Your Directors have pleasure in presenting the 31st Annual Reportof2025 of the Company together
with the Audited Financial Statements for the financial year ended 31st March, 2025.

1. COMPANY'S FINANCIAL HIGHLIGHTS: (Rs. in Lacs Except EPS)

2. OPERATIONS

No income during the financial year of the Company. Total expenditure of the company in the
FY 2024-25 is Rs. 900.22 lacs as compared to Rs. 1477.24 lacs in the FY 2023-24. Company
faced loss of Rs. 900.22 lacs in the FY 2024-25 as compared to loss of Rs. 1,477.24 lacs for the
previousFY2023-2024.

Earnings 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 company's Financial Statements have been prepared in compliance with the Indian
Accounting Standards (Ind-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. The annual accounts have been prepared without any
significant deviations from the prescribed accounting norms.

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 adhe rence to statutory requirements.

3. DIVIDEND

Your directors do not recommend any dividend during the year under review.

4. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves during the Financial 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
arm's 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
att a chedas "Annexure -A".

All Related Party Transactions 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 Company's website at https://risainternational.in/Reports/Policies/
Related %2 0Party % 20PoIicy. Pdf.

10. SECRETARIAL STANDARDS OF ICSI

The 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 BUSINESS, IF ANY

There 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

The 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 stakeholder’s values.

14. EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the
Companies Act, 2013 the Annual Return as on 31st March, 2025 is available on the
Company's website https://risainternational.in/Reoorts/annualReturn.

15. CORPORATE SOCIAL RESPONSIBILITY

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

Committee of the Board of Directors comprising there or more directors, at least one of whom
an independent director and such company shall spend at least 2 % of the average net profits
of the Company's three immediately preceding financial year. The Company presently does
notwith any of the 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, 2015 forms 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. The Management identifies and controls
risks through a defined framework in terms of the aforesaid policy.

19. WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and no personnel have been denied access
to the Chairman of the Audit 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 https.//risainternational.in/Reoorts/Policies/Whistle-Blower-
Policy.pdf.

20. INTERNAL CONTROL SYSTEMS

The internal financial controls of the Company are commensurate with its size, scale and
complexity of operations. The 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 if any 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 deports 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. DIRECTOR’S 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
allapplicable laws and that such systems are adequate and are operating effectively.

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. Vipin Shantila Champawat (DIN: 06369837), retire from the post from Independent
Director for completion of two terms of 5 (Five) 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-appointment at the AGM.

Mr. Abhinandan Jain (DIN: 03199953), who retires by rotation as a Director being
longest in theoffice are liable 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
Companies (Appointment and qualification of Directors) Rules, 2014.

(ii) Number of meetings of Board of Directors

This information has been furnished under Report on Corporate Governance which
forms part of this report

(iii) Committees of Board

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

(iv) independent Directors

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 impair their independence or affect their ability 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 Company's 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
(Appointment and 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

The 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. The policy for appointment of
Independent Director and payment to Non-Executive Director is posted on the website
of the Company https://risainternational.in/Reports/Policies/Whistle-Blower-Policv. pdf.

(vii) Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and
Circulars and Guidance Notes issued by SEBI in this regard, the Board has carried 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
General Meeting (AGM)to 31st Annual General.

The Board recommended M/s. Motilal & Associates LLP, Chartered Accountants, having
registration no. 106584W/ W100751 as Statutory Auditor 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 Annual General Meeting.

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

25. SECRETARIAL AUDITOR AND HIS 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. The report contains the following observation.

1. Company is having subsidiary incorporated outside India and as per the requirement of
Section 129 of the Companies Act, 2013, Company has not prepared 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 dear 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. COST AUDITOR AND COST AUDIT REPORT:

Appointment of Cost Auditor is not applicable to your Company.

27. INTERNAL AUDITOR:

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

28. CORPORATE WEBSITE:

The Company's web address is www.risainternational.in. The website contains a complete
overview of the Company. The Company's 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.
The policy is uploaded and can be viewed on the Company's website
https://risainternational.in/Reports/policies.

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

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
and forms part of this Report.

32. HEALTH, SAFETY AND 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
environment across various spheres of its business activities.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS IMPACTING
GOING CONCERN STATUS AND COMPANY’S STATUS IN FUTURE

"There was no significant and 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 at all levels.

For and on behalf of Board of Directors
Sd/- Sd/-

Abhinandan Jain Suryakant Kadakane
Place: Mumbai Wholetime Director & CFO Director

Date: 13/08/2025 DIN:03199953 DIN:02772617