Rajnish Wellness Ltd Directors Report.

Dear Members,

Your 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,201 7
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 ("the Act") 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.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 Mr. Rajnishkumar Surendraprasad Singh and Ms. Shalini Mishra, Directors 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.

THE BOARD MADE FOLLOWING APPOINTMENTS AND RESIGNATION DURING THE PERIOD UNDER REVIEW.

Appointment of Ms. Shalini Vijendra Mishra as a Whole Time Director of the company with effect from February 3, 2018

• . Appointment of Mr. Rohit Ranjan as Non Executive Director of the company with effect from January 17, 2018

• . Appointment of Mr. Madhukar Devappalmade as Independent Director of the company with effect from February 3, 2018

• . Appointment of Mr. Abhinandan Paliwal as Independent Director of the company with effect from February 3, 2018

• . Appointment of Ms. Ruchi Rushabh Saparia Company Secretary and Compliance Officer of the company with effect from February 3, 2018

Appointment of Mr. Mihir Shrenik Patwa as Chief Financial Officer of the company with effect from February 3, 2018

6. BOARD EVALUATION

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.

7. DIRECTORS RESPONSIBILITY STATEMENT

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

1 In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanation relating to materialdepartures;

2 The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit/loss of the company for that period;

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

4 The directors have prepared the annual accounts on a going concern basis; and

5 The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6 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.

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 Companys 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.)
1 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
4 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 companys 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 Companys 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 auditors 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
1 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 Investors 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. Non- Executive 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 companys 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 employees 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 "human resources" 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 Companys 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 Companys 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