The Board of Directors take pleasure in presenting the 31^st Annual Report of Medico Remedies
Limited (“Company”) together with the Audited Financial Statements for the Financial Year
(“FY”) ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

2. OVERVIEW OF COMPANY’S PERFORMANCE

During the year under review, the Company has recorded total turnover of Rs. 15,094
Lakhs (PY Rs. 14,492 Lakhs). The Net profit after tax of the Company for FY under
review is Rs. 1,009 Lakhs (PY Rs. 829 Lakhs).

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE
COMPANIES ACT, 2013

The Company has not transferred any amount to General Reserve for the FY 2024-25.

4. DIVIDEND

The Directors have not recommended any dividend for the FY 2024-25.

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the FY under
review.

6. PUBLIC DEPOSITS

During the FY under review, the Company has not accepted any deposits from the
public and as such, there are no outstanding deposits within the purview of section 73 of
the Companies Act, 2013 and rules made thereunder.

7. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

As on 31^st March, 2025, the Company does not have any Subsidiary, Joint venture or
Associate Companies.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the
company which have occurred between the end of the financial year to which the
financial statement relates and the date of the report.

9. ANNUAL RETURN

The Annual Return pursuant to Section 92(3) read with Section 134(3)(a) of the Act is
available on Company’s website at https://medicoremedies.com/annual.html

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition of the Board

The Board is constituted in accordance with the requirements of the Act read with SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations”).

b) Induction to the Board

Based on the recommendation of the Nomination and Remuneration Committee (NRC)
and subject to the approval of the shareholders, the Board, in accordance with the
provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing
Regulations, appointed Mr. Kunal Vora (DIN: 10741410) as an Independent Director
of the Company, not liable to retire by rotation, for a term of five consecutive years
commencing from 13^th August, 2024. The shareholders of the Company approved the
appointment of Mr. Kunal Vora as an Independent Director of the Company by way of a
Special Resolution in the Annual General Meeting held on 5^th September 2024, for the
abovementioned tenure.

Based on the recommendation of the Nomination and Remuneration Committee (NRC)
and subject to the approval of the shareholders, the Board, in accordance with the
provisions of Section 196, 197 read with Schedule V to the Act and applicable SEBI
Listing Regulations, appointed Mr. Dayanand Mathapati (DIN: 10741417) as an
Executive Director of the Company, for a term of three consecutive years commencing
from 13^th August, 2024. The shareholders of the Company approved the appointment of
Mr. Dayanand Mathapati as an Executive Director of the Company by way of a Special
Resolution in the Annual General Meeting held on 5^th September 2024, for the
abovementioned tenure.

Based on the recommendation of the Nomination and Remuneration Committee (NRC)
and subject to the approval of the shareholders, the Board, in accordance with the
provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing
Regulations, appointed Mr. Anuj Mody (DIN: 08835177) as an Independent Director of
the Company, not liable to retire by rotation, for a term of five consecutive years
commencing from 12^th November, 2024. The shareholders of the Company approved the
appointment of Mr. Anuj Mody as an Independent Director of the Company by way of a
Special Resolution on 30^th January, 2025 by way of Postal Ballot, for the abovementioned
tenure.

c) Appointment/Re-appointment of Directors in AGM

In terms of provisions of the Companies Act, 2013, Mr. Rishit Mehta (DIN: 07121224),
will retire by rotation at the ensuing Annual General Meeting in pursuance of Section
152 of the Act and being eligible, offers himself for re-appointment. The Board of
Directors of the Company (“the Board”) recommends his re-appointment for your
approval.

The term of Mr. Harshit Mehta (DIN: 05144280) as the Managing Director of the
Company will expire on 17^th September, 2025. The Board at their meeting held on 30^th
July, 2025, on recommendation of Nomination and Remuneration Committee, has,
approved the re-appointment of Mr. Harshit Mehta as the Managing Director of the
Company, for a further period of 3 (three) years from the expiry of his present term i.e.
with effect from 17^th September, 2025 and hold office upto 17^th September, 2028. The
Board recommends his re-appointment for your approval.

Mr. Haresh Mehta (DIN: 01080289) Chairman & Whole-Time Director of the Company
will attain the age of seventy years in the month of August, 2025. As per the provisions
of Section 196 of the Act read with rules thereunder, the continuation of employment of
any person as Whole-Time Director who has attained the age of seventy years requires
approval from the shareholders through special resolution. Accordingly, the Board at
their meeting held on 30^th July, 2025, on recommendation of Nomination and
Remuneration Committee, has, approved the continuation of Mr. Haresh Mehta as the
Chairman & Whole-Time Director of the Company, who has attained the age of seventy
years. The Board recommends his continuation for your approval.

The Board at their meeting held on 30^th July, 2025, on the recommendation of
Nomination and Remuneration Committee, has, approved the appointment of Mr.
Maheshkumar Darji (DIN: 11220436) as an Executive Director of the Company for a
period of three years with effect from 30^th July, 2025 subject to the approval of
Members at the ensuing AGM of the Company. The Board recommends his
appointment for your approval.

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed to
be appointed/re-appointed is given in the Notice convening 31^st Annual General
Meeting.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51), and 203 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr.
Harshit Mehta, Managing Director, Mr. Haresh Mehta, Chief Financial Officer and Mr.
Hasan Bohra, Company Secretary are the Key Managerial Personnel of the Company as
on 31^st March, 2025.

Mr. Dinesh Modi resigned as Company Secretary & Compliance Officer of the Company
with effect from 1^st November, 2024.

Mr. Hasan Bohra was appointed as Company Secretary & Compliance Officer of the
Company with effect from 12^th November, 2024.

d) Cessation

Mr. Ramesh Rughani (DIN: 0947793), resigned as an Independent Director of the
Company with effect from close of business hours of 8^th October, 2024.

Mr. Dayanand Mathapati (DIN: 10741417) resigned as an Executive Director of the
Company with effect from 9^th April, 2025.

e) Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the
Company affirming compliance with the criteria of independence laid under the
provisions of Section 149(6) of the Act and under Regulation 16 (1)(b) of Listing
Regulations.

f) Board Meetings

During the year under review, the Company held Five Board Meetings and a separate
meeting of Independent Directors. The details of meetings of the Board are provided in
the Report on Corporate Governance which forms part of this Annual Report. The
maximum interval between any two meetings did not exceed the gap prescribed under
the Act read with Circulars issued thereunder.

g) Performance Evaluation of the Board

Pursuant to the provisions of the Act, and Regulation 17 of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out
an annual evaluation of its own performance, the directors individually, as well as the
evaluation of the working of its committees.

At the meeting of the Board all the relevant factors, that are material for evaluating the
performance of Individual Directors, the Board and its various committees were
discussed in detail. Various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, execution and performance of specific
duties, obligations and governance etc. were taken into consideration.

A separate exercise was carried out to evaluate the performance of individual Directors,
who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc. The performance evaluation of the independent Directors was carried
out by the entire Board.

The performance evaluation of the Chairman and Non-Independent Directors was also
carried out by the Independent Directors at their separate meeting. The Directors
expressed their satisfaction with the evaluation process.

h) Committees of the Board

The Board has constituted a set of committees in accordance with the requirements of
the Act. The Board supervises the execution of its responsibilities by the Committees
and is responsible for their action. The statutorily mandated committees constituted
under the provisions of the Act and Listing Regulations are Audit Committee,
Nomination and Remuneration Committee and Stakeholders’ Relationship Committee.
The composition, terms of reference and other such necessary details of these Board
level committees are provided in the Corporate Governance Report forming part of this
Annual Report.

i) Nomination and Remuneration policy

Pursuant to the Provision of Section 178 of the Companies Act, 2013 and Regulation 19
of Listing Regulation and on recommendation of the Nomination and Remuneration
Committee, the Board of Directors has adopted a policy on Criteria for Selection and
Appointment of Directors, Senior Management Personnel and their remuneration.
Nomination and Remuneration policy is applicable to all Directors, Key Managerial
Personnel (KMP), Senior Management team and other employees of the Company and
the same is available on the Company’s Website at
https://medicoremedies.com/pdf/policy-of-appointment-medico final.pdf

j) Vigil Mechanism

As per the provisions of Section 177(9) of the Act, the Company has established a Vigil
Mechanism for Directors and Employees by formulating Whistle Blower Policy to
report genuine concerns about unethical behaviour, actual or suspected fraud or
violation of the Code of Conduct without fear of reprisal. The said policy can be

accessed on the Company's website at

https://medicoremedies.com/pdf/Whistle%20Blower%20Policy.pdf

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with
the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act,
2013 in the preparation of annual accounts for the year ended on 31^st March, 2025 and
confirm that:

a. in the preparation of the annual accounts, for financial year 2024-25, the applicable
accounting standards had been followed and there are no material departures from the
same;

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 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;

e. the directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively;
and

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

12. CODE OF CONDUCT FOR 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 to regulate, monitor and report trading by
designated persons in Listed or Proposed to be Listed Securities" of the Company ("the
Insider Trading Code"). The object of the Insider Trading Code is to set framework,

rules and procedures which all concerned persons should follow, while trading in listed
or proposed to be listed securities of the Company.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information ("the Code") in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy
for determination of ‘legitimate purposes’ as a part of the Code. The Code also includes
policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive
Information (UPSI) and aims at preventing misuse of UPSI. The Code is available on
the Company’s website at https://medicoremedies.com/pdf/codeofpractices.pdf

The Company Secretary appointed serves as the Compliance Officer to ensure
compliance and effective implementation of the Insider Trading Code. Matters related
to the insider trading code are reported to the Audit Committee.

13. RISK MANAGEMENT

The Company implemented an integrated risk management approach through which it
reviews and assesses significant risks on a regular basis to ensure that a robust system
on risk controls and mitigation is in place. Senior management periodically reviews this
risk management framework to keep updated and address emerging challenges.

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In accordance with Section 135 of the Companies Act, 2013 (“the Act”), all the
Companies having net worth of Rs. 500 crore or more, or a turnover of Rs. 1000 crores or
more or net profit of Rs. 5 crores or more during the immediate preceding financial year,
are required to spend 2% of the average profits of last three preceding Financial Years on
Corporate Social Responsibility (“CSR”) activities. The provisions of Section 135 of the
Act are applicable to your company since your Company had a net profit of Rs. 5 crores
or more during the immediate preceding financial year i.e. during the FY 2023-24.

As a part of its initiative under the CSR drive, the Company has undertaken projects in
accordance with Schedule VII of the Act and the Company’s CSR Policy. The CSR
Policy is available on the Company’s website at
https://medicoremedies.com/csr.html.The Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked
as Annexure - I which forms integral part of this Report.

15. AUDITORS

a) Statutory Auditors & their Report:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder,
M/s V. J. Shah & Co., Chartered Accountants, Mumbai (Firm Registration No.
109823W) were re-appointed as Statutory Auditors of the Company in 26^th AGM held
on 30^th September, 2020 to hold office for a further tenure of 5 (five) consecutive years
from the conclusion of 26^th AGM till the conclusion of the 31^st AGM of the Company to
be held in the calendar year 2025.

The Board recommends appointment of M/s. Shah Shroff & Associates, Chartered
Accountants, Mumbai (Firm Registration No. 128920W) as Statutory Auditors of the

Company to hold office from the conclusion of the 31^st AGM till the conclusion of 36^th
AGM of the Company.

The Company has received a confirmation from them to the effect that their
appointment from the FY 2025-26 will be within the prescribed limits u/s 141 of the
Companies Act, 2013 and the Rules framed thereunder.

Further the Auditors’ Report for the financial year ended, 31^st March, 2025 is annexed
herewith for your kind perusal and information. The observations and comments given
by the Auditors in their report read together with notes to Accounts are self-explanatory
and hence do not call for any further comments under section 134 of the Companies
Act, 2013.

b) Secretarial Auditor & their Report:

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, (as amended) the Company
had appointed Mr. Haresh Sanghvi, Practising Company Secretary (CoP No. 3675), for
conducting Secretarial Audit of the Company for the financial year ended on 31^st
March, 2025.

The Secretarial Audit Report for the financial year ended 31^st March, 2025 is annexed
herewith and marked as ‘Annexure - II’ to this Report. In the report, the Secretarial
Auditor has observed the following:

i. Section 161 of the Companies Act, 2013 - Delay in filing e-Form DIR-12 for
registering regularization of appointment of Mr. Dayanand Mathapati and Mr.
Kunal Vora as Directors at the AGM.

Directors Comments: Delay in filing was caused due to technical difficulties
faced on uploading and filing the e-Form on MCA V3 portal.

ii. Section 79 of the Companies Act, 2013 - Delay in filing e-Form CHG-1 for
registering modification of Charge ID - 100207287 for availing credit facilities
from Kotak Mahindra Bank Limited.

Directors Comments: Delay in filing was caused due to late receipt of relevant
charge modification documents from the Bank.

Further, the Board of Directors of the Company has appointed Ms. Shreya Shah,
Practicing Company Secretary (M. No. 39409/CoP: 15859), as the Secretarial Auditor
of the Company for the period of 5 (five) consecutive years from Financial year 2025¬
26 till Financial year 2029-30 to carry out the audit of secretarial and related records of
the Company, subject to the approval of Shareholders in the ensuing Annual General
Meeting of the Company.

The Company has received consent letter along with peer reviewed certificate from Ms.
Shreya Shah to act as the Secretarial Auditor for conducting an audit of the secretarial
records of the Company for the period of 5 (five) consecutive years.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2024-25 for all applicable
compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The
Annual Secretarial Compliance Report duly signed by Mr. Haresh Sanghvi has been
submitted to the Stock Exchanges and is annexed herewith and marked as “Annexure-
III” to this Report.

c) Internal Auditor & their reports

M/s. T.K. Shah & Associates, Chartered Accountants, resigned as the Internal Auditor
of the Company with effect from 12^th August, 2024.

Pursuant to the provisions of Section 138 of the Act read with the Companies
(Accounts) Rules, 2014, the Company has appointed M/s. Soni Shah and Associates
LLP, Chartered Accountants as the Internal Auditor of the Company.

The Internal Audit reports are reviewed by the Audit Committee on a periodic basis.

d) Reporting of fraud by Auditors

During the FY under review, the Auditors of the Company have not identified or
reported any fraud as specified under Section 143(12) of the Companies Act, 2013 to
the Audit Committee.

16. MAINTENANCE OF COST RECORDS

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost
Records and Audit) Rules, 2014, your Company is required to only maintain cost
records and accordingly, such accounts and records are maintained.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the
financial statements. Internal audits are undertaken on a quarterly basis by Internal
Auditors covering all units and business operations to independently validate the
existing controls. Reports of the Internal Auditors are regularly reviewed by the
management and corrective action is initiated to strengthen the controls and enhance the
effectiveness of the existing systems.

The Audit Committee evaluates the efficiency and adequacy of the financial control
system in the company and strives to maintain the standards in the internal financial
controls.

18. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section
186 of the Companies Act, 2013 during the year under review and hence the said
provision is not applicable.

19. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

All transactions entered into with related parties during the FY were in the ordinary
course of business and on arm’s length pricing basis and do not attract the provisions of
Section 188 of the Act. There were no materially significant transactions with the
related parties during the financial year which were in conflict with the interest of the
Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as
required by the Accounting Standard (AS 18) has been made in the notes to the
Financial Statements.

20. SHARE CAPITAL:

Sub-Division/ Split of Equity Shares

During the FY under review, there were no changes in the capital structure of the
Company.

Buy Back of Securities/ Sweat Equity/Employees Stock Option Plan

During the FY under review, the Company has not issued nor bought back any of its
securities or issued any Sweat Equity Shares or provided any Stock Option Scheme to
the employees.

The disclosure pertaining to explanation for any deviation or variation in connection
with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable
to the Company.

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

The information on conservation of energy, technology absorption and foreign
exchange earnings and outgo stipulated under section 134(3)(m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith and marked as
“Annexure - IV”

22. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under section
197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is forming part of the Directors'
Report for the year ended 31^st March, 2025 and is attached to this Report and marked as

“Annexure - V”.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Management Personnel) Rules, 204,
there are no employees drawing remuneration in excess of the limits set out in the said
rules.

23. REPORT ON CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of the Auditors of the Company
regarding compliance of the conditions of Corporate Governance as stipulated in Part C
of Schedule V of the Listing Regulations are provided in a separate section forming part
of this Annual Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis Report for the year under review forms an integral part of this Annual Report.

25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace
for every individual working in the Company’s premises through various practices and
always endeavors to provide an environment that is free from discrimination. All
employees are treated with dignity with a view to maintain a work environment free of
sexual harassment whether physical, verbal or psychological. The Company also
ensures all allegations of sexual harassment are investigated and dealt with effectively
and appropriately.

Your Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31^st
March, 2025, the Company has not received any complaints of sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of
during the year:

(a) Number of complaints pending at the beginning of the year: Nil

(b) Number of complaints received during the year: Nil

(c) Number of complaints disposed off during the year: Nil

(d) Number of cases pending for more than 90 days: Nil

(e) Number of cases pending at the end of the year: Nil

26. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of Maternity Benefit Act,
1961 for female employees of the Company with respect to leaves and maternity
benefits thereunder.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS

There were no significant and material orders passed by the regulators or courts or
Tribunals impacting the going concern status and Company’s operation in future.

28. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC, 2016) DURING
THE YEAR ALONG WITH STATUS AT THE END OF THE FINANCIAL
YEAR

The Company has not made any application nor any proceeding is pending against the
company under IBC, 2016.

29. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS ALONG WITH REASONS THEREOF

Since the Company has not entered into any One Time Settlement with Banks or
Financial Institutions, furnishing details in this regard, is not applicable.

30. STATUTORY COMPLIANCE

The Company has complied with all the statutory requirements. A declaration regarding
compliance with the provisions of the various statutes is also made by the Managing
Director. The Company ensures compliance of the Companies Act, 2013; SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 and various statutory
authorities on quarterly basis in the Board Meeting.

Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable
mandatory Secretarial Standards.

31. APPRECIATION & ACKNOWLEDGEMENTS:

The Board of Directors would like to express their sincere appreciation for the
commitment, dedication and hard work done by the employees. The Directors take this
opportunity to express their grateful appreciation for the encouragement, cooperation
and support received from all the stakeholders including but not limited to the
Government authorities, bankers, customers, suppliers and business associates. The
Directors are thankful to the esteemed shareholders for their continued support and the
confidence reposed in the Company and its management.

For and on behalf of the Board

Sd/-

Haresh Mehta
Chairman & Whole-Time Director
DIN:01080289

Date: 8^th May, 2025
Place: Mumbai