TO THE MEMBERS RIYAASAT LIFESTYLE LIMITED
The Directors of the Company take great pleasure in presenting their Annual Report along with audited statement of accounts for the year ended 31st March, 2026.
FINANCIAL HIGHLIGHTS
During the year under review, performance of your company as under:
(Amount in Lakhs)
| Particulars | As At 31st March, 2026 | As At 31st March, 2025 |
| Revenue from Operations | 3,337.46 | 2,480.46 |
| Other Income | 30.71 | 38.37 |
| Profit/(Loss) before taxation | 627.01 | 587.69 |
| Less: Tax Expense | ||
| Current Tax | 110.73 | 102.29 |
| Earlier year Tax | 0 | 8.40 |
| Deferred Tax | (3.13) | (1.23) |
| Profit/(Loss) after tax | 519.41 | 478.24 |
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK
The Company is engaged in the business of designing wedding outfits by incorporating ethnic elements with fashionable motifs that resonate with modern-day bride and groom.
There has been no change in the nature of business of the Company during the financial year ended 31st March, 2026.
The financial results during the year are satisfactory. The Revenue from operations stood at Rs. 3,337.46/- (In Lakhs) and Profit after Tax of the Company has stood at Rs. 519.41/- (In Lakhs) during FY 2025-26. In the previous year, it was stood at Rs. 2480.46/- (In Lakhs) and Rs. 478.24/- (In Lakhs) respectively.
Your Directors assures you that they would grab all business opportunities that could be seized from the market for the overall development of our business and foresee bright prospects of the Company in the years to come.
We seek long-term relationship with clients while addressing their requirements. Our customer centric approach has resulted in high levels of client satisfaction and retention. The upcoming years will brings more profitability and efficiency to the Company.
DIVIDEND
In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2026.
TRANSFER TO RESERVES
Amount was not transferred to the reserves during the financial year ended 31st March, 2026.
SHARE CAPITAL
During the period under review, there was no change in the paid-up share capital of the Company. However, subsequent to the end of the financial year, the paid-up share capital of the Company increased pursuant to the allotment of 28,48,800 Equity Shares of 10/- each fully paid-up pursuant to the Initial Public Offer (IPO) on July 01, 2026.
Accordingly, the paid-up share capital of the Company increased from 7,89,56,780/- as at April 01, 2025 to 10,74,44,780/- subsequent to the end of the financial year.
Proceeds from Initial Public Offering
During the period under review, the Company did not undertake any fund-raising activity. However, subsequent to the end of the financial year, the Company raised funds aggregating to 3,019.73 lakhs through an Initial Public Offer (IPO) of its Equity Shares.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Changes in the Board of Directors:
During the financial year under review, there were no changes in the composition of the Board of Directors of the Company. No Director was appointed or resigned from the Board during the financial year 2025-26.
As on 31st March, 2026, the constitution of Board with designation is as follows -
Ms. Mansi Pratik Patel was appointed as a Company Secretary w.e.f. 25th June, 2025 due to resignation of Ms. Manila Jain from the post of Company Secretary on 31st May, 2025.
DISCLOSURE BY DIRECTORS
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8, List of relatives and declaration as to compliance with the Code of Conduct of the Company.
NUMBER OF BOARD MEETINGS
Board Meetings
Total 11 (Eleven) Board Meetings were held during the financial year 2025-26 as required u/s 134 (3) (b) of the Companies Act, 2013 and rules made thereunder. The intervening gap between board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings. Following are the details of the meeting held.
| Date of Board Meeting | Mr. Gaurang Ramanbhai Galiya | Mr. Ramanbhai Nanubhai Galiya | Mr. Sobhanaben Ramanbhai Galiya | Ms. Aditi Parmar | Mr. Runel Saxena |
| 02/04/2025 | Yes | Yes | Yes | Yes | Yes |
| 30/04/2025 | Yes | Yes | Yes | Yes | No |
| 08/05/2025 | Yes | Yes | Yes | Yes | Yes |
| 15/05/2025 | Yes | Yes | Yes | Yes | No |
| 30/06/2025 | Yes | Yes | Yes | Yes | Yes |
| 14/07/2025 | Yes | Yes | Yes | Yes | Yes |
| 04/09/2025 | Yes | Yes | Yes | Yes | Yes |
| 07/11/2025 | Yes | Yes | Yes | Yes | Yes |
| 19/11/2025 | Yes | Yes | Yes | Yes | No |
| 28/01/2026 | Yes | Yes | Yes | Yes | Yes |
| 19/03/2026 | Yes | Yes | Yes | Yes | Yes |
Extra Ordinary General Meeting
Total 3 (Three) Extra Ordinary General Meeting were held during the financial year 2025-26. Details of the same is as below:
Annual General Meeting
According to Section 96 of the Companies Act, 2013 the Annual General Meeting of the members of the Company was held on 30th September 2025.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of the provisions of the Schedule IV of the Companies Act, 2013, the Independent Directors of the Company shall meet at least once in a year, without the presence of Non-Independent Directors and members of Management. During the financial year, the Meetings of Independent Directors was held on 01st March, 2026 to discuss and review the following matters in the meeting:
Both the Independent Directors were present at the meeting.
DECLARATIONS OF INDEPENDENT DIRECTORS
The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices.
The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.
ALTERATION OF MEMORANDUM OF ASSOCIATION:
During the year under review, there is no alteration made in Memorandum of Association (MOA) of the Company.
ALTERATION OF ARTICLES OF ASSOCIATION:
During the year under review, there is no alteration made in Article of Association (AOA) of the Company.
DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S)
Pursuant to Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations/LODR"), read with SEBI Circular No. CIR/CFD/CMD1/162/2019 dated December 24, 2019, listed entities are required to disclose details of deviation(s) or variation(s), if any, in the utilisation of funds raised through public issue from the objects stated in the Prospectus.
During the financial year under review, the Company did not undertake any fund-raising activity through Initial Public Offer (IPO) and, accordingly, there was no deviation or variation in the utilisation of funds raised through IPO during the financial year 2025-26.
Subsequent to the end of the financial year, the Company raised funds aggregating to 3,019.73 lakhs through an Initial Public Offer (IPO) and its Equity Shares were listed on the BSE SME Platform on July 01, 2026. The Company has utilised/will utilise the proceeds of the IPO in accordance with the objects stated in the Prospectus. As the IPO was completed subsequent to the financial year-end, the provisions relating to deviation/variation in utilisation of IPO proceeds were not applicable to the Company for the financial year 2025-26.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186
In terms of section 186 of Companies Act 2013 where the aggregate loans and investments so far made, the amounts for which guarantee or security provided to any person or body corporate are within the threshold limits. No guarantee was prescribed by the company for any person or body corporate.
During the year under review, the Company has not accepted any loan or deposit from the Directors or their relatives.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at an arms length basis.
During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.
The transactions with related party are annexed herewith in the Form AOC-2 as Annexure - I.
EXPLANATION TO AUDITORS REMARKS
There were no observations, qualifications, reservations or adverse remarks made by the Statutory Auditors in their Report for the financial year ended March 31, 2026.
Accordingly, no further comments or explanations are required.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the Company have occurred between the ends of Financial Year of the Company i.e. 31st March, 2026 to the date of this Report other than as stated above.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement related to the Section 134 (3) (m) of the Companies Act, 2013, read with rule (8), sub rule (3), Companies (Accounts) Rules, 2014 is annexed in Annexure II.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.
Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
In the absence of any declaration of dividend in the past, the Company does not have any unpaid/unclaimed dividend coming under the purview of Section 124(5) of the Act to be transferred to Investors Education and Protection Fund ("IEPF") of the Central Government.
The Company has adopted several strategies at Management level to mitigate Business risks and uncertainties. To manage competition risk, the management has inbuilt a day-to-day monitoring system & Formal structures have been put in place to quickly and systematically identify, prioritize, monitor and mitigate such risks on a constant basis and respond to possible future events that might impact the achievement of objectives. This is a real-time and ever-evolving area, given the dynamic nature of the environment.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Board has adopted the policies & procedures for ensuring the orderly & efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the accuracy & completeness of the accounting records, and the timely preparation of reliable financial disclosures.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
INVESTOR GRIEVANCE REDRESSAL
During the financial year 2025-26, there were no complaints received from the investors. The designated email id for Investor complaint is cs@riyaasat.in SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance.
INDUSTRIAL RELATIONS
The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review. The Company continued its thrust on Human Resources Development.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report pursuant to Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2026.
STATUTORY AUDITORS
At the Annual General Meeting held on 30th September, 2023 M/s. Abhishek Kumar & Associates, Chartered Accountants, were reappointed as statutory auditors of the Company to hold the office till the conclusion of sixth Annual General Meeting to be held in the year 2028.
The Board has duly reviewed the Statutory Auditors Report on the Accounts. The observations comments and notes of Auditor are self-explanatory and do not call for any further explanation /clarification.
INTERNAL AUDITOR:
In terms of Section 138 of the Companies Act, 2013, the Company was not required to appoint an Internal Auditor for the financial year 2025-26. However, subsequent to the end of the financial year, the Company appointed Mr. Rajesh Kumar (Membership No. 177156) as the Internal Auditor of the Company on July 21, 2026, for a term of three years commencing from the financial year 2026-27 to 2028-29. The Internal Auditor shall report their findings on the internal audit of the Company to the Audit Committee on a half-yearly basis. The scope of the internal audit shall be approved by the Audit Committee.
SECRETARIAL AUDITOR:
Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, Our company is not required to appoint Secretarial auditor for the year ended 2025-26, Further, the Company has appointed M/s. Nirav Shah & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for a term of 5 financial year commencing from 2026-27 to 2030-31.
SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2025-26.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the best of their knowledge and ability confirm that:
a) In preparation of Annual Accounts for the year ended 31st March, 2026; the applicable accounting standards have been followed and that no material departures have been made from the same;
b) The Directors have selected such accounting policies and applied them consistently and have 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 profit or loss of the Company for that year;
c) The Directors 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;
d) The Directors have prepared the Annual Accounts for the year ended 31st March, 2026 on going concern basis;
e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDIT COMMITTEE
The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 18 of SEBI LODR Regulations, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on April 02, 2025 re-constituted Audit Committee.
The constitution of the Audit Committee is as follows:
| Name of the Directors | Designation | Nature of Directorship |
| Runel Saxena | Chairperson | Independent Director |
| Aditi Parmar | Member | Independent Director |
| Gaurang Ramanbhai Galiya | Member | Managing Director |
AUDIT COMMITTEE MEETING
Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Audit committee were held in following manner:
| Date of Meeting | Runel Saxena | Aditi Parmar | Gaurang Ramanbhai Galiya |
| 02/04/2025 | Yes | Yes | Yes |
| 14/07/2025 | Yes | Yes | Yes |
| 04/09/2025 | Yes | Yes | Yes |
| 28/01/2026 | Yes | Yes | Yes |
| No. of Audit Committee Meetings attended during the year | 04/04 | 04/04 | 04/04 |
Financial reporting and related processes:
All the Members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.
The board of directors has accepted all recommendations of the Audit Committee during the year.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors of our Company has, in pursuance to provisions of Section 178 Schedule V and all other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and Regulation 19 of SEBI LODR Regulations or any subsequent modification(s) or amendment(s) thereof in its Meeting held on April 02, 2025 re-constituted Nomination and Remuneration Committee.
Composition of Nomination and Remuneration Committee:
| Name of the Directors | Designation | Nature of Directorship |
| Runei Saxena | Chairperson | Independent Director |
| Aditi Parmar | Member | Independent Director |
| Sobhanaben R Galiya | Member | Non-Executive Director |
Nomination and Remuneration Committee Meeting:
Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Nomination and Remuneration Committee were held in following manner:
| Date of Meeting | Runei Saxena | Aditi Parmar | Sobhanaben R Galiya |
| 04/09/2025 | Yes | Yes | Yes |
| No. of Audit Committee Meetings attended during the year | 01/01 | 01/01 | 01/01 |
The terms of reference of the Committee inter alia, include the following:
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of our Company has, in pursuance to provisions of Section 178 all other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 20 of SEBI LODR Regulations or any subsequent modification(s) or amendment(s) thereof in its Meeting held on April 02, 2025 re-constituted Stakeholders Relationship Committee.
The Stakeholders Relationship Committee comprises the following:
| Name of the Directors | Designation | Nature of Directorship |
| Runei Saxena | Chairperson | Independent Director |
| Ramanbhai Nanubhai Galiya | Member | Whole-Time Director |
| Sobhanaben R Galiya | Member | Non-Executive Director |
Stakeholders Relationship Committee Meeting:
The Stakeholders Relationship Committee of the Company met once in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the
Minutes Book maintained for the purpose. During the financial year, the Meetings of Stakeholders Relationship Committee was held in following manner:
| Date of Meeting | Ruel Saxena | Ramanbhai Nanubhai Galiya | Sobhanaben R Galiya |
| 04/09/2025 | Yes | Yes | Yes |
| No. of Audit Committee Meetings attended during the year | 01/01 | 01/01 | 01/01 |
The terms of reference of the Committee are:
The Company had no share transfers pending as on March 31, 2026.
DETAILS OF FRAUD REPORTING BY AUDITOR
During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company has formed Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 which has framed Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees which sets out criteria for the remuneration of Directors, Key Managerial Personal (KMP) and other employees so as to attract, retain and reward talent who will contribute to our long-term success and thereby build value for the shareholders. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the
Independent Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Non-Independent Directors is governed under the relevant provisions of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors, Key Managerial.
For Board of Directors and Senior Management Group, the Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Companys commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.
Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. All Board members and senior management personnel affirm compliance with the Code of Conduct annually. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report.
CODE FOR PREVENTION OF INSIDER TRADING
In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following: -
All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information.
VIGIL MECHANISM AND WHISTLE BLOWING POLICY
The Company has put in place a Vigil Mechanism / Whistle-Blower Policy in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations. The policy reflects the Companys commitment to uphold the highest standards of professional integrity, ethical conduct, and transparency in all aspects of its operations.
The Vigil Mechanism provides a secure and confidential channel for directors and employees to report genuine concerns regarding unethical behavior, suspected fraud, violation of the Companys Code of Conduct, or any other matter covered under the scope of the policy.
The mechanism includes adequate safeguards against victimization of whistle-blowers who raise such concerns in good faith. It also enables direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
The Company affirms that no individual has been denied access to the Audit Committee under this mechanism during the year under review. The Compliance Officer, along with the Audit Committee, is designated to receive and handle all complaints reported under the policy. An update on the functioning of the Vigil Mechanism is presented annually to the Board.
Further, during the year under review, the Company did not receive any complaint related to fraud, misfeasance, or any reportable unethical practices. The Whistle-Blower Policy has also been amended to include procedures for reporting and investigating leakage of Unpublished Price Sensitive Information (UPSI), thereby reinforcing compliance with SEBI (Prohibition of Insider Trading) Regulations.
BOARD EVALUATION
Pursuant to applicable provisions of the Companies Act, 2013 the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors.
The Board sought the feedback of Directors on various parameters including:
The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
For Non-Executive & Independent Directors:
For Executive Directors:
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as Annexure III.
PARTICULARS OF EMPLOYEES
The details of the top ten employees in terms of salary drawn and other information as per requirements of the Companies (Appointment and Remuneration of Managerial Personnel) are given under "Annexure IV" of the report.
DEPOSITS
The Company has not accepted any loans/deposits from public, which attract the provisions of Section 73 to 76 of the Companies Act, 2013, and the deposits covered under Chapter V of the Act, as framed there under (rule 8 sub rule 5 of companies (accounts) rules 2014).
ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2026, is available on the Companys website viz. www.riyaasat.in
CORPORATE GOVERNANCE REPORT
The Equity Shares of the Company are listed on the SME platform of BSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply.
NON-DISQUALIFICATION OF DIRECTORS
None of the Directors are disqualified during the F.Y 2025-26. The Company has obtained a certificate from the Practicing Company Secretary confirming the non-disqualification of the Directors as on 31st March, 2026 is annexed herewith as "Annexure V".
MISCELLANEOUS INFORMATIONS AND DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
To foster a positive workplace environment free from harassment of any nature, the Company has framed Prevention of Sexual Harassment Policy through which they address complaints of sexual harassment at all workplaces of the Company. The policy assures discretion and guarantees non-retaliation to complainants. The Company follows a gender-neutral approach in handling complaints of sexual harassment and are compliant with the law of the land where they operate.
Number of sexual harassment complaints received — Nil
Number of sexual harassment complaints Disposed-off during the year — Nil
Number of sexual harassment cases pending for a period exceeding ninety days — Nil
MATERNITY BENEFIT COMPLIANCE
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. Adequate facilities and support, including paid maternity leave and nursing breaks, have been extended to eligible women employees during the financial year. The Company remains committed to ensuring a safe, supportive, and inclusive workplace for all its employees.
INSOLVENCY AND BANKRUPTCY CODE
The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.
CORPORATE SOCIAL RESPONSIBILITY:
As per the provisions of section 135 of the Companies Act, 2013 the mandated spend on CSR activities for the financial year 2025-26 is ? 8.37 lakhs. During the year under review, your Company has spent ? 8.37 lakhs on eligible CSR activities.
The Annual report on CSR activities as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with section 134(3) and 135(2) of the Companies Act, 2013, as amended, has been annexed as Annexure – VI and forms an integral part of this report.
ACKNOWLEDGMENT
Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.
| For and on behalf of the Board of Directors |
| RIYAAST LIFESTYLE LIMITED |
| Guarang Ramanbhai Galiya |
| Managing Director |
| DIN: 09371655 |
| Date: September 05, 2026 |
| Place: Ahmedabad |
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