Directors Report of Ritesh International Ltd.

Mar 31, 2025

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.

Particulars	2024-25	2023-24
Operating income	12,898.07	8365.91
Other Income	14.41	9.17
Profit/(Loss) before Depreciation, exceptional, extraordinary items	505.47	86.66
Less: Depreciation	68.77	64.19
Profit/(Loss) for the after exceptional, extraordinary items and before tax	422.96	5.84
Profit/(Loss) for the year after tax	329.96	-7.96

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-

(a)	In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b)	They had 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 profit and loss of the company for that period;
(c)	They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d)	They had prepared the annual accounts on a going concern basis; and
(e)	They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f)	They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

¦ 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.

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

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

¦ 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.

¦ 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.

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

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

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

¦ 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

¦ 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

---

Mar 31, 2024

Your Directors have the pleasure in presenting the 42nd Annual Report of the Company together with the Audited Accounts for the year ended 31^st March, 2024.

FINANCIAL RESULTS

Amount (Rs. In Lakhs)
Particulars	2023-24	2022-23
Operating income	8365.91	12664.36
Other Income	9.17	10.35
Profit/(Loss) before Depreciation, exceptional, extraordinary items	86.66	274.88
Less: Depreciation	64.19	50.12
Profit/(Loss) for the after exceptional, extraordinary items and before tax	5.84	171.85
Profit/(Loss) for the year after tax	-7.96	105.32

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review your company’s operating income increased(decreased) by about -33.94 % due to rise in inflation and overall halt in the demand for the products. The management is making efforts to improve the sales in the following years. The company has incurred a profit(loss) of (Rs. 7.96 lakh) as compared to previous year of profit Rs 105.32 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. 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) during the year under review.

INDIAN ACCOUNTING STANDARDS (Ind AS)

The Financial Results for the year 2023-24 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 2023-24 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 its sales. Sale of garments is Rs. 7,255.63 Lakh as compared to previous year sale of Rs. 11,419.51Lakh that is increase(decrease) of - 33.94 % from the last year. Company is now in process to increase the sale of its knitwear division in coming years.

During the year, 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 loss during the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since no dividend was declared in the last year, 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 2023-24.

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 Bhushan Aggarwal & Co Chartered Accountants (FRN: 005362N), were appointed as statutory auditors under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for the next financial year and their term had commenced from 37^th Annual General Meeting Till the conclusion of 42^nd Annual General Meeting.

The Company had proposed appointment of M/s Ashok Shashi & Co., Chartered Accountants (FRN: 13258N) for a term commencing from conclusion of 42^nd Annual General Meeting held in 2024 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 202425 and onwards.

iii) Internal Auditors

GARG MADAAN & ASSOCIATES (bearing PAN: AATFG0396G and 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. They have been further re-appointed for the Financial Year 2024-25.

iv) Cost Auditors

The provisions of Cost Audit are applicable to the Company. The Company had appointed M/s Verma Khushwinder & Co. (M-12913) (FRN 000469) for the Financial Year 2023-24 (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. The Cost Audit report for the Year 202324 was approved by the Board in its meeting held on 09-08-2024. The report was selfexplanatory and did not have any observations or reservations.

Further, the company is not falling under the criteria to conduct the audit for the Cost records maintained by the Company for FY 2024-25. Therefore, the appointment of cost auditor and cost audit are not applicable for FY 2024-25.

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:

https://www.riteshinternationalltd.com/wp-content/uploads/2024/08/Annual-Return-2Q22-23-Ritesh-Int c.pdf

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. Rajiv Arora (DIN: 00079838), Chairman-cum-Managing Director (Executive Director)#.

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

3. Mr. Ritesh Arora (DIN: 0080156), Chairman-cum-Managing Director, retires by rotation and being eligible, offers himself for reappointment.

4. Mr. Rijul Arora (DIN: 07477956), Wholetime Director.

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

6. Mrs. Kajal Rai (DIN: 07366983), Non-Executive & Independent Director.

7. Mrs. Komal Bhalla (DIN: 09106916), Non-Executive & Independent Director.

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

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

# Mr. Rajiv Arora had passed away on 07.10.2023

& Mr Ritesh Arora was serving as Non-Executive Director till 13.12.2023, w.e.f. 14.12.2023 he has been serving as Chairman cum Managing Director 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 2023-24, board of directors duly met Eight (8) 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.riteshintemationaNtd.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 13/02/2024. 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 13/02/2024 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/N R-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 2024.

DIRECTORS RESPONSIBILTY STATEMENT

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

(a)	In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b)	They had 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 profit and loss of the company for that period;
(c)	They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d)	They had prepared the annual accounts on a going concern basis; and
(e)	They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f)	They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITOR’S REPORT

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

DETAILS OF FRAUDS REPORTED BY AUDITORS

The Auditors have not reported any fraud by the Directors or the Company.

BOARD COMMENTS ON QUALIFICATION OR RESERVATIONS

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

GENERAL DISCLOSURE

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.

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

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

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

¦ 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.

¦ 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

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

ACKNOWLEDGEM ENTS

Your Directors wish to express their grateful appreciation for the valuable support and cooperation 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.

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Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting the 33rd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS Amount (Rs. In Lacs)

Particulars 2014-2015 2013-2014

Operating and other income 2921.97 2507.66

Profit/(Loss) before Depreciation (527.19) 133.62

Less: Depreciation 34.54 73.72

Profit/(Loss) for the year before Tax (561.73) 59.90

Less: Provision for taxation - -

Profit/(Loss) after Tax (561.73) 59.90

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review your company's operating and other income was of Rs. 2921.97 lacs (previous year 2507.66). The company has incurred a loss of Rs. 561.73 lacs (Previous year profit of Rs 59.90) 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.3226.79 lacs (Previous year 2717.71 lacs) which has resulted into loss of Rs. 561.73 lacs (Previous year Rs 59.90 lacs) during the year under review.

INFORMATION ON STATE OF COMPANY'S AFFAIR

The Company has started its journey in the year 1981 with manufacturing of Stearic Acid (All Grades), Glycerin, and others. The ultimate users of their products are Rubber and PVC industries. The company is trying its best to increase the market share of its products and to economize its production.

DIVIDEND

During the F.Y. 2014-15, the Company has suffered losses. So, in the absence of adequate profits during the year under review your directors had not recommended any dividend to the share holders.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

During the F.Y 2014-15, the company has suffered losses. So, in absence of profits there is no transfer in reserves of the company. However, company has used its reserves for neutralizing the losses.

CHANGES IN SHARE CAPITAL

There is no change in the Share capital of the company during the Financial Year 2014-15.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Under review during F.Y. 2014-15, Company has not given any loan or Guarantee or provided security in connection with a loan to any other body corporate or person. Further, details of investments made by the company during the year in accordance with Section 186 of Companies Act, 2013 are annexed as "Annexure I".

AUDITOR'S

I) Statutory Auditors

At the Annual General Meeting held on 27th September, 2014 M/s. Ashok Shashi & Co., Chartered Accountant, Ludhiana were appointed as Statutory Auditor of the company to hold office till the conclusion of the 37th AGM of the company in terms of provisions of section 139 of the Companies Act, 2013. The Appointment of Statutory Auditors shall be placed for ratification at every Annual General Meeting Accordingly, the appointment of M/s. Ashok Shashi & Co., as statutory auditor is placed for ratification by the members.

ii) Secretarial Auditors

M/s B.K Gupta & Associates, Company Secretaries has been appointed as Secretarial Auditors of the company by board to conduct the Secretarial Audit for the financial year 2014-15.

iii) Internal Auditors

M/s Bhushan & Co., Chartered Accountants has been appointed as an Internal Auditors of the company under section 138 of Companies Act, 2013 to conduct internal audit of functions and activities of the company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose information related to remuneration paid during the year. The detailed information in this regard is annexed to this Annual Report as "Annexure II". 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 have adopted Related Party Transaction Policy and same is available on the following link http://www.riteshinter nationalltd.com/read pdf.phpp id=75.

Further all the necessary details of transactions 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 No. AOC-2 for your kind perusal and information as "Annexure III".

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 IV".

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT-9, for the financial year 2014-15 has been enclosed with this report as Annexure V"

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sh. Rajiv Arora is proposed to be re appointed as Chairman Cum Managing Director of company w.e.f 01,08.2015 for a period of five years.

Sh. Raghu Nath Nayar, Sh. Raj Kumar Sood and Smt. Kamal Khanna, independent directors of the company were appointed by the shareholders at general meeting held an 27th September, 2014. Pursuant to Sub-section (10) of section 149 of the Companies Act, 2013 provides that IDs shall hold office for a term of up to five consecutive years on the board of a company and shall be eligible for re-appointment on passing of special resolution by the shareholders of the company. Further, sub-section (13) of section 149. provides that the provisions of retirement by rotation as defined in sub- sections (6) and (7) of section 152 of Companies Act, 2013 shall not apply to IDs. Accordingly none of the IDs retire at ensuing AGM.

No director and Key Managerial Personnel have been appointed during the financial year 2014-15.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director in accordance with section 149 (7) of the Companies Act 2013, that he/she meets the criteria of independence as laid out in sub section (6) of section 149 of the Companies Act, 2013 and clause 49 of the listing agreement.

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 2014-2015, 6 meetings of Board of Directors and 6 Meetings of Audit Committee of the Company were held. Detailed information about the meetings is given 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 Board of Directors of the Company have adopted Risk Management Policy and same is available on the following linkhttp://www.riteshinternationalltd.com/read pdf.php p id=76

The purpose of the Committee is to assist the Board of Directors in fulfilling its responsibilities with regard to enterprise risk management. Further, the Committee strives to assist the Board in framing, implementing and monitoring the risk management plan for the Company and reviewing and guiding the risk policy.

EVALUATION BY BOARD OF ITS OWN PERFORMANCE,ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013 AND RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES 2014 AND CLAUSE 49 OF IV(B) OF THE LISTING AGREEMENT

Pursuant to the above said provisions of the Companies Act, 2013, rules thereof and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance,directors individually as well as the evaluation the committees as per the criteria laid down in the Nomination Remuneration Evaluation policy. 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 taking into account the views of Executive Directors and Non Executive Directors vide there separate meeting held on 31.03.2015.

COMPANY POLICY RELATING TO DIRECTOR APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

* The Nomination and remuneration Committee of the Company has Formulated the Nomination and Remuneration Policy on Director appointment and remuneration including the criteria for determine qualification positive attributes independence of a director and other matters as provided under section 178(3) of the companies Act, 2013

* The Nomination and Remuneration Policy is annexed hereto and form part of this report as "Annexure -VI".

AUDIT COMMITTEE

Audit Committee of the company is re-constituted on 14th August, 2014 with the objectives to monitor, supervise and effective management ot company's finance, to ensure effective internal financial controls and risk management systems with high level of transparency and accuracy.

The Audit Committee comprises of Sh. Raghu Nath Nayyar (Chairman), Sh. Rajiv Arora (Member), Sh. Raj Kumar Sood (Member). The composition of the Audit Committee consists of independent Directors viz., Sh. Raghu Nath Nayyar and Sh. Raj Kumar Sood who form the majority. The Committee met six times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report.

VIGIL MECHANISM

The company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other directors. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of company employees and the Company. The Board of Directors of the Company have adopted Whistle Blower Policy and same is available on the following link http://www.riteshin ternationalltd.com/read pdf.phppjd=27.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with Auditor's Certificate on compliance with this regard and Managing Director's declaration in this regarding compliance of code of conduct by Board Members and Senior Management Personnel is attached and forms part of this Annual Report.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report in format MR-3 by M/s B.K Gupta & Associates, Company Secretaries, Ludhiana is annexed with the Board Report. Audit Report is annexed herewith as "Annexure VII".

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They had 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 profit and loss of the company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) They had prepared the annual accounts on a going concern basis; and

(e) They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) They had devised proper systems to ensure

compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as per Clause 49 of the Listing Agreement are given in the Annexure forming part of this Report

GENERAL DISCLOSURE

Your Director state that No Disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under Review

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

2. Issue of Equity Shares with Differential right, as to dividend, voting or otherwise

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

4. No significant or Material order were passed by the regulators or courts or tribunal which impact the going concern states and company's operation in future, your director further state that during the year under review, there were no case filed pursuant to sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013

ACKNOWLEDGEMENTS

Directors acknowledge with gratitude, the continuing co- operation and assistance rendered by Financial Institutions, Banks, Government Agencies, Suppliers and other organizations in the working of the Company.

By Order of the Board For Ritesh International Limited

sd/- Place: Ludhiana (Rajiv Arora) Date: 14.08.2015 Chairman cum Managing Director DIN:00079838 1108/1,Tagore Nagar, Civil Lines Ludhiana-141001

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Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting the 32nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

Amount (Rs. In Lacs)

Particulars 2013-2014 2012-2013

Operating and other income 2513.49 1970.58

Profit/(Loss) before Depreciation 133.62 (38.52)

Less: Depreciation 73.72 64.75

Profit/(Loss) for the year before Tax 59.90 (103.27)

Less: Provision for taxation - 2.90

Profit/(Loss) after Tax 59.90 (100.37)

OPERATIONAL REVIEW

During the year under review your company''s operating and other income was of Rs.2513.49 lacs. The company has earned a profit of Rs.59.90 lacs during the period under review.

The Company has made sales of Rs. 200.98 lacs (Previous Year Rs. 107.56 lacs) from the Knitwear Division which has resulted into a Profit of Rs. 8.43 lacs (Previous year profit of Rs.25.29 lacs) during the year under review.

DIRECTORS

I) Sh. Raj Kumar Sood, Director of your company, retires by rotation at the conclusion of the forthcoming Annual General Meeting & being eligible offers himself for re-appointment as an Independent Director.

ii) It is proposed to appoint Mrs. Kamaljeet Kaur as an Independent Director for the term of 5 Years who was appointed as an Additional Director of the Company by board of Directors of the Company w.e.f. 30.05.2014

iii) Sh. Raghu Nath Nayyar and Sh. Raj Kumar Sood are proposed to be appointed as Independent Directors for a term of five Years.

iv) Sh. Ritesh Arora has been appointed as CFO of Company w.e.f 30.05.2014

DIVIDEND

In the absence of adequate profits during the year under review your directors do not recommended any dividend to the share holders.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

M/s Ashok Shashi & Co., Chartered Accountants, Ludhiana are proposed to be appointed as Auditors of the Company from the conclusion of the 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting of the company, subject to ratification of the appointment by the members at every AGM held after the 32nd AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Ashok Shashi & Co., Chartered Accountants, Ludhiana to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS'' REPORT

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31st, 2014 does not contain any qualification. As regards Auditor''s observation, the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 and forming part of the Directors Report for the year ended 31st March, 2014.

i. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. That the Directors had 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 as at 31st March, 2014 and other Statements of Accounts of the Company for the year ended 31st March, 2014.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the annual accounts on a going concern basis.

The composition of the Audit committee as on 14th August 2014 is as under:

* Sh. Raghu Nath Nayyar - Chairman

* Sh. Rajiv Arora- Member

* Sh. Raj Kumar Sood- Member

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

The composition of the Nomination & Remuneration committee as on 14th August 2014 is as under:

* Sh. Raghu Nath Nayyar - Chairman

* Sh. Raj Kumar Sood- Member

* Mrs. Kamaljeet Kaur- Member

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee as on 14th August, 2014 is as under:

* Sh. Raghu Nath Nayyar - Chairman

* Sh. Rajiv Arora- Member

* Sh.Raj Kumar Sood - Member

PAYMENT OF LISTING FEE

The Company has paid listing fees to the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as per Clause 49 of the listing agreement are given in the Annexure forming part of this Report.

CORPORTE GOVERNANCE REPORT

Corporate Governance Report as per Clause 49 of the listing agreement is given in the Annexure forming part of this Report.

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

Information as per Section 217(1)(e), read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure forming part of this Report.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels. PARTICULARS OF EMPLOYEES U/S 217(2A)(a) OF THE COMPANIES ACT, 1956

There was no employee who falls under Section 217(2A) (a) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Financial Institutions, Banks, Government Agencies, Suppliers and other organizations in the working of the Company.

For and on Behalf of the Board For Ritesh International Limited

sd/- Place: Ludhiana (Rajiv Arora) Date: 14.08.2014 Chairman-cum-Managing Director DIN:00079838 1108/1,Tagore Nagar, Civil Lines Ludhiana-141001

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Mar 31, 2013

Dear Members,

The Directors have the pleasure in presenting the 31st Annual Report of the Company together with the Audited Accounts for the year ended 31s1 March, 2013.

FINANCIAL RESULTS

Amount (Rs. In Lacs Particulars 2012-2013 2011-2012

Operating income 1970.58 2363.28

Profit/(Loss) before Depreciation (38.52) 83.39

Less: Depreciation (64.75) (62.14)

Profit/(Loss) for the year before Tax (103.27) 21.25

Less: Provision for taxation (2.90) (1.00)

ProfitV(Loss) after Tax (100.37) 22.25

OPERATIONAL REVIEW

During the year under review your company''s operating income was of Rs. 1970.58 lacs. The company has incurred a loss of Rs. 100.37 lacs during the period under review.

The Company has made sales of Rs. 107.56 lacs (Previous Year Rs. 108.67 lacs) from the Knitwear Division which has resulted into a Profit of Rs. 25.29 lacs (Previous year loss of Rs. 0.71 lacs) during the year under review.

DIRECTORS

Mr. Ritesh Arora, Executive Director of your company, retires by rotation at the conclusion of the forthcoming Annual General Meeting & being eligible offers himself for re-appointment.

DIVIDEND

In the absence of adequate profits during the year under review your directors do not recommended any dividend to the share holders.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

M/s Bhushan Aggarwal & Co., Chartered Accountants, Ludhiana Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting. Pursuant to a Special Notice received from a shareholder, the Audit Committee and the Board recommend the appointment of M/s Ashok Shashi & Co., Chartered Accountants, Ludhiana as statutory auditors of the Company in place of M/s Bhushan Aggarwal & Co., Chartered Accountants, Ludhiana. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 and forming part of the Directors Report for the year ended 31st March, 2013.

i. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. That the Directors had 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 as at 31a March, 2013 and other Statements of Accounts of the Company for the year ended 31s''March, 2013.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the annual accounts on a going concern basis.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit committee as on 31 st March, 2013 is as under:

- Sh. Raj Kumar Sood

- Sh. Rajiv Arora

- Sh. Raghunath Nayyar

COMPOSITION OF REMUNERATION COMMITTEE

The composition of the Remuneration committee as on 315''March, 2013 is as under:

- Sh. Raj Kumar Sood

- Sh. Rajiv Arora

- Sh. Raghunath Nayyar

COMPOSITION OF SHARE TRANSFER & SHAREHOLDERS''/INVESTORS'' GRIEVANCE COMMITTEE

The composition of the Share transfer & Shareholders''/ investors'' Grievance Committee as on date is as under:

- Sh. Raj Kumar Sood

- Sh. Rajiv Arora

- Sh. Raghunath Nayyar

PAYMENT OF LISTING FEE

The Company has paid listing fees to the Bombay Stock Exchange and Delhi Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as per Clause 49 of the listing agreement are given in the Annexure forming part of this Report. CORPORTE GOVERNANCE REPORT

Corporate Governance Report as per Clause 49 of the listing agreement is given in the Annexure forming part of this Report.

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

Information as per Section 217(1) (e), read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure forming part of this Report.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

There was no employee who falls under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Financial Institutions, Banks, Government Agencies, Suppliers and other organizations in the working of the Company.

For and on behalf of Board

For Ritesh International Limited

sd/-

Place: Ludhiana (Rajiv Arora)

Date: 30.05.2013 Chairman-cum-Managing Director

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Mar 31, 2012

The Directors have the pleasure in presenting the 3th Annual Report of the Company together with the Audited Accounts for the year ended 3151 March, 2012.

FINANCIAL RESULTS

Amount (Rs. In Lacs)

Particulars 2011-2012 2010-2011

Operating income 2362.35 2390.70

Profit/(Loss) before Depreciation 83.39 117.00

Less: Depreciation 62.14 55.13

Profit/(Loss) for the year before Tax 21.25 61.86 Less: Provision fortaxation (1-00) 1.35

Profit/(Loss) after Tax 22.25 60.51

OPERATIONAL REVIEW

During the year under review your company's operating income was of Rs. 2362.35 lacs. The company has earned a profit of Rs. 22.25 lacs during the period under review.

The Company has made sales of Rs. 108.67 lacs (Previous Year Rs. 55.44 lacs) from the Knitwear Division which has resulted into a Profit of Rs. 0.71 lacs (Previous Year Loss of Rs. 6.02 lacs) during the year under review.

DIRECTORS

Sh. Pran Arora, Director of the Company is ceased from the directorship of the Company due to his death w.e.f.

09.10.2011.

The Board places on record the valuable services rendered by Sh. Pran Arora, during his tenure as Chairman of the Company and expresses its deep sense of appreciation and gratitude for the same.

Sh. Ashok Kumar Mehta resigned w.e.f. 14.08.2012. The board places on record its appreciation of services rendered by him during his tenure as Director of the Company.

Mr. Raghunath Nayyar, Director of your Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

DIVIDEND

In the absence of adequate profits during the year under review your directors do not recommended any dividend to the share holders.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

The Auditors, M/s Bhushan Aggarwal & Co., Ludhiana, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that the re- appointment if made shall be in accordance with Section 224(1 B) of the Companies Act, 1956. As regards Auditor's observation, the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 and forming part of the Directors' Report for the year ended 31st March, 2012.

i. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. That the Directors had 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 as at 31s: March, 2012 and other Statements of Accounts of the Company for the year ended 31st March, 2012.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basis.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit committee as on date is as under:

- Sh. Raj Kumar Sood

- Sh. Rajiv Arora

- Sh. Raghunath Nayyar

COMPOSITION OF REMUNERATION COMMITTEE

The composition of the Remuneration committee as on date is as under:

- Sh. Raj Kumar Sood

- Sh. Rajiv Arora

- Sh. Raghunath Nayyar

COMPOSITION OF SHARE TRANSFER & SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE

The composition of the Share Transfer & Shareholders1/ investors1 Grievance Committee as on date is as under:

- Sh. Raj Kumar Sood

- Sh. Rajiv Arora

- Sh. Raghunath Nayyar

PAYMENT OF LISTING FEE

The Company has paid listing fees to the Bombay Stock Exchange and Delhi Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as per Clause 49 of the listing agreement are given in the Annexure forming part ofthis Report.

CORPORTE GOVERNANCE REPORT

Corporate Governance Report as per Clause 49 of the listing agreement is given in the Annexure forming part of this Report.

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

Information as per Section 217(1) (e), read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure forming part ofthis Report.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels. PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

There was no employee who falls under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Financial Institutions, Banks, Government Agencies, Suppliers and other organizations in the working of the Company.

For and on behalf of Board For Ritesh International Limited

sd/-

Place: Ludhiana (Rajiv Arora)

Date: 14.08.2012 Chairman-cum-Managing Director

---

Mar 31, 2010

The Directors have the pleasure in presenting the Twenty Eighth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Amount (Rs. in Lacs)

Particulars 2009-10 2008-09

Operating income 1360.80 1251.08

Profit/(Loss) before Depreciation 97.20 69.36

Less: Depreciation (53.26) 53.00

Profit/(Loss) for the year before Tax 43.94 16.35

Less: Provision for taxation - 1.85

Less: Provision for Fringe benefits - 0.78

Profit/(Loss) after Tax 43.94 13.72

OPERATIONAL REVIEW

During the year under review your companys operating income was of Rs. 1360.80 lacs. The company has earned a profit of Rs. 43.94 lacs during the period under review.

DIRECTORS

Sh. Ashok Kumar Mehta, Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

The Board of directors have re-appointed Sh. Rajiv Arora as Managing Director of the Company for a further peroid of five years w.e.f. 1st Aug, 2010 in its meeting held on 01.08.2010, subject to the approval of the members in the next Annual General Meeting.

DIVIDEND

In the absence of adequate profits during the year under review your directors do not recommended any dividend to the share holders.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

The auditors, M/s Bhushan Aggarwal & Co., Ludhiana, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that the re-appointment if made shall be in accordance with Section 224(1 B) of the Companies Act, 1956. As regards Auditors observation, the relevant notes on the accounts are self-explanatory and therefore, do not call for any further comments.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 and forming part of the Directors Report for the year ended 31st March, 2010.

i. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. That the Directors had 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 as at 31st March, 2010 and other Statements of Accounts of the Company for the year ended 31st March, 2010.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the annual accounts on a going concern basis.

COMPOSITION OF AUDIT COMMITTEE

CORPORATE GOVERNANCE REPORT

The composition of the Audit committee as on 31st March 2010 is as under:

-Sh. Pran Arora

-Sh. Rajiv Arora

- Sh. Ashok Kumar Mehta

COMPOSITION OF REMUNERATION COMMITTEE

The composition of the Remuneration committee as on 31st March 2010 is as under:

- Sh. Pran Arora

- Sh. Bharti Bhushan Jindal

- Sh. Ashok Kumar Mehta

PAYMENT OF LISTING FEE:

The Company has paid lisiting fees to the Bombay Stock Exchange. Further the Company has filed delisting application with Delhi Stock Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING ANDOUTGO

Information as per Section 217(1) (e), read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Mangement Disscussion and Analysis Report as per Clause 49 of the lisiting agreement are given in the Annexure forming part of this Report.

Corporate Governance Report as per Clause 49 of the lisiting agreement are given in the Annexure forming part of this Report.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

There was no employee who falls under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Financial Institutions, Banks, Government Agencies, Suppliers and other organization in the working of the Company.

For and on behalf of the Board

For Ritesh International Limited

Place : Ludhiana sd/-

Dated : 25.08.2010 (Pran Arora)

Chairman