Remedium Lifecare Ltd Directors Report

During the year under review, the Company has changed its RTA from Skyline Financial Services Private Limited to Bigshare Service Private Limited w.e.f. 30^th May, 2024.

During the year under review 12, (Twelfth) Meetings of the Board of Directors were convened and held i.e. on 12^th April, 2024, 27^th May, 2024, 8^th July, 2024, 20^th July, 2024, 14^th August, 2024, 4^th September, 2024, 31^st October, 2024, 14^th November, 2024, 22^nd January, 2025, 25^th January, 2025, 14^th February, 2025 and 28^th March, 2025.

The details of the attendance of Directors at these meetings are as under:

The Company has constituted qualified and independent Audit Committee. The Audit Committee constituted by the Board in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary of the Company acts as Secretary to the Audit Committee. The Committee is governed by the term of reference which are in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. More details pertaining to the Audit Committee are included in the Corporate Governance report which forms part of this report.

All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

The Nomination and Remuneration Committee constituted by the Board in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee consists of only Non-Executive Directors as its members. The Company Secretary of the Company acts as Secretary to the Nomination and Remuneration Committee.

The details of composition, terms of reference of the Nomination and Remuneration Committee, numbers and dates of meetings held, attendance of the Directors are given separately in the attached Corporate Governance Report which forms part of this Report.

The Stakeholders Relationship Committee constituted by the Board in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee consists of only Non-Executive Directors as its members. The Company Secretary of the Company acts as Secretary to the Stakeholders Relationship Committee.

The details of composition, terms of reference of the Stakeholders Relationship Committee, numbers and dates of meetings held, attendance of the Directors are given separately in the attached Corporate Governance Report which forms part of this Report.

The Risk Management Committee constituted by the Board in compliance with the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee consists of Non-Executive Directors and Executive Director as its members.

The details of composition, terms of reference of the Risk Management Committee, numbers and dates of meetings held, attendance of the Directors are given separately in the attached Corporate Governance Report which forms part of this Report.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Mansoor Abdul Vahab (DIN: 02882381), Non-Executive - Non Independent Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. Your Board recommends his re-appointment to the Shareholders.

A brief profile of Mr. Mansoor Abdul Vahab (DIN: 02882381) as required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and justification for his re-appointment are given in the explanatory statement to Notice of the 36^th Annual General Meeting.

The Company has received declaration from all the Independent Directors that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with the Schedule and Rules issued thereunder. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors? Databank maintained with the Indian Institute of Corporate Affairs (‘IICA?) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The details of the present board members as on this report this are presented below:

The following three persons were formally noted as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

and changes occurred during F.Y. 2024-25 till the date of

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors 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 the financial year and of the profit of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

During the year under review, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

During the year under review, your Company has not given any loans, guarantees or made any investments within the purview of Section 186 of the Companies Act, 2013.

The details of the related party transactions, as per requirement of Accounting Standards-18 are disclosed in notes to the financial statements of the Company for the financial year 2024-25. None of the transactions with any of the related parties was in conflict with the interest of the Company.

As there are no truncation other than Remuneration and Sitting Fees , the particulars of contracts or arrangements with related parties referred to in Section 188(1), in prescribed Form AOC - 2 under Companies (Accounts) Rules, 2014 are is not applicable.

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

The prescribed particulars of 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 Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as "Annexure C" which forms part of this report of Board of Directors.

Pursuant to section 134(3) (n) of the Companies Act, 2013 and as per provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and adopted Risk Management Policy. An ongoing exercise is being carried out to identify, evaluate, manage and for monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

The Company falls under the criteria i.e. net worth or turnover or net profit, as prescribed in section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility (CSR) provisions. Accordingly in line with the above section, since the obligation of the Company to spend under CSR for the Financial Year 2024-25 is below the threshold limit of Rs. 50 lakhs, the company is not required to constitute a CSR Committee. (Annexure -D)

The Company has implemented a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in all cases. There were no complaints received during the year 2024-25.

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure E" and form part of this Report.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

The Company has incorporated a new Wholly Owned Subsidiary (WOS) in Singapore by the name of REMLIFE GLOBAL PTE. LTD. on September 24, 2024, for which the Accounting and Corporate Regulatory Authority, has issued a Certificate of Incorporation bearing Corporate. REMLIFE GLOBAL PTE. LTD. is not a material subsidiary company as stipulated under SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015.

The Consolidated Financial Statements of your Company for the financial period 2024 - 25 are prepared in compliance with the applicable provisions of the Companies Act, 2013, including Indian Accounting Standards (IND-AS 110) specified under Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with the Auditors? Report thereon forms part of the Annual Report.

Pursuant to Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of each of the subsidiaries in the prescribed Form AOC - 1 are provided along with the Boards Report which forms part of the Annual Report. As Annexure B.

The financial statements of the subsidiary would be available for inspection by the Members at the registered office of your Company pursuant to the provisions of Section 136 of the Companies Act, 2013. Your Company would provide free of cost, a copy of the financial statements of its subsidiary company to the Members upon their request upon availability of financial statement, being foreign subsidiary company and due difference in adoption of financial year between company and subsidiary the consolidation is done as per Management provided Financial.

There are no companies which have become or ceased to be Joint Venture, or Associate Companies during the financial year 2024 - 25.

There is no unclaimed or unpaid dividend lying with the Company. Therefore, during the year under review, the Company was not required to transfer any amount to Investor Education and Protection Fund.

During the year, none of the employees of your Company were in receipt of remuneration in excess of the limits as laid down under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by SEBI. The report on Corporate Governance as prescribed in Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance along with a declaration signed by the Chairman and Managing Director stating that Members of the Board and Senior Management Personnel have affirmed the compliance vide Code of Conduct of the Board and Senior Management is attached to the report on Corporate Governance.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company?s Auditors confirming compliance forms an integral part of this Report annexed as Annexure G.

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company?s operations in future.

The Equity Shares of the Company are listed on the BSE Limited. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

45. AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel and employees of the Company or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

Company is committed in doing business with integrity and with transparency. We prohibit corrupt payments of all kinds, including facilitating payments.

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

The Company has not borrowed any monies from banks or financial institutions. Accordingly, there is no question of any one-time settlement with the banks or financial institutions.

a) The Company has not issued any sweat equity shares, shares with differential voting rights and equity shares on rights basis during the year under review. However the company has issued

• 30,24,00,000 Bonus equity shares of Re. 1/- each allotted on July 8, 2024.

• 478790132 equity shares of Rs. 1/- each issued at par on rights basis on 22/05/2025

These shares are ranking pari-passu with the old equity shares of the company.

b) The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable and hence, the disclosure under Section 197 (14) is not required.

c) The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

d) The Company has not issued any warrants, debentures, bonds or any non-convertible securities during the year under review.

e) The financial statements of the Company were not revised.

f) The Company has not failed to implement any corporate action.

g) As there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013, no Voting rights were directly exercised by the employees of the Company.

Your Directors express their deep sense of appreciation and extend their sincere thanks to every executive, employee and associates for their dedicated and sustained contribution and they look forwarded to the continuance of the same in future.

Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.