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. COMPANY'S 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 company's 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 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 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 Company's 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 stakeholder's 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
Company's 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 more'or 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 Company's 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. 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 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 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
(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 Company's web address is www.risainternational.in. f he 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, fhe policy
is uploaded and can be viewed on the Company's 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 COMPANY'S 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 |
