Medico Intercontinental Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "MIL"), along with Audited Financial Statements for the financial year ended 31st March, 2026. The Consolidated performance of the Company and its subsidiaries have been referred to wherever required.

1. FINANCIAL PERFORMANCE OF THE COMPANY:
(Rs. In Lakhs, except per equity share data)

2. RESULT OF OPERATIONS & STATE OF COMPANYS AFFAIR:
Standalone: The total income of the Company was Rs. 5680.62 Lakhs during current year as against Rs. 6763.75 Lakhs in the previous year. The Company has reported net profit of Rs. 218.36 Lakhs during the year under review as against profit of Rs. 256.58 Lakhs in the previous year. Your Company has performed well and your Directors are relentlessly striving for the betterment of the business and simultaneously your Directors are optimistic about the future and expect the business to perform much better in the forthcoming years.
Consolidated: During the financial year under review, the Company recorded total income of Rs. 8,535.45 Lakhs on a consolidated basis as against Rs. 9,573.23 Lakhs in the previous financial year.
The Company reported a consolidated net loss (including share of profit/(loss) of Associates and Joint Ventures) of Rs. 1,098.04 Lakhs during the year under review as compared to a net profit of Rs. 505.73 Lakhs in the previous year. The decline in profitability was primarily attributable to losses incurred by a subsidiary in which the Company acquired a 51% stake during the year. The subsidiary operates in the manufacturing sector and possesses a differentiated and unique product portfolio. As the acquisition was completed during the current year, the business is presently in a growth and stabilization phase, and management expects that the benefits of operational integration, capacity utilization, and market development initiatives will accrue over time.
Net profit/(loss) and total comprehensive income attributable to the owners of the Parent stood at Rs. (320.07) Lakhs for the current year as against Rs. 505.73 Lakhs in the previous year.
The management remains focused on improving operational efficiencies, strengthening the performance of the subsidiary, and creating long-term value for all stakeholders

3. CHANGE IN THE NATURE OF THE BUSINESS:
There is no change in the nature of the business during the year under review.

4. SHARE CAPITAL:
During the year under review, Authorized capital of the Company has been increased, details of the same are as follows:
Share Capital of the Company as on March 31, 2025 was as follows:
Authorized Capital - Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores Only) Equity Shares of Rs. 10 each.
Issued, Subscribed and Paid-Up Capital - Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rs. 10 each.
Share Capital of the Company as on March 31, 2026 was as follows:
Authorized Capital - Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores Only) Equity Shares of Rs. 10 each.
Issued, Subscribed and Paid-Up Capital - Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rs. 10 each.

5. DIVIDEND:
The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2026 as the Board have considered it financially prudent in the long-term interest of the company so as to reinvest the profits into the business of the company and to build its strong reserve base and assure the growth of the Company in long run.

6. UNPAID / UNCLAIMED DIVIDEND:
Members are hereby informed that under the Act, the Company is required to transfer the dividend which remains unpaid or unclaimed for a period of seven consecutive years or more to the IEPF. The Company has declared dividend for the first time in previous year 2022-23, therefore, there is no such amount of Unpaid or Unclaimed dividend to be transferred to Investor Education and Protection Fund (IEPF).
Amount of Unpaid / Unclaimed Dividend has been transferred into the unpaid Dividend a/c as per the requirement of Companies Act, 2013.
Members who have not encashed the dividend warrants so far in respect of the aforesaid period(s) are requested to make their claim to Purva Sharegistry (India) Private Limited, RTA. Further, the Company sends a voluntary reminder to the shareholders who have not claimed their dividends, on an annual basis.

7. TRANSFER TO RESERVES:
During the period under review, the company has transferred profit of Rs. 218.36 Lakhs to the Reserves of the Company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There were no Material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the report.

9. DEPOSIT:
The company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the Financial Year 2025-2026.
Further, for exempted deposits, Company has filed Form DPT-3 as on March 31, 2026 as per the notification issued by the Ministry of Corporate Affairs (MCA) within due course of time.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:
The particulars of loans, guarantees and investments have been disclosed in the financial statements which also form part of this report.

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

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure-I".

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The details with respect to internal control systems and internal Audit has been briefed in Management Discussion and Analysis Report, which is annexed herewith as "Annexure-II".

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management.
Further, pursuant to Corporate Governance provisions, the Board of Directors framed and approved the Nomination and Remuneration Policy of the Company which now captures and explains the principles of the overall remuneration including short-term incentive and the long-term incentive payable to the Executive Directors, Key Managerial Personnel, Senior Management, and other employees of the Company.
The Policy also provides guidance on selection and nomination of Directors to the Board of the Company and appointment of the Senior Management Personnel of the Company. The remuneration paid to the Executive Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and the Listing Regulations.
Details pertaining to composition and re-constitution of the Nomination and Remuneration Committee are included in the Report on Corporate Governance. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

15. DIRECTORS:
To comply with the requirement of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Swati Jay Shah shall retire by rotation at the forthcoming Annual General Meeting. Being eligible, she offers herself for re-appointment.
There were no changes occurred during the year under review.

16. KEY MANAGERIAL PERSONNEL:
Mr. Samir Shah continues to be the Managing Director of the Company.
Mr. Dilipkumar Bhogilal Shah continues to be the Chief Executive Officer of the Company.
Mr. Jay Sharadkumar Shah continues to be the Chief Financial Officer of the Company.
Ms. Puneeta Sharma (PAN: ********48E), Company Secretary & Compliance Officer of the Company resigned from the Company w.e.f. 22nd April, 2025 and re-appointed as Company Secretary & Compliance Officer of the Company w.e.f. 14th July, 2025.

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

18. BOARD EVALUATION:
In terms of provisions of Companies Act, 2013 read with rules issued there under and SEBI (LODR) Regulations 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Directors for the Financial Year 2025-26.
The performance and functioning of the board were evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The committees of the Board were assessed after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairperson was also evaluated on the key aspects of her role.
Separate meeting of independent directors has been held on February 14, 2026 for the FY 2025-26 to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the Chairperson.

19. NUMBER OF MEETINGS OF THE BOARD:
During the year, the Board met 07 (Seven) times to deliberate on various matters. The dates, attendance of the Directors and other details of the meetings are given in the Report on Corporate Governance. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and Listing Regulations.

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

21. STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC):
Details pertaining to composition and re-constitution of the Stakeholders and Relationship Committee are included in the Report on Corporate Governance.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at Annexure III.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the period under review, the Company is having 4 (four) Wholly Owned Subsidiary Companies and 1 (One) Subsidiary Company namely:

1. Ritz Formulations Private Limited

2. Sungrace Pharma Private Limited

3. Azillian Healthcare Private Limited

4. Evagrace Pharma Private Limited

5. Calborn Lifescience Private Limited (Subsidiary)
Therefore, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are applicable to the Company. Further, we have prepared the consolidated financial Statements of the Company, which forms part of this Annual Report.
A Statement containing salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 as appended as Annexure IV. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company are available on our website www.medicointercontinental.com.
Further, the Company has one Joint Venture namely:

6. Medico Lab
Further, the Company does not have any Associate Company.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provision of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company is required to establish a Vigil Mechanism. The Companys Code of Conduct, Whistle blower and other Governance Policies lay out the principles of highest ethical standards. The details of the Whistle blower Policy are provided in the Report on Corporate Governance forming part of this Report.

25. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:
The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V.

26. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of section 134(5) of the Companies Act, 2013, your Directors state that: -
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis.
(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively
(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the period under review, no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future.

28. AUDITORS & AUDITORS REPORT:
Statutory Auditors
Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the annual general meeting of the Company held on 27th September, 2024 re-appointed V Goswami & Co, Chartered Accountants, Ahmedabad (Firm Registration No. 128769W) as statutory auditors of the Company for the second term of 5 consecutive years i.e., from the conclusion of Fortieth Annual General Meeting till the conclusion of Forty Fifth Annual General Meeting, covering one term of five consecutive years.
They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Auditors of the Company.
The Auditors Report for FY 2025-26 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.
Secretarial Auditor
In terms of the amended provisions of Regulation 24A of the Listing Regulations, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. Agarwal & Mehta, Company Secretaries LLP (LLPIN: AAN-6741) as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years from the financial year 2025-26 up to financial year 2029-30. The said appointment was approved by the Members at the Forty-First AGM of the Company held on 30th September, 2025.
The Secretarial Audit Report (Form No. MR - 3) of the Company given by the Secretarial Auditors for the financial year ended March 31, 2026 is enclosed as Annexure-VI to this Report. The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark.
The Company has undertaken an audit for the financial year ended March 31, 2026 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to Regulation 24A of the Listing Regulations has been submitted to the Stock Exchanges on April 16, 2026 within the statutory timelines.
Further, as per the applicable provisions of Corporate Governance, there is a requirement to undertake Secretarial Audit of material unlisted subsidiaries. One of the subsidiaries of the Company, Azillian Healthcare Private Limited is a material subsidiary; therefore, the Company has appointed Yash Mehta & Associates, Practicing Company Secretary (Membership No. F12143 & COP 16535) to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the FY 2025-26 issued by him in the prescribed form MR-3 is annexed as Annexure-VII to this report.
The Secretarial Audit Report of the Company and its material unlisted subsidiary Company does not contain any qualification, reservation or adverse remark.
Internal Auditor
MJV & Co, Chartered Accountants, Ahmedabad was re-appointed as an Internal Auditor of the Company for the Financial Year 2025-26 and the consent regarding such appointment was received from the auditor in this regard.
Cost Records and Cost Audit
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to our Company.

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

30. ANNUAL RETURN:
Pursuant to Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2026 is hosted on the website of your Company at www.medicointercontinental.com.

31. CORPORATE GOVERNANCE REPORT:
In compliance with Regulation 34 read with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance as required under Schedule V(E) of the Listing Regulations from the Practicing Company Secretary forms part of this Report.

32. MANAGEMENTS DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements discussion and analysis is set out in this Annual Report & marked as Annexure-II.
The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

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

34. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
Your Company adopts a zero-tolerance approach towards sexual harassment at workplace. Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The POSH Policy of the Company is available on the website of the Company.
An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
During the year 2026, the Company did not receive any complaint of alleged sexual harassment. As on March 31, 2026 no complaints related to sexual harassment are pending for disposal.
Continuous awareness in this area has been created to provide a safe workplace to all its employees. During the year, the Company organized sensitization and awareness programs vide inductions for new joiners, e-learning modules for all employees trainees, associates including sending emails, creating standees and posters to sensitize all employees to conduct themselves in a professional manner.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
The Company has neither made any application nor any proceedings pending under The Insolvency and Bankruptcy Code, 2016 during the year under review. Therefore, there are no details required to be disclosed, as the said clause is not applicable as on year ended 31st March, 2026.

36. PROHIBITION OF INSIDER TRADING
In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organization. The said Code are available on Companys website.
The ‘Trading Window is closed when the Compliance Officer determines that a Designated Person or class of Designated Persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.

37. GREEN INITIATIVES:
Electronic Copies of the Annual Report 2025-26 and the notice of the 42nd AGM are sent to all members whose email addresses are registered with the Company / depository participant(s). For members who have not registered their email addresses, Company has provided facility to register/update the email addresses with the RTA of the Company on https://www.purvashare.com/. For members who have not registered their email addresses and ask for physical copies, physical copies are sent in the permitted mode.

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

39. APPRECIATION / ACKNOWLEDGMENTS:
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to be as industry leaders.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from its business partners and others associated with the Company. It will be the Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.