Your Directors have the pleasure in presenting the 43rd Annual Report of the Company together with the
Audited Accounts for the year ended 31^st March, 2025.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review your company's operating income increased(decreased) by about -54.17
%. The management is making efforts to improve the sales even more in the following years. The
company has incurred a profit(loss) of Rs. 329.96 lakh as compared to previous year of profit (Rs 7.96
lakh) during the period under review.

Presently, Company is working in two divisions which are Stearic Acids & Other Non-Edible Oils Division
and Knitwear Division. The Company has made sales of Rs. 11,917.30 Lakh from stearic acids & other
non-edible oils (Previous year Rs. 7,255.63 lakh) and sale of garments Rs. 980.77 lakh (Previous year Rs.
1,110.28 lakh) during the year under review.

INDIAN ACCOUNTING STANDARDS (Ind AS)

The Financial Results for the year 2024-25 have been prepared in accordance with Ind AS, prescribed
under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the
other recognized accounting practices and policies to the extent applicable. The Financial Results for all
the periods of 2024-25 presented have been prepared in accordance with Ind AS.

INFORMATION ON STATE OF COMPANY’S AFFAIRS

The Company is manufacturing Stearic Acid & Glycerin for its ultimate use by Rubber and PVC industry.
The company is working hard to increase the market share of its products.

Knitwear Division of Company is also improving. However, the Sale of garments is Rs. 980.77 lakh as
compared to previous year sale of Rs. 1,110.28 lakh that is increase(decrease) of -11.66 % from the last
year. Company is now in process to increasing the sale of its knitwear division in coming years.

The Company has diversified to move to a new line of business of producing biofuels including biodiesel
made from cooking oils, animal fats, imported crude vegetable oils, such as Palm Oil, etc.

DIVIDEND

The Board has not recommended any dividend due to meager profit during the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125 of the Companies Act, 2013 does not apply.

CHANGES IN SHARE CAPITAL

There is no change in the Share capital of the company during the Financial Year 2024-25.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the year under review, Company has not given any loan or Guarantee or provides security in
connection with a loan to any other body corporate and person.

AUDITOR’S

I) Statutory Auditors

M/s Ashok Shashi & Co., Chartered Accountants (FRN: 13258N) were appointed as statutory auditor of
the Company for a term commencing from conclusion of 42^nd Annual General Meeting till AGM to be
held in the year 2029 (Financial years 2024-25 till 2028-29).

ii) Secretarial Auditors

M/s Bhambri & Associates, Companies Secretaries, were appointed as Secretarial Auditors of the
company by board of directors to conduct the secretarial audit for the financial year 2024-25.

The Board had proposed their appointment for a period of five consecutive years (Financial Years 2025¬
26 till 2029-30).

iii) Internal Auditors

Garg Madaan & Associates (Registration Number: 032937N) were appointed by the board of director of
the company to conduct internal audit of functions and activities of the company under section 138 of
Companies Act, 2013.

CA Keshav Madaan (Membership Number: 547896) were appointed by the board of director of the
company to conduct internal audit of functions and activities of the company under section 138 of
Companies Act, 2013. They have been appointed for the Financial Year 2025-26.

iv) Cost Auditors

The Cost Audit were not applicable to the company for the Financial Year 2024-25.

The provisions of Cost Audit are applicable to the Company for the financial year 2025-26. The Company
had appointed M/s Verma Khushwinder & Co. (M-12913) (FRN 000469) for the Financial Year 2025-26

(One Year) as the Cost Auditor of the company under section 148 of Companies Act, 2013 to conduct the
audit for the Cost records maintained by the Company.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the detail of remuneration paid during the year. The
detailed information in this regard is annexed to this report as “Annexure I”.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related
parties were in the ordinary course of business and on an arm's length basis. The Board of Directors of
the Company has adopted Related Party Transaction Policy and the same is available on the following
link:

https://www.riteshinternationalltd.com/wp-content/uploads/2020/03/Investor-Services-4.pdf

Further all the necessary details of transaction entered with the related parties as defined under Section
188 of the Companies Act, as defined under Section 2 (76) of the said Act are attached herewith in Form:
AOC-2 for your information as “Annexure II”.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated by the Company or against the Company.

ONE TIME SETTLEMENTS

The Company has not undergone any OTS (One Time Settlement).

INVESTOR SERVICES

The Company is committed to provide the best services to the shareholder/investors. M/s Skyline
Financial Services Private Limited, New Delhi is working as Registrars and Share Transfer Agents (RTA)
of the Company for transfer, dematerialization of shares and other investor related services. No
correspondence/ enquiry from any shareholder/investor is pending with the company for reply.

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3)(l) OF THE COMPANIES, ACT
2013

No material changes and commitments have taken place between the end of the financial year of the
Company to which balance sheet relates and date of report, which affects the financial position of the
Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption and Foreign exchange
Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is annexed to this report as “Annexure III”.

ANNUAL RETURN AS PER THE REQUIREMENT OF SECTION 92(3), SECTION 134(3) (a) AND RULE
11 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

As required under Section 134(3)(a) of the Act, the Annual Return is put up on the Company's website and
can be accessed at: Annual returns

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Subsidiary/Joint Venture or Associate companies.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Mr. Ritesh Arora (DIN: 0080156), Chairman-cum-Managing Director,

2. Mr. Rijul Arora (DIN: 07477956), Wholetime Director, retires by rotation and being eligible, offers
himself for reappointment.

3. Mr. Rijul Arora is also serving in the capacity as CFO of the Company.

4. Mrs. Kajal Rai (DIN: 07366983), Non-Executive & Independent Director, proposed for reappointment
for second term of five years.

5. Mrs. Komal Bhalla (DIN: 09106916), Non-Executive & Independent Director, proposed for
reappointment for second term of five years.

6. Mrs Sharon Arora (DIN: 09450764), Non-Executive & Independent Director.

7. Mrs. Neha Chhabra is the Company Secretary cum Compliance Officer of the Company

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149 OF THE
COMPANIES ACT, 2013

During the year the Company had three Independent Directors namely Mrs. Sharon Arora, Mrs. Kajal Rai
and Mrs. Komal Bhalla, who have given declaration that they meet the eligible criteria of independence as
provided in sub- section (6) of Sec 149 of the Companies Act, 2013. Both the Independent directors have
sufficient qualifications, experience and cleared their proficiency test with the IICA to serve as independent
directors.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.
During the year, such controls were tested and no reportable material weaknesses in the design or
operation were observed.

NUMBER OF MEETINGS

During the Financial year 2024-25, board of directors duly met Eight (08) times. Further a brief detail of
board meetings and committee meetings of the company mentioned in Corporate Governance Report
which forms the part of Annual Report.

RISK MANAGEMENT POLICY

The Board of Directors of your Company in its meeting held on 30.05.2014 adopted the Risks
Management Policy. The policy establishes the process for the management of risk faced by Ritesh
International Limited. The aim of risk management is to maximize opportunities in all activities and to
minimize adversity. This policy applies to all activities and processes associated with the normal
operations of Ritesh International Limited.

The policy on Risk Management as approved by the Board may be accessed on the Company's website
at: https://www.riteshintemationalltd.com/wp-content/uploads/2020/03/Investor-Services-5.pdf

EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND INDIVIDUAL
DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013

Pursuant to the above said provisions of the Companies Act, 2013, the Board has carried out an
evaluation of its own performance, directors individually as well as the evaluation of the committees as per
the criteria laid down in the Nomination Remuneration Evaluation policy at the meeting of the Board held
on 13/02/2025. Further the Independent directors have also reviewed the performance of the Non¬
Independent Directors and Board as a whole including reviewing the performance of the Chairperson of
the company taken into account the views of an Executive Directors and Non-Executive Directors vide
there separate meeting held on 13/02/2025 at the Registered Office of the Company.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the company has constituted Audit
Committee of the company is with the objective to monitor, supervise and effective management of
company's finance, to ensure effective internal financial controls and risk management systems with high
level of transparency and accuracy. The required information of the committee is given in the Corporate
Governance Report that forms part of this Report

DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY
PURSUANT TO SECTION 134(3) (e) AND SECTION 178(3) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted Nomination &
Remuneration Policy for Directors, KMP and Senior Management Personnel. The said policy is available
at: https://www.riteshinternationalltd.com/wp-content/uploads/2021/08/NR-Policy-scanned-Ritesh-

international.pdf

DISCLOSURE IN RELATION TO VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Vigil Mechanism for directors
and employees to report genuine concerns has been established.

The Policy is formulated to provide opportunity to employees and directors to report to management
concerns about unethical behavior, actual or suspended fraud or violation of the Code of Conduct or
policy. The mechanism provides for adequate safeguards against victimization of employees and directors
who express their concerns and also provides for direct access to Chairman/ Chairman of the Audit
Committee in exceptional cases. The policy is applicable to all employees and directors of the Company.

The Policy on vigil mechanism and whistle blower policy as approved by the Board may be accessed on
the Company's website at:

https://www.riteshinternationalltd.com/wp-content/uploads/2020/07/vigil-mechanism-policy-signed.pdf
CORPORATE GOVERNANCE REPORT

The Provisions of Corporate Governance are not applicable to the Company under the Conditions laid
under regulation 15(2) but still the Company has made certain disclosures on a voluntary basis pursuant

to regulation 34 of SEBI (LODR) Regulations, 2015, the report on Corporate Governance together with
Auditor's Certificate on compliance with this regard and Managing Director's and CEO declaration in this
regarding compliance of Code of Conduct by Board Members and Senior management personnel is
attached and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this annual
report.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report by M/s Bhambri & Associates, Secretarial Auditors is annexed with the Board
Report. Secretarial Audit Report is annexed herewith as “Annexure IV”.

Also annexed as “Annexure V” is the Certificate of Non-disqualification of Directors for the Financial Year
ended 31^st March 2025.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms
that-

STATUTORY AUDITOR’S REPORT

Auditor's Report on the accounts is self- explanatory and does not contain any qualifications, reservations
or adverse remarks.

BOARD COMMENTS ON QUALIFICATION OR RESERVATIONS

There are no qualification or reservations made by the auditors in their reports.

GENERAL DISCLOSURE

Ý During the financial year 2024-25, no complaints were received by the Company under Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Ý Further, the Company has also complied with all the applicable provisions relating to the
Maternity Benefits Acts, 1961.

Ý All Policies, as applicable to the company, required under the Act or the SEBI LODR
Regulations are available on the website of the Company

Ý No significant or material order was passed by the Regulators or Courts or Tribunals which

impact the going concern status and company's operation in the future.

Ý No fraud has been reported by the Auditors to the Audit Committee or the Board.

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.

Ý Details relating to Deposits covered under Chapter V of the Act.

Ý Issue of Equity Shares with Differential Rights, as to dividend, voting or otherwise.

Ý Issue of shares with including sweat equity shares to employees of the company under any
scheme

Ý The Company has Complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

Ý During the year under review, there were no case(s) filed pursuant to Sexual Harassment of
Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation
received from sub-brokers, business associates, vendors, bankers, financial institutions, investors,
stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Company's valued customers for the
support and confidence reposed by them in the organization and the stakeholders for their continued co¬
operation and support to the company and look forward to the continuance of this supportive relationship
in future.

Your Directors also places on record their deep sense of appreciation for the devoted services of the
employees during the period under review.

By Order of the Board
For RITESH INTERNATIONAL LIMITED

Sd/-

(RITESH ARORA)

Place: Ahmedgarh Chairman-cum-Managing Director

Date: 23.08.2025 DIN: 00080156