Directors Report of Medico Intercontinental Ltd.

Mar 31, 2025

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”
or “MIL”), along with Audited Financial Statements for the financial year ended 31st March, 2025. The Consolidated
performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

(Rs. In Lakhs, except per equity share data)

Particulars	Standalone		Consolidated
	For the year ended 31st March		For the year ended 31st March
	2025	2024	2025	2024
Revenue from Operations	6712.98	4403.68	9601.52	7135.54
Other Income	50.77	41.66	35.59	40.14
Total Income	6763.75	4445.34	9637.12	7175.69
Less: Total Expenses	(6283.41)	(4142.79)	(8759.42)	(6553.85)
Profit/Loss before Depreciation, Finance Costs, Exceptional items and Tax expenses	480.34	302.55	877.70	621.84
Less:- Depreciation/Amortization/ Impairment	(55.57)	(17.83)	(80.83)	(28.67)
Profit/Loss before Finance Costs, Exceptional items and Tax expenses	424.77	284.72	796.87	593.17
Less: - Finance Costs	(67.22)	(22.29)	(99.55)	(49.31)
Profit/Loss before Exceptional items and Tax expenses	357.55	262.43	697.32	543.85
Add/(Less): - Exceptional Items	0.00	0.00	0.00	0.00
Profit/Loss before Tax expenses	357.55	262.43	697.32	543.85
Less: - Tax Expense (Current & Deferred)	(100.97)	(72.73)	(191.59)	(149.14)
Profit/Loss for the year (1)	256.58	189.70	505.73	394.71
Other Comprehensive Income/Loss (2)	0.00	0.00	0.00	0.00
Total (1 2)	256.58	189.70	505.73	394.71
Earnings Per Share (Basic & Diluted)	2.57	1.90	5.06	3.95

2. RESULT OF OPERATIONS & STATE OF COMPANY''S AFFAIR:

The total income of the Company was Rs. 6763.75 Lakhs during current year as against Rs. 4445.34 Lakhs
in the previous year. The Company has reported net profit of Rs. 256.58 Lakhs during the year under review
as against profit of Rs. 189.70 Lakhs in the previous year. Your Company has performed well and your Directors
are relentlessly striving for the betterment of the business and simultaneously your Directors are optimistic
about the future and expect the business to perform much better in the forthcoming years.

3. CHANGE IN THE NATURE OF THE BUSINESS:

There is no change in the nature of the business during the year under review.

4. SHARE CAPITAL:

During the year under review, Authorized capital of the Company has been increased, details of the same
are as follows:

Share Capital of the Company as on March 31, 2024 was as follows:

Authorized Capital - Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore Only)
Equity Shares of Rs. 10 each.

Issued, Subscribed and Paid-Up Capital - Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into

1.00. 00.000 (One Crore Only) Equity Shares of Rs. 10 each.

Share Capital of the Company as on March 31, 2025 was as follows:

Authorized Capital - Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores
Only) Equity Shares of Rs. 10 each.

Issued, Subscribed and Paid-Up Capital - Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into

1.00. 00.000 (One Crore Only) Equity Shares of Rs. 10 each.

5. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2025
as the Board have considered it financially prudent in the long-term interest of the company so as to reinvest
the profits into the business of the company and to build its strong reserve base and assure the growth
of the Company in long run.

6. UNPAID / UNCLAIMED DIVIDEND:

Members are hereby informed that under the Act, the Company is required to transfer the dividend which
remains unpaid or unclaimed for a period of seven consecutive years or more to the IEPF. The Company
has declared dividend for the first time in previous year 2022-23, therefore, there is no such amount of Unpaid
or Unclaimed dividend to be transferred to Investor Education and Protection Fund (IEPF).

Amount of Unpaid / Unclaimed Dividend has been transferred into the unpaid Dividend a/c as per the requirement
of Companies Act, 2013.

Members who have not encashed the dividend warrants so far in respect of the aforesaid period(s) are requested
to make their claim to Purva Sharegistry (India) Private Limited, RTA. Further, the Company sends a voluntary
reminder to the shareholders who have not claimed their dividends, on an annual basis.

7. TRANSFER TO RESERVES:

During the period under review, the company has transferred profit of Rs. 256.58 Lakhs to the Reserves of
the Company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND DATE OF REPORT:

The Company has invested funds of Rs. 5.93 Cr into Calborn Lifescience Private Limited and taken 51% stake
in Calborn Lifescience Private Limited. Pursuant to this investment, Calborn Lifescience Private Limited will
become subsidiary of the Company w.e.f. 7th April, 2025. Calborn Lifescience Private Limited is having unique
product portfolio of Vitamin D3 and object of the said investment is due to Company''s interest in the
Pharmaceutical and Allied sector in line with the proposed objects of the company.

Other than this, there were no Material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year of the Company and the date of the report.

9. DEPOSIT:

The company has not accepted any deposits from the public and as such, no amount on account of principal
or interest on deposits from public was outstanding as on the date of the balance sheet for the Financial
Year 2024-2025.

Further, for exempted deposits, Company has filed Form DPT-3 as on March 31, 2025 as per the notification
issued by the Ministry of Corporate Affairs (MCA) within due course of time.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT,
2013:

The particulars of loans, guarantees and investments have been disclosed in the financial statements which
also form part of this report.

11. CORPORATE SOCIAL RESPONSIBILITY:

The company has not developed and implemented any Corporate Social Responsibility Initiatives as per the
provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 as the aforesaid provisions are not applicable to the Company.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read with
Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure-I”.

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Board has adopted policies and procedures 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 fraud,
error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of
reliable financial disclosures. The details with respect to internal control systems and internal Audit has been
briefed in Management Discussion and Analysis Report, which is annexed herewith as “Annexure-II”.

14. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to
maintain the independence of the Board, and separate its functions of governance and management.

Further, pursuant to Corporate Governance provisions, the Board of Directors framed and approved the Nomination
and Remuneration Policy of the Company which now captures and explains the principles of the overall
remuneration including short-term incentive and the long-term incentive payable to the Executive Directors, Key
Managerial Personnel, Senior Management, and other employees of the Company.

The Policy also provides guidance on selection and nomination of Directors to the Board of the Company
and appointment of the Senior Management Personnel of the Company. The remuneration paid to the Executive
Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Act and the Listing Regulations.

Details pertaining to composition and re-constitution of the Nomination and Remuneration Committee are included
in the Report on Corporate Governance. All the recommendations made by the Nomination and Remuneration
Committee were accepted by the Board.

15. DIRECTORS:

To comply with the requirement of the Companies Act, 2013 and Articles of Association of the Company,
Mrs. Tanvi Samir Shah shall retire by rotation at the forthcoming Annual General Meeting. Being eligible,
she offers herself for re-appointment. Following change occurred during the financial year ended 31st March,
2025:

- Mr. Nikul Dipakbhai Shah (DIN: 09582627), Independent Director of the Company resigned from the
Company w.e.f. 25th April, 2024.

- Mr. Parshwa Kaushal Shah (DIN: 07400081) has been appointed as an Additional Independent Director
w.e.f. 10th May, 2024.

- Mr. Parshwa Kaushal Shah (DIN: 07400081) has been regularized as an Independent Director of the
Company pursuant to approval of members through postal ballot w.e.f. 13th June, 2024.

16. KEY MANAGERIAL PERSONNEL:

Mr. Samir Shah continues to be the Managing Director of the Company.

Mr. Dilipkumar Bhogilal Shah continues to be the Chief Executive Officer of the Company.

Mr. Jay Sharadkumar Shah continues to be the Chief Financial Officer of the Company.

Ms. Puneeta Sharma continues to be the Company Secretary & Compliance Officer of the Company.

17. INDEPENDENT DIRECTOR''S DECLARATION:

The Company has received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013, that he / she meets the criteria of independence as laid down in Section 149(6) of
the Companies Act, 2013.

18. BOARD EVALUATION:

In terms of provisions of Companies Act, 2013 read with rules issued there under and SEBI (LODR) Regulations
2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated
the effectiveness of the Board/Director''s for the Financial Year 2024-25.

The performance and functioning of the board were 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 committees of the Board were assessed 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 Chairperson was also evaluated on the key aspects of her role.

Separate meeting of independent directors has been held on February 14, 2025 for the FY 2024-25 to evaluate
the performance of non-independent directors, performance of the board as a whole and performance of the
Chairperson.

19. NUMBER OF MEETINGS OF THE BOARD:

During the year, the Board met 06 (Six) times to deliberate on various matters. The dates, attendance of
the Directors and other details of the meetings are given in the Report on Corporate Governance. The maximum
interval between any two meetings did not exceed 120 days, as prescribed by the Act and Listing Regulations.

20. AUDIT COMMITTEE:

Details pertaining to composition and re-constitution of the Audit Committee are included in the Report on
Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

21. STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC):

Details pertaining to composition and re-constitution of the Stakeholders and Relationship Committee are included
in the Report on Corporate Governance.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies
Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed
herewith at Annexure III.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the period under review, the Company is having 4 (four) Wholly Owned Subsidiary Companies namely:

1. Ritz Formulations Private Limited

2. Sungrace Pharma Private Limited

3. Azillian Healthcare Private Limited

4. Evagrace Pharma Private Limited

Therefore, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial
statements are applicable to the Company. Further, we have prepared the consolidated financial Statements
of the Company, which forms part of this Annual Report.

A Statement containing salient features of the financial statement of our subsidiaries in the prescribed format
AOC-1 as appended as Annexure IV. In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements including the consolidated financial statements and related information of the Company
are available on our website www.medicointercontinental.com.

Further, the Company has invested in a Joint Venture in F.Y 2024-25 namely:

1. Medico Lab

Further, the Company does not have any Associate Company.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provision of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company
is required to establish a Vigil Mechanism. The Company''s Code of Conduct, Whistle blower and other
Governance Policies lays out the principles of highest ethical standards. The details of the Whistle blower
Policy are provided in the Report on Corporate Governance forming part of this Report.

25. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013
and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure V.

26. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of section 134(5) of the Companies Act, 2013, your Directors state that: -

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) the Directors 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have laid down internal financial controls to be followed by the company and that such

internal financial controls are adequate and were operating effectively

(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

27. 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 period under review, no material orders have been passed by the regulators or courts or tribunals
impacting the going concern status and company''s operation in future.

28. AUDITORS & AUDITORS'' REPORT:

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the annual general
meeting of the Company held on 27th September, 2024 re-appointed V Goswami & Co, Chartered Accountants,
Ahmedabad (Firm Registration No. 128769W) as statutory auditors of the Company for the second term of

5 consecutive years i.e., from the conclusion of Fortieth Annual General Meeting till the conclusion of Forty
Fifth Annual General Meeting, covering one term of five consecutive years.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed
there under for appointment as Auditors of the Company.

The Auditors'' Report for FY 2024-25 does not contain any qualification, reservation or adverse remark. The
Auditors'' Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, the Company has re-appointed Yash Mehta

6 Associates, Practicing Company Secretary (Membership No. F12143 & COP 16535) to undertake the
Secretarial Audit of the Company. Secretarial Audit Report for the FY 2024-25 issued by him in the prescribed
form MR-3 is annexed as Annexure-VI to this report.

Further, as per the applicable provisions of Corporate Governance, there is a requirement to undertake Secretarial
Audit of material unlisted subsidiaries. One of the subsidiaries of the Company, Azillian Healthcare Private
Limited is a material subsidiary; therefore, the Company has appointed Yash Mehta & Associates, Practicing
Company Secretary (Membership No. F12143 & COP 16535) to undertake the Secretarial Audit of the
Company. Secretarial Audit Report for the FY 2024-25 issued by him in the prescribed form MR-3 is annexed
as Annexure-VII to this report.

The Secretarial Audit Report of the Company and its material unlisted subsidiary Company does not contain
any qualification, reservation or adverse remark.

Internal Auditor

MJV & Co, Chartered Accountants, Ahmedabad was re-appointed as an Internal Auditor of the Company for

the Financial Year 2024-25 and the consent regarding such appointment was received from the auditor in this
regard.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1)
of the Companies Act, 2013 are not applicable to our Company.

29. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the
audit committee under section 143(12) of the Companies Act, 2013, any instances of fraud committed against
the Company by its officers or employees, the details of which would need to be mentioned in the Board''s
Report.

30. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025
is available on the Company''s website at www.medicointercontinental.com.

31. CORPORATE GOVERNANCE REPORT:

As required under Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with
a Certificate of Compliance from the Practicing Company Secretary is part of this Report.

32. MANAGEMENTS DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis is set out in
this Annual Report & marked as Annexure-II.

The state of the affairs of the business along with the financial and operational developments has been discussed
in detail in the Management Discussion and Analysis Report.

33. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated
efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize
the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization
Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that
executive management controls risk through means of a properly defined framework. The major risks have
been identified by the Company and its mitigation process/measures have been formulated in the areas such
as business, project execution, event, financial, human, environment and statutory compliance.

34. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal
Committee has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2025, the Company did not receive any complaint of alleged sexual harassment. As on March
31, 2025 no complaints related to sexual harassment are pending for disposal.

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

The Company has neither made any application nor any proceedings pending under The Insolvency and
Bankruptcy Code, 2016 during the year under review. Therefore, there are no details required to be disclosed,
as the said clause is not applicable as on year ended 31st March, 2025.

36. GREEN INITIATIVES:

Electronic Copies of the Annual Report 2024-25 and the notice of the 41st AGM are sent to all members
whose email addresses are registered with the Company / depository participant(s). For members who have
not registered their email addresses, Company has provided facility to register/update the email addresses
with the RTA of the Company on https://www.purvashare.com/. For members who have not registered their
email addresses and ask for physical copies, physical copies are sent in the permitted mode.

37. CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis,
describing the Company''s objectives, projections, estimates and expectations, may constitute forward looking
statements within the meaning of applicable laws and regulations. Although the expectations are based on
reasonable assumptions, the actual results might differ.

38. APPRECIATION / ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication
and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to be
as industry leaders.

The Board places on record its appreciation for the support and co-operation your Company has been receiving
from its business partners and others associated with the Company. It will be the Company''s endeavour to
build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation
with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Investors,
Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

For and on behalf of the Board
Medico Intercontinental Limited

Sd/- Sd/-

Place : Ahmedabad Samir Shah Tanvi Shah

Date : August 14, 2025 Managing Director Director

DIN: 03350268 DIN: 08192047

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company” or “MIL”), along with Audited Financial Statements for the financial year ended 31st March, 2024. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

(Rs. In Lakhs, except per equity share data)

Particulars	Standalone		Consolidated
	For the year ended 31st March		For the year ended 31st March
	2024	2023	2024	2023
Revenue from Operations	4403.68	4888.18	7135.54	7622.55
Other Income	41.66	34.32	40.14	51.20
Total Income	4445.34	4922.50	7175.69	7673.75
Less: Total Expenses	(4142.79)	(4639.15)	(6553.85)	(7097.18)
Profit/Loss before Depreciation, Finance Costs, Exceptional items and Tax expenses	302.55	283.35	621.84	576.57
Less: - Depreciation/Amortization/ Impairment	(17.83)	(8.66)	(28.67)	(20.34)
Profit/Loss before Finance Costs, Exceptional items and Tax expenses	284.72	274.69	593.17	556.23
Less: - Finance Costs	(22.29)	(36.77)	(49.31)	(61.86)
Profit/Loss before Exceptional items and Tax expenses	262.43	237.91	543.85	494.37
Add/(Less): - Exceptional Items	0.00	0.00	0.00	0.00
Profit/Loss before Tax expenses	262.43	237.91	543.85	494.37
Less: - Tax Expense (Current & Deferred)	72.73	67.42	149.14	133.55
Profit/Loss for the year (1)	189.70	170.49	394.71	360.82
Other Comprehensive Income/Loss (2)	0.00	0.00	0.00	0.00
Total (1 2)	189.70	170.49	394.71	360.82
Earnings Per Share (Basic & Diluted)	1.90	2.65	3.95	5.61

2. RESULT OF OPERATIONS & STATE OF COMPANY''S AFFAIR:

The total income of the Company was Rs. 4445.34 Lakhs during current year as against Rs. 4922.50 Lakhs in the previous year. The Company has reported net profit of Rs. 189.70 Lakhs during the year under review as against profit of Rs. 170.49 Lakhs in the previous year. Your Company has performed well and your Directors are relentlessly striving for the betterment of the business and simultaneously your Directors are optimistic about the future and expect the business to perform much better in the forthcoming years.

3. CHANGE IN THE NATURE OF THE BUSINESS:

There is no change in the nature of the business during the year under review.

4. SHARE CAPITAL:

During the year under review, there were no changes in the share capital of the Company.

Share Capital of the Company as on March 31, 2024 was as follows:

Authorized Capital - Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rs. 10 each.

Issued, Subscribed and Paid Up Capital - Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rs. 10 each.

5. DIVIDEND:

For the F.Y 2022-23, the Board of Directors has recommended a dividend of Rs. 0.10/- i.e., 1% per Equity Share. The said recommended dividend has been approved by the Members of the Company at the AGM held on June 30, 2023. The total dividend outgo during F.Y. 2023-24 would amount to Rs. 10 Lakhs.

Pursuant to changes made under the Income-tax Act, 1961, by the Finance Act, 2020, the Company has made the payment of the dividend after deduction of tax at source, being dividends paid or distributed by the Company shall be taxable in the hands of the Members.

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2024 as the Board have considered it financially prudent in the long-term interest of the company so as to reinvest the profits into the business of the company and to build its strong reserve base and assure the growth of the Company in long run.

6. UNPAID / UNCLAIMED DIVIDEND:

Members are hereby informed that under the Act, the Company is required to transfer the dividend which remains unpaid or unclaimed for a period of seven consecutive years or more to the IEPF. The Company has declared dividend for the first time in previous year 2022-23, therefore, there is no such amount of Unpaid or Unclaimed dividend to be transferred to Investor Education and Protection Fund (IEPF).

Amount of Unpaid / Unclaimed Dividend has been transferred into the unpaid Dividend a/c as per the requirement of Companies Act, 2013.

Members who have not encashed the dividend warrants so far in respect of the aforesaid period(s) are requested to make their claim to Purva Sharegistry (India) Private Limited, RTA. Further, the Company sends a voluntary reminder to the shareholders who have not claimed their dividends, on an annual basis.

7. TRANSFER TO RESERVES:

During the period under review, the company has transferred profit of Rs. 189.70 Lakhs to the Reserves of the Company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

The Company has invested in one partnership firm namely Medico Lab and introduce itself as 50% partner in the said firm w.e.f. 09.04.2024. The partnership firm is also having same business segment as that of the Company and after becoming 50% partner in the firm, the firm will be Joint Venture of the Company. Other than this, there were no Material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the report

9. DEPOSIT:

The company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the Financial Year 2023-2024.

Further, for exempted deposits, Company has filed Form DPT-3 as on March 31, 2024 as per the notification issued by the Ministry of Corporate Affairs (MCA) within due course of time.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments have been disclosed in the financial statements which also form part of this report

11. CORPORATE SOCIAL RESPONSIBILITY:

The company has not developed and implemented any Corporate Social Responsibility Initiatives as per the provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as the aforesaid provisions are not applicable to the Company.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure-I”.

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Board has adopted policies and procedures 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 fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The details with respect to internal control systems and internal Audit has been briefed in Management Discussion and Analysis Report, which is annexed herewith as “Annexure-II”.

14. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management.

Further, pursuant to Corporate Governance provisions, the Board of Directors framed and approved the Nomination and Remuneration Policy of the Company which now captures and explains the principles of the overall remuneration including short-term incentive and the long-term incentive payable to the Executive Directors, Key Managerial Personnel, Senior Management, and other employees of the Company.

The Policy also provides guidance on selection and nomination of Directors to the Board of the Company and appointment of the Senior Management Personnel of the Company. The remuneration paid to the Executive Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and the Listing Regulations.

Details pertaining to composition and re-constitution of the Nomination and Remuneration Committee are included in the Report on Corporate Governance. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

15. DIRECTORS:

To comply with the requirement of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Swati Jay Shah shall retire by rotation at the forthcoming Annual General Meeting. Being eligible, she offers herself for re-appointment. Following change occurred during the financial year ended 31st March, 2024:

- Mr. Priyank Lalitbhai Sancheti has been regularized as an Independent Director of the Company pursuant to approval of members in their Annual General Meeting held on 30th June, 2023.

16. KEY MANAGERIAL PERSONNEL:

Mr. Samir Shah continues to be the Managing Director of the Company.

Mr. Dilipkumar Bhogilal Shah continues to be the Chief Executive Officer of the Company.

Mr. Jay Sharadkumar Shah continues to be the Chief Financial Officer of the Company.

Ms. Puneeta Sharma continues to be the Company Secretary & Compliance Officer of the Company.

17. INDEPENDENT DIRECTOR''S DECLARATION:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

18. BOARD EVALUATION:

In terms of provisions of Companies Act, 2013 read with rules issued there under and SEBI (LODR) Regulations 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director''s for the Financial Year 2023-24.

The performance and functioning of the board were 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 committees of the Board were assessed 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 Chairperson was also evaluated on the key aspects of her role.

Separate meeting of independent directors has been held on February 14, 2024 for the FY 2023-24 to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the Chairperson.

19. NUMBER OF MEETINGS OF THE BOARD:

During the year, the Board met 04 (Four) times to deliberate on various matters. The dates, attendance of the Directors and other details of the meetings are given in the Report on Corporate Governance. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and Listing Regulations.

20. AUDIT COMMITTEE:

Details pertaining to composition and re-constitution of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

21. STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC):

Details pertaining to composition and re-constitution of the Stakeholders and Relationship Committee are included in the Report on Corporate Governance.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at Annexure III.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the period under review, the Company is having 4 (four) Wholly Owned Subsidiary Companies namely:

1. Ritz Formulations Private Limited

2. Sungrace Pharma Private Limited

3. Azillian Healthcare Private Limited

4. Evagrace Pharma Private Limited

Therefore, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are applicable to the Company. Further, we have prepared the consolidated financial Statements of the Company, which forms part of this Annual Report.

A Statement containing salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 as appended as Annexure IV. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company are available on our website www.medicointercontinental.com.

Further, the Company does not have any Joint Venture or Associate Company.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provision of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company is required to establish a Vigil Mechanism. The Company''s Code of Conduct, Whistle blower and other Governance Policies lays out the principles of highest ethical standards. The details of the Whistle blower Policy are provided in the Report on Corporate Governance forming part of this Report.

25. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V.

26. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of section 134(5) of the Companies Act, 2013, your Directors state that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) the Directors 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. 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 period under review, no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in future.

28. AUDITORS & AUDITORS'' REPORT:

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the annual general meeting of the Company held on 21st September, 2019 appointed V Goswami & Co, Chartered Accountants, Ahmedabad (Firm Registration No. 128769W) as statutory auditors of the Company from the conclusion of Thirty fifth annual general meeting till the conclusion of Fortieth annual general meeting, covering one term of five consecutive years.

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, M/s. V Goswami & Co, Chartered Accountants, Ahmedabad were re-appointed as the statutory auditors of the Company by the Board of Directors at their meeting held on 25th May, 2024 for the period of five years from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting to be held in the year 2029 subject to approval of shareholders of the Company in ensuing General meeting.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Auditors of the Company.

The Auditors'' Report for FY 2023-24 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, the Company has re-appointed Yash Mehta & Associates, Practicing Company Secretary (Membership No. F12143 & COP 16535) to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the FY 2023-24 issued by him in the prescribed form MR-3 is annexed as Annexure-VI to this report.

Further, as per the applicable provisions of Corporate Governance, there is a requirement to undertake Secretarial Audit of material unlisted subsidiaries. One of the subsidiaries of the Company, Azillian Healthcare Private Limited is a material subsidiary; therefore, the Company has appointed Yash Mehta & Associates, Practicing Company Secretary (Membership No. F12143 & COP 16535) to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the FY 2023-24 issued by him in the prescribed form MR-3 is annexed as Annexure-VII to this report.

The Secretarial Audit Report of the Company and its material unlisted subsidiary Company does not contain any qualification, reservation or adverse remark.

Internal Auditor

MJV & Co, Chartered Accountants, Ahmedabad was re-appointed as an Internal Auditor of the Company for

the Financial Year 2023-24 and the consent regarding such appointment was received from the auditor in this regard.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to our Company.

29. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

30. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at www.medicointercontinental.com.

31. CORPORATE GOVERNANCE REPORT:

As required under Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance from the Practicing Company Secretary is part of this Report.

32. MANAGEMENTS DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis is set out in this Annual Report & marked as Annexure-II.

The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

33. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

34. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2024, the Company did not receive any complaint of alleged sexual harassment. As on March 31, 2024 no complaints related to sexual harassment are pending for disposal.

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

The Company has neither made any application nor any proceedings pending under The Insolvency and Bankruptcy Code, 2016 during the year under review. Therefore, there are no details required to be disclosed, as the said clause is not applicable as on year ended 31st March, 2024.

36. GREEN INITIATIVES:

Electronic Copies of the Annual Report 2023-24 and the notice of the 40th AGM are sent to all members whose email addresses are registered with the Company / depository participant(s). For members who have not registered their email addresses, Company has provided facility to register/update the email addresses with the RTA of the Company on https://www.purvashare.com/. For members who have not registered their email addresses and ask for physical copies, physical copies are sent in the permitted mode.

37. CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

38. APPRECIATION / ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to be as industry leaders.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its business partners and others associated with the Company. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

For and on behalf of the Board Medico Intercontinental Limited

Sd/- Sd/-

Place : Ahmedabad Samir Shah Tanvi Shah

Date : 13th August, 2024 Managing Director Director

DIN: 03350268 DIN: 08192047

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 34^th Annual Report on the business and operations of the Company along with Audited Financial Statements for the financial year ended 31^st March, 2018.

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE):

Particulars	31st March, 2018 (in Rs.)	31st March, 2017 (in Rs.)
Total Income	3,890,630.00	2,02,74,365.00
Less:- Expenditure	3,427,643.70	20,149,503.00
Profit Before Tax for the Year	462,986.30	1,24,862.00
Less:- Tax Expenses	(1,68,242.00)	13,284.00
Profit After Tax for the Year	294,744.30	111,578.00

2. RESULT OF OPERATIONS & STATE OF COMPANY’S AFFAIR:

Your Company has performed modestly in the past year despite challenging economic conditions. Nevertheless, your Directors are optimistic about the future and expect the business to perform well for the forthcoming years. Your Directors are relentlessly striving for the betterment of the business.

3 DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2018 as the Board have considered it financially prudent in the long-term interest of the company so as to reinvest the profits into the business of the company and to build its strong reserve base and assure the growth of the Company in long run.

4. TRANSFER TO RESERVES:

During the period, the company has not transferred any profit into the General Reserve of the Company.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

No material changes and commitments were recorded during the financial year and till the date of this report, which materially affects the financial position of the Company.

6. DEPOSIT:

The company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the Financial Year 2017-2018.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments have been disclosed in the financial statements which also form part of this report.

8. CORPORATE SOCIAL RESPONSIBILITY:

The company has not developed and implemented any Corporate Social Responsibility Initiatives as per the provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as the aforesaid provisions are not applicable to the Company.

9. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure-I”.

10. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The details with respect to internal control systems and internal Audit has been briefed in Management Discussion and Analysis Report, which is annexed herewith as “Annexure-II”.

11. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management.

12. INDEPENDENT DIRECTOR’S DECLARATION

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

13. BOARD EVALUATION:

In terms of provisions of Companies Act, 2013 read with rules issued there under and SEBI (LODR) Regulations 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director’s for the Financial Year 2017-18.

The performance and functioning 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 committees of the Board were assessed 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.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

14. NUMBER OF MEETINGS OF THE BOARD:

During the year, the Board met 05 (Five) times to deliberate on various matters. The Meetings were held on 29/05/2017, 11/08/2017, 14/11/2017, 26/12/2017 & 14/02/2018. The maximum interval between any two meetings did not exceed 120 days.

Sr. No	Name of the Director	No of Meetings held	No. of Meetings attended
1	Bhupendra Thakur*	2	2
2	Kalpak Vora#	2	2
3	Ravi Kharwad	5	5
4	Satishkumar Rajbhar	5	5
5	Rajni Jethalal Shah	5	5
6	Anjali Kharwad$	1	1

* Mr. Bhupendra Thakur ceased to be the director of the company wef. 4^th September, 2017.

# Mr. Kalpak Vora ceased to be the director of the Company w.e.f. 27^th September, 2017.

$ Mrs. Anjali Kharwad was appointed as a Director of the Company w.e.f. 26^th December, 2017.

15. AUDIT COMMITTEE

The primary objective of the audit committee is to monitor and provide an effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. The audit committee oversees the work carried out in the financial reporting process by the Management, the internal auditors and the independent auditors, and notes the processes and safeguards employed by each of them. The audit committee has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the independent auditors in accordance with the law.

Further, as per the provision of section 177 of the Companies Act, 2013, the constitution of Audit Committee is as follow;

Sr. No.	Name of Director	DIN	Category
1	Rajni Jethalal Shah	07008158	Chairman / Independent Director
2	Satish Phoolchand Rajbhar	06798717	Member / Independent Director
3	Ravi Kharwad	02079606	Member / Executive Director

Four meetings of the Audit committee were held during the year. The dates on which the said meetings were held: 29^th May, 2017, 11^th August, 2017, 14^th November, 2017 and 12^th February, 2018.

Sr. No.	Name of Member	No of Meetings held	No. of Meetings attended
1	Rajni Jethalal Shah	4	4
2	Satish Phoolchand Rajbhar	4	4
3	Ravi Kharwad	4	4

16. NOMINATION AND REMUNERATION COMMITTEE:

As per the provision of section 178 of the Companies Act, 2013 the constitution of Nomination and Remuneration Committee is as follow;

Sl. No.	Name of Director	DIN	Position
1	Rajni Jethalal Shah	07008158	Chairman / Independent Director
2	Satish Phoolchand Rajbhar	06798717	Member / Independent Director
3	Ravi Kharwad	02079606	Member / Executive Director

Sr. No.	Name of Member	No of Meetings held	No. of Meetings attended
1	Rajni Jethalal Shah	4	4
2	Satish Phoolchand Rajbhar	4	2
3	Ravi Kharwad	4	3

During the year 4 meetings were held on 29/05/2017, 11/08/2017, 26/12/2017 and 14/02/2018.

17. STAKEHOLDER AND RELATIONSHIP COMMITTEE

As per the provision of section 178 of the Companies Act, 2013 the constitution of Stakeholder and Relationship Committee is as follow;

Sr. No.	Name of Director	DIN	Position
1	Rajni Jethalal Shah	07008158	Chairman / Independent Director
2	Satishkumar Rajbhar	06798717	Member / Independent Director
3	Bhupendra Hari Singh Thakur	05294017	Member / Executive Director
4	Anjali Kharwad	05102340	Member / Non Executive Director

During the year 4 meetings were held on 29/05/2017, 11/08/2017, 26/12/2017 and 14/02/2018.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts ) Rules, 2014 in prescribed Form AOC- 2 is annexed herewith at Annexure III

19. SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES:

The company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, the company has adopted the whistleblower mechanism for directors and employees to report on concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company, during financial year 2018.

21. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure IV.

22. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of section 134(5) of the Companies Act, 2013, your directors state that: -

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) the directors 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 period under review, no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.

24. AUDITORS & AUDITORS’ REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under TDK & Co., Chartered Accountants, were appointed as the statutory auditors of the Company from the conclusion of Annual General Meeting held on 30^th September, 2014 till the conclusion of following six Annual General Meeting subject to ratification of their appointment at every AGM.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company.

The notes on accounts referred to in the auditors’ report are self-explanatory and therefore don’t call for any further comments by the Board of directors.

There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification or explanation.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, Deepak P Singh & Associates (Company Secretaries), (Membership No. 29140) Practicing Company Secretary were appointed as Secretarial Auditors for the financial year 2017-18. The Secretarial Audit Report for the financial year ended on March 31, 2018 is annexed herewith marked as Annexure-V to this Report.

Internal Auditor

Mr. Dipesh Vora, Chartered Accountant was appointed as Internal Auditor of the Company for the Financial Year 2017-18 and the consent regarding such appointment was received from the auditor in this regard.

25. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in MGT-9 is annexed herewith at Annexure VI.

26. MANAGEMENTS DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management’s discussion and analysis is set out in this Annual Report & marked as Annexure-II.

27. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

28. OTHER DISCLOSURE

The Company has shifted its registered office within the same city w.e.f 26^th December, 2017 from B-702, 7th Floor, Neelkanth Business Park, Kirol Village, Near Bus Depot, Vidya Vihar (W) Mumbai- 400086 To Office No. 508, Shree Samarth Plaza Premises, Co-op Soc. LTD, Gupta Bhuvan, R.R.T Road, Mulund (W), Bandra Suburban, Mumbai- 400086.

29. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were raised in the financial year 2017-18.

30. APPRECIATION:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its business partners and others associated with the Company. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

For & on behalf of

Intercontinental Leasing and Finance Company Limited

Place: Mumbai Sd/-

Date: 06/09/2018 Ravi Kharwad

Director

DIN:02079606