Directors Report of Medico Remedies Ltd.

Mar 31, 2025

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

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars	FY 2024-25	FY 2023-24
Total Income	15,363	14,704
Less: Total Expenses	(14,012)	(13,571)
Profit Before Tax	1,350	1,133
Less: Provision for Tax	(341)	(304)
Profit After Tax	1,009	829

2. OVERVIEW OF COMPANYâS 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 Companyâs 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
Regulationsâ).

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 (âthe Boardâ) 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^thJuly, 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 Stakeholdersâ 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 Companyâs 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. DIRECTORSâ 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 âlegitimate purposesâ 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 Companyâs 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 (âthe Actâ), 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 (âCSRâ) 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 Companyâs CSR Policy. The CSR
Policy is available on the Companyâs 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^thAGM 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 Auditorsâ 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^stMarch, 2025.

The Secretarial Audit Report for the financial year ended 31^st March, 2025 is annexed
herewith and marked as âAnnexure - IIâ 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 2025Â¬
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 âAnnexure-
IIIâ 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 armâs 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
âAnnexure - IVâ

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

âAnnexure - Vâ.

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 Companyâs 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^stMarch, 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

(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 Companyâs 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

Mar 31, 2024

The Board of Directors take pleasure in presenting the 30^th Annual Report of Medico Remedies Limited (âCompanyâ) together with the Audited Financial Statements for the Financial Year (âFYâ) ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
Particulars	FY 2023-24	FY 2022-23
Total Income	14,704	14,438
Less: Total Expenses	(13,571)	(13,429)
Profit Before Tax	1,133	1,010
Less: Provision for Tax	(304)	(286)
Profit After Tax	829	724

2. OVERVIEW OF COMPANYâS PERFORMANCE

During the year under review, the Company has recorded total turnover of Rs. 14,492 Lakhs (PY Rs. 14,043 Lakhs). The Net profit after tax of the Company for FY under review is Rs. 829 Lakhs (PY Rs. 724 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 Reserves for the FY 2023-24.

4. DIVIDEND

The Directors have not recommended any dividend for the FY 2023-24.

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, 2024, 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 Companyâs website at https://medicoremedies.com/annual.html

10. DIRECTORS AND KEY MANAGERIAL PERSONNELa) 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 Regulationsâ).

During the FY under review, no changes took place in the composition of the Board.

b) Appointment/Re-appointment of Directors in AGM

In terms of provisions of the Companies Act, 2013, Mr. Harshit Mehta (DIN: 05144280), 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 (âthe Boardâ) recommends his re-appointment for your approval.

The Board at their meeting held on 12^th August, 2024, on the recommendation of Nomination and Remuneration Committee, has approved the continuation of Ms. Rita Mehta as Non-Executive Non-Independent Director of the Company pursuant to the provisions of Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 subject to the approval of Members at the ensuing Annual General Meeting (AGM) of the Company. The Board recommends her continuation of directorship for your approval.

The Board at their meeting held on 12^th August, 2024, on the recommendation of Nomination and Remuneration Committee, has, approved the appointment of Mr. Dayanand Mathapati (DIN: 10741417) as an Executive Director of the Company for a period of three years with effect from 13^th August, 2024 subject to the approval of Members at the ensuing AGM of the Company. The Board recommends his appointment for your approval.

The Board at their meeting held on 12^th August, 2024, on the recommendation of Nomination and Remuneration Committee, has, approved the appointment of Mr. Kunal Vora (DIN: 10741410) as an Independent Director of the Company for a period of five years with effect from 13^th August, 2024 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 30^th 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. Dinesh Modi, Company Secretary are the Key Managerial Personnel of the Company as on 31^st March, 2024.

c) 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.

d) 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.

e) 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.

f) 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 Stakeholdersâ 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.

g) 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 Companyâs Website at https://medicoremedies.com/pdf/policy-of-appointment-medico final.pdf

h) 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. DIRECTORSâ 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 2024 and confirm that:

a. in the preparation of the annual accounts, for financial year 2023-24, 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 âlegitimate purposesâ 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 Companyâs 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 (âthe Actâ), 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 (âCSRâ) 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 2022-23.

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 Companyâs CSR Policy. The CSR Policy is available on the Companyâs 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. AUDITORSa) 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 (Registration no. 109823W) were re-appointed as Statutory Auditors of the Company in 26^th AGM held on 30^thSeptember, 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 Company has received a confirmation from them to the effect that their appointment for the FY 2023-24 is within the prescribed limits u/s 141 of the Companies Act, 2013 and the Rules framed thereunder.

Further the Auditorsâ Report for the financial year ended, 31^st March, 2024 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 has appointed Mr. Haresh Sanghvi, Practising Company Secretary (CoP No. 3675), for conducting Secretarial Audit of the Company for the financial year ended on 31^stMarch, 2024.

The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith and marked as âAnnexure - IIâ to this Report. The said report does not contain any observation or qualification requiring explanation or adverse remark.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2023-24 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 âAnnexure-IIIâ to this Report.

c) Internal Auditor & their reports

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. T. K. Shah & Associates, 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 armâs 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 âAnnexure - IVâ

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, 2024 and is attached to this Report and marked as

âAnnexure - Vâ.

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 Companyâs 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^stMarch, 2024, the Company has not received any complaints of sexual harassment.

26. 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 Companyâs operation in future.

27. 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.

28. 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.

29. 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.

30. 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.

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members

MEDICO REMEDIES LIMITED

(Formerly known as "Medico Remedies Private Limited")

Your Directors have pleasure in presenting the 24th Board''s Report of Medico Remedies Limited ("Company") together with the Audited Financial Statements for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

Particulars	FY 2017-18	FY 2016-17
Total Income	61,93,75,168	54,77,94,419
Total Expenses	60,06,47,612	52,79,17,314
Profit Before Tax	1,87,27,556	1,68,83,105
Provision for Tax	65,25,572	6,01,691
Profit After Tax	1,22,01,984	1,62,81,414

REVIEW OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS

During the year under review, your Company has recorded total turnover of Rs. 61,93,75,168/- (previous year Rs. 54,77,94,419/-) and Net profit after tax Rs. 1,22,01,984/- (previous year Rs. 1,62,81,414/-)

A detailed analysis on the state of Company''s affairs is available in the Management discussion and Analysis Report forming a part of Annual Report.

CHANGE IN NATURE OF BUSINESS

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

To conserve the resources, your Directors have not recommended any dividend for the year ended 31st March, 2018.

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

The Company has not transferred any amount to General Reserves for the financial year 2017-2018.

DIRECTORS AND KMP

The Board is constituted with an optimum combination of Executive and Non-Executive Directors. On 31st March, 2018, The total strength of the Board 8 (Eight) Directors comprising of 5 (Five) Executive Directors and 3 (three) Non-Executive Directors out of which 2 (two) are Woman Director and 3 (three) are Independent Directors.

a) Retirement by rotation

Mr. Haresh Mehta, Director of the Company, will retire by rotation at the ensuing Annual General Meeting in pursuance of Section 152 of the Act and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

As stipulated under the Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), brief resume of the director proposed to be re-appointed is given in the Notice convening the Annual General Meeting.

b) Change in Composition of Board and Key Managerial Personnel

The composition of the Board of Directors and Key Managerial Personnel had undergone following changes during the year under review, which were carried out in compliance with the provisions of the Act and the Listing Regulations.

(i) Mr. Haresh Mehta has been appointed as the "Chairman and Whole-time Director" and "Chief Financial Officer" w.e.f. 15th September, 2017.

(ii) Mr. Harshit Mehta has been appointed as the "Managing Director" w.e.f. 15th September, 2017 for a period of 5 (five) consecutive years.

(iii) Mrs. Rita Mehta, Mr. Rishit Mehta and Mrs. Shweta Mehta has been appointed as "Whole-time Directors" w.e.f. 15th September, 2017.

(iv) Mr. Deepak Vekaria, Mr. Bharat Rathod and Mr. Ramesh Rughani has appointed as Independent Directors w.e.f. 25th September, 2017 for the period of 5 (five) consecutive years.

(v) Mr. Vipul Dubey has been appointed as "Company Secretary & Compliance Officer" w.e.f. 1st September, 2017.

c) Declaration by Independent Director(s)

The Company has received necessary declarations from each Independent Director of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

d) Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company''s business policy and strategy apart from other businesses. During the year under review, 10 (Ten) Board Meetings were held on the following dates: The gap between two Board Meetings did not exceed 120 days.

27/04/2017	21/08/2017	25/09/2017	28/09/2017	06/10/2017
11/12/2017	29/12/2017	16/01/2018	06/02/2018	21/03/2018

Attendance at Board meetings:

Sr. No.	Name of Director	No. of Meetings attended
1	Mr. Haresh Mehta	10/10
2	Mr. Harshit Mehta	10/10
3	Mrs. Rita Mehta	10/10
4	Mr. Rishit Mehta	10/10
5	Mrs. Shweta Mehta	10/10
6	Mr. Deepak Vekaria *	7/9
7	Mr. Ramesh Rughani *	7/9
8	Mr. Bharat Rathod*	7/9

* Appointed as Independent Directors w.e.f. 25th September, 2017.

BOARD EVALUATION

The provisions of the Act states that formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the individual Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Act and Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 06th February, 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as a whole.

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 composition, terms of reference and other such necessary details of these Board level committees are as under:

a) Audit Committee

The Audit Committee was constituted by your Board on 25th September, 2017 in accordance with Section 177 of the Act. As on 31st March, 2018, the Committee comprises of 2 (two) Independent Directors and 1 (one) Executive Director. The Chairman of the Committee is an Independent Director. Mr. Vipul Dubey acts as the Secretary to the Committee.

The Members of the Committee are well versed in finance matters, accounts, company law and general business practices.

Constitution and Meetings attendance

No meetings of the Committee were held during the year under review. The constitution of the Audit Committee is as under:

Sr. No.	Name of Member	Category	Designation
1	Mr. Deepak Vekaria	Independent Director	Chairman
2	Mr. Ramesh Rughani	Independent Director	Member
3	Mr. Haresh Mehta	Whole-time Director	Member

Terms of Reference

The brief terms of reference of this Committee are as under -

a) Oversight of the Issuer''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

b) Recommending to the Board, the appointment, re-appointment and, if required the replacement or removal of the statutory auditor and the fixation of audit fees.

c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors

d) Reviewing, with the management, the annual financial statements before submission to the board for approval, with reference to:

â¢â¢ Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub-section 3 of Section 134 of the Act

â¢ Changes, if any, in accounting policies and practices and reasons for the same

â¢ Major accounting entries involving estimates based on the exercise of judgment by management

â¢ Significant adjustments made in the financial statements arising out of audit findings ,â¢ Compliance with listing and other legal requirements relating to financial statements ,â¢ Disclosure of any related party transactions

Qualifications in the draft audit report.

e) Reviewing, with the management, the half yearly financial statements before submission to the board for approval

f) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter

g) Review and monitor the auditor''s independence and performance, and effectiveness of audit process h) Approval or any subsequent modification of transactions of the Company with related parties

i) Scrutiny of inter-corporate loans and investments

j) Valuation of undertakings or assets of the Company, wherever it is necessary

k) Evaluation of internal financial controls and risk management systems

1) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems m) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit

n) Discussion with internal auditors any significant findings and follow up there on o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board p) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post post-audit discussion to ascertain any area of concern q) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors r) To review the functioning of the Whistle Blower mechanism s) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate t) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee

Vigil Mechanism (Whistle Blower Policy)

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

b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted by your Board on 25th September, 2017 in accordance with Section 178 of the Act. As on 31st March, 2018, the Committee comprises of 3 (three) Independent Directors Mr. Vipul Dubey acts as the Secretary to the Committee.

Constitution and Meetings Attendance

No meetings of the Committee were held during the year under review. The constitution of the Nomination and Remuneration Committee is as under:

Sr. No.	Name of Member	Category	Designation
1	Mr. Ramesh Rughani	Independent Director	Chairman
2	Mr. Deepak Vekaria	Independent Director	Member
3	Mr. Bharat Rathod	Independent Director	Member

Terms of Reference

The brief terms of reference of this committee are as under -

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b) Formulation of criteria for evaluation of Independent Directors and the Board;

c) Devising a policy on Board diversity

d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

Nomination and Remuneration Policy

The Remuneration Policy recommended by Nomination and Remuneration Committee has been accepted by the Board of Directors. This policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and other employees of the Company and the same has been is annexed to this Report and marked as "Annexure-II" and is also available on the Company''s website www.medicoremedies.com.

Familiarization Program for Independent Directors

Your Company has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook.

c) Stakeholders'' Relationship Committee:

The Stakeholders'' Relationship Committee was constituted by your Board on 25th September, 2017 in accordance with Section 178 of the Act. As on 31st March, 2018, the Committee comprises of 3 (three) Directors out of which 2 (two) Executive Directors and 1 (one) Independent Directors. The Chairman of the Committee is an Independent Director. Mr. Vipul Dubey acts as the Secretary to the Committee and as a Compliance Officer of the Company.

Constitution and Meetings Attendance

No meetings of the Committee were held during the year under review. The constitution and of the Stakeholders'' Relationship Committee is as under:

Sr. No.	Name of Member	Category	Designation
1	Mr. Bharat Rathod	Non-Executive Independent Director	Chairman
2	Mr. Harshit Mehta	Managing Director	Member
3	Mr. Rishit Mehta	Whole-time Director	Member

Terms of Reference:

The brief terms of reference of this committee are as under-

a) Allotment and listing of our shares in future

b) Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates

c) Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures

d) Reference to statutory and regulatory authorities regarding investor grievances

e) To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

f) And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above

powers.

Details of Investors Complaints received during F.Y. 2017-2018:

Sr. No.	Nature of Complaints	No. of Complaints Received	No. of Complaints Redressed	Pending Complaints
1.	Non-Receipt of dividends
2.	Non-receipt of shares lodged for transfer/ transmission		NIL
3.	Non- Receipt of Annual Report

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO;

The details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as below:

A. CONSERVATION OF ENERGY

(i) Steps taken by the Company on conservation of energy:

Many steps towards energy conservation has taken & implemented successfully

a.Automatic power factor control (APFC) panel installed to ensure power factor more than 99.5%.

b.All MS lines of compressed air replaced by PPRC lines to stop leakages. This stops minute leakages due to

corrosion & substantial power is saved.

c. Water quality is improved to reduce scaling of lines, hence increased cooling effect d.Old inefficient air compressor is replaced by new latest technology based air compressor to improve efficiency.

e. Additionally, company is planning to install boiler and generator of high capacity, to improve output with fuel efficiency.

B. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

(i) The efforts made towards technology absorption:

a. Company has invited quotations from various suppliers to install solar panels on the roof of factory building. This will save electricity bill every month substantially to large extent.

b. Company has installed zero discharge ETP system to protect environment and control pollution. (ii) The expenditure incurred on Research & Development:

Company has talented and skilful experienced person to develop new formulations with stability and efficacy of product as well as doing R & D to improve existing formulations to make it cost effective and more stable during shelf life.

C. FOREIGN FXCHANGE EARNING AND OUTGO :

Particulars during the FY 2017-18	Amount
Foreign exchange earnings (value of export)	47,19,55,331
Foreign exchange outgo (value of import)	30,58,927

RISK MANAGEMENT

For your Company, Risk Management is an integral and important component of Corporate Governance. The Board ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business to mitigate all elements of risks which the Company may be exposed to.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. 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 Control.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of Companies Act, 2013 are not applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT;

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Directors of your Company state and confirm that:

a. in the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards have 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 as at March 31, 2018 and of the profit and loss of the company for the year ended on that date;

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.

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 (Registration no. 109823 W) were appointed as Statutory Auditors of the Company from the conclusion of the 21st Annual General Meeting (AGM) of the Company till the conclusion of the 26th AGM, subject to ratification of their appointment at every AGM. The Board recommends the ratification of appointment of M/s. V. J. Shah & Co., Chartered Accountants, subject to ratification at the ensuing AGM of the Company.

The Company has received a confirmation from them to the effect that their appointment, if made, would be within the prescribed limits U/S 141 of the Companies Act, 2013 and the Rules framed thereunder. 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 Act. Further the Auditors'' Report for the financial year ended, 31st March, 2018 is annexed herewith for your kind perusal and information.

b) Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act read with the rules framed thereunder, the Company has appointed Mr. Haresh Sanghvi, Practising Company Secretary, , for conducting Secretarial Audit of the Company for the financial year ended on 31st March, 2018.

Secretarial Audit Report issued by Mr. Haresh Sanghvi in Form MR-3 forms part to this report Annexure-

III. The said report does not contain any observations or qualifications requiring explanation or adverse remarks.

PARTICULARS OF LOANS. GUARANTEE AND INVESTMENTS;

The Company has not granted any loan, guarantee, or made any investments during the year ended 31st March 2018 under Sectionl86 of the Act and rules made thereunder. Disclosure on particulars relating to loans, advances and investments are provided as part of the financial statements.

SEXUAL HARASSMENT OF WOMEN 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. During the year under review, the Company has not received any complaints of sexual harassment.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

a) Initial Public Offer:

The Company has made Public Issue for 10,99,200 Equity Shares of Rs. 10/- each for cash at a price of Rs 100/-per share aggregating to Rs. 10,99,20,000/-, consisting of Fresh Issue of Rs.9,49,200 equity shares aggregating to Rs. 9,49,20,000/- and an offer for sales of 1,50,000 equity shares by the selling shareholders aggregating to Rs. 1,50,00,000/-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is annexed to this Report as "Annexure-IV".

CORPORATE GOVERNANCE

Since the Company has listed its securities on SME platform, the provisions of Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of Schedule V of the Listing Regulations, are not applicable to the Company for the financial year ended 31st March, 2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There were no significant and material orders passed by the Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations.

PREVENTION OF INSIDER TRADING;

The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Companywww.medicoremedies.com

GENERAL DISCLOSURES

a) Related Party Transactions

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. 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.

b) Particulars of Employees;

Disclosures pertaining to remuneration and other details are 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 31st March, 2018 and is annexed to this Report and marked as "Annexure V".

During the financial year 2017-18, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197( 12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

c) Appointment of Registrar and Share Transfer Agent;

The Company had appointed Cameo Corporate Services Limited as Registrar and Transfer Agent (RTA). The Company''s RTA have adequate infrastructure to process investor grievances with regards to transfers, transmission and other such matters.

c) Change in Registered Office

During the year under review, the Company has shifted its registered office from 50, Juhu Supreme Shopping Center, Gulmohar Cross Road No. 9, Juhu, Mumbai - 400049 to 1105/1106, 11th Floor, Hubtown Solaris, Opp. Telli Galli, N S Phadke Marg, Andheri East, Mumbai - 400069 within local limits w.e.f. 19th April, 2018

STATUTORY COMPLIANCES

The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Managing Director. The Company ensures compliance of the Act, Listing Regulations and various statutory authorities on quarterly basis in the Board Meeting.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company and the positive co-operation extended by Banks, Government Authorities, Customers and various other stakeholders. Your Directors also wish to place on record their deep gratitude towards the shareholders for their continued support and confidence.

	For and on behalf of the Board
	Sd/-
	Haresh Mehta
Date: 24th August, 2018	Chairman & Whole-Time Director
Place: Mumbai	DIN: 01080289

ANNEXURE-I

FORM NO. MGT-9

Extract of the Annual Return as on the financial year ended March 31st, 2018

(Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014)

I. REGISTRATION AND OTHER DETAILS i. CIN: L24230MH1994PLC077187

ii. Registration Date: 18/03/1994

iii. Name of the Company: MEDICO REMEDIES LIMITED

iv. Category: Company Limited by shares

Sub-Category of the Company: Indian Non-Government Company

v. Address of the Registered Office and contact details:

1105/1106,11th Floor, Hubtown Solaris, Opp. Telli Galli, N S Phadke Marg, Andheri East, Mumbai 400069. Tel.: 022-26821055, Fax: 022-2628 1059 Email: [email protected] Website: www.medicoremedies.com

vi. Whether Listed Company: Yes, Listed on BSE Limited.

vii. Name, Address and Contact details of Registrar and Transfer Agent: Cameo Corporate Services Limited

" Subramanian Building" No. 1

Club House Road, Chennai 600002

Website: www.cameoindia.com

Tel: 044 - 28460390; Email id - [email protected]

II.PRINCIPAL BUSINESS ACTIVITIES

All the business activities contributing 10 % or more of the total turnover of the Company

Sr. No.	Name and Description of main products	NIC Code of the Product	% to total turnover of the Company
1	Manufacture of allopathic pharmaceutical preparations	22203	100

III. PARTICULAR OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr No	Name and Address	CIN/GLN	Holding/ Associate	Subsidiary	% of Shares Held	Applicable Section
Not Applicable

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

I Category-wise Share Holding

Category of shareholders	No. of shares held at the beginning of the year (As on 01.04.2017)				No. of shares held at the end of the year (As on 31.03.2018)				% Change during the year
	Demat	Physical	Total	% of total Shares	Demat	Physical	Total	% of total Shares	% Change during the year
A. Promoters
(1) Indian
a) Individiial/HUF	-	3186860	3186860	99.59	3042860	-	3042860	73.34	(26.25)
b) Central Govt	-	-	-	-		-	-	-	-
c) State Govt(s)	-	-	-	-		-	-	-	-
d) Bodies Corp.	-	-	-	-	-	-	-	-	-
e) Banks /FI	-	-	-	-	-	-	-	-	.
f) Any Other....	-	-	-	-	-	-	-	-	-
Sub-total (A) (1)	-	3186860	3186860	99.59	3042860	-	3042860	73.34	(26.25)

(2) Foreign
a) NRIs - Individuals	-	-	-	-	-	-	-	-	.
b) Other -Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corp.	-	-	-	-	-	-	-	-	-
d) Banks /FI	-	-	-	-	-	-	-	-	-
e) Any Other....	-	-	-	-	-	-	-	-	-
Sub-total (A) (2):	.	.	.	.	.	.	.	.	.
Total shareholding of Promoter (A) =(A)(1) (A)(2)		3186860	3186860	99.59	3042860		3042860	73.34	(26.25)

B. Public Shareholding
1. Institutions
a) Mutual Funds	-	-	-	-	-	-	-	-	-
b) Banks /FI	-	-	-	-	-	-	-	-	-
c) Central Govt	-	-	-	-	-	-	-	-	-
d) State Govt(s)	.	.	.	.	.	.	.	.	.
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
f) Insurance Companies	-	-	-	-	-	-	-	-	-
g) FIIs	-	-	-	-	-	-	-	-	-
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i) Others	.	-	-	-	-	-	-	-	-
Sub-total (B)(1):-	-	-	-	-	-	-	-	-	-

Category of shareholders	No. of shares held at the beginning of the year (As on 01.04.2017)				No. of shares held at the end of the year (As on 31.03.2018)				% Change during the year
	Demat	Physical	Total	% of total Shares	Demat	Physical	Total	% of total Shares	% Change during the year

2. Non-Institutions
a) Bodies Corp.
i) Indian	-	20	20	0.00	721200	20	721220	17.38	17.38
ii) Overseas	-	-	-	-	-	-	-	-	-
b) Individuals
i) Individual shareholders holding nominal share capital upto 1 lakh		13120	13120	0.41	257800	80	257880	6.22	5.81
ii) Individual shareholders holding nominal share capital in excess of 11 llakh					36000		36000	0.87	0.87
c) Others (specify)
Trusts	.	.	.	.	.	.	.	.	-
Clearing member	-	-	-	-	14400	-	14400	0.35	0.35
Market Maker	.	.	.	.	-	-	-	-	-
Foreign Nationals	.	.	.	.	-	-	-	-
Non Resident Indians(Repat)	-	-	-	-	-	-	-	-	-
Non Resident Indians(Non Repat)	-	-	-	-	4800	-	4800	0.12	0.12
Foreign Companies	.	.	.	.	-	-	-	-	.
Bodies Corporate	-	-	-	-	-	-	-	-	-
Overseas Corporate Bodies	-	-	-	-	-	-	-	-	-
Independent Directors	-	-	-	-	-	-	-	-	-
HUF	.	.	.	.	72000	40	72040	1.74	1.74
Sub-total (B)(2):	-	13140	13140	0.41	1106200	140	1106340	26.66	26.25
Total Public Shareholding (B)=(B)(1) (B)(2)		13140	13140	0.41	1106200	140	1106340	26.66	26.25
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A B C)		3200000	3200000	100.00	4149060	140	4149200	100	-

(ii) Shareholding of Promoters

Shareholders Name	No. of shares held at the beginning of the year (As on 01.04.2017)			No. of shares held at the end of the year (As on 31.03.2018)			% Change in share holding during the year
Shareholders Name	No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares	% Change in share holding during the year
Haresh Mehta	747000	23.34	-	687000	16.55	-	(6.79)
Haresh Mehta HUF	503600	15.74	-	493600	11.90	-	(3.84)
Rita Haresh Mehta	491400	15.36	-	431400	10.40	-	(4.96)
Rishit Mehta	393860	12.31	-	393860	9.49	-	(2.82)
Harshit Mehta	398000	12.44	-	378000	9.11	-	(3.33)
Shweta Mehta	342000	10.69	-	363000	8.75	-	(1.94)
Priyal Rishit Mehta	260000	8.13	-	260000	6.27	-	(1.86)
Harshit H Mehta HUF	36000	1.13	-	36000	0.87	-	(0.26)

(iii) Change in Promoters'' Shareholding (please specify, if there is no change)

	Shareholding at the beginning of the year (As on 01.04.2017)		Cumulative Shareholding during the year (As on 31.03.2018)
	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
Mr. Haresh Mehta
At the beginning of the year	747000	23.34	747000	23.34
Changes during the year
Less: Offer for sale in the IPO	(60000)	(1.87)	687000	16.55
At the End of the year	687000	16.55	687000	16.55

Haresh Mehta HUF
At the beginning of the year	503600	15.74	503600	15.74
Changes during the year
Less: Offer for sale in the IPO	(10000)	(0.31)	493600	11.90
At the End of the year	493600	11.90	493600	11.90

Mrs. Rita Haresh Mehta
At the beginning of the year	491400	15.36	491400	15.36
Changes during the year
Less: Offer for sale in the IPO	(60000)	(1.87)	431400	10.40
At the End of the year	431400	10.40	431400	10.40

Mr. Rishit Mehta
At the beginning of the year	393860	12.31	393860	12.31
Changes during the year	NO CHANGES DURING THE YEAR
At the End of the year	393860	9.49	393860	9.49

Mr. Harshit Mehta
At the beginning of the year	398000	12.44	398000	12.44
Changes during the year
Less: Offer for sale in the IPO	(20000)	(0.62)	378000	9.11
At the End of the year	378000	9.11	378000	9.11

	Shareholding at the beginning of the year (As on 01.04.2017)		Cumulative Shareholding during the year (As on 31.03.2018)
	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
Mrs. Shweta Mehta
At the beginning of the year	342000	10.69	342000	10.69
Changes during the year
Add: Transfer (25/12/2017)	5000	0.16	347000	10.84
Add: Transfer (25/12/2017)	10000	0.31	357000	11.16
Add: Transfer (25/12/2017)	6000	0.19	363000	11.34
At the End of the year	363000	8.75	363000	8.75
Mrs. Priyal Rishit Mehta
At the beginning of the year	260000	8.13	260000	8.13
Changes during the year	NO CHANGES DURING THE YEAR
At the End of the year	260000	6.27	260000	6.27
Harshit Mehta HUT
At the beginning of the year	36000	1.13	36000	1.13
Changes during the year	NO CHANGES DURING THE YEAR
At the End of the year	36000	0.87	36000	0.87

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

	Shareholding at the beginning of the year (As on 01.04.2017)		Cumulative Shareholding during the Year (As on 31.03.2018)
	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1. Shri Parasram Holdings Pvt. Ltd.
At the beginning of the year	0	0	0	0
Changes during the year
Add: Transfer (16/02/2018)	265200	6.39	265200	6.39
At the End of the year	265200	6.39	265200	6.39

2. Aryaman Capital Markets Limited
At the beginning of the year	0	0	0	0
Changes during the year
Add: Transfer (05/02/2018)	57600	1.39	57600	1.39
Add: Transfer (16/02/2018)	136800	3.30	194400	4.69
Less: Transfer (23/02/2018)	(4800)	(0.12)	189600	4.57
Add: Transfer (02/03/2018)	7200	0.17	196800	4.74
Less: Transfer (09/03/2018)	(7200)	(0.17)	189600	4.57
Add: Transfer (16/03/2018)	22800	0.55	212400	5.12
Add: Transfer (23/03/2018)	8400	0.20	220800	5.32
Less: Transfer (30/03/2018)	(40800)	(0.98)	180000	4.34
At the End of the year	180000	4.34	180000	4.34

3. Aryaman Capital Markets Limited
At the beginning of the year	0	0	0	0
Changes during the year
Add: Transfer (30/03/2018)	13200	0.32	13200	0.32
At the End of the year	13200	0.32	13200	0.32
4. Overskud Multi Asset Management Private Limited
At the beginning of the year	0	0	0	0
Changes during the year
Add: Transfer (16/02/2018)	46800	1.13	46800	1.13
Add: Transfer (23/02/2018)	9600	0.23	56400	1.36
Add: Transfer (30/03/2018)	84000	2.02	140400	3.38
At the End of the year	140400	3.38	140400	3.38

5. Mukesh Commotrade Ltd
At the beginning of the year	0	0	0	0
Changes during the year
Add: Transfer (23/02/2018)	121200	2.92	121200	2.92
At the End of the year	121200	2.92	121200	2.92

6. Rameshchandra Dhirajlal Shah
At the beginning of the year	0	0	0	0
Changes during the year
Add: Transfer (30/03/2018)	31200	0.75	31200	0.75
At the End of the year	31200	0.75	31200	0.75

7. Babulal Vadilal Shah
At the beginning of the year	0	0	0	0
Changes during the year
Add: Transfer (16/02/2018)	30000	0.72	30000	0.72
At the End of the year	30000	0.72	30000	0.72

8. Maxgrowth Capita Private Limited
At the beginning of the year	0	0	0	0
Changes during the year
Add: Transfer (16/02/2018)	14400	0.35	14400	0.35
At the End of the year	14400	0.35	14400	0.35

9. Jagdish Dedhia
At the beginning of the year	0	0	0	0
Changes during the year
Add: Transfer (16/02/2018)	13200	0.32	13200	0.32
At the End of the year	13200	0.32	13200	0.32

10. Namrata Sajankumar Bajaj
At the beginning of the year	0	0	0	0
Changes during the year
Add: Transfer (16/03/2018)	21600	0.52	21600	0.52
Less: Transfer (30/03/2018)	(9600)	(0.23)	12000	0.29
At the End of the year	12000	0.29	12000	0.29

(v) Shareholding of Directors and Key Managerial Personnel:

	Shareholding at the beginning of the year (As on 01.04.2017)		Cumulative Shareholding during the Year (Ason 31. 03.2018)
	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
Mr. Haresh Mehta (Chairman &CFO)
At the beginning of the year	747000	23.34 \|	747000	23.34
Changes during the year
Less: Offer for sale in the IPO	(60000)	(1.87)	687000	16.55
At the End of the year	687000	16.55	687000	16.55

Mr. Harshit Mehta(Managing Director)
At the beginning of the year	398000	12.44	398000	12.44
Changes during the year
Less: Offer for sale in the IPO	(20000)	(0.62)	378000	9.11
At the End of the year	378000	9.11	378000	9.11

Mrs Rita Mehta(Woman and Whole-time Director)**
At the beginning of the year	491400	15.36 \|	491400 \|	15.36
Changes during the year
Less: Offer for sale in the IPO	(60000)	(1.87)	431400	10.40
At the End of the year	431400	10.40	431400	10.40

Mrs.Shweta Mehta (Woman and Whole -time Director)
At the beginning of the year	342000	10.69	342000	10.69
Changes during the year
Add: Transfer (25/12/2017)	5000	0.16	347000	10.84
Add: Transfer (25/12/2017)	10000	0.31	357000	11.16
Add: Transfer (25/12/2017)	6000	0.19	363000	11.34
At the End of the year	363000	8.75	363000	8.75

Mr. Rishit Mehta (Whole- time Director)
At the beginning of the year	393860	12.31	393860	12.31
Changes during the year	No Changes during the year
At the End of the year	393860	9.49	393860	9.49

Mr. Deepak Vekaria*(lndependent Director)
At the beginning of the year	NIL	NIL	NIL	NIL
Changes during the year	No Changes during the year
At the End of the year	NIL	NIL	NIL	NIL

Mr. Ramesh Rughani* (Independent Director)
At the beginning of the year	NIL	NIL	NIL	NIL
Changes during the year	No Changes during the year
At the End of the year	NIL	NIL	NIL	NIL

Mr. Bharat Rathod*(Independent Director)
At the beginning of the year	NIL	NIL	NIL	NIL
Changes during the year	No Changes during the year
At the End of the year	NIL	NIL	NIL	NIL

Mr.Vipul Dubey (Company Secretary) *
At the beginning of the year	NIL	NIL	NIL	NIL
Changes during the year	No Changes during the year
At the End of the year	NIL	NIL	NIL	NIL

*Mr. Deepak Vekaria, Mr. Bharat Rathod and Mr. Ramesh Rughani have been appointed as Independent Director w.e.f 25th September, 2017

# Mr. Vipul Dubey has been appointed as Company Secretary w.e.f. 1st September, 2017

**Redesignated as Non-Executive Director w.e.f. 1st July, 2018

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

				(In Lakhs)
	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year i.e. 1st April, 2017
i) Principal Amount	990.91	883.35	-	1874.26
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i ii iii)	990.91	883.35	-	1874.26

Change in Indebtedness during the financial year
â¢ Addition	60.64	_	_	60.64
â¢ Reduction	-	(747.11)	-	(747.11)
Net Change	(60.64)	(747.11)	-	(686.47)

Indebtedness at the end of the financial year i.e. 31st March, 2018
i) Principal Amount	1051.55	136.24	.	1187.79
ii) Interest due but not paid
iii) Interest accrued but not due	-	-	-	-
Total (i ii iii)	1051.55	136.24	-	1187.79

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

						(In Lakhs)
Particulars of Remuneration	Mr. Haresh Mehta (Whole-time Director)	Mr. Harshit Mehta (Managing Director)	Mr. Rishit Mehta (Whole-time Director)	Mrs. Shweta Mehta (Whole-time Director)	Mrs. Rita Mehta (Whole-time Director)	Total Amount
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	27	24	21	21	18	111
(b) Value of	-	-	-	-	-	-
perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
Stock Option	-	-	-	-	-	-
Sweat Equity	-	-	-	-	-	-
Commission -as % of profit - others
Others	-	-	-			-
Total	27	24	21	21	18
Total (A)			111
Ceiling as per the Act			Within the limits as approved by the Shareholders

B. Remuneration to other directors:

			(In Lakhs)
Particulars of Remuneration	Total Amount
Independent Directors	Mr. Deepak* Vekaria	Mr. Bharat* Rathod	Mr. Ramesh* Rughani
â¢ Fee for attending board / committee meetings	-	-	-
â¢ Commission	-	-	-
â¢ Others	-	-	-
Total (1)	-	-	-

Total (B)=(l 2)	-
Total Managerial Remuneration (A B)	111
Overall Ceiling as per the Act	NA**

*Mr. Deepak Vekaria, Mr. Bharat Rathod and Mr. Ramesh Rughani have been appointed as Independent Director w.e.f 25th September, 2017

** The Remuneration to the Managerial Personnel is given as per Schedule V of the Companies Act, 2013

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

	(In lakhs)
Particulars of Remuneration	Key Managerial Personnel	Total Amount
	Mr. Vipul Dubey# (Company Secretary)
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	0.94	0.94
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	-
Stock Option	-	-
Sweat Equity	-	-
Commission	-	-
- as % of profit
- others
Others	-	-
Total	0.94	0.94

# Mr. Vipul Dubey has been appointed as Company Secretary w.e.f. 1st September, 2017

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty/Punishment/ Compounding fees imposed	Authority [RD/NCLT/Court]	Appeal made, if any (give details)
A. COMPANY
Penalty
Punishment			NONE
Compounding
B. DIRECTORS
Penalty
Punishment			NONE
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment			NONE
Compounding

ANNEXURE - II

POLICY FOR APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

1. Preamble:

1.1 The remuneration policy provides a framework for remuneration paid to the members of the Board of Directors ("Board"), Key Managerial Personnel ("KMP") and the Senior Management Personnel ("SMP") of the Company (collectively referred to as "Executives"). The expression "senior management" means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

1.2 The policy would be reviewed every year by the Nomination and Remuneration Committee of the Board of Directors.

2. Aims & Objectives

2.1 The aims and objectives of this remuneration policy may be summarized as follows:

2.1.1 The remuneration policy aims to enable the company to attract, retain and motivate highly qualified members for the Board and Executive level.

2.1.2 The remuneration policy seeks to enable the company to provide a well balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.

2.1.3 The remuneration policy will ensure that the interests of Board members & Executives are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the company and will be consistent with the "pay-for-performance" principle.

2.1.4 The remuneration policy will ensure that remuneration to Directors and Executives involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

3. Principles of remuneration

3.1 Support for Strategic Objectives: Remuneration and reward frameworks and decisions shall be developed in a manner that is consistent with, supports and reinforces the achievement of the Company''s vision and strategy.

3.2 Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance with appropriate levels of confidentiality.

3.3 Internal equity: The Company shall remunerate the board members and the Executives in terms of their roles within the organisation. Positions shall be formally evaluated to determine their relative weight in relation to other positions within the Company.

3.4 External equity: The Company strives to pay an equitable remuneration, capable of attracting and retaining high quality personnel. Therefore the Company will remain logically mindful of the ongoing need to attract and retain high quality people and the influence of external remuneration pressures.

3.5 Flexibility: Remuneration and reward offerings shall be sufficiently flexible to meet both the needs of individuals and those of the Company whilst complying with relevant tax and other legislation.

3.6 Performance-Driven Remuneration: The Company shall entrench a culture of performance driven remuneration through the implementation of the Performance Incentive System.

3.7 Affordability and Sustainability: The Company shall ensure that remuneration is affordable on a sustainable basis.

4. Nomination and Remuneration Committee

4.1 Members of the Committee shall be appointed by the Board and shall comprise of three or more nonexecutive directors out of which not less than one-half shall be independent directors.

4.2 The Committee shall be responsible for

4.2.1 Formulating framework and/or policy for remuneration, terms of employment including service contracts, policy for and scope of pension arrangements, etc for Executives and reviewing it on a periodic basis;

4.2.2 Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Director.

4.2.3 Identifying persons who are qualified to become directors and who may be appointed as Executives in accordance with the criteria laid down in this policy, recommend to the Board their appointment and removal and carry out their evaluation.

4.2.4 Formulating terms for cessation of employment and ensure that any payments made are fair to the individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognized.

4.3 The Committee shall:

4.3.1 review the ongoing appropriateness and relevance of the remuneration policy;

4.3.2 ensure that all provisions regarding disclosure of remuneration, including pensions, are fulfilled;

4.3.3 obtain reliable, up-to-date information about remuneration in other companies;

4.3.4 ensure that no director or Executive is involved in any decisions as to their own remuneration.

4.4 Without prejudice to the generality of the terms of reference to the Nomination and Remuneration Committee set out above, the Committee shall:

4.4.1 operate the Company''s share option schemes (if any) or other incentives schemes (if any) as they apply to. It shall recommend to the Board the total aggregate amount of any grants to employees (with the specific grants to individuals to be at the discretion of the Board) and make amendments to the terms of such schemes (subject to the provisions of the schemes relating to amendment);

4.4.2 liaise with the trustee / custodian of any employee share scheme which is created by the Company for the benefit of employees or Directors and Director should possess the highest personal and professional ethics, integrity and

4.4.3 review the terms of executive Directors'' service contracts from time to time.

5. Procedure for selection and appointment of the Board Members

5.1 Board membership criteria: The Committee, along with the Board, reviews on an annual basis, appropriate skills, characteristics and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience in business, government, academics, technology and in areas that are relevant for the Company''s global operations. In evaluating the suitability of individual Board members, the Committee takes into account many factors, including general understanding of the Company''s business dynamics, global business and social perspective, educational and professional background and personal achievements. In addition, Directors must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. They must have the aptitude to critically evaluate management''s working as part of a team in an environment of collegiality and trust. The Committee evaluates each individual with the objective of having a group that best enables the success of the Company''s business.

5.2 Selection of Board Members/ extending invitation to a potential director to join the Board

6. Procedure for selection and appointment of Executives other than Board Members

6.1 The Committee shall actively liaise with the relevant departments of the Company to study the requirement for management personnel, and produce a written document thereon;

6.2 The Committee may conduct a wide-ranging search for candidates for the positions of Employees within the Company, within enterprises controlled by the Company or within enterprises in which the Company holds equity, if any, and on the human resources market;

6.3 The professional, academic qualifications, professional titles, detailed work experience and all concurrently held positions of the initial candidates shall be compiled as a written document;

6.4 A meeting of the Committee shall be convened, and the qualifications of the initial candidates shall be examined on the basis of the conditions for appointment of the Employees;

6.5 Before the selection of Employee, the recommendations of and relevant information on the relevant candidate(s) shall be submitted to the Board of Directors;

6.6 The Committee shall carry out other follow-up tasks based on the decisions of and feedback from the Board of Directors. One of the roles of the Committee is to periodically identify competency gaps in the Board, evaluate potential candidates as per the criteria laid above, ascertain their availability and make suitable recommendations to the Board. The objective is to ensure that the Company''s Board is appropriate at all points of time to be able to take decisions commensurate with the size and scale of operations of the Company. The Committee also identifies suitable candidates in the event of a vacancy being created on the Board on account of retirement, resignation or demise of an existing Board member. Based on the recommendations of the Committee, the Board evaluates the candidate(s) and decides on the selection of the appropriate member. The Board then makes an invitation (verbal / written) to the new member to join the Board as a Director. On acceptance of the same, the new Director is appointed by the Board.

7. Compensation Structure

7.1 Remuneration to Non-Executive Directors:

The Non-executive Directors of the company are paid remuneration by way of sitting fees only for attending the meetings of the Board of Directors and its Committees. The sitting fees paid to the Nonexecutive Directors for attending meetings of Board of Directors and Audit Committee of Board of Directors will be as per industrial norms and mutually agreed from time to time. Beside the sitting fees they are also entitled to reimbursement of expenses. The Non-executive Directors of the Company are not paid any other remuneration or commission. The sitting fees of the Non-executive Directors for attending meetings of Board of Directors and the Committees of Board of Directors may be modified or implemented from time to time only with the approval of the Board in due compliance of the provisions of Companies Act, 2013.

7.2 Remuneration to Executive Directors, Key Managerial Personnel(s) (KMPs) & Senior Management Personnel (s)(SMPs):

The Company has a credible and transparent framework in determining and accounting for the remuneration of the Managing Director / Whole Time Directors (MD/WTDs), Key Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration shall be governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards. The remuneration determined for MD/WTDs, KMPs and SMPs are subjected to the approval of the Board of Directors in due compliance of the provisions of Companies Act, 2013. The remuneration for the KMP and the SMP at the time of the appointment has to be approved by the Board but any subsequent increments shall be approved by the Managing Director of the Company as per the HR policy of the Company and ratified by the Board. As a policy, the Executive Directors are neither paid sitting fee nor any commission.

8. Role of Independent Directors

8.1 The Committee shall, in consultation with the Independent Directors of the Company, prepare and submit this policy to the Board for its approval

8.2 The Independent Directors shall have power and authority to determine appropriate levels of remuneration of executive directors and Employees and have a prime role in appointing and where necessary recommend removal of executive directors and Employees.

8.3 The Independent Directors shall submit its recommendations/ proposals/ decisions to the Committee which the Committee shall consult and take to the Board of Directors.

9. Approval and publication

9.1 This remuneration policy as framed by the Committee shall be recommended to the Board of Directors for its approval.

9.2 This policy shall be hosted on the Company''s website.

9.3 The policy shall form part of Director''s report to be issued by the Board of Directors in terms of Companies Act, 2013

10. Supplementary pro visions

10.1 This Policy shall formally be implemented from the date on which they are adopted pursuant to a resolution of the Board of Directors.

10.2 Any matters not provided for in this Policy shall be handled in accordance with relevant State laws and regulations and the Company''s Articles of Association. If this Policy conflict with any laws or regulations subsequently promulgated by the state or with the Company''s Articles of Association as

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