Directors Report of Rajnish Wellness Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the Companyâs 10^th Annual Report and the Companyâs Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS

The operating results of the Company for the year ended 31^st March, 2025 are as follow:

Amount in Rs. Lakhs
Particulars	Year ended 31^stMarch 2025	Year ended 31^stMarch 2024
Total Income (including Other Income)	4,908.49	7,668.46
Less: Depreciation	2.39	2.41
Less: Other Expenses	4882.81	7521.48
Profit/ (Loss) Before Exceptional Items and Taxation	23.29	144.56
Tax Expenses (Net)	5.99	41.25
Net Profit after tax	17.30	103.32
Opening Balance of Retained Earnings	219.06	118.18
Less: Adjustment of Earlier years	17.30	105.75
Closing Balance of Retained Earnings	236.36	219.06

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANYâS AFFAIR

During the financial year under review,

(a) the turnover of the Company in the financial year ended as on March 31, 2025 is (INR in Lakhs) 4,908.49 as against (INR in Lakhs) 7,668.46 the previous year ended as on March 31, 2024; and

(b) the profit of the Company in the financial year ended as on March 31, 2025 is (INR in Lakhs) 17.30 /-as against profit of (INR in Lakhs) 103.32 /- in the previous year ended as on March 31, 2024.

4. DIVIDEND

No dividend is proposed to be paid for the financial year 2024-25.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) is disclosed in the Corporate Governance Report and is uploaded on the Companyâs website at https://rainishwellness.com/codes-policies-others/ Dividend Distribution Policy pdf

5. SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31, 2025 is Rs. 16,00,00,000 (Rupees Sixteen Crores Only) divided into 16,00,00,000 (Sixteen Crores Only) Equity Shares of Rs. 1/- each.

The issued, subscribed and paid-up share capital of the Company as on March 31, 2025 is Rs. Rs. 15,67,50,000 (Rupees Fifteen Crore Sixty-Seven Lakhs Fifty Thousand only), divided into 15,67,50,000 (Fifteen Crore Sixty-Seven Lakhs Fifty Thousand) equity shares of Rs. 1 each, ranking pari passu in all respect with the existing equity Shares of the Company. Out of the total paid-up share capital of the Company 7.41 % is held by Promoter & Promoter Group and balance of 92.59 % is held by held by persons other than Promoters and Promoter Group.

During the year under review, the following changes took place in the Capital structure of the Company: a. The Board of Directors at its meeting held on, 26th December, 2024 approved:

(i) Raising of funds through issuance and allotment of equity shares having face value of 1.00/-(Rupee One Only) (âEquity Sharesâ) for an aggregate amount not more than Rs. 49,90,00,000/ -(Rupees Forty Nine Crore Ninety Lakh Only) on right issue basis, on such terms and conditions as may be decided by the Board of Directors of our Company to the eligible equity shareholders of the Company, as on the record date subject to the receipt of applicable regulatory, statutory approvals, in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, and the Companies Act, 2013 and the rules made thereunder, as amended from time to time. (âRights Issueâ)

(ii) Constitution of the Rights Issue Committee consisting of Monam Kapoor (Chairman), Swati Jain (Member) and Preeti Garg (Member)

(iii) Authorizing the Rights Issue Committee to appoint various intermediaries and also to do all such acts, deeds, things, and matters, as it may in its absolute discretion deem necessary, proper, and desirable for the purpose of and in connection with the Rights Issue

6. THE CHANGE TN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

7. CASH FLOW AND FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Financial Statement is part of the Annual Report.

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

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

9. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Directorâs Report.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk management policy is available on the website of the Company.

11. INTERNAL CONTROL SYSTEM

The Companyâs internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company âTo be the most sustainable and competitive Company in our industryâ. The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has made investment falling within the meaning of section 186 of the Companies Act, 2013, but has not given any loan or guarantee as per section 186 of the Companies Act, 2013 and the rules made thereunder.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with Related Party are provided in the Companyâs financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board.

14. DISCLOSURE UNDER SEXUAL HARASSMENT ACT

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âthe POSH Actâ) and Rules made thereunder. The Company has constituted Internal Complaints Committee under the

POSH Act, for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

Your directorâs further state that during the F.Y. 2024-25, there were no complaints received pursuant to the POSH Act. The following is reported pursuant to Section 22 of the POSH Act:

15. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

16. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2024-2025: www.rainishwellness.com

17. NUMBER OF BOARD MEETINGS, GENERAL MEETING CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors duly met 06 (Six) times during the financial year from 01st April, 2024 to 31^stMarch, 2025. The dates on which the meetings were held are as follows:
	Sr	Dates on which Board	Strength of the	No. of Directors
	No.	Meetings held	Board	Present
	1.	19^th April, 2024	5	5
	2.	09^th July, 2024	6	6
	3.	27^th August, 2024	6	6
	4.	16^th October, 2024	6	6
	5.	26^th December, 2024	6	6
	6.	12^th February, 2025	6	6

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Annual General Meeting of the Company was held on September 24, 2024.

During the year under review, Postal Ballot activity was also conducted and the resolutions proposed were passed on March 26, 2024.

18. BOARD OF DIRECTORS

The composition of the Board is in accordance with the provisions of Section 149 of the Companies Act, 2013 with an optimum combination of Executive, Non-Executive and Independent Directors. The Directors on the Board are persons with proven competency, integrity, experience, leadership qualities, financial and strategic insight. They have a strong commitment to the Company and devote sufficient time to the Meetings.

Sr.
No.	DIN	Name	Designation
1.	07192704	Rajnish Kumar S Singh	Chairman, Executive Director & Managing Director
2.	09278005	Monam Kapoor	Non-Executive Independent Director
3.	09662113	Preeti Garg	Non-Executive Independent Director
4.	09436199	Swati Jain	Non-Executive Independent Director
5.	10062907	Saloni Mehra	Non-Executive- NonIndependent Director

The Members are also informed about the following changes in Board, during the year under review:

1. Ms. Sanjjari Sanju Kashyap (DIN: 03514536) tendered her resignation as Independent Director of the Company with effect from close of Business hours of August 27th, 2024.

Ms. Saloni Mehra (DIN: 10062907) is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, she has offered himself for re-appointment.

The members are also informed that no changes took place in Key Managerial Personnel during the year under review.

19. DISQUALIFICATION OF DIRECTORS UNDER SECTION 164

None of the directors were disqualified from being appointed or re-appointed as directors of the Company or other companies as prescribed within the provision of section 164 of the Companies Act 2013. Furthermore, the Certificate of Non-Disqualification of Directors (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) have been attached to his Board report as Annexure -C.

20. COMMITTEES OF THE BOARD AND ITS COMPOSITIONi. AUDIT COMMITTEE

As per the applicable provisions of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015

The Audit Committee comprises of the following:
	Audit Committee
	Sr. No.	DIN	Name	Designation	Category	Date Of Appointment
	1	09662113	Preeti Garg	Non-Executive - Independent Director	Chairperson	07-09-2022
	2	09278005	Monam Kapoor	Non-Executive - Independent Director	Member	10-02-2022
	3	07192704	Rajnish Kumar S Singh	Executive Director	Member	13-06-2015

ii. NOMINATION AND REMUNERATION COMMITTEE

As per the applicable provisions of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015

The Nomination and remuneration committee comprises of the following:

Nomination and remuneration committee
Sr. No.	DIN	Name	Designation	Category	Date Of Appointment
1	09662113	Preeti Garg	Non-Executive - Independent Director	Chairperson	07-09-2022
2	09278005	Monam Kapoor	Non-Executive - Independent Director	Member	10-02-2022
3	10062907	Saloni Mehra	Non-Executive- NonIndependent Director	Member	09-05-2023

iii. STAKEHOLDERSâ RELATIONSHIP COMMITTEE

As per the applicable provisions of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015

The Stakeholdersâ Relationship Committee comprises of the following:

Si			takeholders Relationship Committee
Sr. No.	DIN	Name	Designation	Category	Date Of Appointment
1	09662113	Preeti Garg	Non-Executive - Independent Director	Chairperson	07-09-2022
2	09278005	Monam Kapoor	Non-Executive - Independent Director	Member	10-02-2022
3	10062907	Saloni Mehra	Non-Executive- NonIndependent Director	Member	10-02-2022

iv. RISK MANAGEMENT COMMITTEE

As per the applicable provisions of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015

The Risk Management Committee comprises of the following:

Risk Management Committee
Sr. No.	DIN	Name	Designation	Category	Date Of Appointment
1	07192704	Rajnish Kumar S Singh	Executive Director	Member	13-06-2015
2	09662113	Preeti Garg	Non-Executive - Independent Director	Chairperson	07-09-2022
3	09278005	Monam Kapoor	Non-Executive - Independent Director	Member	10-02-2022

21. DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, Directors make the following statements in terms of Section 134(3) and Section 134(5) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to any material departures, if any;

affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

c) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts for the financial year ended March 31, 2024 had been prepared on a âgoing concernâ basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

22. DEPOSITS

During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable. However, during the financial year, the Company has taken loan from Mr. Rajnish Kumar Singh, Managing Director of the Company which is in compliance with the provisions of the Companies Act, 2013 and also repaid the same during the year.

23. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

During the year under review, the Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no such non-compliant deposits to report.

24. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure D to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The policy is available on the Companyâs website at www.rajnishwellness.com.

25. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS. THETR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

26. DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT REGARDING OPTNTON OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

All Independent Directors of your Company have submitted their declaration of independence, as required, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and are not disqualified from continuing as Independent Directors of your Company. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have confirmed that they have registered themselves with databank maintained by the Indian Institute of Corporate Affairs (âIICAâ). These declarations/confirmations have been placed before the Board. Pursuant to Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby affirms that, based on the evaluation conducted and declarations received, it is of the opinion that the Independent Directors appointed during the financial year possess the requisite integrity, expertise, and experience (including proficiency) required for effectively discharging their duties as Independent Directors of the Company.

27. MEETING OF INDEPENDENT DIRECTORS:

As stipulated in the Code of Conduct for Independent Directors under the Act and Listing Regulations, a separate Meeting of Independent Directors of the Company was held on 12^th February, 2025 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was compiled by independent authority and informed to the members.

28. DETAILS OF FAMILIARIZATION PROGRAMMES FOR THE INDEPENDENT DIRECTORS

On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads on the Companyâs finance and other important aspects.

29. STATUTORY AUDITORS

The Members of the Company had appointed upon recommendation and approval by the Board of Directors and Audit Committee appointed M/s. Motilal & Associates LLP, Chartered Accountants (Firm Registration No. 106584W/W100751) as Statutory Auditor of the Company to hold office for a further term of 5 (five) years from the conclusion of 09th Annual General Meeting held on November 09, 2023 till the conclusion of the 14th Annual General Meeting to be held in the year 2028.

30. SECRETARIAL AUDITORS

The Board of Directors of the Company appointed HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company at its Board Meeting held on August 27, 2024 to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report issued by HSPN & Associates, Company Secretaries in Form No. MR. 3 for the FY 2023-24 is annexed herewith and forms part of this report as Annexure E. The said Report does not contain any qualification, reservation, disclaimer or observation requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Further, the Audit Committee and Board shall recommend appointment of M/s. HSPN & Associates LLP, Practicing Company Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e. from FY 2025-26 to 2029-30, subject to approval of the Members at the Annual General Meeting to be held in the FY 2025-26.

31. INTERNAL AUDITORS

The Company appointed M/s. Gaurav Chandak & Associates as the Internal Auditors of the Company to conduct Internal Audit of the Company for the financial year 2024-25.

32. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

33. EXPLANATION OR COMMENTS ON QUALIFICATIONS, ^RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY ^THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THETR REPORTS

The report of the Statutory Auditor, Secretarial Auditor and Internal Auditor does not have any qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managementâs Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure F.

35. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Venture and Associate Company.

36. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed âVigil Mechanism Policyâ for Directors and employees of the Company to provide a mechanism which

ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The said Policy is available on the website of the Company at www.rajnishwellness.com.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

37. REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor Internal Auditors or Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Board or the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

38. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

During the year, 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 Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

39. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The below material events were considered during the financial year under review:

a) The board of directors in their meeting held on 26th December, 2024, considered and approved Raising of funds through issuance and allotment of equity shares having face value of 1.00/- (Rupee One Only) (âEquity Sharesâ) for an aggregate amount not more than Rs. 49,90,00,000/ - (Rupees Forty Nine Crore Ninety Lakh Only) on right issue basis, on such terms and conditions as may be decided by the Board of Directors of our Company to the eligible equity shareholders of the Company, as on the record date subject to the receipt of applicable regulatory, statutory approvals, in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital

and Disclosure Requirements) Regulations, 2018, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, and the Companies Act, 2013 and the rules made thereunder, as amended from time to time. (âRights Issueâ)

33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

During the year under review, no significant material orders has been passed by the Regulators or Courts or Tribunals which would impact the going status of the Company and its future operations.

34. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Further the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report as Annexure- G.

35. CEO/CFO CERTIFICATION

In terms of SEBI (LODR) Regulations, the Certificate signed by Mr. Mihir Shrenik Patwa, Chief Financial Officer of the Company was placed before the Board of Directors along with Annual Financial Statement for the financial year ended March 31, 2025 at its meeting. The detailed certificate has been attached to this report as Annexure-H

36. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of the SEBI Listing Regulations is available as a separate section in the Annual Report.

37. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company are initiated or pending under the Insolvency and Bankruptcy Code, 2016. The 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 - Not Applicable.

38. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.

39. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

40. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long-term value for shareholders.

41. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than Rupees Five Hundred Crore, Turnover less than Rupees One Thousand Crore and Net Profit less than Rupees Five Crore.

42. ACKNOWLEDGEMENTS

The Board places on record its deep appreciation to all employees for their hard work, dedication, unstinted efforts and commitment. The Board places on record its appreciation for the support and cooperation the Company has been receiving from its customers, suppliers and Bankers. The Board also take this opportunity to thank all Shareholders, Investors, Business Associates, Government and Regulatory Authorities and Stock Exchange, for their continued support.

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

Mar 31, 2024

The Board of Directors are pleased to present the Companyâs 09^th Annual Report and the Companyâs Audited Financial Statements for the financial year ended 31^st March, 2024.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31 March, 2024 are as follow:

Amount in Rs. Lakhs

Particulars	Year ended 31^stMarch 2024	Year ended 31^stMarch 2023
Revenue from Operations	7,668.46	2,761.82
Profit before tax from continuing operations	144.56	63.28
Tax Expenses (Including Deferred Tax)	41.25	17.27
Profit after Tax	103.32	46.01
Total Income for the year	103.32	46.01

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANYâS AFFAIR

During the year under review, your Company achieved total revenue from operations of Rs. 7668.46 Lakhs (previous year Rs. 2761.82 Lakhs).

The profit after tax is at Rs. 103.32 Lakhs (Previous year Rs. 46.01 Lakhs).

4. DIVIDEND

Your directorâs do not recommend any dividend for the financial year 2023-2024.

5. CASH FLOW AND FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Financial Statement is part of the Annual Report.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

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

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

10. INTERNAL CONTROL SYSTEM

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

14. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2023-2024: http://www.rainishwellness.com/

15. NUMBER OF BOARD MEETINGS, GENERAL MEETING CONDUCTED DURING THE YEAR UNDER REVIEW

During the year under review, 11 (eleven) meetings of the Board of Directors were held on February 21, 2024; January 18, 2024; January 04, 2024; December 11, 2023; October 20, 2023; September 01, 2023; August 10, 2023; August 07, 2023; July 28, 2023; July 20, 2023; April 20, 2023. The intervening gap between two Board Meetings did not exceed 120 days.

The Annual General Meeting of the company was held on 25^th September, 2023.

16. DIRECTORSâ RESPONSIBILITY STATEMENT

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

d) The annual accounts for the financial year ended March 31, 2024 had been prepared on a âgoing concernâ basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

17. DEPOSITS

During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable. However, during the financial year, the Company has taken loan from Mr. Rajnishkumar Singh, Managing Director of the Company which is in compliance with the provisions of the Companies Act, 2013 and also repaid the same during the year.

18. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The policy is available on the Companyâs website at www.rainishwellness.com.

19. BOARD OF DIRECTORS

Mr. Rajnishkumar S. Singh (DIN: 07192704) is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, he has offered himself for re-appointment.

The Members are also informed about the following changes in Board, during the year under review:

1. Ms. Richa Anil Dua (DIN:09566658) and Mr. Madhukar DevappaImade (DIN:08062545), resigned from the position of Independent Directors of the Company with effect from closure of business hours on 09th May, 2023 due to professional commitments.

2. Ms. Swati Jain (DIN: 09436199) and Ms. Saloni Mehra (DIN: 10062907) were appointed as Additional Non-Executive Independent Directors of the Company for a period of 5 (five) years effective from May 09, 2023, subject to the approval of the shareholders at the ensuing general meeting of the Company. However, the Board of Directors at their meeting held on 07th August 2023 changed the designations of Ms. Swati Jain and Ms. SaloniMehra from the position of Non-Executive Independent Director to NonExecutive Non-Independent Director of the company with effect from 07th August 2023. The Directorâs appointment was regularized by the shareholders of the Company at their Annual General meeting held on September 25, 2023.

3. Mr. Abhinandan Paliwal (DIN: 08064706) tendered his resignation from the position of Independent Director of the company due to completion of tenure, w.e.f. closure of business hours on September 01, 2023.

20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

21. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors are duly registered with the Indian Institute of Corporate Affairs (IICA).

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess requisite expertise, proficiency and experience required to fulfil their duties as Independent Directors.

During the year under review, a separate meeting of the Independent Directors was held on March 11, 2024.

22. STATUTORY AUDITORS

The Members of the Company had appointed M/s. Rishi Sekhri & Associates, Chartered Accountants as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 07^th AGM till the conclusion of 12^th consecutive AGM to be held in the year 2027. However, M/s. Rishi Sekhri & Associates, Chartered Accountants resigned as Statutory Auditors of the Company effective from December 11, 2024 due to expiration of Peer Review Certificate. Thereafter, the Members of the Company upon recommendation and approval by the Board of Directors and Audit Committee appointed M/s. Motilal & Associates LLP, Chartered Accountants (Firm Registration No. 106584W/W100751) as the Statutory Auditors of the Company to conduct Statutory Audit for the Financial year ending March 31, 2024. Reappointment of M/s Motilal & Associates LLP, Chartered Accountants is proposed at the ensuing AGM.

23. SECRETARIAL AUDITORS

The Board of Directors of the Company appointed HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2023-2024 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report issued by HSPN & Associates, Company Secretaries in Form No. MR. 3 for the FY 2023-24 is annexed herewith and forms part of this report as Annexure D. The said Report does not contain any qualification, reservation, disclaimer or observation requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

24. INTERNAL AUDITORS

The Company appointed M/s. MBNK & Associates as the Internal Auditors of the Company to conduct Internal Audit of the Company for the financial year 2023-24.

25. COST RECORDS AND COST AUDIT

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

28. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Venture and Associate Company.

29. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.

The Vigil Mechanism Policy is available at the website of the Company: www.rainishwellness.com.

30. REPORTING OF FRAUD BY AUDITORS

31. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and SEBI Listing Regulations, 2015 the performance evaluation the Board as a whole, its Committees and Individual Directors including Executive Director, NonExecutive Director and Independent Director was conducted based on the criteria and framework adopted by the Board. The Board takes note of the evaluation process results as collated by the Nomination & Remuneration Committee of the Company

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The below material events were considered during the financial year under review:

(b) The board of directors in their meeting held on 10th August, 2023, considered and approved Draft Letter of Offer for raising of funds through issuance and allotment of Equity Shares to the eligible equity shareholders of the Company on a Rights basis.

(c) The aforesaid Equity Shares shall be issued on such terms and at such price and ratio as may be decided by the Board at a later date, for an amount aggregating up to Rs. 49,90,00,000/- (Rupees Forty-Nine Crores Ninety Lakhs only), subject to receipt of In-principle approval from BSE Limited.)

(d) The Company filed application with the BSE Limited for In-principle approval for above mentioned rights issue on 10th August, 2023. The approval from BSE Limited is yet to be received by the Company.

33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

During the year under review, no significant material orders has been passed by the Regulators or Courts or Tribunals which would impact the going status of the Company and its future operations.

34. DETAILS OF FAMILIARIZATION PROGRAMMES FOR THE INDEPENDENT DIRECTORS

35. CORPORATE GOVERNANCE

Your company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A detailed report on Corporate Governance practices followed by our Company in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as Annexure E. The complete details of the various board committees are also provided therein along with Secretarial Auditorsâ Certificate regarding compliance of conditions of corporate governance which forms part of this Annual Report.

36. OTHER DISCLOSURES

37. POLICIES

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

39. ENHANCING SHAREHOLDER VALUE

40. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

41. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued cooperation extended by shareholders, employees, customers, banks, suppliers and other business associates.

By order of the Board For, Rajnish Wellness Limited

Sd/-

Mr. RajnishkumarSurendraPrasad Singh Chairman & Managing Director DIN:07192704

Mar 31, 2023

The Board of Directors are pleased to present the Companyâs 08^th Annual Report and the Companyâs audited financial statements for the financial year ended 31^st March, 2023.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31^st March, 2023 are as follow:

Amount in Rs.
Particulars	Year ended 31^stMarch 2023	Year ended 31^stMarch 2022
Revenue from Operations	27,61,82,000	27,37,30,270
Profit before tax from continuing operations	63,28,000	46,55,727
Tax Expenses (Including Deferred Tax)	17,27,000	Nil
Profit after Tax	46,01,000	39,19,927
Total Income for the year	46,01,000	39,199,27

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANYâS AFFAIR

During the year under review, your Company achieved total revenue from operations of Rs. 27,61,82,000/- (previous year Rs. 27,37,30,270/-).

The profit after tax is at Rs. 46,01,000/- (Previous year Rs. 39,19,927/-).

4. DIVIDEND

Your Directors do not recommend any divided for the financial year 2022-2023.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

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

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

10. INTERNAL CONTROL SYSTEM

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on armâs length basis, in the ordinary co urse of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with Related Party are provided in the Companyâs financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board.

13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

14. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2022-23. http: / /www.rajnishwellness.com/

15. NUMBER OF BOARD MEETINGS, GENERAL MEETING CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 14 times on 25/04/2022, 03/05/2022, 27/05/2022, 30/05/2022, 02/06/2022, 13/06/2022, 22/06/2022, 25/07/2022, 10/08/2022, 07/09/2022, 27/10/2022, 24/11/2022,13/01/2023,& 10/03/2023.

16. DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirms:

â¢ That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

â¢ That the selected accounting policies were applied consistently and the Directors 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 as on 31^st March, 2023, and that of the profit of the Company for the year ended on that date.

â¢ That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

â¢ That the annual accounts have been prepared on a going concern basis.

â¢ The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

â¢ The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. ARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The policy is available on the Companyâs website. www.rajnishwellness.com.

19. DIRECTORS

Ms. Sanjjari Sanju Kashyap is liable to retire by rotation in this ensuing Annual General Meeting and being eligible she has offered herself for reappointment.

During the Financial Year;

Ms. Preeti was appointed as an independent director of the company for a consecutive term of 5 years commencing from September 07, 2022.

Ms. Shalini Vijendra Mishra Resigned from her positions as Non-executive Director of the Company, with effect from May 31, 2022.

Ms. Richa Anil Dua has been appointed as Non-Executive Non-Independent Director of the Company, with effect from June 01, 2022.

Your Directors recommend her re-appointment. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

21. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

22. STATUTORY AUDITORS

The Members of the Company in the Annual General Meeting held on 30^th September 2022 appointed M/s. Rishi Sekhri & Associates (FRN 128216W), Chartered Accountants as Statutory Auditors of your Company for a period of 5 years from the conclusion of the 07^th Annual General Meeting till the conclusion of 12^th consecutive Annual General Meeting to be held in the year 2027.

23. SECRETARIAL AUDITORS

The Company has appointed M/s. Jaymin Modi & Co., Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2022-2023 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the FY 2022-23 is annexed herewith and forms part of this report as Annexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.

24. INTERNAL AUDITORS

M/s. MBNK & Associates were appointed as internal auditors by the Board for the financial year 2022-23.

25. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2022-23. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

26. DIVIDEND DISTRIBUTION POLICY

The Company has formulated a Dividend Distribution Policy as required under regulation 43A of the Listing Regulations. The said Policy is uploaded on the Company''s website. The web link of the same is as follows: https://rajnishwellness.com/codes-policies-others/

27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managementâs Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure E.

29. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Ventures And Associate Companies.

30. VIGIL MECHANISM

The Vigil Mechanism Policy is available at the website of the Company: www.rajnishwellness.com.

31. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

32. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.

34. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companyâs operations in future.

35. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE FINANCIAL YEAR 2022-2023

36. CORPORATE GOVERNANCE

Your company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure F.

The complete details of the various board committees are also provided therein along with Secretarial Auditorsâ Certificate regarding compliance of conditions of corporate governance.

37. OTHER DISCLOSURES

38. POLICIES

39. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the financial year ended 31st March, 2023, as stipulated under Regulation 34(2) of SEBI LODR Regulations is provided as a separate section in the Annual Report.

40. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

41. ENHANCING SHAREHOLDER VALUE

42. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

43. ACKNOWLEDGEMENTS

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 3rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended on March 31 st 2018.

The Financial performance of the company for the year ended 31 st March, 2018 is summarized as follows:

PARTICULAR	YEAR ENDED ON 31 ST MARCH, 2018	YEAR ENDED ON 31 ST MARCH,2017
Income	28,64,86,974	25,29,62,978
Less: Expenditure	25,01,17,840	24,34,66,944
Net Profit/(Loss) Before Tax	3,63,69,134	94,96,035
Less: Current Tax	1,20,94,798	31,03,489
Deffered Tax	(64,339)	5,564
Less: Short or Excess Provision	0	70
Profit/(Loss) After Tax	2,43,38,675	63,87,052

Standalone Revenues: During the fiscal 2018, the gross operational profit of the Company stood at Rs. 36,369,134. No change of business occurs during the year under review.

Considering the operating environment in the standalone business and in view to conserve resources for the year, no dividend is permitted to be paid to the Members for Fiscal 2018, as per the Companies Act, 2013 (âthe Actâ) and the Rules framedthereunder.

Further, the board has not declared any interim dividend during the financial year. There has been no transfer of unclaimed or unpaid dividend to investor educationand protection fund, as there are no unclaimed or unpaid dividends. Accordingly, the provisions of section 125 (2) of the Companies Act, 2013 do not apply to the company.

In accordance with the provisions of the Companies Act, 2013 Mr. Rajnishkumar Surendraprasad Singh and Ms. Shalini Mishra, Directorâs of the company who is liable to retire by rotation, being eligible for reappointment, offers herself for reappointment.

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 board annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted byit.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Compan/s internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.

During the year, the company has issued and allotted Equity Shares as given below.

	DATE OF ALLOTMENT	NATURE OF ALLOTMENT	NO. OF EQUITY SHARES ALLOTTED	ISSUE PRICE (IN RS.)
	13.06.2015	Subscription to MOA	50,000	10.00
2	17.01.2018	Bonus issue in the ratio of 19:1	9,50,000	Nil
3	01.02.2018	Right issue in the ratio of 3:1	22,50,000	10.00
-	21.02.2018	Right issue in the ratio of 1:1	1,62,500	20.00
*5	06.07.2018	Initial Public Offer	12,61,200	95.00

*lssued during the financial year 2018-19.

Your Company has neither invited nor accepted any fixed deposit from the public during the year

Our Company was originally incorporated as Rajnish Hot Deals Private Limited on June 13, 2015 with the Registrar of Companies, Maharashtra, Mumbai as private limited Company under the provisions of the Companies Act, 2013. Subsequently our Company was converted into public limited Company pursuant to shareholders resolution passed at the Extra-Ordinary General Meeting held on January 17, 2018 and the name of our Company was changed to Rajnish Hot Deals Limited. A fresh certificate of incorporation consequent upon conversion to public limited Company was issued by the Registrar of Companies, Mumbai on February 01, 2018. Pursuant to a resolution of our Shareholders passed on February 03, 2018, the name of our Company was changed to Rajnish Wellness Limited and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Mumbai on February 09, 2018.

The Equity Shares of the Company were listed and admitted to dealings on the Small and Medium Enterprise Platform of BSE Limited with effect from 09th July, 2018.

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year seven Board Meetings and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the year no contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act,2013.

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The extract of Annual Return as per section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith to this report.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

A. Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Pramod& Associates. Chartered Accountants, Mumbai, hold office up to the conclusion of the ensuing Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.

B. Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

The particulars as required under the provisions of Section 134(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

A. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

COMPOSITION

	NAME OF THE DIRECTOR	STATUS	NATURE OF DIRECTORSHIP
1	Mr. Madhukar Devappalmade	Chairman	Independent Director
2	Mr. Abhinandan Ashok Kumar Paliwal	Member	Independent Director
3	Mr. Rajnishkumar Surendraprasad Singh	Member	Managing Director

The broad terms of reference of the Audit Committee are as under:

- Reviewing of the Compan/s financial reporting process and the disclosure of its financial Information

- To ensure that the financial statement is correct, sufficient and credible.

- Recommending the appointment,remuneration and termsof appointment of external Auditor.

- Review and monitor the auditorâs independence and performance and effectiveness of audit process.

- Approval or any subsequent modification of transactions of the company with related parties

- Scrutiny of inter-corporate loans and investments

- Valuation of undertakings or assets of the Company, wherever it is necessary.

- Monitoring the end use of funds raised through public offers and related matters.

- Reviewing with management the Annual financial statements and half yearly and Quarterly financial results before submission to the Board.

- Reviewing periodically the adequacy of the internal control system.

- Discussions with Internal Auditor on any significant findings and follow up there on.

B. NOMINATION AND REMMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in conformity with the provisions of the said Section.

The Nomination and Remuneration Committee was constituted by Board on March 20, 2017.

COMPOSITION

	NAME OF THE DIRECTOR	STATUS	NATURE OF DIRECTORSHIP
â	Mr. Madhukar Devappalmade	Chairman	Independent Director
2	Mr. Abhinandan Ashok Kumar Paliwal	Member	Independent Director
3	Mr. Rohit Ranjan	Member	Non Executive Director

The broad terms of reference of the Nomination and Remuneration Committee are asunder:

- Formulation of the criteria for determining the qualifications, positive attributes & independence of Director;

- Devising a policy on Board diversity;

- Formulation of Remuneration policy;

- Review the structure, size and composition of the Board;

- Identifying and selection of candidates for appointment as Directors;

- Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

- Formulation of criteria for evaluation of Independent Directors and the Board.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.

COMPOSITION

	NAME OF THE DIRECTOR	STATUS	NATURE OF DIRECTORSHIP
1	Mr. Abhinandan Ashok Kumar Paliwal	Chairman	Independent Director
2	Mr. Madhukar Devappalmade	Member	Independent Director
3	Mr. Rohit Ranjan	Member	Non Executive Director
4	Ms. Shalini Vijendra Mishra	Member	Whole Time Director

Details of Investorâs grievances / Complaints:

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31 st March, 2018 are NIL.

Compliance Officer:

Ms. Ruchi Rushabh Saparia is the compliance Officer of the Company for the above purpose.

The Board determines the remuneration payable to the Executive Directors taking into account their qualification, expertise and contribution and based on recommendations of the Nomination and Remuneration Committee. NonExecutive Directors are eligible to receive sitting fees for attending Board / Committee Meetings as decided by the Board within the limits prescribed under the Companies Act, 2013.

The Remuneration policy of the Company is as under:

1. Remuneration to Non-Executive Directors:

A Non-Executive Director is eligible to receive sitting fees for each meeting of the Board or Committee of the Board attended by him/her, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Act and the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014.

2. Remuneration to Executive Directors:

The Board in consultation with the Nomination and Remuneration Committee decides the structure for Executive Directors. On the recommendation of the Nomination & Remuneration Committee the Remuneration paid/payable is approved by the Board of Directors and by the members in the General Meeting in terms of provisions applicable from time to time.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a compan/s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable to the company And Company does not have any subsidiary.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (LODR) Regulation, 2015, the Company has constituted a Business Risk Management Committee. At present the Company has not identified any element of risk which may threaten the existence of theCompany.

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management & Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

In terms of the provisions of Section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request .However as per the provisions of Section 136 of the said Act, the Annual Report Excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any, member interested in obtaining the information on employeeâs particulars, which is available for inspection by the members at the registered office of the Company during Business hours on working days of the Company up to the date of ensuing Annual General Meeting, may write to the Company at the registered office of the Company in advance.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall not be applicable to the Company.

Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable on the Company as the Company is not having the paid up share capital exceeding Rs. 10 crore and Net worth is exceeding Rs. 25 cores. Further, Company has obtained a Certificate from a Practicing Company Secretaries certifying the same.

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code. All Board of Directors and designated employees have confirmed compliance with the Code. The Board has appointed Ms. Ruchi Rushabh Saparia, Compliance officer under the code.

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Companyâs employees at all levels.

By order of the Board

For Rajnish Wellness Limited

Sd/-

Mr. Rajnishkumar Surendraprasad Singh

Managing Director

DIN- 07192704

Place: Mumbai

Date: 21/08/2018

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