Directors Report of Raaj Medisafe India Ltd.

Mar 31, 2024

Your Directors are pleased to present the 39^thAnnual Report along with the Company''s Audited Financial Statement for the financial year ended March 31,2024.

1. FINANCIAL RESULTS

The Board''s Report is prepared based on the financial statements of the Company. The Company''s financial performance for the year under review along with previous year''s figures are given hereunder:

(Rs. In Thousands)

Particulars	2023-24	2022-23
Sales & Other Income	433090.28	386231.38
Total Expenditure	390200.58	348730.17
Earning before Finance Cost, Depreciation & Tax	66916.54	56332.53
Less: Finance Cost	15656.18	11088.64
Depreciation & Amortization Expenses	8370.66	7520.52
Profit/ (loss) before Tax and extraordinary items	42889.70	37723.37
Exceptional & Extraordinary items	0.00	-5.62
Profit / (Loss) before Tax	42889.70	37717.75
Current and prior period Tax	6701.84	6392.72
Deferred Tax	2902.54	-1972.78
Other Comprehensive Income	167.64	108.63
Profit/ (Loss) for the Year	33285.32	33297.81
Total Comprehensive Income for the year	33452.96	33406.44
Basic & Diluted Earnings (in Rs.) Per Equity Shares of Face Value of Rs. 10/- each.	3.07	3.06

RESULTS OF OPERATIONS

The Highlights of the Company’s performance for the year ended March 31,2024 are as under:

During the financial year ended on March 31, 2024 the Company achieved turnover of Rs. 432488.09 Thousand as against turnover of Rs. 386231.38 Thousand only. during the previous year, which is an increase in turnover by11.98%.

The Profit before Depreciation & Tax (PBT) for the financial year ended on March 31,2024 is Rs. 51260.36 Thousand against Rs. 45243.89 Thousand in the previous year.

Earnings per Share as on March 31,2024 are Rs. 3.07 vis a vis against Rs. 3.06 as on March 31,2023.

The net worth of the Company stands at Rs. 108367.17/-Thousands as at March 31, 2024 as compared to Rs74,908.21/-Thousands as at March 31,2023.

Your Directors are pleased to inform you that the Company has acquired the Building and Plant & Machinery in an auction by the Bank. The Building and Plant & Machinery is in a good condition and the machines can be brought into running condition after a regular maintenance.

The above assets are situated in the Industrial Area, Sector III, Pithampur, Dist. Dhar (MP). The machines can be used in manufacturing of hygiene products like, sanitary napkins, Diapers for kids and adults. Your Directors are of the opinion, that the Company shall establish its presence in Hygiene Sector and this will also add to the profit of the Company.

To finance the Company’s expansion cum diversification plans, during the current year 2024-25, the Company has raised Rs.1001.00 Lakhs by way of issue of 22,75,000 Fully Paid-up Equity Shares of Rs. 10 each at a premium of Rs. 34 per share on

Preferential Basis.

2. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of your Company during the financial year.

3. DIVIDEND

The Board of Directors expresses its inability to recommend dividend due to inadequate profits for the year 2023-24.

4. EQUITY SHARES CAPITAL OF THE COMPANY

There has been increase in the Authorised Share Capital of your Company during the year under review. Total Authorised Share Capital of the Company is Rs. 15,00,00,000 divided into 1,50,00,000 equity share of Rs. 10/- each and Paid up Share Capital of the Company is Rs. 10,93,76,120 divided into 1,09,37,612 equity share of Rs. 10/- each/- (including 68000 Partly paid equity shares). During the year under review, the Company has received calls in arrears of Rs. 6000.00 on 1200 equity Shares of Rs.10 each.

5. BUSINESS REVIEW

During the financial year ended on March 31, 2024 the Company achieved turnover of Rs. 432488.09 Thousand as against turnover of Rs. 386332.52 Thousand only during the previous year, which is an increase in turnover by 11.95%.

6. MATERIAL CHANGES, COMMITMENTS AND CHANGE IN THE NATURE OF BUSINESS

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves and retained the amount available for appropriation in the Profit and Loss Account.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered with the Stock Exchange, is set out in the Annexure forming part of Annual Report marked as Annexure - “A”.

9. CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organization’s brand and reputation. The new Companies Act, 2013 as amended to date and amended Listing Regulations have strengthened the governance regime in the country. The Company is in compliance with the governance requirements provided under the new law. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Report on Corporate Governance is forming part of the Annual Report marked as Annexure - “B”.

A separate report on Corporate Governance is provided together with a Certificate from the Practicing Company Secretary confirming compliance with conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the Listing Regulations, is annexed to the Annual Report.

A Certificate of the Managing Director and Chief Financial Officer of the Company in terms of Regulation 17(8) read with Part B of Schedule II of the Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, stating that members of Board of Directors and Senior Management have affirmed compliance with the Company’s Code of Conduct and adequacy of the internal control measures and reporting of matters to the Audit Committee.

10. INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013

a) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES- During the financial year 2023-24, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of

business and on arms’ length basis and in accordance with the provisions of the Companies Act, 2013, and Regulation 23 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

The transactions entered into with the related parties during the year under review have been stated in note No. 34 of the financial statements for the year ended on March 31,2024.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at www.raaimedisafeindia.com. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. Therefore, the Company is not required to furnish any particulars in Form AOC-2.

b) EXTRACT OF THE ANNUAL RETURN- Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 will be made available on the Company’s website on www.raaimedisafeindia.com

c) BOARD MEETINGS - The details of the number of Board and Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

d) DISCLOSURE BY INDEPENDENT DIRECTORS - Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors met on February 29, 2024 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

e) POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS- The Remuneration Policy of the Company is designed to attract, motivate and retain manpower in a competitive and international market. The policy reflects the Company''s objectives for good corporate governance as well as sustained longterm value creation for shareholders. The Remuneration Policy applies to the Company''s senior management, including its Key Managerial Person and Board of Directors. The Nomination and Remuneration Policy for the members of Board and Executive Management is available on the Company''s website www.raaimedisafeindia.com

f) QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS BY THE AUDITORS - The

Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

g) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED- Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments provided by the Company under Section 186 of the Act as at end of the Financial Year 2023-24 are disclosed in the Notes to the Financial Statement attached with the Board Report.

h) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO-Details of conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is forming part of this report as Annexure - “C”.

i) RISK MANAGEMENT- In line with the regulatory requirements of Section 134(3) of Companies Act, 2013, the Company has framed a Risk Management Policy to identify and access the key business risk areas and to resolve the same risk for smooth operations. A detailed exercise is being carried out at regular intervals to identify,

evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

j. CORPORATE SOCIAL RESPONSIBILITY- The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

k. AUDIT COMMITTEE- In terms of provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 the Company has constituted Audit Committee.

l. FIXED DEPOSIT - During the financial year 2023-24, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

m. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS - No

significant and material orders have been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

n. PARTICULARS OF EMPLOYEES - In terms of the provisions of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration of Managerial personnel is set out in Annexure “D” which forms part of this report.

o. Pursuant to section 143 (12) of the Companies Act, 2013, the auditors have not reported any fraud committed by the Company during the year under review.

11. COMPLIANCE OF SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and

approved by the Central Government as required under Section 118 (10) of the Companies Act, 2013.

12. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 as at March 31,2024 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.; and

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

13. DIRECTORS

Smt. Krishna Jajoo (DIN:02590793) retires by rotation at ensuing Annual General Meeting and being eligible, offers

herself for reappointment.

The Board Recommends re-appointment of the aforesaid Director in the ensuing Annual General Meeting.

Shri Arpit Bangur (DIN:02600716) has been appointed as Managing Director of the Company with effect from August 14, 2024

The Board Recommends appointment of the aforesaid Director as Managing Director in the ensuing Annual General Meeting.

Shri Hemant Kasliwal and Shri Ateet Agrawal, were appointed as additional Directors (Designated as Independent Directors) who shall hold the office as Directors upto the ensuing Annual General Meeting.

The Board Recommends their appointment as Non-Executive Independent Directors in the ensuing Annual General Meeting.

Shri Rajesh Kumar Gupta and Shri Vijendra Kumar Sood, Independent Directors of the Company shall be completing their second term on September 24, 2024, therefore, their respective offices will be vacated on that date.

The Board place on record its appreciation for the wise counsel given by the outgoing Director during the tenure of their office and welcome the incoming Directors on the Board.

Brief resume of Directors seeking appointment and re-appointment as stipulated under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 has been provided as Annexure to the Notice of AGM of the Company.

14. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 203 of the Companies Act, 2013 are as follows:

Mr. Arpit Bangur (DIN:02600716) : Managing Director wef from 14.08.2024

Mr. Navin Jhawar (DIN: 08729821) : Jt. Managing Director

Mr. Sachin Sarda : Company Secretary (PAN:AXWPS3668P)

Mrs. Ankita Jain : Chief Financial Officer (PAN: ALJPJ7535K)

15. EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Definition of ''Independence'' of Directors is derived from Regulation 16 of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence.

All Independent Directors have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. List of key skills, expertise and core competencies of the Board forms part of this Annual Report.

Based on the declarations received from the Independent Directors, your Board of Directors confirm the independence, integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.

As per regulatory requirements, all the Independent Directors have registered their names in the Independent Director''s Databank, pursuant to provisions of the Companies Act, 2013 and rules made thereunder.

The Company has devised a Policy for performance evaluation of Independent and other Directors, Board as a whole and committees thereof which include criteria for performance evaluation of the executive and non-executive directors.

In accordance with the provisions of Schedule IV of the Companies Act 2013, a separate meeting of the Independent Directors was held on February 29, 2024 without the attendance of Non-Independent Directors and Members of the Management. The Committee has reviewed the performance and effectiveness of the Board in this meeting as a whole for the Financial Year 2023-24.

The Policy for evaluation of performance of the Board of Directors is available on the Company''s website www.raaimedisafeindia.com

16. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

All independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the corporate governance report.

Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide the healthy environment to all its employees. The company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints committee as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, The policy aims at educating employees on conduct that constitute sexual harassment, ways and means to prevent occurrence of any such incidence,, and the mechanism for dealing with such incident, in the unlikely event of its occurrence. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no complaints were received against the sexual harassment at workplace.

18. VIGIL MECHANISM

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of the Company have been outlined in the Corporate Governance Report which forms part of this report.

19. AUDITORS

The Company has received a certificate from M/s. V.K. Ladha & Associates (Firm Regn. No. 002301C), Chartered Accountants, Ujjain, that they meet the eligibility criteria as defined in Section 141 of the Companies Act, 2013 and rule framed thereunder and they have confirmed that they are not disqualified from continuing as statutory auditors of the Company.

20. SECRETARIAL AUDIT REPORT

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 Company has appointed M/s. M. Maheshwari & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith to this Report and marked as Annexure - “E”.

21. NON DISQUALIFICATION OF DIRECTORS

In terms of the declarations received from the Directors of the Company under section 164 of the Companies Act, 2013, none of the Directors is disqualified to be appointed/re-appointed.

A certificate issued by M/s. M. Maheshwari & Associates, Practicing Company Secretaries, pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure-“F”.

22. INTERNAL FINANCIAL CONTROL

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized,

correctly recorded and properly reported.

23. SUSBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

During the year under review, pursuant to the provisions of section 2(6) and 2(87) of the Companies Act, 2013, the Company has no subsidiary, joint venture and associate Company.

24. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of the fraud committed by/on the Company, its officers and employees, the details of which would need to be mentioned in the Board Report.

25. BOARD EVALUATION

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual Directors, Chief Financial Officer, Company Secretary as well as the evaluation of the working of Committees. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, Performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

26. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

27. INDUSTRIAL RELATIONS

Relation between the Management and its employees has been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

28. ACKNOWLEDGMENT & APPRECIATION

The Board of Directors place on record its sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board RAAJ MEDISAFE INDIA LIMITED

Sd/- Sd/-

Place: Ujjain NAVIN JHAWAR ARPIT BANGUR

Date: August 14, 2024 JT. MANAGING DIRECTOR MANAGING DIRECTOR

DIN:08729821 DIN:02600716

---

Mar 31, 2023

Your Directors are pleased to present the 38^thAnnual Report along with the Company''s Audited Financial Statement for the financial year ended March 31,2023

1. FINANCIAL RESULTS

The Board''s Report is prepared based on the financial statements of the Company. The Company''s financial performance for the year under review along with previous year''s figures are given hereunder:

Particulars	2022-23	2021-22
Sales & Other Income	386454	347202
Total Expenditure	348730	310456
Earning before Finance Cost, Depreciation & Tax	56333	51128
Less: Finance Cost	11089	7146
Depreciation & Amortization Expenses	7521	7235
Profit/ (loss) before Tax and extraordinary items	37723	36747
Exceptional & Extraordinary items	-5	527
Profit / (Loss) before Tax	37718	37274
Current Tax and prior period tax	6393	6440
Deferred Tax	-1973	706
Other Comprehensive Income	109	643
Profit/ (Loss) for the Year	33298	30128
Total Comprehensive Income for the year	33406	30771
Basic & Diluted Earnings (in Rs.) Per Equity Shares of Face Value of Rs. 10/- each.	3.06	2.82

RESULTS OF OPERATIONS

The Highlights of the Company’s performance for the year ended March 31,2023 are as under:

During the financial year ended on March 31,2023 the Company achieved turnover of Rs. 386231 Thousand as against turnover of Rs. 346943 Thousands achieved during the previous year, which is an increase in turnover by11.32 %.

The Profit before Depreciation & Tax (PBT) for the financial year 2022-23 is Rs.45238 Thousands against Rs. 44509Thousandsin the year 2021-22.

Earnings per Share as on March 31,2023 are Rs. 3.06 vis a vis against Rs. 2.82 as on March 31,2022.

The net worth of the Company stands at Rs. 74908 Thousands at the end of financial year 2022-23 as compared to Rs. 41492 Thousands at the end of financial year 2021-22.

2. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of your Company during the financial year.

3. DIVIDEND

The Board of Directors expresses its inability to recommend dividend due to inadequate profits for the year 2022-23.

4. EQUITY SHARES CAPITAL OF THE COMPANY

There has been no increase / decrease in the Authorised Share Capital of your Company during the year under review.

Total Authorised Share Capital of the Company is Rs. 12,25,00,000 divided into 1,22,50,000 equity share of Rs. 10/- each and Paid up Share Capital of the Company is Rs. 10,93,76,120 divided into 1,09,37,612 equity share of Rs. 10/- each/-(including 69200 Partly paid equity shares) During the year under review the company has received calls in arrears of Rs. 10000.00 on 2000 equity shares of Rs. 10 each.

5. BUSINESS REVIEW

During the financial year ended on March 31,2023 the Company achieved a turnover of Rs. 386231 Thousand as against a turnover of Rs. 346943 Thousands achieved during the previous year, which is an increase in turnover by 11.32 %.

6. MATERIAL CHANGES, COMMITMENTS AND CHANGE IN THE NATURE OF BUSINESS

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves and retain the amount available for appropriation in the Profit and Loss Account.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered with the Stock Exchange, is set out in the Annexure forming part of Annual Report marked as Annexure - “A”.

9. CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organization’s brand and reputation. The new Companies Act, 2013 as amended to date and amended Listing Regulations have strengthened the governance regime in the country. The Company is in compliance with the governance requirements provided under the new law. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Report on Corporate Governance is forming part of the Annual Report marked as Annexure - “B”.

A separate report on Corporate Governance is provided together with a Certificate from the Practicing Company Secretary confirming compliance with conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the Listing Regulations, is annexed to the Annual Report.

A Certificate of the Managing Director and Chief Financial Officer of the Company in terms of Regulation 17(8) read with Part B of Schedule II of the Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, stating that members of Board of Directors and Senior Management have affirmed compliance with the Company’s Code of Conduct and adequacy of the internal control measures and reporting of matters to the Audit Committee.

10. INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013

a) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES- During the financial year 2022-23, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms’ length basis and in accordance with the provisions of the Companies Act, 2013, and Regulation 23 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

The transactions entered into with the related parties during the year under review have been stated in note No. 35 of the financial statements for the year ended on March 31,2023.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at www.raajmedisafeindia.com. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. Therefore, the Company is not required to furnish any particulars in Form AOC-2.

b) EXTRACT OF THE ANNUAL RETURN- Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2023 will be made available on the Company’s website on www.raajmedisafeindia.com

c) BOARD MEETINGS - The details of the number of Board and Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

d) DISCLOSURE BY INDEPENDENT DIRECTORS - Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors met on February 13, 2023 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

e) POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS- The Remuneration Policy of the Company is designed to attract, motivate and retain manpower in a competitive and international market. The policy reflects the Company''s objectives for good corporate governance as well as sustained long-term value creation for shareholders. The Remuneration Policy applies to the Company''s senior management, including its Key Managerial Person and Board of Directors. The Nomination and Remuneration Policy for the members of Board and Executive Management is available on the Company''s website www.raajmedisafeindia.com

f) QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS BY THE AUDITORS - The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

g) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED-

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments provided by the Company under Section 186 of the Act as at end of the Financial Year 2022-23 are disclosed in the Notes to the Financial Statement attached with the Board Report.

h) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO- Details of conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is forming part of this report as Annexure - “C”.

i) RISK MANAGEMENT- In line with the regulatory requirements of Section 134(3) of Companies Act, 2013, the Company has framed a Risk Management Policy to identify and access the key business risk areas and to resolve the same risk for smooth operations. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

j) CORPORATE SOCIAL RESPONSIBILITY- The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to

formulate policy on corporate social responsibility.

k. AUDIT COMMITTEE- In terms of provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 the Company has constituted Audit Committee.

l. FIXED DEPOSIT - During the financial year 2022-23, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

m. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS - No significant and material orders have been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

n. PARTICULARS OF EMPLOYEES- In terms of the provisions of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration of Managerial personnel is set out in Annexure “D” which forms part of this report.

o. Pursuant to section 143 (12) of the Companies Act, 2013, the auditors have not reported any fraud committed by the Company during the year under review.

11. COMPLIANCE OF SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government as required under Section 118 (10) of the Companies Act, 2013.

12. DIRECTORS RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 as at March 31,2023 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.; and

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

13. DIRECTORS

Shri Arpit Bangur (DIN:02600716) retires by rotation at ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Board Recommends re-appointment of the aforesaid Director in the ensuing Annual General Meeting.

Brief resume of Director seeking appointment and re-appointment as stipulated under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 has been provided as Annexure to the Notice of AGM of the

Company.

14. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 203 of the Companies Act, 2013 are as follows:

Mr. NAVIN JHAWAR (DIN: 08729821) : Managing Director Mr. SACHIN SARDA: Company Secretary (PAN:AXWPS3668P)

Mrs. ANKITA JAIN: Chief Financial Officer (PAN: ALJPJ7535K)

15. EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Definition of ''Independence'' of Directors is derived from Regulation 16 of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence.

All Independent Directors have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. List of key skills, expertise and core competencies of the Board forms part of this Annual Report.

Based on the declarations received from the Independent Directors, your Board of Directors confirm the independence, integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.

As per regulatory requirements, all the Independent Directors have registered their names in the Independent Director''s Databank, pursuant to provisions of the Companies Act, 2013 and rules made thereunder

The Company has devised a Policy for performance evaluation of Independent and other Directors, Board as a whole and committees thereof which include criteria for performance evaluation of the executive and non-executive directors.

In accordance with the provisions of Schedule IV of the Companies Act 2013, a separate meeting of the Independent Directors was held on February 13, 2023 without the attendance of Non-Independent Directors and Members of the Management. The Committee has reviewed the performance and effectiveness of the Board in this meeting as a whole for the Financial Year 2022-23.

The Policy for evaluation of performance of the Board of Directors is available on the Company''s website www.raajmedisafeindia.com

16. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

All independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the corporate governance report.

Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide the healthy environment to all its employees. The company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints committee as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, The policy aims at educating employees on conduct that constitute sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident, in the unlikely event of its occurrence. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no complaints were received against the sexual harassment at workplace.

18. VIGIL MECHANISM

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of the Company have been outlined in the Corporate Governance Report which forms part of this report.

19. AUDITORS

The Company has received a certificate from M/s. V.K. Ladha & Associates (Firm Regn. No. 002301C), Chartered Accountants, Ujjain, that they meet the eligibility criteria as defined in Section 141 of the Companies Act, 2013 and rule framed thereunder and they have confirmed that they are not disqualified from continuing as statutory auditors of the Company.

20. SECRETARIAL AUDIT REPORT

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 Company has appointed M/s. M. Maheshwari & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith to this Report and marked as Annexure - “E”.

21. NON DISQUALIFICATION OF DIRECTORS

In terms of the declarations received from the Directors of the Company under section 164 of the Companies Act, 2013, none of the Directors is disqualified to be appointed/re-appointed.

A certificate issued by M/s. M. Maheshwari & Associates, Practicing Company Secretaries, pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure-“F”.

22. INTERNAL FINANCIAL CONTROL

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

During the year under review, pursuant to the provisions of section 2(6) and 2(87) of the Companies Act, 2013, the Company has no subsidiary, joint venture and associate Company.

24. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of the fraud committed by/on the Company, its officers and employees, the details of which would need to be mentioned in the Board Report.

25. BOARD EVALUATION

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual Directors, Chief Financial Officer, Company Secretary as well as the evaluation of the working of Committees. Performance evaluation of Independent Directors was done by the entire Board,

excluding the Independent Directors being evaluated.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, Performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

26. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

27. INDUSTRIAL RELATIONS

Relation between the Management and its employees has been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

28. ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors place on record its sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board RAAJ MEDISAFE INDIA LIMITED

Sd/- Sd/-

Place: Ujjain NAVIN JHAWAR ARPIT BANGUR

Date: August 08, 2023 MANAGING DIRECTOR CHAIRMAN

DIN:08729821 DIN:02600716

---

Mar 31, 2015

Dear Members.

The Directors are pleased to present the 30th Annual Report along with the Company's Audited Financial Statement for the financial year ended March 31,2015.

FINANCIAL RESULTS

(Rs. In Lacs]

Particulars 2014-15 2013-14

Sales & Other Income 7,03 6,17

Total Expenditure 61.30 23.19

Earning before Finance Cost, Depreciations Tax [54.27] [17.02]

Less: Finance Cost 36.65 4.77

Depreciation & Amortization Expenses 24.81 19,19

Profit/ (loss] before Tax and extraordinary items [115.73] [40.98]

Exceptional & Extraordinary items 2.81 6.58

Profit/ (Loss] before Tax [118.54] [47.56]

Current Tax - -

Profit/ (Loss] for the Year [118.54] [47.56]

8asic & Diluted Earnings Per Equity Shares of Face Value of Rs. [2.30] [0.81] 10/- each,

DIVIDEND

The 8oard of Directors of the company has not recommended any dividend for the financial year 2014-15.

BUSINESS REVIEW

The Company has resumed its manufacturing and trading activities during the month of December 14,2014of the products mainly used in Hospital hygiene Sector and other Sectors where hygiene is to be maintained. The products are disposable new to the users and will take some time to establish its presence in the market.

REVOCATION OF SUSPENSION OFLISTING ON BSE

Your Directors are pleased to inform that, the suspension of trading of equity shares of the Company on 8SE Ltd, has been revoked with effect from April 25,2014.

FIXED DEPOSIT

Outing the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act; 2013 read together with the Companies (Acceptance of Deposits] Rules, 2014.

MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT

There have been no material changes which affects the financial position of the Company had taken place during the time period between end of the financial year under review and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, is set out in the Annexure forming part of Annual Report marked as Annexure "A".

CORPORATE GOVERNMENTS

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. The new Companies Act, 2013 and amended Listing Agreement have strengthened the governance regime in the country. The Company is in compliance with the governance requirements provided under the new law and had proactively adopted many provisions of the new law, ahead of time. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEB1. Report on Corporate Governance is forming part of the Annual Report as Annexure "B".

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement with the Stock Exchange. A Certificate of the Chairman and MD of the Company in terms of sub-clause IX of Clause 49 of Equity Listing Agreement, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

EXTRACT OF THEANNUAL RETURN

Extract of Annual Return in Form No. MGT 9 is attached pursuant to Section 134(3) to the Companies Act 2013asAnnexure "C".

BOARD MEETINGS

The details of the number of Board and Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule 111 to the Act, have been followed and there are no material departures from the same;

b) 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 as at March 31,2015 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a 'going concern' basis;

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

fj the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

DISCLOSURE BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149[6) of the Companies Act, 2013 and Clause49 of the Listing Agreement.

DIRECTORS

Mr. Ajay Kasat (D1N-05269584) was appointed as an additional Director and in accordance with Section 196, 197 and 203 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ajay Kasat (DIN: OS 269584) was thereafter also designated as a Managing Director of the Company w.e.f. Lath January, 2015 for The term of three years subject to the approval of Members at the ensuing Annual General Meeting Smt. Krishna Jajoo (DIN- 02590793) was appointed as Additional Director of the Company we.f 15ftJanuary, 2015 and is being proposed for appointment as non-Executive Director of the Company, liable to be retiring by rotation subject to the approval of members.

Mr. Arpit Bangur (DIN 02600716) retires by rotation at ensuing Annual General Meeting and being eligible, offer himself for reappoint.

8rief resume of Directors seeking appointment and re-appointment as stipulated under clause 49 of Listing Agreement, has been provided as Annexure to the Notice of AGM of the Company.

During the year under review, Mr. Beni Gopal Lahotl has resigned from the directorship of the Company we.f. 20.01.2015. The Board appreciates the services and the valuable support rendered by him during the tenure of his directorship.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 203 of the Companies Act, 2013 are as follows:

Mr. AJAY KASAT: Managing Director(DIN: 05269584)

Mr. SACH1NSARM: Company Secretary CPAN:AXWPS3668P) with effect from June 1,2015.

POLICY DN DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAHS

The Remuneration Policy of the Company is designed to attract, motivate and retain manpower in a competitive and international market. The policy reflects the Company's objectives for good corporate governance as well as sustained long-term value creation for shareholders. The Remuneration Policy applies to the Company's senior management, including its Key Managerial Person and Board of Directors The Nomination and Remuneration Policy for the members of Board and Executive Managements available on the Company's website, www.raajmedisafeindia.com.

EVALUATION DFBOARD. COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has devised a Policy for performance evaluation of Independent and other Directors Board as a whole and committees thereof which include criteria for performance evaluation of the executive and non executive directors.

The Board of directors have formulated and adopted a policy on appointment / remuneration of directors including criteria for determining qualification, positive attributes, independence of the directors and other matters. This policy also covers the performance evaluation of all directors, Board, committees and Key Managerial Personnel. An exclusive meeting of the Independent Director of the Company has been held on 17th February, 2015 which was attended by all the Independent Directors. They have reviewed the performance of the non independent directors and the Board as a whole, performance of the Chairperson and quality of information to the Board as provided under Schedule IV of the Companies Act,2013.

The Policy for evaluation of performance of the Board of Directors is available on the Company's website www.raajmedisafeindia.com.

AUDITDRS AND AIIQ1TDRS' REPORT

M/s. Nitin Vasant Garud & Co., Chartered Accountants, Ujjain, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and being eligible have consented and offered them- selves for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Nitin Vasant Garud & Co., Chartered Accountants, Ujjain as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the thirty fifth AGM to be held in the year 2020, subject to ratification of their appointment at every AGM.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETERIAL AUDIT REPORT

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 Company has appointed Mr. Manish Maheshwari, Practicing Company Secretary to conduct the Secretarial Audit of the Company. The Secretarial Audit Report is annexed here with to this Report and marked as Annexure "D".

Reply to the emphasis points in the Report is as under:

S. No. Emphasis Points Board's Reply

1. Company has not filed MGT 10 under Due to the uncertainty of calculation of 2% of Section 93 of Companies Act, 2013 the top 10 shareholders, we are not able to file during the financial year. the Form MGT 10. The Company was in process of filing MGTIO.

2. Company has not appointed Chief The Company has appointed Company Financial Officer and Company Secretary on Junel, 2015.

Secretary as per Section 203 of the As regards, appointment of CFO and Internal Companies Act, 2013. Auditor, The Board submits that the Company was closed down since 2010 and resumes its

3. Company has not appointed Internal production in the later part of December 2014. Auditor as per section 138 of the However the Company is in the process of Companies Act. 2013. appointment of CFO and Internal Auditor.

4. Company has not published Notice of Due to Non operation of the Company up to Board Meeting and Financial Results December 2014, Company has not published as per Clause 41 of the Listing Notice of Board Meeting and Financial Results Agreement with Stock Exchanges. as per Clause 41 of the Listing Agreement with Stock Exchanges.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2014-15, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Clause 49 of the Listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement and the Companies Act.

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, the Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.raajmedisafeindia.com. The Policy intends to ensure that proper reporting; approval and disclosure process are in place for all transactions between the company and related parties , Therefore the Company Is not required to furnish any particulars in the Forum AOC -2

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARENTEES GIVEN AND SECURITIES PROVIDED

Pursuant to section 134 (3) (g) of the companies Act, 2013 particulars of loans, guarantees or investments provided by the company under section1B6 of the Act as at end of the Financial Year 2014-2015 are disclosed in the Notes to the Financial statement attached with the Board Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company is as follows:

The company has one Managing Director and his remuneration Rs.50000 A per month w.e.f. 1st January2015.

Further, no sitting fees have been paid to any director during the year.

The particles of the employees who are covered by the provisions contained in Rukes 5 (2)and rule 5(3) of companies (Appointment and Remuneration of Manage ration of Managerial personnel) Rules, 2014 are:

a] Employed throughout the year Nil]

b] Employed for part of the year Nil The Remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the company.

CONSERVATION OF ENERGY, TECNOLOGY ABSORPTION AND FORIEN EXCHANGE EARINGS AND OUTGO

Details of conversion of energy, technology absorption and foreign exchange earrings and outgo as stipulated under section 134 of the Companies [Accounts] Rules,2014 is forming part of this report Annexure "E".

Outing the year there were no foreign earnings as well as outgo.

RISK MANAGEMENT

In line with the regulatory requirements of Section l34[3] of Companies act, 2013, The company has framed a Risk Management Polity to identify and access the key business risk areas and to resolve the same risk for smooth operations. A detailed exercise is being carried out reso1ve the Same risk for and monitor all business risk sand suggests steps to taken to controlee and mitigate the same through a properly defined frame work.

INTERNAL FINANCIAL CONTROL According to section 134 [5] [e] of the companies Act, 2013 the term internal financial controlee [IFC] means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companies' policies the safe guarding of its Assets, the preventing and detection of frauds and error the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The company has Adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATES COMPANIES

During the year under review, pursuant to the provisions of section 2(6), 2(87) the Company has no Subsidiaries, joint venture and any associate Company.

INDUSTRIAL RELATIONS

Relation between the Management and its employees has been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation for the co-operation extended by bankers and various Government agencies. The Directors also wish to thank the Shareholders, Employees, Customers and Suppliers for their support and co-operation.

By order of the Board.

FOR RAAJ MEDISAFE INDIA LIMITED

Place: Pithampur

Sd/- Sd/-

Date : August 12, 201S AJAY KASAT ARPIT BANGUR

MANAGING DIRECTOR CHAIRMAN

DIN:05269SB4 DIN:02600716

---

Mar 31, 2014

Dear Members,

Directors are pleased to submit their 29th Annual Report on the business and operations of the Company along with audited Balance Sheet & Profit and Loss Account for the year ended 31st March, 2014,

FINANCIAL RESULTS

Financial results of the company for the year under review along with figures for previous year are as follows:

(Rs in Lacs)

For the year For the year Particulars ended ended 31.03.2014 31.03.2013

Sales and Other Income 6.17 0,00

Operating Profit/(Loss) before Interest, Depreciation, and Tax (17,02) (3.30)

Less; Interest 4.77 1.19

Profit/(Loss) before Depreciation (22.79) (4.49)

Depreciation 19.18 19.17

Profits Loss) before exceptional and extraordinary items and tax (40.97) (23.66)

Less: Extra Ordinary Expenses 6.53 18.25

Profit/(Loss) before Tax (47.55) (41.92)

Tax 0.00 0.00

Net Profit/(Loss) after Tax (17.55) (41.92)

Which has been carried to Balance Sheet

DIVINDEND

In view of losses, the directors regret their inability to recommend any dividend on Equity shares for the year ended 31st March 2014.

SHARE CAPITAL & LISTING

Your Directors are pleased to announce that your Company has obtained trading approval of Equity shares of the Company at the Stock Exchange, Mumbai.

The company has obtained connectivity with National Depository Services Limited (NSDL.) to provide facilities to all members, investors and shareholders and to hold the shares in dematerialised form.

DIRECTORS

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Arpit Bangurwill retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Pursuant to Section 149 of the Companies Act, 2013, the Board at its matting field on 29th May 2014, recommended appaintment of Mr. Rajesh Kumar Gupta, Vijendra Kumar Sood and Mr. Narendra Bahadur Singh as independent Directors of the Company, not liable to retire by rotation for a period of five years from the 29th Annual General Meeting subject to approval of the Members of the Company.

The Company has received declarations from all the independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub section(6) of Section 149 or the Ad as well as under clause 49 of the Listing Agreement with the Stock Exchanges.

PUBLIC DEPOSITS

During the year, the Company has not accepted any public deposits within the meaning of Section 58 A of the Companies Act, 1956 and the rules made there under.

AUDITORS

M/s. Nitin Vasant Gacud & Co., Chartered Accountants, Ujjain, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g)ofthe Companies Act, 2013 and that they are not disqualified for re-appointment.

The Audit Committee and the Board of Directors recommended the re-appointment of M/s. Nitin Vasant Garud & Co., Chartered Accountants, Ujjain as the Auditors of the Company for the fiscal year ending on March 31,2015.

AUDITORS' REPORT

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations appearing in the Auditors' Report, does not call for any further explanation/clarification by the Board of Directors.

DECLARATION PURSUANT TO SECTION 217(3AA)

In pursuant to Provision contained in Section 217(2AA) of the Companies act, 1956, Directors of the Company Confirm That.

I. In the preparation of the annual acoounts, applicable accounting standards have been followed.

II. Accounting Policies selected were applied consistently. Reasonable and Prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2014 and profit & loss account of the Company for the year ended on that date.

III . Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of Companies act, 1956 for, safeguarding the assets of the Company and for preventing and detecting frauds of the Company and other irregularities.

IV. Annual accounts of the Company have been prepared on Going Concern basis,

CORPORATE GOVERANCE

Your Company is committed to follow the guidelines of SEBl and Stock exchanges from time to time. Your Company implemented all of its major stipulation as applicable to foe Company. The Statutory Auditors' certificate in accordance with clause 49 of Listing agreement and report on Corporate Governance is annexed to and forming part of the Directors Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management discussion and Analysis Report have been attached and forms part foe Directors' Report.

PARTICULARS OF EMPLOYEES

There were no employees during foe current year drawing the remuneration more than foe limit prescribed under section 217(2A) of the Companies Act, 1956 read with Companies(Particulars of Employees)Rules, 1975.

INSURANCE

The Buildings, Plant & Machinery, Stocks, Stores and Spares of the Company are adequately insured against various risks including machinery break down.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The details required under section 217 (1) (e) of The Companies Act, 1956 are given in the Annexure and forms part of this report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the continued co-operation and support given to foe Company by its Customers, Shareholders, Bankers, and Central & State Governments including all those associated with foe Company.

For & On Behalf of the Board of Directors

Sd/- ARPIT BANGUR Place : Pithampur CHAIRMAN Date : 29th May 2014

---

Mar 31, 2012

The Directors are pleased to submit their 27th Annual Report on the business and operations of the Company along with audited Balance Sheets & Profit and Loss Account for the year ended 31st March, 2012.

FINANCIAL RESULTS

Financial results of the company for the year under review along with figures for previous year are as follows:

(Rs. in Lacs)

For the For the year year ended ended Particulars 31.03.2012 31.03.2011

Sales and Other Income 4.43 3.69

Operating Profit before Interest, Depreciation and Tax (156.61) (22.83)

Less : Interest 13.37 0.09

Profit before Depreciation (169.98) (22.92)

Depreciation 20.61 21.51

Profit before tax (190.59) (44.43)

Net Profit After Tax (190.59) (44.43)

Add. Balance brought forward (436.47) (392.04)

Balance carried to Balance Sheet (627.06) (436.47)

DIVIDEND

The Board of Directors decided not to recommend any dividend on Equity shares for the year ended 31st March 2012.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Shri R.K. Jain and Shri Himanshu Sharma will retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Sarvashri Braham Swaroop Jajoo, Rajesh Kumar Gupta, Vijendra Kumar Sood and Narendra Bahadur Singh were appointed as Additional Directors of the Company on 8th September, 2011 and their term of office expires on the date of ensuing Annual General Meeting. The Company has received notices under Section 257 of the Companies Act, 1956 from the shareholders for the appointment of the aforesaid Directors. The Board recommends their appointment as Directors of the Company.

PUBLIC DEPOSITS

During the year, the Company has not accepted any public deposits within the meaning of Section 58 A of the Companies Act, 1956 and the rules made there under.

AUDITOR AND THEIR REPORT

Comments of the auditors in their report for the period ended 31st March, 2012, are self explanatory and need no comments.

M/s Nitin Vasant Garud & Co., Chartered Accountants, Ujjain, will retire at the conclusion of ensuing Annual General Meeting. The Board proposed their re-appointment as Statutory Auditor to audit the accounts of the Company for the year 2012-13. You are requested to consider their re-appointment.

DECLARATION PURSUANT TO 217(2AA)

In pursuant to Provision contained in Section 217(2AA) of the Companies act, 1956, Directors of the Company Confirm That:

I. In the preparation of the annual accounts, applicable accounting standards have been followed.

II. Accounting Policies selected were applied consistently. Reasonable and Prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and profit & loss account of the Company for the year ended on that date.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds of the Company and other irregularities.

IV. Annual accounts of the Company have been prepared on Going Concern basis.

CORPORATE GOVERNANCE

Your Company is committed to follow the guidelines of SEBI and Stock exchanges form time to time Your Company implemented all of its major stipulation as applicable to the Company. The Statutory Auditor''s certificate in accordance with clause 49 of Listing agreement and report on Corporate Governance is annexed to and forming part of the Directors Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management discussion and Analysis Report have been attached and forms part the Directors Report.

PARTICULARS OF EMPLOYEES

There were no employees during the current year drawing the remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

INSURANCE

The Buildings, Plant & Machinery, Stocks, Stores and Spares of the Company are adequately insured against various risks including machinery break down.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The details required under section 217 (1) (e) of The Companies Act, 1956 are given in the Annexure and forms part of this report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the continued co- operation and support given to the Company by its Customers, Shareholders, Bankers, and Central & State Governments including all those associated with the Company.

For & On Behalf of the Board of Directors

Sd/-

Place : Indore RAJESH KUMAR GUPTA

Date : 21st July 2012 (CHAIRMAN)

---

Mar 31, 2009

The Directors have pleasure in presenting the 24th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS

(Rs. in lacs) As at As at 31.3. 2009 31.3.2008

Sales and Other Income 635.30 410.21

Operating Profit before Interest, Depreciation and Tax 48.85 21.27

Less Interest 17.51 25.02

Profit before Depreciation 31.34 (3.75)

Depreciation 22.66 23.12

Profit before tax 8.68 (26.87)

Profit after tax 7.64 (26.87)

Add. Balance brought forward (329.74) (302.87)

Balance carried to Balance Sheet (322.10) (329.74)

OPERATIONS

Post the recent economic meltdown and as the markets are reviving again, the companys operations are also following an upward trend. Turnover and operations of the Company have increased to Rs. 635.30 Lacs as compared to Rs. 410.21 Lacs. This has resulted in an increased profit before interest, Depreciation and Taxes of Rs. 48.85 Lacs as compared to 21.27 Lacs in the previous year. The positive are clue to a shift of the companys activities from being purely manufacturing based to more trading activities.

DIRECTORS

Director Shri Manoj Dhandia and Shri S. Rakyan retire by rotation and being eligible offer themselves for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors state as under :

(i) that in the preparation of the Annual Accounts, the applicable standards have been followed and there has been no material departure ;

(ii) that the Directors have made every effort to keep the operations going inspite of volatile and depressive economic scenario and market.

(iii) that the Directors have 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 Loss of the Company for that period;

(iv) that 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 fraud and other irregularities to the best of their knowledge and ability;

(v) that the Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s Dharmesh & Co Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. now M/s N. Parik & Associates Chartered Accountants Indore They have signified their willingness to accept appointment and have further confirmed their eligibility under section 224 (1-B) of the Companies Act, 1956

Observations made in the Auditors Report are self-explanatory and are suitably explained in the notes on Accounts.

PUBLIC DEPOSITS

During the year, the Company has not accepted any public deposits within the meaning of Section 58 A of the Companies Act, 1956 and the rules made thereunder.

INSURANCE

The Buildings, Plant & Machinery, Stocks, Stores and Spares of the Company are adequately insured against various risks including machinery break down.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO the details required under section 217 (1) (e) of The Companies Act, 1956 are given in the Annexure and forms part of this report.

HUMAN RESOURCES

Your Directors wish to place on record that their sense of appreciation towards the employees of the company for their devoted services and sustained efforts in keeping the operations going and maintaining the best of efficiency and giving their best, for optimum output of production even though the operations been faced various adverse marketing factors and erratic supplies of raw materials due to external factors.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the continued co-operation and support given to the Company by its Customers, Shareholders, Bankers, Central & State Governments including all those associated with the Company.

For and on behalf of Board of Directors

Sd/- Place : Pithampur M. C. DHANDIA Date : 14th August, 2009 (CHAIRMAN)