Ritesh International Ltd Management Discussions

Industry Structure, Developments, Opportunities and Threats

The Rubber and PVC industry is growing at a faster pace. Our product range includes Stearic acid, Fatty Acids; the ultimate users of our products are Rubber and PVC industries. Since our inception, we are providing superb quality products to our valued customers at national level. The raw materials are procured from reliable vendors and each product is tested on several parameters to ensure optimum quality Therefore the demand of our products is set to grow at much faster rate. Your company is trying its best to increase the market share of its products and to economize its production.

Further, the Company is now actively taking steps to improve the knitwear division business. The Company has made sales of Rs. 7,255.63 Lakh from stearic acids & other nonedible oils (Previous year Rs. 11,419.51 lakh) and sale of garments Rs. 1,110.28 lakh (Previous year Rs. 1,244.85 lakh) during the year under review. Company is in process to increase the market for knitwear division.

OPPORTUNITIES AND THREATS

OPPORTUNITIES

Production of Rubber and PVC industry is on an increasing trend day by day due to increase in the demand of Rubber and PVC and its allied products. Since our products are mainly consumed by these industries, demand of our products is also set to increase.

Company is now focusing in the Knitwear Division too. As company has income from sale of garment is Rs. 7,255.63 (Previous year Rs. 11,419.51 lakh) which has resulted in increased(decrease) sales by - 36.46 % from the last year income of knitwear division. So, the Company is actively involved to increase the market share of its knitwear division in coming years.

THREATS

There is lot of competition in the market in these segment and continuous increases in raw material cost are main threats. Shortage of stable and skilled man-power, increasing input cost i.e. power, finance & logistics, striking a balance between the quality and price of products etc. are basics risks in the industry. Further there can be risks inherent in meeting unforeseen situation, not uncommon in the industry. Company also recognizes the risks associated with business and would take adequate measures to address the associated risks and concerns.

Segment Wise performance

As the Companys business activities fall within a single primary business segment, Hence, the reporting on Segment wise Performance of the Company as per the provisions is not applicable / required. However, the Company has made sales of Rs. 1,110.28 lakh (Previous year Rs. 1,244.85 lakh) of Knitwear Division.

Financial Performance of the Company

The companys overall operational performance has been good during the financial year 2023-24. Revenue of the Company is generated mainly from sale of Stearic Acids and Other Non-edible Oils. Companys achieved sales The Company has made sale of Rs. 7,255.63 Lakh from stearic acids & other non-edible oils (Previous year Rs. 11,419.51 lakh) and sale of garments Rs. 1,110.28 lakh (Previous year Rs. 1,244.85 lakh). The Company has incurred a profit(loss) of (Rs. 7.96 lakh) during the Financial Year.

Risk and Management Perception

The operations of your company are subject to general business risks and competition in the industry, which can affect the growth of the company. Your company continuously updates its systems and procedures to reduce uncertainties and risks and explore new market to cope with the competition.

Internal Control and their adequacy

The Company has adequate system of internal control and internal audit system and management has access of all its assets and proper procedure is adopted for disposal of any assets of the company.

The Company has appointed an Independent Auditor to ensure compliance and effectiveness of the Internal Control Systems in place.

The Audit Committee is regularly reviewing the Internal Audit Reports for the auditing carried out in all the key areas of the operations. Additionally the Audit Committee approves all the audit plans and reports for significant issues raised by the Internal and External Auditors. The Scope of the Internal audit is not limited to accounts only but also includes operations, inventories, costing records, physical verifications of immovable and movable assets etc. on regular basis. Regular reports on the business development, future plans and projections are given to the Board of Directors.

Material development in human resources and industrial relation front, including No. of people employed

Human Resources Development, in all its aspects like training in safety and social values is under constant focus of the management. Relations between the management & the employees at all levels remained healthy & cordial throughout the year. The Management and the employees are dedicated to achieve the corporate objectives and the targets set before the company. Industrial relations remained cordial and harmonious during the year under review and there was no working day loss due to any adverse activities. The company had 187 employees as on 31^st March 2024.

Cautionary Statement

Statement in the management discussion and analysis describing the companys objectives, estimates, projections and expectation may be forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially due to economic conditions effecting demand, supply, prices, changes in government policies, tax laws and other incidental factors.

1. Management

The Management Discussion and Analysis Report have been included in this Annual Report and include discussion on the matters specified in the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Code of Conduct

The Board has laid down a code of conduct for all Board members and Senior Management of the Company. All Board Members and Senior Management Personnel have complied with the Code of Conduct. Declaration to this effect signed by the Chairman Cum Managing Director is enclosed with this Annual Report.

3. SHAREHOLDERS

a) Disclosures regarding appointment or re-appointment of Directors

According to the Articles of Association of the Company, one third of such of the Directors for the time being are liable to retire by rotation shall retire and, if eligible, offer themselves for reelection at the Annual General Meeting. Accordingly, Mr. Ritesh Arora, Managing Director of the company hereby retires by rotation in the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

b) Communication to Shareholders

The quarterly, half yearly and annual results are generally published in Business Standard (English Language) and Desh Sewak (Punjabi Language).

c) Compliance Officer

Ms. Neha Chhabra (A-30546) is the Compliance Officer of the Company. She can be contacted for any investors related matter relating to the Company. Her contact number is 91-01615059126, fax no. is 91-01675-240372 and e-mail ID is cs_riteshinternational@yahoo.com.

d) General Body Meetings

The last three Annual General Meetings were held as per the details given below:

Year	Venue	Date	Time	Special Resolution Passed
2022-23	Momnabad Road, Village Akbarpura, Ahmedgarh, Sangrur, Punjab 148021	26.09.2023	11.00 AM	1. To consider and approve, with or without modification, the Related Party Transactions
2021-22	Momnabad Road, Village Akbarpura, Ahmedgarh, Sangrur, Punjab 148021	16.09.2022	11.00 AM	1. To revise the remuneration payable to Mr. Rajiv Arora 2. To re-appointment Mr. Rijul Arora
2020-21	356, Industrial Area ‘A Ludhiana-141003	28.09.2021	03.00 pm	Yes, Shifting of registered office outside local limits but within the State of Punjab
2019-20	356, Industrial Area ‘A Ludhiana-141003	28.09.2020	03.00 pm	Yes, one for re-appointment of MD and one for change of category of promoter to public

e) Postal Ballot

During the year under review, the Company has passed Two (2) resolutions through postal ballot, ended on 18.01.2024 , Namely

1. Appointment/Change in designation of Mr. Ritesh Arora (DIN: 00080156) to Managing Director cum Chairman of the Company. (Special Resolution)

2. Appointment of Ms. Sharon Arora (DIN: 09450764) as Non-Executive Independent Director of the Company. (Special Resolution)

f) Means of Communication

Timely disclosure of consistent, comparable, relevant & reliable information on corporate financial performance is at the core of good governance. Towards this end:

a) Quarterly/ Half Yearly/ Annual Results: Quarterly, half yearly and annual results of the company are sent to the stock exchanges immediately after they are approved by the Board.

b) Publication of Quarterly/Half Yearly/Annual Results: Quarterly, half yearly and annual results of the company are published in the prescribed format within 48 hours of the conclusion of the meeting of the Board, at least in one English national newspaper and in one vernacular newspaper of Punjab, where the registered office of the company is situated.

c) Website: Quarterly, half yearly and annual results of the company are sent to the stock exchanges as well are displayed on the Companys website www.riteshinternationalltd.com at the time of its release to the media.

7. General Shareholders Information

The following information would be useful to our shareholders:

a) 42nd Annual General Meeting

Date & Time	21.09.2024 at 11.00 A.M.
Venue	Momnabad Road, Village Akbarpura, Ahmedgarh, Sangrur, Punjab 148021
Financial Year	1st April 2023 to 31st March 2024

b) Financial Calendar 2024-25

Last financial year of the Company was of twelve months from 1^st April, 2023 to 31^st March, 2024. Tentative financial calendar of the Company for the year 2024-25 shall be as follows:

Board Meetings to take on record	Schedule
Financial Results for the quarter ending 30th June, 2024	During August, 2024
Financial Results for the quarter ending 30th September,2024	During November, 2024
Financial Results for the quarter ending 31st December,2024	During February, 2025
Financial Results for the quarter ending 31st March,2025	During May, 2025

c) Date of Book Closure:

15^th day of Sep, 2024 to 21^st day of Sep, 2024 (both days inclusive)

d) The shares of the Company are listed on the following Stock Exchanges:

Name and Address of Stock Exchanges	Scrip Code
The Bombay Stock Exchange Limited, Mumbai	519097
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001.

There are no pending dues with Bombay Stock Exchange.

e) Registrar & Transfer Agent

Skyline Financial Services Private Limited

D-153 A, Ist Floor, Okhla Industrial Area, Phase- I New Delhi- 110020 Tel.: 011 40450193-95, Fax: +91 11 26812682 E-mail: info@skylinerta.com

f) Market price data

Monthly high and low prices of equity shares of Ritesh International Limited at the Stock Exchange, Mumbai (BSE) in comparison to Sensex are given hereunder:-

	BSE
Month	Share Prices			Sensex
	High	Low	No. of Trades (Company)	High	Low
April, 2023	58.15	39.79	128.03K	61,209.46	58,793.08
May, 2023	67.3	43.17	266.31K	63,036.12	61,002.17
June,2023	46.8	38.7	303.98K	64,768.58	62,359.14
July, 2023	41.9	37.41	126.68K	67,619.17	64,836.16
August, 2023	40	34.5	156.80K	66,658.12	64,723.63
September, 2023	39.6	33	243.45K	67,927.23	64,818.37
October, 2023	37.5	32.75	98.24K	66,592.16	63,092.98
November, 2023	36.9	23.18	554.90K	67,069.89	63,550.46
December, 2023	31.02	26.38	265.13K	72,484.34	67,149.07
January, 2024	33.3	28.5	240.08K	73,427.59	70,001.60
February, 2024	31.6	27.2	148.18K	73,413.93	70,809.84
March, 2024	30.21	24	167.68K	74,245.17	71,674.42

Source: www.bseindia.com and https://in.investing.com

g) Share transfers

Share transfers are done by the Companys Registrar and Share Transfer agents Skyline Financial Services Private limited, New Delhi. Share transfers are registered and returned within a period of 30 days from the date of receipt.

h) Dematerialization of Shares

72.56 % of Equity Shares (6205999 shares) of the Company are in dematerialized form as on 31st March, 2024. The shares of the company are available for dematerialization with both the depositories i.e. NSDL and CDSL vide ISIN No. INE534D01014.

i) Outstanding Convertible Instruments

The Company has no outstanding convertible instruments.

j) Shareholding Pattern:

i) Shareholding pattern of Ritesh International Limited as on 31.03.2024 is given as under:

Sr. Category of shareholders No.	No. of Shares	%
1. Promoters/Promoters Group	3681947	43.05
Public
1. Mutual Funds/ Financial Institutions/Banks/NBFCs	5700	0.07
2. Body Corporates	358685	4.19
3. NRIs	162193	1.90
4. Others (incl Induviduals etc.)	4344297	50.79
TOTAL	8552822	100.00

ii) Distribution of Shareholding as on 31.03.2024

Share or Debenture holding Nominal Value	Number of Shareholders	% to Total Numbers	Share or Debenture holding Amount	% to Total Amount
(Rs.)			(Rs.)
1	2	3	4	5
Up To 5,000	13166	88.41	20107600.00	23.51
5001 To 10,000	1098	7.37	8380020.00	9.80
10001 To 20,000	406	2.73	5825290.00	6.81
20001 To 30,000	98	0.66	2456600.00	2.87
30001 To 40,000	43	0.29	1529080.00	1.79
40001 To 50,000	21	0.14	971190.00	1.14
50001 To 1,00,000	31	0.21	2046590.00	2.39
1,00,000 and Above	29	0.19	44211850.00	51.69
Total	14892	100.00	85528220.00	100.00

k) Address for Correspondence / Grievance

RITESH INTERNATIONAL LIMITED,

Momnabad Road, Village Akbarpura, Ahmedgarh, Sangrur, Punjab 148021

Ph.: 0161-5059126

cs_riteshmtemational@yahoo.com

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participants.

	By Order of the Board For RITESH INTERNATIONAL LIMITED
	Sd/-
	(RITESH ARORA)
Place: Ahmedgarh	Chairman-cum-Managing Director
Date: 24.08.2024	DIN:00080156