Annual Report for FY 2025-26

FIISHIFIC]OP Rishiroop Ltd. 1005 The Summit Business Park Andheni Kurla Road, Andheri [E] Mumbai 400 093, lndia Tel: +91-22-4095 2000 CIN: 125200MH1 9B4PLCO34093 www rishiroop.in RL/MUM/AF t20t2026-27 August 11,2026 Department of Corporate Services BsE Ltd, P.J.Towers, Datat Street, Fort. Mumbai - 400 001 Ref.: BSE Scrip Code No. 526492 lSlN INE582DO1013 Sub: Annual Report 2025-26 and Notice of 41't AGM Dear Sirs, Pursuant to Regutation 34(1)(a) of the SEBI (Listing Obtigations and Disctosure Requirements) Regutations, 2015, a copy of Annua[ Report for the financia[ year 2025-26 atong with the Notice of the 41't Annuat General Meeting (AGM) of the Company is attached. The 41* AGM witl be hetd on Tuesday, September 8,2026 at 11:00 a.m. (l.S.T), through Video Conferencing/ Other Audio VisuaI Means ("VClOAVM"). Notice of the 41st AGM and Annuat Report for the financiat year 2025-26 can atso be downtoaded from website of the company on webtink: http://www.rishiroop.inlinvestors/annual-reports/. Kindty disseminate the above Report on your website for the information of shareholders. Thanking you, Yours sincerety, For Rishiroop Limited Agneto A. Fernandes Company Secretary Flegistened Office: W-75tA) & W-76tAl, MIDC lndustr.ial Estate, Satpur, Nasik 422007 LAUNNA TROPER 62-5202 02 Notice 16 Directors’ Report 29 Management Discussion & Analysis 32 Report on Corporate Governance 47 Auditors’ Certificate on Corporate Governance 58 Auditors’ Report 70 Balance Sheet 71 Statement of Profit & Loss 72 Cash Flow Statement 74 Notes on Financial Statements Rishiroop Limited 41st Annual Report 2025-2026 NOTICE Notice is hereby given that the Forty-First (41st) Annual General Meeting (“AGM”) of Rishiroop Limited will be held on Tuesday, September 8, 2026 at 11:00 a.m., Indian Standard Time, through Video Conferencing/ Other Audio Visual Means (“VC/OAVM”) to transact the following business: The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM. ORDINARY BUSINESS: Item No. 1 - Adoption of Financial Statements and Reports of the Board of Directors and the Auditors thereon: To receive, consider and adopt the financial statements, namely - (i) the Audited Balance Sheet as at March 31, 2026, (ii) the Audited Statement of Profit & Loss for the year ended on that date, (iii) the Cash Flow Statement for the financial year ended on that date, (iv) Statement of changes in Equity (v) Explanatory notes annexed to, or forming part of, the documents referred to in (i) to (iv) above and the Reports of the Board of Directors and the Auditors thereon. Item No. 2 - Declaration of Dividend: To declare a final dividend of ₹ 1.50 per equity share of ₹ 10/- each for the Financial Year 2025-26. Item No. 3 - Appointment of Director: To appoint a Director in place of Mr. Arvind Mahendra Kapoor (DIN: 00002704), who retires by rotation at this Annual General Meeting, and being eligible offers himself for re-appointment. For and on behalf of the Board of Directors Place: Mumbai Arvind Mahendra Kapoor Date: 16.05.2026 Chairman DIN: 00002704 Registered Office: W-75(A) & W-76(A) MIDC Industrial Area Satpur, Nasik – 422007 CIN - L25200MH1984PLC034093 NOTES: 1. Pursuant to General Circular Nos. 14/2020, 17/2020 and 20/2020 dated April 8, 2020, April 13, 2020 and May 5, 2020 respectively, Circular 2/2021 dated January 13, 2021, Circular 21/2021 dated December 14, 2021, Circular 2/2022 dated May 5, 2022, Circular 10/2022 dated December 28, 2022, Circular No. 09/2023 dated September 25, 2023, Circular No. 09/2024 dated September 19, 2024 and Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“MCA Circulars”), and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/HO/ CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 issued on January 5, 2023, Circular No. SEBI/HO/CFD/ PoD-2/P/CIR/2023/167 issued on October 7, 2023 and Circular No. SEBI/HO/CFD/ PoD-2/P/CIR/2024/133 issued on October 3, 2024 read with Master Circular No. HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 dated January 30, 2026 issued by the Securities and Exchange Board of India (“SEBI Circulars”), and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations 2015’), the 41st Annual General Meeting of the Company is being convened and conducted in accordance with the aforesaid MCA Circulars and SEBI Circulars through Video Conferencing/ Other Audio Visual Means (“VC/OAVM”) facility, which does not require physical presence of members at a common venue. Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. 2. In terms of the aforesaid MCA Circulars and SEBI Circulars, since the physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the 41st AGM. Hence, Proxy and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/ OAVM and cast their votes through e-Voting. 3. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and Regulation 44 of SEBI LODR Regulations 2015 (as amended), and aforesaid MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (‘NSDL’) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by NSDL. 4. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large shareholders (i.e. Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the AGM without restriction on account of first-come-first-served basis. 5. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013. Rishiroop Limited 41st Annual Report 2025-2026 6. In accordance with the aforesaid MCA Circulars and SEBI Circulars, the Notice of 41st AGM along with Annual Report 2025-26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Additionally, as per Regulation 36(1)(b) of the SEBI LODR Regulations 2015, a letter providing the weblink of the Annual Report for FY 2025- 26, will be sent to those Members who have not registered their email address with the Company/ Depositories. Members may request for a printed copy of the Annual Report 2025-26 by sending an email to: investor@rishiroop.com. Members may note that Notice and Annual Report 2025-26 have been uploaded on [Showing first 8,000 characters — download PDF for full document]