfIES) AND ASSOCIATE COMPANYfIES)

As on 31^st March, 2025, the Company has no subsidiaries and does not have any associate
companies or joint venture entities.

27. 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.

28. REVISION OF FINANCIAL STATEMENT. IF ANY:

There was no revision in the financial statements of the Company.

29. DIRECTORS & KEY MANAGERIAL PERSONNEL:

fi) 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 Prajapati	Girdharilal	Non-Executive Director	05/06/2023	NA
10425157	Kapilbhai Dodiya	Raysinhbhai	Independent Director	15/02/2024	NA
10425093	Anandbhai Khoda	Jitendrabhai	Independent Director	15/02/2024	NA

During the Financial Year under review, Mr. Vipul Gobarbhai Dabhi, having DIN: 09513250,
liable to retire by rotation was re-appointed by the shareholders in the 01^st Annual General
Meeting (“AGM”) held on September 30, 2024.

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 re-appointment.

The Board recommends the re-appointment of Hetalben Girdharilal Prajapati (DIN: 10190667)
for shareholders'' approval at the ensuing 02^nd AGM.

Key Managerial Personnel

On the date of signing of this report Ms. Sashi Kala Bhutra is the Company Secretary and
Compliance Officer of the Company.

Ms. Jagriti Sharma was appointed as the Company Secretary and Compliance Officer w.e.f. December
28,2025 and resigned w.e.f. June 06,2025.

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, 2025, 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 director''s 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 Company''s 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 director''s 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.

Company''s 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 Company''s 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 Company''s website https://www.medistephc.com/.

30. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review, 13 (Thirteen) meetings of the Board of Directors were
held. The dates on which the said meetings were held on below mentioned dates:

1. April 05, 2024

2. April 12, 2024

3. April 19, 2024

4. April 15, 2024

5. May 31, 2024

6. June 10, 2024

7. June 20, 2024

8. July 05, 2024

9. August 08, 2024

10. October 01, 2024

11. November 01, 2024

12. December 28, 2024

13. March 15, 2025

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 Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Girdhari Lal Prajapat	Managing Director	13	13	-
2	Vipul Gobarbhai Dabhi	Executive Director	13	13	-
3	Hetalben Girdharilal Prajapati	Non¬ Executive Director	13	13
4	Kapilbhai Raysinhbhai Dodiya	Independent Director	13	13	-
5	Anandbhai Jitendrabhai Khoda	Independent Director	13	13	-

31. 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, luly 05, 2024 at the Registered Office of the Company.

32. 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 company''s 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.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR): -

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having
Net Worth of Rupees Five Hundred Crore or More, or Turnover of Rupees One Thousand Crore
or More or a Net Profit of Rupees Five Crore or More during any financial year shall constitute a
Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social
Responsibility Policy.

Therefore, Provisions of Corporate Social Responsibility are not applicable on the Company and
Company has not developed and implemented any Corporate Social Responsibility Initiatives as
provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014.

34. 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.

35. DECLARATION BY AN INDEPENDENT DIRECTORfSI 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 Company''s 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.

36. 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.

37. 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 Audit Committee has been
constituted by the Board of Directors in its meeting on July 05, 2024.

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 August 08, 2025. 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	Member	Non-Executive Director
	Prajapati

During the Financial Year under review 02 (Two) meetings of the Nomination and Remuneration
Committee held on December 28, 2025 and February 15, 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 by the Board of Directors in its meeting on July 05,
2024.

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

38. 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/

39. 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

40. 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.

41. REPORTING OF FRAUD: -

During the Financial Year 2024-2025, 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.

42. 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

43. AUDITORS & AUDITORS’ REPORT: -
CQ Statutory auditors

M/s Mukesh Mishra & Co., Chartered Accountants (FRN: 016868C) were appointed as the
Statutory Auditor of the Company w.e.f. from July 15, 2025 to fill the Casual vacancy caused due
to resignation of Kapish Jain & Associates, Chartered Accountants, (FRN: 022743N) w.e.f. July 15,
2025.

Their appointment as the Statutory Auditors for a period of five years will be placed before the
members in the ensuing General Meeting.

CQ 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.

CQ Secretarial Auditor

During the financial year 2024-2025 the Company has not triggered the prescribed limits under
Section 204 of the Companies Act, 2013 and rules made thereunder for applicability of Secretarial
Audit.

Accordingly, the requirement for submission of the Secretarial Audit Report in Form MR-3 is not
applicable for the financial year under review.

CQ Internal Auditor

During financial year 2024-2025 the Company has not triggered the prescribed limits under
Section 138 of the Companies Act, 2013 and rules made thereunder for applicability of Internal
audit. Accordingly, the requirement for appointment of Internal auditor is not appliable for
financial year under review.

44. 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.

45. ANNUAL RETURN: -

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an annual return is uploaded on website of the
Company https://www.medistephc.com/.

46. 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 Company''s website https://www.medistephc.com/.

47. 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.

48. 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/

49. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

During the FY 2024-25, 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.

50. 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.

51. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company''s employees for their
contribution towards the Company''s 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: 08.09.2025 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