To,

The Members of Raaj Medisafe India Ltd.

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:

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:

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.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 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.