Your Directors are pleased to present the 33rd 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 31st March, 2025.
1. FINANCIAL PEFORMANCE:
The Audited Financial Statements of your Company as on 31st 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 31st 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 31st 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 27th 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 21st 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 01st 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 31st 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. 23rd August, 2024.
2. Ms. Roshni Kapshiwal (ICSI Membership No. A73894) appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 06th November, 2024.
3. Mr. Nishant Nathmal Bajaj (DIN: 06634036) appointed as an Additional (Category: NonExecutive) Director of the company w.e.f. November 06th, 2024.
4. Mr. Prashant Nathmal Bajaj (DIN: 06634037) appointed as Additional Director (Executive) of the Company w.e.f. 08th January, 2025.
5. Mr. Hitesh Bajoria (DIN: 08563703) appointed as Additional Director (Non-Executive) of the Company w.e.f. 08th January, 2025.
6. Mr. Tushar Pandit Awate (DIN: 10806831) appointed as Additional Director (Non-Executive) of the Company w.e.f. 08th January, 2025.
7. Mrs. Urmila Hansraj Sharma (DIN: 10801754) appointed as Additional Director (NonExecutive) of the Company w.e.f. 08th January, 2025.
8. Mr. Ajay Goyal, has resigned from the post as Whole Time Director & CFO of the Company w.e.f. 27th January, 2025.
9. Ms. Nisha Goyal, has resigned from the post as a Director & Internal Auditor of the company w.e.f. 27th January, 2025.
10. Ms. Roshni Kapshiwal (ICSI Membership No. A73894) has resigned from the post of Company Secretary and Compliance Officer w.e.f. 29th January, 2025.
11. Ms. Poonam Sharma has resigned from the post of Independent Director w.e.f. 30th January, 2025.
12. Mr. Harsh Prabhakar has resigned from the post of Independent Director w.e.f. 30th January, 2025.
13. Mr. Tushar Pandit Awate, has resigned from the post as Additional Director of the Company w.e.f. 25th March, 2025.
14. Ms. Prity Bishwakarma, appointed as Non- Executive Independent Woman Director of the Company w.e.f. 25th March, 2025 till 24th 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 25th March, 2025 to 24th March, 2030.
16. Mr. Pankesh Sutariya, appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 25th 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 31st 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 12th 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 23rd August, 2024)
3. Ms. Roshni Kapshiwal, Company Secretary & Compliance officer (from 06th November, 2024 to 28th January, 2025)
4. Mr. Pankesh Sutariya, Company Secretary & Compliance officer (w.e.f. 25th March, 2025)
11. NUMBER OF MEETINGS OF THE BOARD:
During the year under review, the Board met Eleven (11) times on 17th April, 2024, 24th May 2024, 12th August 2024, 23rd August, 2025, 06th November, 2024, 16th November, 2024, 08th January, 2025, 14th January, 2025, 27th January, 2025, 01st February, 2025 and 25th 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 31st 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. 24th May 2024, 12th August 2024, 06th November, 2024, 27th January, 2025 and 25th 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 01st 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. 06th November, 2024, 08th January, 2025, 27th January, 2025, 25th 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 01st 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. 24th May 2024, 12th August 2024, 06th November, 2024, 27th 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 31st 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 25th 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 12th 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 31st 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 32nd AGM of the Company held on 18lh 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.
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a.
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Number of complaints of Sexual Harassment received in the Year
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Nil
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b.
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Number of Complaints disposed off during the year
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Nil
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c.
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Number of cases pending for more than ninety days
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Nil
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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 31st 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 07th 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 05th 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 27th 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 21st 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 31st 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.
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