Rajnish Retail Ltd Directors Report

Dear Members,

The Board of Directors have pleasure in presenting the 31st Annual Report of Rajnish Retail Limited ("the Company"), along with the Audited Financial Statements of the Company for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

The Companys performance during the year ended 31st March, 2025 as compared to the previous financial year, is summarized below:

	Year ended
Particulars	2024-25	2023-24
Total Income (including Other Income)	8,528.39	666.33
Less: Depreciation	0.17	5.67
Less: Other Expenses	8,386.97	613.73
Profit/ (Loss) Before Exceptional Items and Taxation	141.25	46.93
Tax Expenses (Net)	35.31	12.76
Net Profit after tax	105.94	34.18
Opening Balance of Retained Earnings	4,896.28	(189.65)
Less: Adjustment of Earlier years	733.84	5,085.93
Closing Balance of Retained Earnings	5,630.10	4,896.28

2. TRANSFER TO RESERVES

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

3. THE STATE OF THE COMPANY?S 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) 8,528.39 as against (INR in Lakhs) 666.33 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) 105.94/- as against profit of (INR in Lakhs) 34.18/- in the previous year ended as on March 31, 2024.

4. CONVERSION OF WARRANTS

During the Year Under review, the Company allotted 690,000 (Six Lakhs Ninety Thousand) convertible warrants, each convertible into, or exchangeable into 1 (one) equity share of the Company of face value of INR 5 (Indian Rupees Five Only) at a price of INR 96 /- (Indian Rupees Ninety-Six Only) each {including premium of INR 91/- (Indian Rupees Ninety-One only) each} payable in cash decided by the Preferential Issue Committee to promoters and/or non-promoters through preferential issue) in accordance with the Chapter V of SEBI (Issue of Capital and Disclosure Requirement), Regulations, 2018.

Sr. No. Name of Allotees	Category	No. of warrants applied for conversion	No of equity shares allotted	Amount received
1. Mr. Rajnish Kumar Singh	Promoter	1,60,000	8,00,000	1,53,60,000
2. Mr. Anand Kumar Jain	Non- Promoter	5,30,000	26,50,000	5,08,80,000
Total		6,90,000	34,50,000	6,62,40,000

As on the date of this Report the proceeds of the issue have been fully utilized and has been deployed for the purpose for which it was originally raised by the company as mentioned in the offer document and there is no deviation or variation of the funds has been reported during the period of its utilization.

5. DIVIDEND

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

6. SHIFT IN REGISTERED OFFICE OF THE COMPANY

The board at its meeting held on April 04, 2024 approved shifting of its registered office of the Company from Office No 11/23- R, Navjeevan Commercial Premises, Mumbai Central, Mumbai 400 008 to Shop No. 22, New Corporate Co-op Premises Society Ltd, Ramchandra Lane Extension Road, Malad West, Mumbai-400064 with effect from April 04, 2024.

7. 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 Thousands only), divided into 15,67,50,000 (Fifteen Crore Sixty-Seven lakhs Fifty Thousands) 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 25.36 % is held by Promoter & Promoter Group and balance of 74.64 % 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 May 29, 2024 and the members of the Company via Postal

Ballot concluded on June 30, 2024, approved:

(i) Increase in Authorised Share Capital of the Company from INR 15,50,00,000 (Indian Rupees Fifteen Crore Fifty Lakhs Only), divided into 3,10,00,000 (Three Crore Ten Lakhs) equity shares of face value of INR 5 (Indian Rupees Five Only) each TO INR 16,00,00,000 (Indian Rupees Sixteen Crore Only), divided into 3,20,00,000 (Three Crore Twenty Lakhs) equity shares of face value of INR 5 (Indian Rupees Five Only) each; and subsequently alteration in Clause V of the

Company?s Memorandum of Association.

(ii) Offer, issue and allotment up to 690,000 (Six Lakhs Ninety Thousand) convertible warrants, each convertible into, or exchangeable into 1 (one) equity share of the Company of face value of INR

5 (Indian Rupees Five Only) at a price of INR 96 /- (Indian Rupees Ninety-Six Only) each {including premium of INR 91/- (Indian Rupees Ninety-One only) each} payable in cash decided by the Preferential Issue Committee to promoters and/or non-promoters through preferential issue) in accordance with the Chapter V of SEBI (Issue of Capital and Disclosure Requirement), Regulations, 2018.

(iii) Sub-Division / Split of 1 (One) Equity Share of face value of INR 5/- (Indian Rupees Five Only) each, into fully paid up 5 (Five) equity shares of face value of INR 1/- (Indian Rupee One Only) each, and consequential alteration of the Capital Clause i.e., Clause V of the Company?s

Memorandum of Association.

(iv) Ratify the pre-preferential holdings of the Allottee belonging the Preferential Issue approved by members on January 27, 2024.

b. The Board of Directors at its meeting held on January 30, 2025, approved:

i. Allotment of 34,50,000 (Thirty-Four Lakhs Fifty Thousand) equity shares of Face Value INR 1/-

(Indian Rupees One only per share upon conversion of 6,90,000 (Six Lakhs Ninety Thousand) convertible warrants, at INR 19.2/ (Indian Rupees Nineteen and Twenty paisa) each {including premium of INR 18.2/- (Indian Rupees Eighteen and Twenty paisa only}) each, aggregating to INR 6,62,40,000 (Indian Six Crore Sixty-Two Lakhs Forty Thousand Only) on preferential basis to 2 (Two) investors belonging to Promoter and Non-Promoters Category.

Pursuant to conversion, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increased to Rs. 15,67,50,000/ - (Rupees Fifteen Crore Sixty-Seven Lakhs Fifty Thousand) consisting of 15,67,50,000 fully paid-up Equity Shares of Rs. 1/- each. The new equity shares so allotted shall rank pari-passu with the existing equity shares of the Company.

c. During the financial year under review, the preferential issue committee of the board of directors of the

Company held on August 27, 2024 approved:

Allotment of 6,90,000 warrants each convertible into or exchangeable for 1 (one) Equity Share of face value of Rs. 5/- at a price of INR 96/ (Indian Rupees Ninety-Six Only) each {including premium of INR 91/- (Indian Rupees Ninety-One only}) per Warrant each aggregating to INR 6,62,40,000 (Indian Six Crore Sixty-Two Lakhs Forty Thousand Only) on preferential basis to persons belonging to Promoter and Non-Promoters Category.

The listing approval for 34,50,000 (Thirty-Four Lakhs Fifty Thousand) Equity Shares was obtained from BSE Limited dated 25th March, 2025 and the trading approval for such equity shares was obtained from BSE Limited on 21th May, 2025, respectively.

1. CHANGE IN NATURE OF BUSSINESS OF THE COMPANY

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

2. 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.

3. 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.

4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - B to this report.

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

The Company has mechanisms to inform the Board Members about the risk assessment and minimization procedures and periodical review to ensure that executive management controls risk through means of a properly identified framework. Risk management is an ongoing process and the Audit Committee will periodically review risk mitigation measures. The Board of Directors has not constituted a Risk Management Committee as is not mandatory to the company as per provisions of SEBI LODR, 2015.

The Board of Directors of the Company and the Audit Committee periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

6. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act, 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company works with internal control systems commensurate with the size, scale and complexity of its operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its Business including adherence to the Company?s policies, the safeguarding of its assets, the prevention and detection of frauds, errors, reporting mechanisms, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. To maintain objectivity and independence, the Internal Auditors report directly to the Audit Committee. Based on the report of the Internal Auditors, process owners undertake corrective action when required. Significant observations and corrective actions needed or taken are presented to the Audit Committee.

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

During the year under review, your Company has made advances falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder. The details of such transactions are provided in the Financial Statements forming part of this Annual Report.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm?s 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. 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 A 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 Company?s financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board.

9. 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 ("the POSH Act") 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 Director?s 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:

Number of complaints of sexual harassment received in the year;	Number of complaints disposed of during the year	Number of cases pending for more than ninety days
NIL	NIL	NIL

10. 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.

11. 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.rajnishretail.com

12. NUMBER OF BOARD MEETINGS, GENERAL MEETING CONDUCTED DURING THE

YEAR UNDER REVIEW

The Board of Directors duly met 09 (Nine) times during the financial year from 01st April, 2024 to 31st March, 2025. The dates on which the meetings were held are as follows:

Sr No.	Dates on which Meetings held	Board Strength of the Board	No. of Directors Present
1.	04th April, 2024	5	5
2.	19th April, 2024	6	6
3.	29th May, 2024	6	6
4.	28th June, 2024	6	6
5.	07th August, 2024	6	6
6.	27th August, 2024	6	6
7.	23rd October, 2024	6	6
8.	27th January, 2025	6	6
9.	30th January, 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 June 30, 2024.

13. 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 & Non-Executive Director
2	10149103	Apra Sharma	Non-Executive Independent Director
3	06925922	Lovish Kataria	Non-Executive Independent Director
4	10790325	Saurabh Gakhar (appointed w.e.f. July 04, 2025)	Non-Executive Independent Director
5	10337012	Vijay Kumar Chopra	Executive Whole-time Director and Chief Financial Officer
6	06473991	Anand Kumar Jain (appointed w.e.f. April 04, 2024)	Whole-time Director

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

1. Ms. Renu Kaur (DIN: 10080402) tendered her resignation as Non-Executive Independent Director of the Company with effect from close of Business hours of May 16th, 2025.

Mr. Vijay Kumar Chopra (DIN: 10337012) 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 that took place in Key Managerial Personnel during the year under review:

1. Appointment of Mr. AnandKumar Jain (DIN: 06473991) as an Additional Executive Director of the Company with effect from April 04, 2024, whose appointment was subsequently regularised through a postal ballot process, the results of which were declared on June 30, 2025.

2. Ms. Jaya Lahoti tendered her resignation from the position of Company Secretary and Compliance Officer of the Company w.e.f., November 25, 2024 due to personal reasons.

3. Ms. Priti Agrawal was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. January 30, 2025.

4. Mr. Saurabh Gakhar was appointed as the Additional Non-Executive Independent Director of the Company w.e.f. July 04, 2025.

14. 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.

15. COMMITTEES OF THE BOARD AND ITS COMPOSITION

i. 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:

Sr. No.	DIN	Name	Audit Committee Designation	Category	Date Of Appointment
1	10149103	Apra Sharma	Non-Executive - Independent Director	Chairperson	05-10-2023
2	06925922	Lovish Kataria	Non-Executive - Independent Director	Member	05-10-2023
3	10080402	Renu Kaur (Resignation w.e.f 16th May,2025)	Non-Executive - Independent Director	Member	05-10-2023

Pursuant to the resignation of Ms. Renu Kaur (DIN: 10080402) Non-Executive Independent Director with effect from the close of the business hours on May 16, 2025, and the appointment of Mr. Saurabh Gakhar, the Board of Directors of the Company, at its meeting held on July 04, 2025 reconstituted the Committees of the Board.

The Audit Committee has taken note of the utilization of issue proceeds which was raised through preferential issue and there is no deviation/variation in utilization of funds for which it was raised.

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	10149103	Apra Sharma	Non-Executive - Independent Director	Chairperson	05-10-2023
2	06925922	Lovish Kataria	Non-Executive - Independent Director	Member	05-10-2023
3	10080402	Renu Kaur (Resignation w.e.f 16th May,2025)	Non-Executive - Independent Director	Member	05-10-2023

Pursuant to the resignation of Ms. Renu Kaur (DIN: 10080402) Non-Executive Independent Director with effect from the close of the business hours on May 16, 2025, and the appointment of Mr. Saurabh Gakhar, the Board of Directors of the Company, at its meeting held on July 04, 2025 reconstituted the Committees of the Board.

iii. STAKEHOLDERS? 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 Stakeholders? Relationship Committee comprises of the following:

		Stakeholders Relationship Committee
Sr. No.	DIN	Name	Designation	Category	Date Of Appointment
1	10149103	Apra Sharma	Non-Executive - Independent Director	Chairperson	05-10-2023
2	06925922	Lovish Kataria	Non-Executive - Independent Director	Member	05-10-2023
3	10080402	Renu Kaur (Resignation w.e.f 16 th May,2025)	Non-Executive - Independent Director	Member	05-10-2023

Pursuant to the resignation of Ms. Renu Kaur (DIN: 10080402) Non-Executive Independent Director with effect from the close of the business hours on May 16, 2025, and the appointment of Mr. Saurabh Gakhar, the Board of Directors of the Company, at its meeting held on July 04, 2025 reconstituted the Committees of the Board.

iv. PREFRENTIAL ISSUE COMMITTEE:

The Preferential Issue Committee comprises of the following:

Preferential Issue Committee

Sr. No.	DIN	Name	Designation	Category
1	10149103	Apra Sharma	Non-Executive - Independent Director	Member
2	07192704	Rajnish kumar Singh	Non-Executive - Non- Independent Director	Chairman
3	10337012	Vijay Kumar Chopra	Executive Director and Chief Financial Officer	Member

1. DIRECTORS? 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, 2025, the applicable accounting standards had been followed along with proper explanation relating to any material departures, if any;

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;

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, 2025 had been prepared on a ‘going concern? 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

2. 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 ("the Act") 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.

3. 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.

4. 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 Company?s website at www.rajnishretail.com.

5. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR 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.

6. DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT REGARDING OPINION 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 (‘IICA?). 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.

7. 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 30th January, 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.

8. 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 Company?s finance and other important aspects.

9. STATUTORY AUDITORS

In terms of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s C.P. Jaria & Co., Chartered Accountants (Firm Registration No.104058W) have been appointed as Statutory Auditor of the Company to hold office for a further term of 5 (five) years from the conclusion of 29th Annual General Meeting held on November 09, 2023 till the conclusion of the 34th Annual General Meeting to be held in the year 2028.

10. 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 2024-25 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.

11. INTERNAL AUDITORS

The Company appointed M/s. Shweta Goel & Co, Chartered Accountants, Internal Auditor of the Company for the financial year 2024-25 at its Board Meeting held on August 27, 2024.

12. 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.

13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE

REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

The report of the Statutory 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.

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE

REMARKS OR DISCLAIMERS MADE BY THE SECRETARIAL AUDITORS OF THE COMPANY

The Secretarial Auditor has made certain observations in the Secretarial Audit Report for the year under review. The clarifications of the Board on the same are as follows:

1. Filing of FLA Return: The Company has filed the FLA Return for the Financial Year 2023-24 during the Financial Year 2025-26. The delay was on account of the change in control of management in 2024.

2. Related Party Transaction: The Company has entered into a transaction with Rajnish Wellness Limited during the Financial Year 2024-25. Necessary approval of the shareholders is being sought in the ensuing Annual General Meeting.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management?s 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.

16. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

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

16. 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 "Vigil Mechanism Policy" 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.rajnishretail.com

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

17. 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.

18. 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.

19. 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 following material changes (which are not covered elsewhere in this director?s report) took place during the year under review:

A. Details of shareholders? approval via postal ballot dated June 30, 2024:

Increase in Authorised Share Capital of the Company from INR 15,50,00,000 (Indian Rupees Fifteen Crore Fifty Lakhs Only), divided into 3,10,00,000 (Three Crore Ten Lakhs) equity shares of face value of INR 5 (Indian Rupees Five Only) each to INR 16,00,00,000 (Indian Rupees Sixteen Crore Only), divided into 3,20,00,000 (Three Crore Twenty Lakhs) equity shares of face value of INR 5 (Indian Rupees Five Only) each; and subsequently alteration in Clause V of the

Company?s Memorandum of Association.

Offer, issue and allotment up to 690,000 (Six Lakhs Ninety Thousand) convertible warrants, each convertible into, or exchangeable into 1 (one) equity share of the Company of face value of INR 5 (Indian Rupees Five Only) at a price of INR 96 /- (Indian Rupees Ninety-Six Only) each {including premium of INR 91/- (Indian Rupees Ninety-One only) each} payable in cash decided by the Preferential Issue Committee to promoters and/or non-promoters through preferential issue) in accordance with the Chapter V of SEBI (Issue of Capital and Disclosure Requirement), Regulations, 2018.

Approved the transactions/arrangements/contracts with the Company?s related parties as per the limits specified.

Approved sub-division / split of 1 (one) equity share of Face Value of INR 5/-(Indian Rupees Five Only) each, into fully paid up 5 (Five) equity shares of face value of INR 1/- (Indian Rupee

One Only) and consequential alteration of the Capital Clause i.e., Clause V of the Company?s Memorandum of Association of the Company. The Board of Directors of the Company vide circular resolution passed on September 14, 2024, fixed, October 11, 2024 as the record date.

B. Reclassification of category of existing Promoter and members of the Promoter Group of the

Company into Non-Promoter:

The Company received requests under Regulation 31A of SEBI (LODR) Regulations 2015 on June 17, 2024 from some of the existing Promoter and members of the Promoter Group of the Company to reclassify their respective shareholding in the Company from the "Promoter and Promoter

Group" category to the "Public" Category. The Board of Directors of the Company at their meeting held on June 28, 2024, Considered and approved respective request letters received from some of the existing Promoter and members of the Promoter Group of the Company to reclassify their respective shareholding in the Company from the "Promoter and Promoter Group" category to the "Public" Category. The company filed an application for re-classification with BSE Limited on July 06, 2024 and the approval is received from BSE Limited on January 06, 2025.

C. The Board of Directors at its meeting held on January 30, 2025, approved:

ii. Allotment of 34,50,000 (Thirty-Four Lakhs Fifty Thousand) equity shares of Face Value INR 1/-

(Indian Rupees One only per share upon conversion of 6,90,000 (Six Lakhs Ninety Thousand) convertible warrants, at INR 19.2/ (Indian Rupees Nineteen and Twenty paisa) each {including premium of INR 18.2/- (Indian Rupees Eighteen and Twenty paisa only}) each, aggregating to INR 6,62,40,000 (Indian Six Crore Sixty-Two Lakhs Forty Thousand Only) on preferential basis to 2 (Two) investors belonging to Promoter and Non-Promoters Category.

Pursuant to conversion, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increased to Rs. 15,67,50,000/ - (Rupees Fifteen Crore Sixty-Seven Lakhs Fifty Thousand) consisting of 15,67,50,000 fully paid-up Equity Shares of Rs. 1/- each. The new equity shares so allotted shall rank pari-passu with the existing equity shares of the Company.

20. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN

STATUS AND COMPANY?S OPERATIONS IN FUTURE

During the 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.

21. 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.

22. CEO/CFO CERTIFICATION

In terms of SEBI (LODR) Regulations, the Certificate signed by Mr. Vijay Kumar Chopra, 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

23. 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.

24. 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.

25. 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)

26. 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.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company for the financial year 2024 - 2025 as the Company does not meet the criteria specified under sub-section (1) of Section 135 of the Act. Accordingly, the Company is not required to constitute a CSR Committee or formulate a CSR Policy.

28. 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.