Rajnish Wellness Ltd Directors Report

The Board of Directors are pleased to present the Companys 11 th Annual Report and the Companys Audited Financial Statements for the financial year ended 31 st March, 2026.

1) FINANCIAL RESULTS

The operating results of the Company for the year ended 31 st March, 2026 are as follow:

Amount in Rs. Lakhs

Particulars	Year ended 31 st March, 2026	Year ended 31 st March, 2025
Total Income (including Other Income)	14,257.62	4,908.49
Less: Depreciation	1.95	2.39
Less: Total Expenses	15,097.05	4,882.81
Profit/ (Loss) Before Exceptional Items and	(841.38)	23.29
Taxation
Tax Expenses (Net)	(212.66)	5.99
Net Profit/(Loss) after tax	(628.72)	17.30
Opening Balance of Retained Earnings	236.36	219.06
Less: Adjustment of Earlier years	(628.72)	17.30
Closing Balance of Retained Earnings	(392.37)	236.36

2) TRANSFER TO RESERVES

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

3) THE STATE OF THE COMPANYS AFFAIR

During the financial year under review,

(a) the turnover of the Company in the financial year ended as on 31 st March, 2026 is Rs. 14,175.23 lakh as against INR in Lakhs Rs. 4,856.11 lakh the previous year ended as on 31 st March, 2025 and

(b) During the year under review, the Company incurred loss of Rs. 628.72 lakh as against profit of Rs.17.30 lakh in the previous year ended as on 31 st March, 2025.

4) DIVIDEND

Keeping in view of the loss, no dividend is proposed to be paid for the financial year 2025-2026.

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

5) SHARE CAPITAL

The Authorised Share Capital of the Company as on 31 st March, 2026 is Rs. 130,00,00,000/- divided into 1,30,00,00,000 Equity Shares of Rs. 1/- each.

The issued, subscribed and paid-up share capital of the Company as on 31 st March, 2026 is Rs. 101,53,47,685 divided into 101,53,47,685 equity shares of Rs. 1/- each, ranking pari passu in all respect with the existing equity Shares of the Company.

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, 16th May,2025 approved:

(i) Increase in the Authorised Share Capital of the Company from the existing Rs.100,00,00,000/- (Rupees One Hundred Crores Only) divided into 1000000000 (One Hundred Crores) Equity Shares of Rs.1/- each to Rs.130,00,00,000/- (Rupees One Hundred Thirty Crores Only) divided into 1300000000 (One Hundred Thirty Crores) Equity Shares of Rs.1/- each, and consequent alteration of Clause V of the Memorandum of Association of the Company relating to the Share Capital. The aforesaid proposal was subsequently approved by the shareholders through Postal Ballot, and the results thereof were declared on 18 th June, 2025.

(ii) Alteration in Main Objects Clause of Memorandum of Association of the Company by addition of New Objects.

(b) The Right Issue Committee at its meeting held on, 31 st May, 2025:

Further to the Companys intimation regarding the outcome of the meeting of the Board of Directors held on 26 th December, 2024, wherein the Board had approved the issuance of Equity Shares of face value Rs.1/- (Rupee One Only) each by way of a Rights Issue for an aggregate amount not exceeding Rs. 49.90 Crores (Rupees Forty-Nine Crores Ninety Lakhs Only).

Pursuant thereto, the Rights Issue was opened; however, the issue remained undersubscribed. Subsequently, the Rights Issue Committee of the Company, at its meeting held on 20 th August, 2025, approved the allotment of 246873025 Rights Equity Shares of face value Rs.1/- each at an issue price of Rs.1/- per Rights Equity Share, aggregating to Rs. 24,68,73,025/-.

6) THE CHANGE IN 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 Directors 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 Companys internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company To be the most sustainable and competitive Company in our industry. The Companys 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

Information regarding loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, has been disclosed in the Audited Financial Statements.

13) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arms 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.

Your Company has not entered into related parties transactions, as per the provisions of the Section 188 of the Act

However, the details of the transactions with Related Party are provided in the Companys 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 (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 directors further state that during the FY 2025-2026, 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

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 2025-2026: www.rajnishwellness.com .

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

The Board of Directors duly met 7 (Seven) times during the financial year from 1st April, 2025 to 31 st March, 2026. The dates on which the meetings were held are as follows:

Sr No. Dates on which Meetings held	Strength of the Board	No. of Directors Present
1 16 th May, 2025	5	5
2 28 th May, 2025	5	5
3 30 th May, 2025	5	5
4 14 th August, 2025	5	5
5 2 nd September, 2025	5	5
6 14 th November, 2025	5	5
7 7 th February, 2026	5	5

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 30 th September, 2025.

During the year under review, Postal Ballot activity was also conducted and the resolutions proposed were passed on 18 th June, 2025.

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 Rajnish Kumar Singh	Designation Chairman, Executive Director & Managing
1 07192704		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- Non-Independent Director

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

Mr. Rajnishkumar 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 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 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:

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 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-Non- Independent Director	Member	09-05-2023

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 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- Non- Independent 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 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) DIRECTORS RESPONSIBILITY STATEMENT

a) 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:

b) 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.

c) 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) 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.

e) The annual accounts for the financial year ended March 31, 2026 had been prepared on a going concern basis.

f) 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.

g) 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 (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. 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.

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 Companys website at www.rajnishwellness.com .

25) 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.

26) 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.

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 07 th February, 2026 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 Companys 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 9th Annual General Meeting held on 9 th November, 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 2 nd September, 2025 to carry out the Secretarial Audit for the Financial Year 2025-2026 to 2029-2030. The said appointment was subsequently approved by the Members at the Annual General Meeting held on 30 th September, 2025. Accordingly, HSPN & Associates LLP carried out the Secretarial Audit for the Financial Year 2025-2026 and issued the Secretarial Audit Report in the prescribed Form MR-3 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with 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 2025-2026 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.

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 2025-2026.

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 2025-2026. 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 THEIR 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 Managements 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 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.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

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year and the date of this report

40) THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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.

41) 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.

42) 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

43) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2) of the SEBI Listing Regulations, 2015, as amended, and as per SEBI circulars issued from time to time, the Company has included Business Responsibility and Sustainability Report (BRSR) for the Financial Year 2025-2026 in the prescribed format as part of this Annual Report.

44) 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.

45) 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.

46) 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)

47) 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.

48) 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.

49) 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 cooperation extended by shareholders, employees, customers, banks, suppliers and other business associates.

By order of the Board
For Rajnish Wellness Limited

Sd/-
Mr. Rajnishkumar Surendraprasad Singh
Chairman & Managing Director
DIN: 07192704

Date: 31/08/2026
Place: Mumbai