Medico Remedies Ltd

To,

The Members

MEDICO REMEDIES LIMITED

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

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

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.

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.

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.

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.

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.

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

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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"

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.

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.

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.

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

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.

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.

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.

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.

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

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.