Risa International Ltd Directors Report

To

The Members,

Risa International Limited

Your Directors have pleasure in presenting the 31st Annual Report of 2025 of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2025.

1. COMPANYS FINANCIAL HIGHLIGHTS:

(Rs. in Lacs Except EPS)

Particulars	2024-25	2023-24
Revenue from Operations	0.00	0.00
Other Income	0.00	0.00
Total Income	0.00	0.00
Total Expenses	900.22	1477.24
Profit before Tax	(900.22)	(1477.24)
Total Tax Expenses	0.00	0.00
Net Profit	(900.22)	(1477.24)
Earnings Per Equity Share (in Rs.)
Basic	(0.56)	(0.93)
Diluted	(0.56)	(0.93)

2. OPERATIONS

No income during the financial year of the Company, iotal expenditure of the company in the FY 2024-25 is Rs. 900.22 lacs as compared Eo Rs. 1477.24 lacs in the FY 2023-24. Company faced loss of Rs. 900.221 acs intheFY2024-25 as compared to loss of Rs. 1,477.24 lacs for the prev iou s F Y 2023-2024.

tamings per share was Rs. (0.56) (Basic) and (Diluted) stood at in FY 2024-25 as compared to Rs. (0.93}(Basic) and (Diluted) in FY 2023-24.

The companys Financial Statements have been prepared in compliance with the Indian Accounting Standards (!nd-AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015, in accordance with Section 133 of the Companies Act, 2013, and other applicable provisions of the Act. I he annual accounts have been prepared without any signi fica nt deviati ons from the prescribed acoounti ng norm s.

The company ensures timely adoption of new or amended Ind-AS as applicable, and any material impact arising from such changes is appropriately disclosed in the financial statements. The financial reporting process involves a thorough review by the finance team and consultation with external auditors to ensure adherencetostatutory requirements.

3. DIVIDEND

Your directors donot recommend any dividend during the year under review.

4. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves during theFinancial Year 2024-2025.

5. SHARE CAPITAL

As on 31 March 2025, paid-up share capital of the company stood at Rs. 31,90,00,500 consisting of 15,95,00,250 equity shares of face value of Rs.2/- each fully paid-up.

6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report.

7. DEPOSIT

The company has not accepted any public deposits under the provisions of the Companies Act, 2013 (Act).

8. SUBSIDIARIES/JOINTVENTURE/ASSOCIATE COMPANY

The management wound up its wholly owned subsidiary i. Risa Universal Ltd (Hong Kong) during the reporting period, so there is no requirement to prepare a consolidated balance sheet for the reporting year.

9. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key

Managerial Personnel which may have a potential conflict with the interest of the Company at large. Hence there does not exists any details to be mentioned in Form AOC-2 which is atta ched a s "An nexure -A".

All Related Party Iransactions are placed before the Audit Committee for approval. The Company has adopted a Related Party Transactions Policy. The policy as approved by the board is uploaded on the Companys website at httos://risainternational.in /Reoorts/Policies/ Rel ated %2 QPa rtv % 20Po I i c V- pd f.

10. SECRETARIAL STANDARDS OF ICSI

! he company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1 )and General Meetings (SS-2).

11. CHANGE IN THE NATURE OF BUSlNESS, IFANY

1 here was no change in the nature of business of the company during the year.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The company has not given any loans or guarantees or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

13. STATE OF AFFAIRS OF THE COMPANY

I he Company is driven by passionate promoters from the Industry engaged in trading of textile, iron and steel and into realty business. Your directors carry out the operations with activecare and precaution thereby enhancing stakeholders values.

14. EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) read with Section I34(3)(a) of the Companies Act, 2013 the Annual Return as on 31st March, 2025 is available on the Companys website h tips: //ri s ai n t ern ati on a l. i n /Re ports/a n n u a l Re tu rn.

15. CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013 all companies having net worth of Rs. 500 croreor moreor lu mover of Rs. 1000 croreor more ora net profit of Rs. 5 croreor more during any financial year are required to constitute a appropriate corporate social responsibility CSR

Committee of the Board of Directors comprising the re or mo re directors, at least one of whom an independent director and such company shall spend at least 2% of the average net profits of the Companys throe immediately preceding financial year, fhe Company presently does notwith anyofthe criteria stated herein above.

16. CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate Governance practices. The report on Corporate Governance as per the requirement of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, together with a certificate from a Practicing Company Secretary and declaration by the Managing Director form part of this report.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015forms part of this report which is attached as "Annexure -B.

18. RISK MANAGEMENT POLICY

The Board of Directors have adopted a risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may pose significant loss or threat to the Company. 1 he Management identifies and controls risks through a defined framework in terms of the aforesaid policy.

19. WHISTLE BLOWERPOLICY/VIGIL MECHANISM

(here is a Whistle Blower Policy in the Company and no personnel have been denied access to the Chairman of theAudit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company httDS.//risainternational.in/Reports/Policies/Whistle-Blower- Policv.pdf.

20. INTERNAL CONTROL SYSTEMS

The internal financial controls of the Company are commensurate with its size, scale and complexity of operations. T he company has policies and procedures which inter alia ensure integrity in conducting business, timely preparation of reliable information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. The Audit Committee actively reviews the adequacy and effectiveness of the internal

financial control systems and suggests improvements ifany to strengthen the same.

21. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

The Company had applied for initiating of Corporate Insolvency Resolution Process against one of its deborts in National Company Law Tribunal (NCLT). However, the said application was rejected as the said petition was hit by Article 137 of Limitation Act, 1963. Accordingly during the year, the Company has written off Rs. 857.93 Lakhs receivable from the said Debtor.

22. DIRECTORS RESPONSIBILITY STATEMENT

In compliance of section 134(5) of the Act, the directors state that:

(i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for FY 2024-2025.

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

(v) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operatingeffactively.

23. DIRECTORS & KEY MANAGERIAL PERSONNEL

(i) Change in Directorate

During the Financial Year 2024-25, Mr. Rajendra Redekar (DIN: 02713973), was appointed at 30th Annual General Meeting as an Independent Director for a term of five years, effective from August 08, 2024 to August 07, 2029, in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Mr. Arihant Jain Suresh, (DIN: 03288261) resigned from Whole Time Director of the company on 02.06.2025.“

Cessation

Mr. Vi pin Shantila Champawat (DIN: 06369837), retire from the post from Independent Di recto r for co mpl etio n of two terms of 5 (F ive) years.

Directors retiring by rotation

Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointmentattheAGM.

Mr. Abhinandan Jain (DIN: 03199953), who retires by rotation as a Director being longest in theoffice areliable to retire by rotation at the ensuing Annual General Meeting (“AGM") and being eligible, has sought re-appointment. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mr. Abhinandan Jain (DIN: 03199953), are provided as an Annexune to the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Com pan ies (Appoint ment a n d Q ua I if i cati on of Di recto rs) Ru les, 2014.

(ii) Number of meetings of Board of Directors

This information has been furnished under Report on Corporate Governance which forms pa rt o f th i s repo rt

(iii) Committees of Board

This information has been furnished under Report on Corporate Governance which forms partof this report.

(iv) IndependentDirectors

Statement on declaration given by Indepen dent Directors

The Company has three Independent Directors, namely Mr. Suryakant Kadakane Maruti, Mr. Rajendra Siddhoji Redekar, Mrs. Preeti Jayaesh Doshi. Each of them has submitted the requisite declarations under Section 149(7) of the Act, affirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b)ofthe SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have further confirmed that they are not aware of any circumstances or situations that could impairtheir independence or affect theirability to exercise objective judgmentfreefromexternal influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after conducting a thorough assessment of their accuracy. The Independent Directors have also affirmed compliance with the provisions of Schedule IV of the Act (Code for Independent Directors) and the Companys Code of Conduct. There has been no change in the status or circumstances that would affect their designation as Independent Directors during the reporting period.

Additionally, the Company has received confirmation from all Independent Directors regarding their registration in the Independent Directors databank, maintained by the Indian Institute of Corporate Affairs, in accordance with Rule 6 of the Companies (Appointmentand Qualification of Directors) Rules,2014.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at https://risainternational.in/Reports/policies.

(vi) Policy on Directors Appointment and Remuneration

Fhe Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy and the details pertaining to the remuneration paid during the year are furnished in the Corporate Governance Report which forms part of this report. I he policy for appointment of Independent Director and payment to Non-Executive Director is posted on the website ofthe Co moa n v h do s.//ri sa i n tern a ti on al. i n/Reoo rts/Ro I i c ie s/W h i s tl e - BI ower- Pol i cv. Dd f.

(vii) Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and Circulars and Guidanee Notes issued by SEBI in this mgard, the Board has carricd out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees.

24. STATUTORY AUDITORS AND HIS REPORT

M/s AMS & Co, Chartered Accountants having registration no. 130878W were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 26th Annual Genera I Meeti ng (AGM )to 31 st Annual General.

The Board recommended M/s. Motilal & Associates LLP, Chartered Accountants, having registration no. 106584W/ W100751 as Statutory Audi tor of the Company for the consecutive terms of five (5) years for the financial year 2025-2026 to 2029-2030, subject to the approval of the Shareholders at ensuing AnnualGeneral Meeting.

The Auditors have not made any qualification to the financial statement, lheir reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 ofthe companiesAct, 2013.

2 5. SECRETARIAL AUDITOR AND HI S REPORT

Pursuant to the provisions of section 204 of the Act, the Board has appointed Mr. Suprabhat Chakraborty, practising company secretary (C.P. No. 15878), to undertake secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed as"Annexure- D” to this Report. 1 he report contains the following observation.

1. Company is having subsidiary incorporated outside India and as per the requirement of Section 129 of the CompaniesAct, 2013, Company has notprepaned the consolidated financial statement

Management would like to state that Financial Results have been prepared on Standalone basis as during the year there were no operational activity in the wholly owned subsidiaries.

2. Independent directors of the Company have not clear online self-assessment proficiency test as per the Companies (Appointment and Qualification of Directors) Rules, 2014.

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by Mr. Suprabhat Chakraborty for FY 2024-2025 has been submitted with stock exchange.

26. COSTAUDITORAND COSTAUDIT REPORT:

Appointmen tof CosiAuditor is not a pplica bie to you r Company.

27. INTERNALAUDITOR:

M/s Abhishek R Jain & Co., Chartered Accountant (FRN. 148930WN) were appointed as Internal Auditor for the financial year 2024-25. I hey have submitted their report based on the internal audit conducted during the yearunderreview.

28. CORPORATE WEBSITE:

l he Companys web address is www.risainternational.in. f he website contains a complete overview of the Company. The Companys Annual Report, financial results, details of its business, shareholding pattern, compliance with Corporate Governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, the distribution schedule, and Code of Conduct are uploaded on the website.

29. SEXUAL HARASSMENT

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace, fhe policy is uploaded and can be viewed on the Companys website http s://risa intern ational .in/Reports/poli cie s.

The details of Number of complaints of Sexual Harassment received, Number of complaints disposed off and Number of cases pen ding for more than ninety days in the Financial Year as stated below:

SL No.	Particulars	Comments
1	Number of complaints of sexual harassment received in the year	NIL
2	Number of complaints disposed of during the year	NIL
3	Number of cases pending for more than ninety days	NIL

30. PARTICULAR OF EMPLOYEES

Considering the provisions of Section 197(12) of the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details is available for inspection at the Registered Office of the Company during working hours, on any working day. Any member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.

31. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in "Annexure-D" annexed hereto a nd fo rms pa rt of th i s Re port.

32. HEALTH, SAFETYAND ENVIRONMENT

The company considers safety, environment and health as the management responsibility and therefore being constantly aware of its obligation towards maintaining and improving the en v i ron men t a cros s va rio us sp heres of i ts bu s i nes s act i vi ties.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS IMPACTING GOING CONCERN STATUS AND COMPANYS STATUS IN FUTURE

"There was no significantand material order passed by any regulatory during the year."

34. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued co-operation and support extended to the company by the bankers, media professionals, customers and regulatory authorities. Your Directors also place on record sincere appreciation of the continued hard work put in by employees atall levels.

	For and on behalf of Board of Directors
	Sd/-	Sd /-
	Abhinandan Jain	Su ryakant Kadakane
Place: Mumbai	Wholetime Di rector & CFO	Director
Date : 13/08/2025	DIN: 03199953	DIN:02772617