డైరెక్టర్ల నివేదిక Cresanto Global Ltd.

Mar 31, 2025

Your Directors are pleased to present the 33^rd Annual Report on the business and operations of the CRESANTO GLOBAL LIMITED (formerly known as Raymed Labs Limited) together with the audited financial statements for the financial year ended 31^st March, 2025.

1. FINANCIAL PEFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The summarized financial highlights are depicted below:

(Amount in Lakhs)
	Standalone
Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue From Operations	-	-
Other Income	52.59	-
Total Income	52.59	-
Total Expenses	70.64	10.16
Profit before tax (EBIDTA)	(18.05)	(10.16)
Taxation
- Current Tax	-	-
- Previous Tax	-	-
- Deferred Tax Asset	-	-
- MAT Credit Entitlement	-	-
Profit After Tax	(18.05)	(10.16)

Other Comprehensive Income (net of tax)
Total Comprehensive Income for the year	(18.05)	(10.16)

2. FINANCIAL HIGHUGHTS:

During the year ended 31^st March 2025, Operational Revenue including other income on Standalone basis was 52.59/- Lakhs and Profit / (Loss) Before Tax was (18.05)/- Lakhs v/s nil revenue in previous year while Net Profit / (Loss) for the financial year ended 31^st March, 2025 was (18.05)/- Lakhs v/s (10.16)/- Lakhs in previous year.

Your Company has taken several remedial steps to meet the challenges viz. measures in saving cost at all front of operations, optimize use of available resources etc.

A detailed analysis on the operations of the Company during the year under review and outlook for the current year is included in the Management Discussion and Analysis Report forming an integral part of this Annual Report.

3. BUSINESS OPERATIONS:

The Company was earlier engaged in the business of pharmaceuticals. With the induction of the new management following the takeover of the Company, a strategic review of the existing business activities was undertaken. Considering the emerging opportunities, long-term growth prospects, and alignment with the vision of the new Promoters, the Board of Directors, at its meeting held on 27^th January, 2025, approved a proposal for alteration of the main objects of the Company.

Pursuant to the said decision, the Company has shifted its focus from the pharmaceutical sector to the flexible packaging and trading business, which is expected to provide better scalability, diversification, and value creation for all stakeholders. The alteration of the main objects was subsequently placed before the shareholders for their approval and was duly approved at the Extra-Ordinary General Meeting of the Company held on 21^st April, 2025.

4. DIVIDEND:

During the Financial yea 2024-25, the company has not declared any dividend on Equity Shares.

5. TRANSFER TO RESERVE:

The Board does not propose to transfer any amount to reserves during the Financial Year 202425.

6. DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2024-25 or the previous financial years. Your Company did not accept any deposit during the year under review.

7.	SHARE CAPITAL:
	Particulars	As at 31st March, 2025		As at 31st	March, 2024
		Number of Shares	Amount	Number of Shares	Amount
	Authorised Capital: Equity Shares of Rs 10/- each	50,00,000	5,00,00,000	50,00,000	5,00,00,000
	Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each	42,73,500	*4,27,35,000	42,73,500	4,27,35,000

*After the closure of the Financial Year, at the Board Meeting held on 01^st August, 2025, the Board of Directors of the Company considered and approved a proposal for reduction of the Company''s share capital in accordance with the provisions of Section 66 of the Companies Act, 2013, subject to the approval of the shareholders and Hon''ble NCLT. The said proposal will be placed before the members for their consideration and approval at the ensuing Annual General Meeting."

8. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

9. DETAILS OF SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary and Associate companies.

No company has become or ceased to be the Company''s subsidiaries and associate companies during the year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31^st March, 2025, the Company''s Board had six directors comprising of two Independent Directors, one Executive Director and three Non-Executive Non Independent Directors including one Woman Director. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company''s business for effective functioning.

Appointment/ Cessation/ Change in Designation of Directors/ KMP:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company the following changes occurred in the Company''s Board:

1. Ms. Shreya Sanjay Dave (ICSI Membership No. A70197) has resigned from the post of Company Secretary and Compliance Officer w.e.f. 23^rd August, 2024.

2. Ms. Roshni Kapshiwal (ICSI Membership No. A73894) appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 06^th November, 2024.

3. Mr. Nishant Nathmal Bajaj (DIN: 06634036) appointed as an Additional (Category: NonExecutive) Director of the company w.e.f. November 06^th, 2024.

4. Mr. Prashant Nathmal Bajaj (DIN: 06634037) appointed as Additional Director (Executive) of the Company w.e.f. 08^th January, 2025.

5. Mr. Hitesh Bajoria (DIN: 08563703) appointed as Additional Director (Non-Executive) of the Company w.e.f. 08^th January, 2025.

6. Mr. Tushar Pandit Awate (DIN: 10806831) appointed as Additional Director (Non-Executive) of the Company w.e.f. 08^th January, 2025.

7. Mrs. Urmila Hansraj Sharma (DIN: 10801754) appointed as Additional Director (NonExecutive) of the Company w.e.f. 08^th January, 2025.

8. Mr. Ajay Goyal, has resigned from the post as Whole Time Director & CFO of the Company w.e.f. 27^th January, 2025.

9. Ms. Nisha Goyal, has resigned from the post as a Director & Internal Auditor of the company w.e.f. 27^th January, 2025.

10. Ms. Roshni Kapshiwal (ICSI Membership No. A73894) has resigned from the post of Company Secretary and Compliance Officer w.e.f. 29^th January, 2025.

11. Ms. Poonam Sharma has resigned from the post of Independent Director w.e.f. 30^th January, 2025.

12. Mr. Harsh Prabhakar has resigned from the post of Independent Director w.e.f. 30^th January, 2025.

13. Mr. Tushar Pandit Awate, has resigned from the post as Additional Director of the Company w.e.f. 25^th March, 2025.

14. Ms. Prity Bishwakarma, appointed as Non- Executive Independent Woman Director of the Company w.e.f. 25^th March, 2025 till 24^th March, 2030.

15. Mr. Vipul Dubey, appointed as the Non- Executive Independent Director of the Company for the term 5 (five) consecutive years w.e.f 25^th March, 2025 to 24^th March, 2030.

16. Mr. Pankesh Sutariya, appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 25^th March, 2025.

Other than the above, there has been no change in the constitution of Board during the year under review.

Declaration from Independent Directors:

In accordance with the provisions of Section 149(7) of the Act, Mr. Vipul Dubey and Ms. Prity Bishwarkarma, Independent Directors of the Company as on 31^st March, 2025 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(l)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director''s databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that both the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the financial year 2024-25 a separate meeting of Independent Directors was held on 12^th August, 2025 without the presence of executive directors or management representatives and the following matters were discussed:

• the performance of non-independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

• assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Key Managerial Personnel:

During the period under review, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Prashant Nathmal Bajaj, Managing Director & Chief Financial Officer

2. Ms. Shreya Sanjay Dave, Company Secretary & Compliance officer (Upto 23^rd August, 2024)

3. Ms. Roshni Kapshiwal, Company Secretary & Compliance officer (from 06^th November, 2024 to 28^th January, 2025)

4. Mr. Pankesh Sutariya, Company Secretary & Compliance officer (w.e.f. 25^th March, 2025)

11. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, the Board met Eleven (11) times on 17^th April, 2024, 24^th May 2024, 12^th August 2024, 23^rd August, 2025, 06^th November, 2024, 16^th November, 2024, 08^th January, 2025, 14^th January, 2025, 27^th January, 2025, 01^st February, 2025 and 25^th March, 2025. In accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

12. COMMITTEES OF BOARD:

The Board Committees play a crucial role in the governance structure of our Company and have been constituted to deal with specific areas / activities as mandated by applicable regulations, concerning the Company and need a closer review. These Committees play an important role in the overall management of day today affairs and governance of the Company. The Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for review and noting. During the year, all recommendations of the Committees of the Board have been accepted by the Board.

As on 31^st March 31, 2025, the Board has constituted the following Committees:

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with regulation 18 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Audit Committee presently comprises of three directors. All the members of the Audit Committee have accounting and financial management knowledge. Mr. Vipul Dubey is Chairman of the Audit Committee.

During the year, the committee met 5 (Five) time i.e. 24^th May 2024, 12^th August 2024, 06^th November, 2024, 27^th January, 2025 and 25^th March, 2025

The Composition of the Audit Committee and the attendance of the members at the meeting held during the year are as follows:

Sr. No.	Particulars	Designation	Category	No. of Meeting attended
1	Mr. Harsh Prabhakar (upto 30th January, 2025)	Chairman	Non-Executive Independent Director	4
2	Mrs. Poonam Sharma (upto 30th January, 2025)	Member	Non-Executive Independent Director	4
3	Mrs. Nisha Goyal (upto 27th January, 2025)	Member	Non-Executive Director	4
4	Mr. Vipul Dubey (w.e.f. 25th March, 2025)	Chairman	Non-Executive Independent Director
5	Ms. Prity Bishwakarma (w.e.f. 25th March, 2025)	Member	Non-Executive Independent Director
6	Mr. Prashant Bajaj (w.e.f. 01st February, 2025)	Member	Executive Director	1
7	Mr. Nishant Bajaj (w.e.f. 01st February, 2025 to 25th March, 2025)	Member	Non-Executive Director	1

8	Mr. Hitesh Bajoria (w.e.f.	Member		1
	01st February, 2025 to
	25th March, 2025)		Non-Executive Director

*During the period under review; the Audit Committee of the Company was reconstituted by the Board of Directors at its meeting held on 01^st February, 2025 and 25th March, 2025.

As on 31		st March, 2025 the Composition of Audit Committee is follow:
	Sr.	Particulars	Designation	Category
	No.
	1	Mr. Vipul Dubey	Chairman	Non-Executive Independent Director
	2	Ms. Prity Bishwakarma	Member	Non-Executive Independent Director
	3	Mr. Prashant Bajaj	Member	Executive Director

The terms of reference to the Audit Committee inter alia includes:

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

• Recommend to the Board, the appointment, reappointment, remuneration and terms of appointment of auditors of the Company and, if required, their replacement or removal.

• Approve payment to statutory auditors for any other services rendered by them.

• Review, with the management, the quarterly and annual financial statements and auditors report thereon before submission to the Board for approval.

• Approve appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate.

• Review and monitor the auditor''s independence, performance and effectiveness of audit process.

• Review the adequacy of internal audit function, including the structure of the internal audit department, if any, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit, etc.

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Nomination and Remuneration Committee presently comprises of three members. Mr. Vipul Dubey was appointed as Chairman.

During the year, the committee met 4 (Four) time i.e. 06^th November, 2024, 08^th January, 2025, 27^th January, 2025, 25^th March, 2025.

The Composition of the Nomination and Remuneration Committee and the attendance of the members at the meeting held are as follows:

Sr. No.	Particulars	Designation	Category	No. of Meeting attended
1	Mr. Harsh Prabhakar (upto 30th January, 2025)	Chairman	Non-Executive Independent Director	3
2	Mrs. Poonam Sharma (upto 30th January, 2025)	Member	Non-Executive Independent Director	3
3	Mrs. Nisha Goyal (upto 27th January, 2025)	Member	Non-Executive Director	3
4	Mr. Vipul Dubey (w.e.f. 25th March, 2025)	Chairman	Non-Executive Independent Director
5	Ms. Prity Bishwakarma (w.e.f. 25th March, 2025)	Member	Non-Executive Independent Director
6	Mrs. Urmila Hansarj Sharma (w.e.f. 01st February, 2025 to 25th March, 2025)	Chairperson	Non-Executive Director	1
7	Mr. Hitesh Bajoria (w.e.f. 01st February, 2025 to 25th March, 2025)	Member	Non-Executive Director	1

8	Mr. Nishant Bajaj (w.e.f.	Member	Non-Executive Director	1
	01st February, 2025)

*During the period under review, the Nomination and Remuneration Committee of the Company was reconstituted by the Board of Directors at its meeting held on 01^st February, 2025 and 25th March, 2025.

As on 31		5t March, 2025 the Composition of Nomination and Remuneration Committee is follow:
	Sr.	Particulars	Designation	Category
	No.
	1	Mr. Vipul Dubey	Chairman	Non-Executive Independent Director
	2	Ms. Prity Bishwakarma	Member	Non-Executive Independent Director
	3	Mr. Nishant Bajaj	Member	Non- Executive Director

The terms of reference to the Nomination and Remuneration Committee inter alia includes:

• The Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration same is posted on the website of the company.

• Determine the compensation package of the Executive Directors, Secretary and other senior management personnel.

• Formulate 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.

• Formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors.

• Devise a policy on diversity of Board of Directors.

• Identify 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 of Directors their appointment and removal.

• Decide on whether to extend or continue the term of appointment of the Independent Directors, on the basis of the performance evaluation report of Independent Directors.

Remuneration Policy

The Nomination and Remuneration Committee has considered the factors laid down under Section 178(4) of the Companies Act, 2013 while formulating the Remuneration Policy.

Remuneration to Non-Executive Directors

1. The Company has paid Sitting fees to Non- Executive Independent Directors of Rs. 1,20,000/-(One Lakh Twenty Thousand) during the period under review.

2. Remuneration of 6,00,000/- paid to Mrs. Urmila Hansraj Sharma, Non- Executive Director of the company during the period under review.

Remuneration to Executive Directors/ KMP

1. Salary to Ms. Shreya Dave, Company Secretary & Compliance Officer for Rs. 1,20,000/- for their tenure

2. Salary to Ms. Roshni Kapsiwal, Company Secretary & Compliance Officer for Rs. 1,35,000/-for their tenure

3. Salary to Mr. Ajai Goya I, Whole Time Director for Rs. 50,000/-for their tenure

iii. Stakeholder Relationship Committee:

The Stakeholder and Relationship Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Stakeholder and Relationship Committee presently comprises of 3 (Three) members. Mr. Vipul Dubey is Chairman of the committee.

During the year, the committee met 4 (Four) time i.e. 24^th May 2024, 12^th August 2024, 06^th November, 2024, 27^th January, 2025

The Composition of the Stakeholder and Relationship Committee and the attendance of the members at the meeting held are as follows:

	Sr. No.	Particulars	Designation	Category	No. of Meeting attended
	1	Mr. Harsh Prabhakar (upto 30th January, 2025)	Chairman	Non-Executive Independent Director	4
	2	Ms. Nisha Goyal (upto 27th January, 2025)	Member	Non-Executive Director	4
	3	Mr. Ajai Goyal (upto 27th January, 2025)	Member	Executive Director	4
	4	Mr. Vipul Dubey (w.e.f. 25th March, 2025)	Chairman	Non-Executive Independent Director
	5	Ms. Prity Bishwakarma (w.e.f. 25th March, 2025)	Member	Non-Executive Independent Director
	6	Mrs. Urmila Hansarj Sharma (w.e.f. 01st February, 2025 to 25th March, 2025)	Chairperson	Non-Executive Director
	7	Mr. Prashant Bajaj (w.e.f. 01st February, 2025)	Member	Executive Director
	8	Mr. Nishant Bajaj (w.e.f. 01st February, 2025)	Member	Non-Executive Director
*During the period under review, the Stakeholder Relationship Committee of the Company was reconstituted by the Board of Directors at its meeting held on 01st February, 2025 and 25th March, 2025.

As on 31^st March, 2025 the Composition of Stakeholder Relationship Committee is follow: Sr. Particulars Designation Category

No.

1 Mr. Vipul Dubey Chairman Non-Executive Independent Director

2 Ms. Prity Bishwakarma Member Non-Executive Independent Director

3	Mr. Nishant Bajaj	Member	Non- Executive Director
4	Mr. Prashant Bajaj	Member	Executive Director

The terms of reference to the Stakeholder Relationship Committee inter alia includes:

The Committee inter alia oversees the redressal of Member and investor complaints / requests for transmission of shares, sub-division and consolidation of share certificates, issue of duplicate share certificates, requests for dematerialization and rematerialization of shares, non-receipt of declared dividend and non-receipt of Annual Report. It also recommends measures for improvement in investor services. The Committee also keeps a close watch on the performance of Beetal Financial and Computer Services Private Limited, the Registrar & Share Transfer Agents (RTA) of the Company. The Committee also reviews various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports / statutory notices by the Members of the Company. The Committee meets as often as is necessary for resolution of important matters within its mandate.

Compliance Officer:

Mr. Pankesh Sutariya, Company Secretary & Compliance Officer pursuant to Regulation 6 of the SEBI (LODR) Regulations, 2015 with effect from 25^th March, 2025

Details of complaints received and resolved during the year:
Complaints pending as on April 1, 2024	NIL
Number of Share holders'' complaints received during the year	NIL
Number of complaints resolved during the year	NIL
Number of complaints not solved to the satisfaction of shareholders	NIL
Number of pending complaints as on March 31, 2025	NIL

The above table includes Complaints received from SEBI SCORES/ BSE by the Company

13. INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on 12^th August 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

14. BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. At the Board meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

15. BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company''s business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the loss of the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

18. CORPORATE SOCIAL RESPONSIBILITY:

During the FY 2024-25, Corporate Social Responsibility is not applicable to the company.

19. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis of financial condition, including the results of operations of the Company forthe year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure A".

20. CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 a Report on Corporate Governance Report is not applicable to the Company as it does not fall under the criteria of Paid-up Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

21. ANNUAL RETURN:

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

22. RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All related party transactions ("RPT") entered into during the financial year 2024-25 were in accordance with the Company''s RPT Policy and on an arms'' length basis and in the ordinary course of business.

All RPTs are placed before the Audit Committee and the Board for approvals Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, company has filed half yearly reports to the stock exchanges, for the related party transactions.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025 and hence, does not form part of this report.

Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the Members on material related party transactions forms part of the Notice of the ensuing AGM.

23. STATUTORY AUDITORS & AUDITORS'' REPORT:

Pursuant to the provisions of Section 139 of the Act, M/s. K T P S & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 134942W) are the Statutory Auditors of the Company, as per their appointment at the 32^nd AGM of the Company held on 18^lh September, 2024, for a period of 5 (five) years.

The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07th May, 2018.

M/s. K T P S & Co., Chartered Accountants, have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

24. SECRETARIAL AUDITORS & AUDITORS'' REPORT:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board reappointed M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as "Annexure-B" of this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought as the ensuing AGM M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, (C. P. No. 14596); (Peer Reviewed Firm- 2458/2022) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive financial years from FY 2025-26 till FY 2029.30. M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

25. INTERNAL AUDITORS & AUDITORS'' REPORT:

The Board, upon the recommendation of the Audit Committee, has appointed Mrs. Komal Bajaj, as the Internal Auditor of the Company for financial year 2024-2025.

The observations made in the Internal Auditors'' Report are self-explanatory and therefore do not call for any further comments.

26. COST AUDITORS:

The Company is not required to keep cost records or appoint cost auditors.

27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure C" to this Report.

28. SEXUAL HARASSMENT POLICY:

The Company''s goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual harassment of the women at workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). Further the company has complied with the Provision under the POSH Act relating to the Framing of an anti sexual Harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, Including complaints on Sexual harassment during the Year under review OR the following is a summary of complaints received and resolved during the reporting period.

a.	Number of complaints of Sexual Harassment received in the Year	Nil
b.	Number of Complaints disposed off during the year	Nil
c.	Number of cases pending for more than ninety days	Nil

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company''s website at the www.raymedlab.com.

30. LISTING ON STOCK EXCHANGE:

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the Financial Year 2024-25. The shares of the Company are traded at The BSE Ltd having Nation-wide terminals.

31. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.

Conservation of Energy:

The Board has nothing to report under this. However, the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstance. Technology Absorption:

The Board has nothing to report under the head technology absorption.

Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange earned was NIL (previous year Nil).

32. CYBER SECURITY:

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

33. CODE OF CONDUCT:

The Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company''s shares by Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information. The employees undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

34. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as at 31^st March, 2025. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

35. MATERIAL CHANGES AND COMMITMENTS:

During the year under review and till the date of this Report, the following material changes and commitments have occurred:

i. Takeover of the Company:

During the year under review, there was a significant change in the shareholding and control of the Company pursuant to an Letter of Offer dated 07^th January, 2025 made by Mr. Nishant Bajaj, Mr. Prashant Bajaj, Mr. Hitesh Bajoria, Mr. Tushar Awate and Mrs. Urmila Sharma (hereinafter collectively referred to as "the Acquirers"), in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

In terms of the said Open Offer, the Acquirers had made an offer to acquire 11,11,110 Equity Shares representing 26% of the paid-up equity share capital of the Company from the public shareholders at a price of Rs. 3 per equity share. Against the said offer, 1,000 equity shares were validly tendered by the public shareholders and accepted under the Open Offer.

Further, as per the Share Purchase Agreement dated 05^th September, 2024, the Acquirers acquired 12,12,050 Equity Shares representing 28.36% of the paid-up equity share capital of the Company from the erstwhile promoter, Mr. Ajai Goyal.

Consequent to the aforesaid acquisition, the Acquirers have been inducted as the new Promoter Group of the Company. The new promoter group has introduced a renewed vision, fresh business strategies, and a long-term growth roadmap aimed at enhancing shareholder value and strengthening the overall governance and operational framework of the Company.

ii. Change In Main Objects of the Company

Following the takeover and keeping in view the strategic vision of the new Board of the company at its meeting held on 27^th January, 2025, approved the proposal to alter the main objects of the Company under the provisions of Section 13 of the Companies Act, 2013. The alteration was subsequently approved by the members of the Company through Special Resolution passed in the Extra ordinary General Meeting held on 21^st April, 2025.

Accordingly, the main objects of the Company have been changed from carrying on business in the field of pharmaceuticals to activities in the domain of flexible packaging and trading business.

iii. Change of Name of the Company

Consequent to the change in the main objects and to reflect the new business direction and identity, the name of the Company has been changed from "Raymed Limited" to "Cresanto Global Limited".

The new name is aligned with the redefined vision of the Company and symbolizes its aspiration to establish a strong presence in the flexible packaging and trading business, both domestically and internationally.

iv. Reconstitution of the Board and Committees:

In line with the change in management and control of the Company, the composition of the Board of Directors and its Committees was reconstituted during the year. New Directors representing the Acquirer group were inducted on the Board, while certain outgoing Promoter Directors resigned.

Furthermore, the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee were reconstituted to ensure compliance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The reconstitution reflects the Company''s renewed governance structure, aimed at strengthening oversight and aligning with the growth trajectory of the new business.

v. Change in Registered Office:

In line with the new management''s strategic direction and to facilitate effective administration, coordination, and operational efficiency, Members of the company has approved the resolution for Change in the Registered Office of the Company from the State of Uttar Pradesh to State of Maharashtra, Mumbai. The Company is currently in the process of completing the requisite formalities and approvals for effecting the said change.

vi. Reclassification of Promoter Group:

Pursuant to the takeover of the Company by the new Acquirers and induction of a new promoter group, the Company undertook the process of reclassification of the erstwhile promoter, Mr. Ajai Goyal, from the category of "Promoter" to "Public" shareholder.

In terms of Regulation 31A(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no application for such reclassification was required to be filed with the Stock Exchange(s), since the reclassification arose as a consequence of an open offer involving a change in control of the Company. Accordingly, the Acquirers have been recognized as the new Promoter Group, and the erstwhile promoter stands reclassified under the Public category.

36. MATERNITY BENEFHS COMPUANCES:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

37. 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, dg event, financial, human, environment and statutory compliance.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators and/or courts or tribunals during the year.

39. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

40. COMPLIANCE OF SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

41. DISCLOSURE RELATED TO FUND RECEIVED FROM DIRECTOR AND ITS RELATIVE:

The Company has received funds from its Directors and their relatives during the year under review. Such funds, being exempted under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014, do not fall within the ambit of deposits. Accordingly, the Company has obtained necessary declarations from the Directors and their relatives confirming that the funds provided are out of their own sources and not borrowed.

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

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

44. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the audit committee and/or board under Section 143(12) of Act and Rules framed thereunder.

45. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT,2013:

The Company has used accounting software for maintaining its books of account for the Financial Year ended 31^st March, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the Year for all relevant transactions recorded in the Software. Further during the course of our audit we did not come across any instance of audit Trail feature being tampered with.

46. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATOR RULES 2014-RULE 9 OF THE COMPANIES ACT. 2013:

In Accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations.

The Company Secretary of the company has appointed by the Board of Director as the Designated Person under this rules.

47. APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers of the Company. Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

---

Mar 31, 2024

Your Board of Directors are pleased to present the Companies 32^nd Annual Report and the Company''s Audited Annual
Financial Statements for the financial year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS- AT A GLANCE

Overall Performance of your Company

The Financial Year 2023-24 had not been fortunate enough for the Company as your Company has shown a
conventional performance during the year under review. The net Loss of your Company had gone down from Rs.
(17,09,430) in the Financial Year 2022-2023 to Rs. (10,16,270) in the Financial Year 2023-24.

The Company''s financial performances for the year ended March 31,2024 along with previous year''s figures are
summarized below:

Amount (In "000")

PARTICULARS	Standalone
	For the Year ended 31st March, 2024	For the Year ended 31st March, 2023
Income from Business Operations	0	0
Other Income	0	206.32
Total Income	0	206.32
Less: Expenditure except Depreciation	968.69	1861.13
Profit/Loss before Depreciation and Tax	(968.69)	(1654.81)
Less: Depreciation	47.58	54.62
Profit/(Loss) before Tax	(1016.27)	(1709.43)
Less: Tax Expense	0	0
Add: Deferred Tax Asset	0	0
Add: MAT Credit Entitlement	0	0
Less: Prior Period Taxes	0	0
Net Profit/Loss after tax	(1016.27)	(1709.43)
Add: Other Comprehensive Income	0	0
Net Profit/Loss for the period	(1016.27)	(1709.43)
Earnings per share:
Basic	(0.24)	(0.400)
Diluted	(0.24)	(0.400)

2. RESULTS OF OPERATIONS & STATE OF COMPANY''S AFFAIRSUNDER SECTION 134(3)(i) OF THE
COMPANIES ACT, 2013

During the year under review, the revenue from operations was NIL as compared to Rs. 2,06,320 in last financial
year on standalone basis. Earning Before Tax (EBT) &Earning After Tax (PAT) for the period is Rs. (10,16,273) as
compared to Rs.(17,09,430) of last fiscal. EPS stood at Rs. (0.24) as compared to Rs. (0.40) of last financial year.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs
(MCA), Standalone Financial Statements of the Company for the Financial Year 2023-24 have been prepared as
per IND-AS.

4. TRANSFER TO RESERVE UNDER SECTION 134(3)(j) OF THE COMPANIES ACT, 2013

The Board of Directors of the Company have not transferred any amount to the Reserves for the year under
review.

5. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT, 2013

Your company has reported losses for the year under review; hence the Board of Directors of the Company has
not recommended any Dividend on Equity Shares for the year under review.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125
of the Companies Act, 2013 do not apply.

7. SHARE CAPITAL

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company.
As on 31st March, 2024 the Authorized Share Capital of the Company was Rs.5,00,00,000/- consisting of 50,00,000
Equity Share of Rs.10/- each. The Paid-up Share Capital of the Company as on 31st March, 2024 was
Rs.4,27,35,000/- consisting of 42,73,500 Equity Share of Rs. 10/- each and during the year under report, your
Company has not issued any shares under any employee stock option schemes, sweat equity shares or any
equity shares with differential rights, as to dividend, voting or otherwise. Further, the Company has not bought
back its own securities, during the year under report.

8. PUBLIC DEPOSITS

During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of
the Act read with Companies (Acceptance of Deposits) Rules, 2014 and as such, there were no unclaimed
deposits at the end of Financial Year i.e. 31st March, 2024.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year ended 2023-24 the Company has no subsidiary company''s within the meaning of Section
2(87) of the Companies Act, 2013 ("Act") and there are no associates or joint venture companies within the
meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to the provisions of Section 129(3) of the
Act, a statement containing the salient features of financial statements of the Company''s subsidiary is mentioned
in Form AOC-1 is not applicable.

10. REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements for the year under review.

11. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT,2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2024
in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014 is put on the Company''s website and can be accessed at
https://www.ravmedlab.com/investor-desk/annual-return/

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of
this Board Report.

13. CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in the Board of Directors or Key Managerial Personnel by way of Appointment,
Re-appointment, Re-designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as
follows:

Sl. No.	Name	Designation	Appointment	Cessation
1.	Ms. Priyanka Sisodia	Company Secretary & Compliance officer	22.03.2022	28.04.2023
2.	Ms. Shreya Dave	Company Secretary & Compliance officer	03.05.2023	-

Further during the year under review, no other changes took place in the composition of the Board of Directors of
the Company. The composition of the Board of Directors of the Company is in compliance with the applicable
norms.

Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the
independent directors appointed during the year

No Independent Directors have been appointed on the Board of Directors during the financial year 2023-24.
Retirement by Rotation

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by
rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors
of the public company should be liable to retire by rotation and out of such directors, 1 /3rd should retire by rotation
at every Annual General Meeting of the company. To meet the requirement of provisions of Section 152(6) of the
Companies Act, 2013.

Mrs. Nisha Goyal (DIN: 02710946), Director, will be retiring by rotation at this Annual General Meeting and
being eligible, offers herself for re-appointment. The Board recommends her re-appointment to the Members of
the Company at this Annual General Meeting.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
COMPANIES ACT, 2013

All Independent Directors have given declarations under section 149(7) that they meet the criteria of Independence
as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI
(Listing Obligation & Disclosure Requirement) Regulation, 2015.

15. SECRETARIAL STANDARDS

The Board of Directors of the company state that, during the year under review the applicable Secretarial Standards,
i.e. SS-1 and SS-2, relating to Board Meetings and General Meetings respectively have been duly followed by the
Company.

16. NUMBER OF MEETINGS OF THE BOARD& COMMITTEES

During the financial year ended on March 31,2024, 7 (Seven) Board Meetings were held. The dates on which the
Board meetings were held are 28.04.2023, 03.05.2023, 27.05.2023, 02.08.2023, 04.11.2023, 15.12.2023,
06.02.2024. The maximum interval between any two meetings didn''t exceed 120 days, as prescribed in the
Companies Act, 2013. The necessary quorum was present for all the meetings. Further, details of the meetings of
the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual
Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on March 13,
2024 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company
and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the
Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies
Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation,
2015. The Audit Committee of the Company comprises of Mr. Harsh Prabhakar (Chairperson), Mrs. Nisha Goyal
and Mrs. Poonam Sharma as Members. During the year, all the recommendations made by the Audit Committee
were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part
of this Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section
178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure
Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of
Mr. Harsh Prabhakar (Chairperson), Mrs. Nisha Goyal and Mrs. Poonam Sharma as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of
this Annual Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee of the Company is constituted in line with the provisions of section
178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015. The Stakeholders'' Relationship Committee of the Company comprises of Mr.
Harsh Prabhakar (Chairperson), Mr. Ajai Goyal and Mrs. Nisha Goyal as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of
this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions
of section 177 of the Companies Act, 2013 to be read with Regulation 18 &22 of the SEBI (Listing Obligation &
Disclosure Requirement) Regulation, 2015.

17. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013

The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own
performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states
that performance evaluation of the Independent Director shall be done by Directors excluding the Director being
evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down
by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was
carried out through a structured evaluation process to judge the performance of individual Directors including the
Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience,
expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment,
decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation
of concerned Independent Director whose evaluation was to be done. The performance evaluation of the
Chairperson and the Non Independent Directors was carried out by the Independent Directors. The Board was
satisfied with the evaluation process and approved the evaluation results thereof.

18. STATUTORY AUDITOR& SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION
ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR:

The members at the Annual General Meeting held on 17th December, 2020, had re-appointed M/s. A. Kay Mehra
& Co., Chartered Accountants (Firm Registration No. 050004C) as Statutory Auditors of the Company for a period
of Four years to hold office from the conclusion of 28th Annual General Meeting (AGM) of the Company till the
conclusion of 32nd Annual General Meeting of the Company to be held in F.Y. 2024-25. Thus, the second term of
the Auditor shall end on the conclusion of the ensuing Annual General Meeting (AGM) to be held on 12th September,
2024 and shall not be eligible to be re-appointed again.

The Board of Directors on recommendation of Audit Committee in their meeting held on 12th August, 2024, has
proposed to the members for the appointment of M/s K.T.P.S. & Co., Chartered Accountants (FRN:), in the
ensuing Annual General Meeting (AGM) of the Company to be held on September 12, 2024 as Statutory Auditors
of the Company for a term of five consecutive years to hold the office from the conclusion of the ensuing Annual
General Meeting (AGM) till the conclusion of 37th Annual General Meeting (AGM) of the Company to be held for
the financial year ending March 31,2029.

DIRECTORS'' COMMENTS ON THE REPORT OF STATUTORY AUDITOR UNDER SECTION 134(3)(f)(i) OF
THE COMPANIES ACT, 2013

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and in the opinion of the
Directors do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation,
adverse remark or disclaimer.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms. Preeti
Mittal (Membership No. FCS - 12900 & COP No. - 17079) Proprietor of M/s Jain P & Associates, Practicing
Company Secretaries as Secretarial Auditor of the Company to conduct the secretarial audit of the Company for
the Financial Year 2023-24.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2023-24 as submitted by Secretarial Auditor in Form MR-3 is annexed as
"Annexure -I" and forms part of this Report".

The observation made by the Secretarial Auditor in its report is given below:

1) The Company has not paid Annual Listing fees for the financial year 2023-24 to BSE Limited.

2) The Company is currently suspended on BSE Limited.

Director''s Comments:

1) Due to constraint of sources & paucity of funds, Company has still not paid the Annual Listing Fee,
however management is trying to arrange for funds for the same

2) Company is complying with requirements of BSE Limited and it intend to make it''s status active
again and has actively corresponding with stock exchange.

ANNUAL SECRETARIAL COMPLIANCE REPORT

During the Provisions of Section 24A of the SEBI (Listing Obligations and Disclosure) Regulations, 2015 are
not applicable on the Company.

C. INTERNAL AUDITOR

The Board of Directors had appointed Mrs. Nisha Goyal as the Internal Auditor of the Company to carry out the
Internal Audit Functions at their Board Meeting held on 08.08.2022. Observations made in internal audit reports
are presented to the Audit Committee of the Board. The Company has well established internal control system
and procedures and the same has been working effectively throughout the year.

D. COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148
(1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost
accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service.
Therefore, no requirement of Appointment of Cost Auditor arises.

19. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the
Audit Committee and/or Board under Section 143 (12) of Companies Act, 2013 and Rules framed thereunder.

20. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan(s) or guarantee(s) and has not made any investment(s) covered under the
provision of the Section 186 of the Companies Act, 2013 during the year under review.

21. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE COMPANIES ACT, 2013

During the financial year 2023-24, the Company has not entered into any contracts/arrangements/ transactions
with related parties which could be considered material in accordance with the Company''s Policy on Materiality of
Related Party Transactions. All the transactions made on arm''s length basis are being reported in
Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014is annexed as "Annexure-ll" and forms part of this Report.

The Policy on Related Party Transactions is uploaded on the website of the Company and can be accessed at
http://ravmedlab.com/wp-content/uploads/2017/08/Policv-on-Related-Partv.pdf

22. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS
REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

No Material Changes have taken place from the end of the financial year till the date of this report.

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

To the best of the Management''s knowledge, there has been no material order passed by any regulator or Court
or Tribunal impacting the Going Concern status of the Company''s operations

24. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending under the
Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the
Insolvency and Bankruptcy Code, 2016.

25. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there has been no one time settlement of loan taken from Bank & Financial
Institution.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUT-GO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

The requisite information with regard to conservation of energy, technology absorption and foreign exchange
earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts)
Rules, 2014 is given below:

Sl.No.	Conservation of energy	Remarks
1.	the steps taken or impact on conservation of energy	NIL
2.	the steps taken by the company for utilizing alternate sources of energy	NIL
3.	the capital investment on energy conservation equipment	NIL

Sl. No.	Technology absorption	Remarks
1.	the efforts made towards technology absorption	NIL
2.	the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
3.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NIL
4.	the details of technology imported	NIL
5.	the year of import	NIL
6.	whether the technology been fully absorbed	NIL
7.	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
8.	the expenditure incurred on Research and Development	NIL

Sl. No.	Foreign exchange earnings and Outgo	Remarks
1.	The Foreign Exchange earned in terms of actual inflows during the year	NIL
2.	''The Foreign Exchange outgo during the year in terms of actual outflows	NIL

Further, there were no foreign exchange earnings and outgo during the year under review.

27. RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the
Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper
check in normal course of its business regarding risk management. Currently, the company does not identify any
element of risk which may threaten the existence of the company.

28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social
Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable
to the company for the period under review.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company is framed in line with the provisions of section 177 of the Companies Act,
2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.The
Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy
on Vigil Mechanism / whistle blower policy. Protected disclosures can be made by a whistle blower through an
e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee
also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly
basis. The Vigil Mechanism policy is uploaded on the website of the Company and can be accessed at
http://ravmedlab.com/wp-content/uploads/2017/08/Vigil-Mechanism-Policv.pdf

During the year under review, no protected disclosure concerning any reportable matter in accordance with the
Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

30. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal)
Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at
its workplaces. During the year, there were no cases/complaints filed under the POSH Act.

Number of	Number of	Number of	Number of workshops or
complaints	complaints	complaints pending	awareness programme
received	disposed of	more than ninety days	against sexual harassment
NIL	NIL	NIL	NIL

31. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate
section on corporate governance practices followed by the company, together with the certificate from the Practicing
Company Secretary confirming compliance forms an integral part of this Report.

32. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size,
scale and complexity of its operation. The system encompasses the major processes to ensure reliability of
financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and
economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of
the Company''s Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the
Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the
Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and
such Controls over Financial Reporting were operating effectively as on 31stMarch, 2024 based on the internal
control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business
and adherence to the company''s policies, prevention and detection of frauds and errors, accuracy & completeness
of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the
Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the organization''s risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also
meet the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial
reporting system and compliance to accounting policies and procedures followed by the Company.

33. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other
workers of the Company for their hard work, dedication and commitment. During the year under review, relations
between the Employees and the Management continued to remain cordial.

34. PARTICULARS OF EMPLOYEES

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company
for the financial year; Nil

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year; Nil

(iii) the percentage increase in the median remuneration of employees in the financial year; 58.33

(iv) the number of permanent employees on the rolls of company; 02 (Two)

(v) average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year; Nil

And its comparison with the percentile increase in the managerial remuneration and Justification thereof and
point out if there are any exceptional circumstances for increase in the managerial remuneration; Nil.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014

Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in
“Annexure- III” and forms part of this Report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as
adopted by the company.

35. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy
contains, inter-alia, directors'' appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a Director, etc. The same can be assessed at https://www.raymedlab.com/wp-content/
uploads/2022/06/Nomination-Remuneration-Policy.pdf

36. PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR) Regulations, 2015, the Board has framed a policy
to familiarize the Independent Directors of the Company. The web link where details of Familiarization Programmes
imparted to Independent Directors is updated is http://raymedlab.com/wp-content/uploads/2017/08/Familiarisation-
Programme-for-Independent-Directors.pdf

37. ANNUAL LISTING FEES/CHARGES

The equity shares of the Company are presently listed at BSE Limited. Annual Listing Fees for the Financial Year
2024-25 has not been paid by the Company.

38. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has framed a Code of Conduct for all Board Members and Senior Management Personnel
as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Additionally,
all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies
Act, 2013 to be read with SEBI Listing Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance
with the Code of Conduct.

39. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished
Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015&Code
of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI
(Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance
with the Code of Conduct.

40. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF
SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the
Company

41. DIRECTOR''S RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors hereby state as follows:

i. That in the preparation of the Annual Accounts for the year ended March 31,2024, the applicable accounting
standards read with requirements set out under Schedule III to the Act have been followed and there are no

material departures from the same;

ii. That they have selected such accounting policies and applied them consistently and made judgment and
estimates that they are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company as at March 31,2024 and of the profit or loss of the company for the year ended on that date;

iii. That they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act for safeguarding the assets of the company and preventing
and detecting fraud and other irregularities;

iv. That they have prepared the annual accounts of the Company for the financial year ended 31st March,
2024on a going concern basis;

v. That they have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively and

vi. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

42. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there
were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares and Employees'' Stock Options Schemes) to employees of the
Company under any scheme.

iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit
of employees.

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing
Director of the Company.

43. DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year under review.

44. ACKNOWLEDGEMENT AND APPRECIATIONS

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the
various stake holders including Financial Institutions, Banks, Governmental authorities and other business
associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered
by the employees at all levels of the Company, who have contributed significantly towards Company''s performance
and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and
support extended by our valued stakeholders.

By Order of the Board of Directors
For Raymed Labs Limited

Ajai Goyal Nisha Goyal

Date:12.08.2024 Whole Time Director Director

Place: Noida DIN: 02636418 DIN:02710946

---

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Annual Report along with the Audited Statement of Accounts of the company for the Financial Year ended 31st March 2014.

FINANCIAL PERFORMANCE

Figures in Rs. Lacs

PARTICULARS Current Year Previous Year 2013-14 2012-13

Total Income 2.13 0.09

Profit / Loss before interest, Depreciation (1.07) (3.07)

Depreciation 0.19 1.36

Profit / (Loss) for the year (4.92) (6.56)

DIVIDEND

In view of the accumulated losses, the Directors regret their inability to declare any dividend for the year under review.

DIRECTORS

In respect of the appointment of the Mr. Ankur Arora as Non-Executive Independent director, a notice in writing in the prescribed manner as required by section 160 of the Companies Act, 2013 and Rules made thereunder has been received by the Company, regarding candidature of the aforesaid directors for the office of the director.

Pursuant to section 152 of the Companies Act, 2013 and in accordance with provisions of Article of Association of the Company, Ms. Nisha Goyal, Director of the Company, retires by rotation and being eligible, offer herself for re-appointment.

None of the Directors are disqualified under section 164 (2) of the Companies Act, 2013.

AUDITORS

Mr. Deepak Gupta, Chartered Accountants, Statutory Auditors of the Company will hold office up to the conclusion of the ensuing Annual General Meeting and has conveyed his intent not to seek reappointment as Statutory Auditor of the Company.

On recommendation of the Audit Committee, the Board recommends the appointment of M/s A Kay Mehra& Co., Chartered Accountants as Statutory Auditors. Mr. A Kay Mehra& Co., Chartered Accountants, if appointed by members, shall hold office from the conclusion of ensuing Annual General Meeting up to the sixth Annual General Meeting of the Company subject to ratification of their appointment at every AGM.

A written confirmation has been received from them as required under section 141 of the Companies Act, 2013 to the effect that their appointment, if made, would satisfy the criteria provided in said section.

AUDIT REPORT & ACCOUNTS

The comments on statement of accounts referred to in the report of the auditors are self-explanatory.

COMPLIANCE CERTIFICATE

Pursuant to requirement of Section 383A(1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from practicing Company Secretary, for the Financial year ended 31.03.2014. The same has been attached in Director''s Report.

CORPORATE GOVERNANCE REPORT

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization''s corporate governance philosophy is directly linked to high performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and Society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders.

The Compliance report on corporate governance and a certificate from M/s. Deepak Gupta & Associates, Chartered Accountants, Statutory Auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under clause 49 of the listing agreement with the stock exchanges, is attached herewith to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, The Board of Directors of your Company state:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii. that 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 loss/profit of the Company for that period;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the directors had prepared the annual accounts on a going concern basis.

MATERIAL CHANGES

There was no material change affecting the financial position of the Company between the date of Balance Sheet and the date of this Report.

PARTICULARS OF EMPLOYEES

The information required in accordance with the provisions of section 217 (2A)of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975 as amended by Company(Particular of Employees) Rules, 2011 is NIL.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2013-14.

ACKNOWLEDGEMENT

Your Board of Directors wish to place on record their sincere appreciation for the continued support and cooperation of the shareholders, bankers, various regulatory and government authorities and employees of the Company. Your support as shareholders and members of the company is greatly valued. Board acknowledges your continued association and support in the growth of the organization.

Place: Saharanpur Date: 11/08/2014 By Order of the Board For Raymed Labs Ltd. Sd/- Ajai Goyal Chairman

---

Mar 31, 2012

To, The Members of Raymed Labs Limited

The Directors take pleasure in presenting the Annual Report along with the Audited Statement of Accounts of the company for the Financial Year ended 31st March 2012.

FINANCIAL PERFORMANCE

Figures in Rs. Lacs

Particular Current year Previous year 2011-12 2010-11

Total Income 19.13 19.37

Profit / Loss before interest, Depreciation (4.15) 4.10

Depreciation 1.49 1.66

Profit / (Loss) for the year (6.58) 1.40

DIVIDEND

In view of the accumulated losses, the Directors regret their inability to declare any dividend for the year under review.

FUTURE

The Outlook for the future is not very optimistic, as the Company has again incurred a loss during the year. The Financial position of the company seems to be very weak in the current line of business. Therefore the management is currently exploring various business options in the best interest of the shareholders. Your directors are trying hard to improve the functioning of the company. Looking into the future prospectus, the management considered and approved to sell, lease, dispose and/or transfer/sale of land, building and machinery and other assets of the company but couldn't complete the process during the financial year. The Board again considered the matter in the Board Meeting of 11th July 2012 and the matter was duly approved by the Board and subsequently by the shareholders by way of Postal ballot and the results for the same were declared by the Mr. Ajai Goyal, Chairman and Managing Director, on 23rd August, 2012.

MATERIAL CHANGES

Due to economy Slowdown, the current business activity of the company was in slow pace. The company has carried limited business activity during the current year. Owing to the mounting losses in the manufacturing activity, Board has decided to close down the current line of business. Shareholders approval by way of Postal ballot was sought for the same.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956, and the rules made there under.

AUDITORS' REPORT

The notes to the accounts referred to in the Auditor's Report and the observations made in the Report under Companies (Auditor's Report) Order, 2003, are self-explanatory and therefore do not call for any further comments of the Board.

AUDITORS

Mr. Deepak Gupta, Chartered Accountant, retires as Statutory Auditor of the Company at the conclusion of the ensuring Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received a confirmation from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 224(1B) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

Pursuant to requirement of Section 383 A (1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from practicing Company Secretary, for the Financial Year ended 31.03.2012. The same has been attached in Director's Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Akhilesh Prabhakar, director of the Company who is liable to be retired by rotation and being eligible has offered himself for re-appointment. Your directors recommend his reappointment as a Director of the Company.

There was no other change in the composition of the Board of Directors during the year.

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors' Report and the certificate from statutory auditors certifying the compliance of conditions on Corporate Governance is attached with this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, The Board of Directors of your Company state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that 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 loss/profit of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required under Section 217(1) (e) of the Companies Act, 1956 and the Rules made there under have not been specified for our industry. The Company has neither incurred any expenditure nor earned any income in the Foreign Currency during the year. Your Company is not using any Foreign Technology.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers and staff of the Company at all levels who have contributed to the efficient and successful management of the Company.

ACKNOWLEDGEMENT

Your Board of Directors wish to place on record their sincere appreciation for the continued support and cooperation of the shareholders, bankers, various regulatory and government authorities and employees of the Company. Your support as shareholders and members of the company is greatly valued for us. Board acknowledges your continued association and support in the growth of the organization.

By Order of the Board

For Raymed Labs Ltd.

-Sd- -Sd-

Place : Saharanpur Ajai Goyal Nisha Goyal

Date : 30th August 2012 Managing Director Director

---

Mar 31, 2010

The Directors take pleasure in presenting the Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March 2010.

FINANCIAL PERFORMANCE

Figures in Rs. Lacs

Current Year Previous Year 2009-10 2008-09

Total Income 38.55 23.30

Profit / Loss before interest, Depreciation 3.47 (24.34)

Depreciation 1.83 1.66

Profit / (Loss) for the year 0.71 (26.00)



DIVIDEND

In view of the liquidity crunch faced by the company as also the accumulated losses, the Directors regret their inability to declare dividend for the year under review.

FUTURE

The Outlook for the future is still very grim and the Company is exploring manufacturing/marketing of some other products in the health care industry that the Company does not plan to manufacture at the present facilities or the new facilities in Uttrakhand. Your directors are hopeful that your company would do better in times to come.

MATERIAL CHANGES

No material changes have occurred from the date of balance sheet till the date of this report which has any adverse affect on the working of the company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956, and the rules made there under.

AUDITORS REPORT

The notes to the accounts referred to in the Auditors Report and the observations made in the Report under Companies (Auditors Report) Order, 2003 are self-explanatory and therefore do not call for any further comments of the Board.

AUDITORS

Mr. Deepak Gupta, Chartered Accountant, was appointed as the Statutory Auditor of the Company. Mr. Deepak Gupta, Chartered Accountant, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Pursuant to the provisions Section 224(1B) of the Companies Act, 1956 he has confirmed that his appointment, if made, would be within the prescribed limits. Board of Directors recommend reappointment of Mr. Deepak Gupta, Chartered Accountant, as Auditors of the company at the ensuing Annual General Meeting.

COMPLIANCE CERTIFICATE

Pursuant to requirement of Section 383 A (1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from practicing, Company Secretary, for the financial year ended 31.03.2010. The same has been attached in Directors Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ankur Goel, would retire at the ensuring Annual General Meeting and being eligible, offers himself for reappointment.

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors Report and the certificate from statutory auditors certifying the compliance of conditions on Corporate Governance is attached with this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii. that 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;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required under Section 217(1) (e) of the Companies Act, 1956 and the Rules made there under have not been specified for our industry. The Company has neither incurred any expenditure nor earned any income in the Foreign Currency during the year. Your Company is not using any Foreign Technology.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

ACKNOWLEDGEMENT

Your Board of Directors wish to place on record their sincere appreciation for the continued support and cooperation of the shareholders, bankers, various regulatory and government authorities and employees of the Company. Your support as shareholders and members of the company is greatly valued for us. Board acknowledges your continued association and support in the growth of the organization.

By Order of the Board

For Raymed Labs Ltd.

-Sd- -Sd-

Ajai Goyal Nisha Goyal

Place: Saharanpur

Date: 1st September 2010 Managing Director Director