Risa International Ltd

Risa International Ltd – Closure of Trading Window from 1 October 2026 till 48 hours after the announcement of Unaudited Financial Results for the quarter ended 30 September 2026

AGM details

• AGM held on 24 September 2026 at 01:00 PM IST via VC/OAVM.
• Meeting duration: 01:00–01:22 PM.
• Mode: VC/OAVM.

Key resolutions

• Ordinary: Adoption of audited financial statements for year ended 31 March 2026.
• Ordinary: Appointment of Abhinandan Jain as Director by rotation.
• Special: Reappointment of Abhinandan Jain as Whole-time Director for 3 years (Aug 25, 2026–Aug 24, 2029).

Voting status

• Voting conducted by remote/e-voting and AGM voting; Scrutinizer appointed.

Director changes

• Abhinandan Jain chaired the AGM.
• Abhinandan Jain appointed as Director by rotation; reappointed as Whole-time Director for 3 years.

AGM voting mode

• Mode of voting: E-Voting and Poll.

Resolutions and outcomes

• Resolution 1 (Ordinary): Adoption of financial statements and reports approved.
• Resolution 2 (Ordinary): Re-appointment of director on rotation approved.
• Resolution 3 (Special): Re-appointment of Whole-time Director and remuneration fixed for three years approved.

Appointment details

• Mrs. Swati Agarwal appointed Company Secretary and Compliance Officer, designated as KMP, effective 3 September 2026.
• Reason for change: Appointment of CS & CO.
• Professional background: commerce graduate, qualified CS; 5+ years in corporate secretarial governance; ex-CS at Bhawani Yarns.
• Remuneration: consolidated Rs 25,000 per month.
• No related party relationships with directors or promoters disclosed.

Financial performance

• Revenue from operations: ₹0.00 Lakh in FY2025-26 (₹0.00 in FY2024-25).
• Total income: ₹0.00 Lakh in FY2025-26.
• Total expenses: ₹99.68 Lakh in FY2025-26 vs ₹900.22 Lakh in FY2024-25.
• Profit before tax: ₹-99.68 Lakh in FY2025-26.
• Net profit after tax: ₹-145.11 Lakh in FY2025-26.
• Earnings per share: ₹-0.09 (basic/diluted) in FY2025-26.

Capital structure & liquidity

• Current borrowings: ₹1,013.19 Lakh at 31 Mar 2026.
• Equity share capital: ₹3,190.01 Lakh (₹2 par, 159.50 million shares).
• Total equity (net worth): ₹-509.77 Lakh as of 31 Mar 2026.

Dividend & capital allocation

• Dividend: no dividend declared for FY2025-26.
• Reserves: no amount transferred to reserves in FY2025-26.

Operations & business

• Business: textiles trading and real estate; no revenue in FY2025-26.
• Subsidiary Risa Universal Limited (Hong Kong) written off; no consolidation.
• No material capex or acquisitions disclosed for FY2025-26.

Governance & board

• Board: 4 directors; Abhinandan Jain (WTD & CFO) and 3 Independent Directors; Arihant Jain resigned 2025.
• Abhinandan Jain reappointed as Whole-time Director for 3 years from Aug 25, 2026 (subject to shareholders).
• Board meetings held: 4 in 2025-26.
• Company Secretary resigned; Abhinandan Jain designated Compliance Officer.

Audits & internal controls

• Statutory auditor: Motilal & Associates LLP; no qualifications.
• Secretarial audit flagged: resignation of Company Secretary and BSE penalty; independent director self-assessment lacking.
• Internal audit: Abhishek R Jain & Co; report submitted; internal controls assessed as adequate.

Related party transactions

• Loans from director Abhinandan Jain: ₹13.40 Lakh in FY2025-26.
• Directors remuneration: Abhinandan ₹6.00 Lakh; Arihant ₹0.50 Lakh.
• Inter-corporate deposits with related parties: ₹997.29 Lakh.
• Related party transactions policy available on company website.

Outlook & risks

• Outlook: long-term positive due to domestic apparel demand and global textiles.
• Risks: cyclical textile demand, competition, and raw material price volatility.

RISA INTERNATIONAL LTD – Book Closure for AGM 18 September 2026 to 24 September 2026

AGM Details

• AGM date/time: 24 September 2026 at 01:00 PM IST via VC/OAVM.
• Mode: VC/OAVM; venue deemed at the registered office.
• Book closure: 18 September 2026 to 24 September 2026.
• Cut-off date for attendance: 17 September 2026.

Ordinary Resolutions

• Adopt audited financial statements for 2025-26 and related Board/Auditors' reports.
• Appoint Abhinandan Jain as Director, retiring by rotation.

Special Resolutions

• Re-appointment of Abhinandan Jain as Whole-time Director for 3 years, remuneration Rs 6,00,000 per annum.
• Remuneration terms: may exceed 5% but not exceed 10% of net profits; min remuneration for 3 years.

Board actions

• Board approved unaudited Q1 FY2026 results and limited-review report.
• Director Report for FY ended 31 March 2026 approved.
• Notice for 32nd AGM on 24 September 2026 approved.
• Register of Members closed 18–24 Sept 2026; cutoff 17 Sept 2026; e-voting facility provided.
• Appointed Suprabhat Chakraborty as Scrutinizer for e-voting.
• Board reviewed the company's business.

Financial results

• Unaudited results for quarter ended 30 June 2026 reviewed by Audit Committee.
• Independent auditor's review report states no material misstatement.
• Profit before tax for the quarter ended 30 June 2026: (40.29) lakh.
• Profit before tax for the year ended 31 March 2026: (99.68) lakh.