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

1. FINANCIAL PERFORMANCE OF THE COMPANY:

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

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

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

3. CHANGE IN THE NATURE OF THE BUSINESS:

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

4. SHARE CAPITAL:

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

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

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

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

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

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

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

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

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

5. DIVIDEND:

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

6. UNPAID / UNCLAIMED DIVIDEND:

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

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

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

7. TRANSFER TO RESERVES:

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

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

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

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

9. DEPOSIT:

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

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

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

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

11. CORPORATE SOCIAL RESPONSIBILITY:

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

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

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

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

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

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

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

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

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

15. DIRECTORS:

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

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

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

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

16. KEY MANAGERIAL PERSONNEL:

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

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

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

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

17. INDEPENDENT DIRECTOR'S DECLARATION:

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

18. BOARD EVALUATION:

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

The performance and functioning of the board were evaluated by the board after seeking inputs from all the
directors on the basis of the criteria such as the board composition and structure, effectiveness of board
processes, information and functioning, etc.

The committees of the Board were assessed after seeking inputs from the committee members on the basis
of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors
on the basis of the criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs
in meetings, etc. In addition, the Chairperson was also evaluated on the key aspects of her role.

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

19. NUMBER OF MEETINGS OF THE BOARD:

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

20. AUDIT COMMITTEE:

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

21. STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC):

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

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

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

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

1. Ritz Formulations Private Limited

2. Sungrace Pharma Private Limited

3. Azillian Healthcare Private Limited

4. Evagrace Pharma Private Limited

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

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

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

1. Medico Lab

Further, the Company does not have any Associate Company.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

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

26. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

(b) the Directors have selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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

internal financial controls are adequate and were operating effectively

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

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

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

28. AUDITORS & AUDITORS' REPORT:

Statutory Auditors

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

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

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

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

Secretarial Auditor

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

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

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

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

Internal Auditor

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

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

Cost Records and Cost Audit

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

29. REPORTING OF FRAUDS BY AUDITORS:

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

30. ANNUAL RETURN:

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

31. CORPORATE GOVERNANCE REPORT:

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

32. MANAGEMENTS DISCUSSION AND ANALYSIS:

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

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

33. RISK MANAGEMENT POLICY:

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

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

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

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

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

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

36. GREEN INITIATIVES:

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

37. CAUTIONARY STATEMENT:

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

38. APPRECIATION / ACKNOWLEDGMENTS:

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

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

For and on behalf of the Board
Medico Intercontinental Limited

Sd/- Sd/-

Place : Ahmedabad Samir Shah Tanvi Shah

Date : August 14, 2025 Managing Director Director

DIN: 03350268 DIN: 08192047