Rossell Techsys Ltd Directors Report

To

The Members,

Rossell Techsys Limited Dear Members,

The Directors are pleased to present the Third Annual Report of the Company for the Financial Year 2024–25, detailing the business operations and performance, along with the Audited Financial Statements (Standalone and Consolidated) for the year ended March 31, 2025, and the Auditors Report thereon.

FINANCIAL PERFORMANCE

The Companys financial performance for the year under review, along with comparative figures from the previous year, is presented below

(Rs. in Lakhs)

	Standalone	Consolidated
Particulars	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Income	26,208.72	21,982.67	26,236.22	21,990.63
Total Expenses	25,136.91	20,587.43	25,113.60	20,571.89
Earnings before interest, tax, depreciation and amortization less other incomes	3,457.84	3,189.29	3,510.17	3,212.79
Profit before Tax (PBT)	1,071.81	1,395.24	1,122.62	1,418.74
Tax expense	331.97	298.10	331.97	298.10
Profit after Tax (PAT)	739.84	1,097.14	790.65	1,120.64
Total Comprehensive Income including exceptional item	713.24	1,094.77	766.92	1,108.69

Note: The above figures are extracted from the financial statements of the Company.

OPERATING RESULTS AND BUSINESS PERFORMACE/ STATE OF AFFAIRS OF THE COMPANY

On a standalone basis, total income increased by 4,226.05 Lakhs, or 19.22%, to 26,208.72 Lakhs in Fiscal 2025 from 21,982.67 Lakhs in Fiscal 2024. Earnings Before interest, tax, depreciation and amortization excluding other incomes increased by 268.55 Lakhs or 8.42 % to 3,457.84 Lakhs in fiscal 2025 as compared to 3,189.29 Lakhs in fiscal 2024. Profit before tax including exception items decreased by 323.43 Lakhs, or 23.18%, to 1,071.81 Lakhs in fiscal 2025 from 1,395.24 in fiscal 2024. Profit after tax decreased by 357.3 Lakhs, or 32.57% to 739.84 Lakhs in fiscal 2025 from 1,097.14 Lakhs in fiscal 2024. Total comprehensive income decreased by -381.53 Lakhs or 34.85% to 713.24 Lakhs in fiscal 2025 as compared to 1094.77 Lakhs in fiscal 2024.

The net worth of the Company on standalone basis in fiscal 2025 stands at 13,235.95 Lakhs as compared to 12,579.26 Lakhs in fiscal 2024.

On consolidated basis, the total income increased by 4,245.59 Lakhs, or 19.31%, to 26,236.22 Lakhs in Fiscal 2025 as compared to 21,990.63 Lakhs in Fiscal 2024.

Earnings Before interest, tax, depreciation and amortization excluding other income & exceptional item (EBITDA) increased by 297.38 Lakhs or 9.26% to 3,510.17 Lakhs in fiscal 2025 as compared to 3,212.79 Lakhs in fiscal 2024. The Profit before tax decreased by 296.12 Lakhs or 20.87 % to 1,122.62 Lakhs in Fiscal 2025 as compared to 1,418.74 Lakhs in Fiscal 2024. The Profit after tax decreased by 329.99 Lakhs or 29.45% to 790.65 Lakhs in Fiscal 2025 as compared to 1,120.64 Lakhs in Fiscal 2024. Total comprehensive income decreased by 341.77 Lakhs or 30.83% to 766.92 Lakhs in fiscal 2025 compared to 1,108.69 Lakhs in fiscal 2024.

The standalone and consolidated financial statements for the fiscal ended March 31, 2025 forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs. During the year under review, the Honble National Company Law Tribunal ("NCLT") Kolkata Bench, on August 30, 2024, approved the Scheme of Demerger between Rossell India Limited and Rossell Techsys Limited. Pursuant to the approval, the Company allotted equity shares in the ratio of 1:1 to the shareholders of Rossell India Limited. The Company got listed on the BSE & NSE platform on 09 December 2024

REVISION OF FINANCIAL STATEMENTS:

During the year under review, the Company did not undertake any revision of its financial statements

TRANSFER TO RESERVES:

The Company has not made any transfer to the General Reserve during the financial year 2024–25.

DIVIDEND

In view of the Companys profitability for the financial year 2024–25, the Board of Directors, at its meeting held on May 27, 2025, approved and recommended a final dividend of 10% on the face value of the shares, amounting to INR 0.20 per share.

As per the latest available data as of December 31, 2024, the Company does not fall within the top 1000 listed companies by market capitalization. Accordingly, the provisions of the ‘Dividend Distribution Policy are not applicable.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred to the Investor Education and Protection Fund (IEPF), established by the Government of India, upon completion of seven years. Additionally, in accordance with the IEPF Rules, shares on which dividends have not been paid or claimed for seven consecutive years or more must also be transferred to the demat account of the IEPF Authority. During the year under review, the Honble National Company Law Tribunal ("NCLT") Kolkata Bench, on 30 August 2024, approved the Scheme of Demerger between Rossell India Limited and Rossell Techsys Limited. Pursuant to the approval, the Company allotted equity shares in the ratio of 1:1 to the shareholders of Rossell India Limited. In accordance with the Scheme, a total of 323,534 equity shares were allotted to the Investor Education and Protection Fund (IEPF) account established by the Government of India, which was one of the shareholders of Rossell India Limited."

MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year to which these financial statements pertain and the date of this Report

SHARE CAPITAL

The authorized share capital was 12,00,00,000/- (Rupees Twelve Crore Only) comprising 6,00,00,000 (Six Crore) equity shares of 2/- each and paid-up Equity Share Capital was 7,53,92,950/- (Rupees Seven Crore Fifty Three Lakh Ninety Two Thousand Nine Hundred Fifty Only) comprising 3,76,96,475 (Three Crore Seventy Six Lakh Ninety Six Thousand Four Hundred Seventy Five) equity shares of 2/-each as on March 31, 2025. During the financial year 2024–25, the Scheme of Arrangement between Rossell India Limited ("RIL") and Rossell Techsys Limited ("RTL") was approved by the Honble National Company Law Tribunal (NCLT), Kolkata Bench, on 30 August 2024.

Pursuant to the Scheme, 3,76,96,475 equity shares of INR 2 each were issued and allotted to the shareholders of RIL in accordance with the Share Entitlement Ratio, as consideration for the demerger. Additionally, in line with the Scheme, the allotment of 50,000 equity shares made to the initial subscribers to the Memorandum of Association was cancelled.

Subsequently, the Companys equity shares were listed on BSE Limited and the National Stock Exchange of India Limited, with effect from December 9, 2024. Trading in the shares commenced on the same day.

ISSUANCE OF SHARES FOR CONSIDERATION OTHER THAN CASH

The Board of Directors of the Company has allotted 3,76,96,475 equity shares of INR 2 each were issued and allotted to the shareholders of RIL in accordance with the Share Entitlement Ratio on September 25, 2024, as consideration for the demerger pursuant to the Scheme of Arrangement between Rossell India Limited ("RIL") and Rossell Techsys Limited ("RTL") was approved by the Honble National Company Law Tribunal (NCLT), Kolkata Bench, on 30 August 2024.

LISTING ON STOCK EXCHANGES:

The Companys equity shares were listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) on December 9, 2024.

DEPOSITORY SYSTEM:

The Companys equity shares are traded exclusively in electronic form. As of 31 March 2025, 100% of the Companys total paid-up capital, comprising 3,76,96,475 equity shares, is held in dematerialized form. The details are as under:

Description	No. of Holders	No. of Shares	% of Equity
Physical		0	0.00
NSDL	3,76,96,475	3,44,44,985	91.37
CDSL		32,51,490	8.63
Total		3,76,96,475	100.00

BUY BACK OF SHARES:

Your Company has not bought back any shares during the year

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company did not grant any inter-corporate loans, provide any guarantees in connection with loans to any party, or make any investments, in accordance with the provisions of Section 186 of the Companies Act, 2013.

Pursuant to the Scheme of Demerger approved by the Honble National Company Law Tribunal (NCLT), Rossell Techsys Inc., previously a wholly owned subsidiary of Rossell India Limited, has become a wholly owned subsidiary of Rossell Techsys Limited.

Further details on loans and Guarantees are provided in Notes to the Standalone Financial Statements for the year ended March 31, 2025

ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES:

During the year under review, the Company did not issue any debentures Bonds or any Non- Convertible Securities. As of the date of this Report, there are no outstanding debentures Bonds or any Non- Convertible Securities.

DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

RELATED PARTY TRANSACTIONS

Based on the applicability, prior approval of the Audit Committee was obtained for all related party transactions during the year under review. The Audit Committee reviews, on a quarterly basis, the details of the Related Party Transactions entered by the Company.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the Board, can be accessed at this link www.rosselltechsys.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions entered into during the financial year 2024–25 were conducted at arms length and in the ordinary course of business. During the year under review, there were no transactions requiring Board approval under Section 188(1) of the Companies Act, 2013. The details of the Related Party Transaction is available under Note No. 36 of the Standalone Financial Statement for the year under review.

Details of material related party transactions, as defined under the Companys Policy on Materiality of Related Party Transactions and in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, are disclosed in Form AOC-2, appended as Annexure 2 to this Report.

The said policy is available on the Companys website at www. rosselltechsys.com. Additionally, the Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the Board, can be accessed at this link.

COMPOSITION OF BOARD AND COMMITTEES

The Company has a professional Board with Executive Directors and Non- Executive Directors who brings the right mix of knowledge, skills and expertise and help the Company in implementing the best Corporate Governances practise. In accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company the Board of Directors is duly constituted during the year. For more details, please refer to the relevant section of Corporate Governance Report forming part of this Report. As at March 31, 2025, the Board of the Company comprises of 6 Directors of which 2 are Executive Directors, 1 is Non-Executive Non-Independent Director and 3 are Non-Executive Independent Directors, details of which are provided below:

Details of Directors appointed on the Board

Name	Designation
Mr. Harsh Mohan Gupta	Director & Executive Chairman
Mr. Rishab Mohan Gupta	Managing Director
Mr. Digant Parekh	Non- Executive Director
Mr. Arvind Ghei	Independent Director
Mr. Shobhana Joshi	Women Independent Director
Mr. Talari Suvarna Raju	Independent Director

During the year under review, the Non-Executive/

Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any. None of the Directors of the Company are disqualified under Section 164(1) or Section 164(2) of the Act.

During the financial year 2024–25, the following changes were made to the Board:

Name	Designation	Nature of Change	Date of Change
Mr. Harsh Mohan Gupta	Director & Executive Chairman	Appointment	03 September 2024
Mr. Digant Parekh	Non- Executive Director	Appointment	03 September 2024
Mr. Arvind Ghei	Independent Director	Appointment	03 September 2024
Mr. Ajai Shukla	Independent Director	Resignation	06 February 2025
Mr. Shobhana Joshi	Women Independent Director	Appointment	03 September 2024
Ms. Vinita Gupta	Director	Resignation	03 September 2024
Ms. Samara Gupta	Director	Resignation	03 September 2024
Mr. Talari Suvarna Raju	Independent Director	Appointment	06 February 2025

DIRECTORS RE-APPOINTMENT BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, A proposal for re-appointment of Mr. Digant Parekh (DIN: 00212589), who retires by rotation and being eligible, has offered himself for re-appointment , as Director of the Company, shall be placed before Members of the Company at the ensuing Annual General Meeting.

Your Directors recommend his re-appointment on the Board of the Company. Disclosures pertaining to Director being re-appointed as required under the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India is provided in the explanatory statement to the Notice convening the Annual General Meeting of the Company for reference of the Shareholders. During the financial year 2024–25, five meetings of the Board of Directors were held. Details of these meetings, along with those of the Board Committees, are provided in the Corporate Governance Report. The Company has complied with the statutory requirement that the interval between any two Board meetings did not exceed 120 days.

Sl. No	Date of the Meeting
1	28 May 2024
2	03 September 2024
3	25 September 2024
4	12 November 2024
5	06 February 2025

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys current policy is to maintain an optimal mix of Executive and Independent Directors to ensure the independence of the Board and to clearly delineate governance and management responsibilities.

The policy on Directors appointment and remuneration, which outlines the criteria for determining qualifications, positive attributes, independence of Directors, and other matters as prescribed under Section 178(3) of the Companies Act, 2013, is available on the Companys website at www.rosselltechsys.com

We affirm that the remuneration paid to the Directors is in accordance with the terms set out in the Companys Nomination and Remuneration Policy. Details of this policy are included in the Corporate Governance Report, appended as Annexure 7 to this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, the rules framed thereunder, and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with other applicable provisions. The Independent Directors have also affirmed compliance with the provisions of Section 150 of the Companies Act, 2013, including any amendments or notifications issued from time to time, and have confirmed adherence to the Companys Code of Conduct.

In the opinion of the Board, all Independent Directors appointed during the financial year possess the requisite integrity, expertise, experience, and proficiency for their respective roles. The Board believes that their appointments serve the best interests of the Company

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS:

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has implemented a structured Familiarisation Programme for its Non-Executive Directors, including Independent Directors. The objective of the programme is to provide Directors with insights into the Companys business operations, industry landscape, and their roles and responsibilities, thereby enabling them to contribute effectively to the Boards functioning.

1. Induction Programme for New Directors

Upon appointment, newly inducted Directors are provided with:

• Copies of the Companys key policies, codes of conduct, and governance documents.

• An orientation session covering the Companys products, markets, customer base, and key functional areas.

• Interactions with senior management to gain a deeper understanding of the Companys operations.

• A comprehensive briefing on the roles, responsibilities, and expectations associated with the position of Director/Independent Director.

2. Annual Familiarisation Programme

The Annual Familiarisation Programme is designed to keep Independent Directors updated on:

• The Companys strategic priorities and operational performance.

• Industry developments and regulatory changes.

• Emerging risks and opportunities relevant to the business.

The details of the Familiarisation Programmes will be available on the Companys website at: www. rosselltechsys.com

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors hereby confirm that:

a. Applicable Accounting Standards: The applicable accounting standards have been followed in the preparation of the annual accounts and there have been no material departures from the same.

b. Consistent Accounting Policies: Accounting policies have been selected and applied consistently. Judgments and estimates made are reasonable and prudent, so as to present a true and fair view of the state of affairs of the Company as at the end of the financial year 2024–25 and of the profit for that period.

c. Safeguarding of Assets: Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. Going Concern Basis: The annual accounts have been prepared on a going concern basis.

e. Internal Financial Controls: The Company has laid down adequate internal financial controls and these are operating effectively.

f. Legal Compliance Systems: Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are operating effectively.

DETAILS OF AMOUNT RECEIVED FROM A DIRECTOR OF THE COMPANY:

During the year under review, the Company did not receive any amount from any Director and/ or their relatives pursuant to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.

BOARD EVALUATION:

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company carried out an annual evaluation of the performance of the Board, its Committees, Chairman and individual Directors during the financial year.

A separate meeting of the Independent Directors was convened to assess the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company. This evaluation incorporated feedback from both Executive and Non-Executive Directors.

Additionally, the Board and the Nomination and Remuneration Committee undertook a comprehensive review of the performance of the Board, its committees, and individual Directors. The assessment was based on various parameters, including preparedness for meetings, quality and relevance of contributions during discussions, and the overall effectiveness and engagement of each Director in fulfilling their responsibilities.

BOARD COMMITTEES

The composition of the Board Committees, including the number of meetings held, attendance of members, powers, roles, and terms of reference, is disclosed in the Corporate Governance Report, which forms an integral part of this Report. In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had constituted the following four Committees of the Board as on March 31, 2025: Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee

KEY MANAGERIAL PERSONNEL

The list of Key Managerial Personnel as per the Act is as below as of March 31, 2025

Sl No	Name of the KMP	Designation
1	Mr. Harsh Mohan Gupta	Executive Chairman
2	Mr. Rishab Mohan Gupta	Managing Director
3	Mr. Jayanth V	Chief Financial Officer

Changes in Key Managerial Personnel

Mr. Harsh Mohan Gupta was appointed as Executive Chairman, and Mr. Jayanth V was appointed as Chief Financial Officer, both effective from September 3, 2025.

During the year, Mr. Nirmal Khurana resigned from the position of Company Secretary with effect from August 31, 2024. Ms. Komal Shrimankar was appointed to the said position effective from 03 September 2024. However, she tendered her resignation with effect from March 7, 2025, due to personal reasons. Subsequently, Mr. Krishnappayya Desai, a qualified Company Secretary, was appointed as the Company Secretary and Compliance Officer with effect from May 27, 2025.

AUDITORS & AUDIT REPORTS STATUTORY AUDITORS

M/s Raghavan, Chaudhuri & Narayanan, Chartered

Accountants (FRN: 007761S), were appointed as the Statutory Auditors of the Company by the shareholders at the Extra Ordinary General Meeting held on September 05, 2024 until the conclusion of the ensuing Annual General Meeting. At its meeting held on August 13, 2025, the Board, subject to the approval of the shareholders at the ensuing Annual General Meeting, approved the reappointment of M/s Raghavan, Chaudhuri & Narayanan as Statutory Auditors for a term of five years— who will continue to act as Statutory Auditors from the conclusion of the ensuing Annual General Meeting until the conclusion of the Annual General Meeting to be held in the financial year 2030.

The Auditors have provided their consent for the proposed appointment and confirmed their eligibility to act as Statutory Auditors for the said tenure.

STATUTORY AUDIT REPORT

The Auditors Report on the financial statements for the financial year 2024–25 does not contain any qualification, reservation, or adverse remark, there have been no instances of fraud committed against the Company by its officers or employees during the year, as reportable by the Auditors under Section 143(12) of the Companies Act, 2013

INTERNAL AUDITOR

In pursuance to the provisions of Section 138 of the Companies Acr, 2013 and the rules framed thereunder, the internal Audit for the financial year 2024-25 was conducted by CLA Global Brand Limited Kolkata. The Board at its meeting held on 13 August 2025 has appointed MMAK & Co as Internal Auditors of the Company for conducting the audit for the financial year 2025-26.

SECRETARIAL AUDITOR

In accordance with Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed BMP & Co LLP, Practising Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2024–25.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the certificate on Corporate Governance issued by BMP & Co LLP forms part of the Corporate Governance Report. The certificate does not contain any qualifications, reservations, or adverse remarks.

Further, pursuant to recent amendments to the SEBI Listing Regulations, the Board at its meeting held on 13 August 2025, has approved the appointment of BMP & Co LLP as Secretarial Auditors for a term of five years, subject to the approval of shareholders at the ensuing Annual General Meeting. Their tenure will commence from the conclusion of the ensuing AGM and will continue until the conclusion of the AGM to be held in the financial year 2030.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year 2024–25 does not contain any qualifications, reservations, or adverse remarks. The Report is appended as Annexure 8 to this Annual Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

The Statutory Auditors and Secretarial Auditors have not made any qualifications, reservations, or adverse remarks in their respective reports. Accordingly, no comments are offered by the Board of Directors.

COST AUDITOR, COST ACCOUNTS AND RECORDS

The provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company. Accordingly, the Company is not required to maintain cost records or appoint a Cost Auditor for the financial year 2024–25

HUMAN RESOURCES

The Company regards its human resources as one of its most valuable assets. It consistently invests in attracting, retaining, and nurturing talent through ongoing development initiatives. Emphasis is placed on promoting internal talent by encouraging job rotation and enriching roles, thereby fostering a culture of growth and continuous learning

PARTICULARS OF EMPLOYEES

In accordance with Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required disclosures are provided in Annexure 5 to the Boards Report.

Further, the particulars of employees drawing remuneration in excess of the limits specified under Rule 5(2) of the said Rules are disclosed in Annexure 6 to the Boards Report.

EMPLOYEE STOCK OPTIONS

During the financial year 2024–25, the Company did not evaluate, implement, or operate any Employee Stock Option Scheme (ESOS) or other equity-based incentive plans for its employees or Directors.

The Board continues to review and assess various employee engagement and retention strategies, including performance- linked incentives and long-term benefit plans, in alignment with the Companys growth objectives and talent management framework.

While no ESOS was considered during the year under review, the Company remains committed to exploring suitable mechanisms in the future to attract, retain, and reward high-performing talent, subject to regulatory compliance and shareholder approval, wherever applicable.

DETAILS OF SUBSIDIARY COMPANIES

In accordance with the Scheme of Demerger approved by the Honble National Company Law Tribunal (NCLT), Rossell Techsys Inc., formerly a wholly owned subsidiary of Rossell India Limited, has now become a wholly owned subsidiary of Rossell Techsys Limited.

As on 31st March 2025, the Company has one wholly owned subsidiary- Rossell Techsys Inc. No Body Corporate or Company has ceased to be Subsidiary, Joint venture or Associate Company of the Company. Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companys subsidiaries is attached as Annexure 1 to this report.

The Board of Directors of the Company has adopted a Policy for determining material subsidiaries in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available at Companys website at www.rosselltechsyslimited.com For the financial year 2024-25, No company is categorized as material subsidiary(s) of the Company as per the thresholds laid down under the SEBI Listing Regulations.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has established internal financial controls that are commensurate with the scale and complexity of its operations. It has implemented a structured framework comprising guidelines, processes, and organizational structures that facilitate the effective deployment of these controls across all functions.

These internal financial controls encompass a comprehensive set of policies, procedures, and practices designed to ensure the orderly and efficient conduct of business. This includes adherence to corporate policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

In alignment with the explanation to Section 134(5)(e) of the Companies Act, 2013, the Company has adopted a process-driven approach to its Internal Financial Controls (IFC) framework. The Board of Directors is of the opinion that the IFC system is appropriate for the nature and scale of the Companys operations and is operating effectively, with no material weaknesses identified.

Furthermore, the Company has instituted a continuous monitoring mechanism to evaluate the effectiveness of its IFC framework, proactively identify potential gaps, and implement new or enhanced controls wherever necessary to mitigate any material risks to its operations. The details with respect to internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which is a part of this Report.

VIGIL MECHANISM/ WHISTLE-BLOWER:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly established a Whistle Blower Policy as part of its vigil mechanism. This policy enables Directors and Employees to report concerns regarding unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct directly to the Chairman of the Audit Committee.

The mechanism provides adequate safeguards against victimization of individuals who utilize it and ensures direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the Companys website at: https://rosselltechsys.com/investor-relations/corporate-governance/#policies.

During the year under review, the Company did not receive any complaints under this mechanism.

RISK MANAGEMENT

The Company has developed and implemented a comprehensive Risk Management Policy that addresses various categories of risk, including strategic, commercial, operational, safety, compliance, internal control, financial, and cyber risks. The framework is designed to systematically identify, assess, and mitigate potential risks that may affect the Companys performance, resilience, and long-term sustainability.

Further details regarding the Companys risk management framework—including key risk elements and corresponding mitigation strategies—are provided in the Management Discussion and Analysis.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company does not fall within the top 1000 listed entities by market capitalization based on the latest available data. Accordingly, the requirement to constitute a Risk Management Committee is not applicable to the Company for the financial year ended March 31, 2025.

SECRETARIAL STANDARD

The Company is in compliance with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI).

AWARDS RECEIVED DURING THE YEAR:

During the year, the following awards were received

Sl.	Award	Organisation Awarding	Year
1	Supplier Excellence Award - Quality	Honeywell	2024
2	Most Preferred Workplace 2023 - 2024	Team Marksmen Daily	2024
3	BAE Systems - Special Recognition Award	BAE Systems	2025
4	Entrepreneur of the Year 2025	10th Aerospace & Defense Award	2025
5	Tech Team Of the Year 2025	Frantic India	2025

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading ("Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The objective of the Code is to regulate trading in the Companys securities by Directors, Designated Persons, and Connected Persons, while safeguarding the interests of shareholders. The Code is designed to prevent the misuse of unpublished price sensitive information (UPSI) and strictly prohibits insider trading. It mandates pre-clearance of all transactions in the Companys securities by Designated Persons, which include Directors and Designated Employees. Additionally, it prohibits trading by Designated Persons while in possession of UPSI. The Chief Financial Officer is entrusted with the responsibility of implementing and monitoring compliance with the Code of Conduct for Prevention of Insider Trading. In addition, the Company has adopted a Code of Fair Disclosure of Unpublished Price Sensitive Information (UPSI), which sets out the principles and procedures for transparent and equitable dissemination of UPSI. This Code is available on the Companys website at: https://rosselltechsys.com/investor-relations/corporate-governance/#policies. To ensure strict compliance, the Company regularly notifies Designated and Connected Persons of trading restrictions during periods when UPSI is accessible. Moreover, as a proactive measure, the Company freezes the Permanent Account Numbers (PANs) of such individuals on the NSDL platform—its designated Depository Participant—during trading window closures, particularly around the announcement of financial results

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34, read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, which provides insights into the Companys operations, performance, and future outlook, is appended Report.

CORPORATE GOVERNANCE REPORT

In accordance with Regulation 34, read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance, along with a Compliance Certificate issued by a Practicing Company Secretary, is appended as Annexure 7 and forms an integral part of this Report (hereinafter referred to as the "Corporate Governance Report").

The Corporate Governance Report includes comprehensive disclosures on the Companys Code of Conduct, Board Evaluation, Board Diversity Policy, Training and Familiarization Programme for Independent Directors, Whistle Blower Policy/Vigil Mechanism, and the Nomination and Remuneration Policy.

DISCLOSURE EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3), read with Section 134(3) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2025 is available on the Companys website at: www.rosselltechsys.com

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo for the financial year 2024–25 is provided in Annexure 3, which forms an integral part of this Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities by market capitalization are required to submit a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report.

Based on the latest available data, the Company does not fall within the top 1000 listed entities by market capitalization for the financial year ended March 31, 2025. Accordingly, the requirement to prepare and disclose a BRSR is not applicable to the Company for the said financial year.

Nevertheless, the Company remains committed to responsible business practices and sustainability. It continues to integrate Environmental, Social, and Governance (ESG) considerations into its operations and decision-making processes. Voluntary initiatives undertaken by the Company in areas such as energy efficiency, employee well-being, community engagement, and ethical governance are detailed in the Management Discussion and Analysis Report.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee has been entrusted with the prime responsibility of recommending to the Board, the CSR activities to be undertaken by the Company in line with the CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the CSR Policy.

During the financial year 2024–25, the Company reaffirmed its commitment to social development by supporting initiatives focused on education and hunger eradication. A total of 12.25 lakhs was spent on CSR activities.

As part of its long-term commitment to empowering future generations through quality residential education, the Company contributed 7.00 lakhs to Shanti Bhavan School, sponsoring the education of four underprivileged children.

Additionally, a contribution of 5.25 lakhs was made to the Akshaya Patra Foundation to support its Mid-Day Meal Program, which provides nutritious meals to school children and helps combat classroom hunger.

These initiatives reflect the Companys dedication to creating meaningful and lasting impact in the communities it serves. A detailed report on CSR activities is presented in Annexure 4 to this Report.

The Company has formulated CSR Policy and the said policy is in line with Schedule VII of the Companies Act, 2013. The Policy is available on Companys website at www.rosselltechsys.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the financial year, no significant or material orders were passed by any regulators, courts, or tribunals that would impact the Companys going concern status or future operations.

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year, no application or proceeding was initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, no settlements were made by the Company with any Banks or Financial Institutions.

DETAILS OF PENALTIES/PUNISHMENT/ COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS REPORT:

Between the end of the financial year and the date of this Boards Report, no penalties, punishments, or commitments have been imposed or undertaken that would have a material impact on the financial position of the Company.

INSURANCE:

The Company has obtained appropriate insurance coverage for all its assets, in line with general industry practices, to safeguard against potential risks and losses.

OTHER DISCLOSURES:

Your Directors confirm that no disclosure or reporting is required in respect of the following matters, as there were no transactions or events pertaining to these items during the year under review: Equity Shares:

The Company did not issue any equity shares carrying differential rights as to voting, dividend, or any other matter. Additionally, no sweat equity shares or warrants were allotted, nor were any shares issued under an Employee Stock Option Plan (ESOP) or similar schemes. During the year under review, the Company did not undertake any changes in its capital structure arising from restructuring, nor were there any alterations in voting rights.

Details of utilization/ variation of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(4) and 32(7A) of the SEBI Listing Regulations: During the financial year under review, the Company has not made any preferential allotment or qualified institutional placement as specified under Regulation 32(4) and 32(7A) of the SEBI Listing Regulations.

Managing Directors Remuneration:

The Managing Director did not receive any remuneration or commission from any subsidiary of the Company.

Change in Nature of Business:

To capitalize on emerging business opportunities and explore new areas of potential, the Company altered its Memorandum of Association (MOA) at the Extra-Ordinary General Meeting held on 05 September 2025. This amendment aims to support the Companys efforts to diversify and expand its operations, better positioning it for future growth and success.

The Company is engaged in the business of manufacturing, buying, selling, exporting, importing, dealing in, assembling, fitting, repairing, converting, overhauling, altering, maintaining, and improving all types of aircraft, aircraft systems, avionics, and electronic components, devices, equipment, and appliances. These include, but are not limited to, televisions, wireless apparatus such as radio receivers and transmitters, tape recorders, broadcast relay and reception equipment, phonographs, and other audio-visual communication devices. The Company also deals in motion systems and various apparatus and equipment, including those using electromagnetic waves for radiotelegraphic or radiotelephonic communication, telephone equipment, photocopiers, electronic lighting controls, and other related products.

There was no change in the nature of the Companys business during the year.

Anti-Sexual Harassment Policy:

The Company has implemented an Anti-Sexual Harassment Policy in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been constituted to address complaints. The details for the year under review are as follows:

a) No. of complaints pending at the beginning of the year: Nil

b) No. of complaints received during the year: Nil

c) No. of complaints disposed of during the year: Nil

d) No. of complaints pending at the end of the year: Nil

e) No. of cases pending for more than 90 days: Nil

Maternity Benefits:

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, to ensure that all eligible women employees receive maternity leave and related benefits in accordance with the Act and the Companys policy. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

Credit Rating: The Company has not obtained any credit rating during the year.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof: Not Applicable

GREEN INITIATIVE

In line with past practice and in accordance with applicable regulatory guidelines, the Company disseminates soft copies of the Annual Report and the Notice of the Annual General Meeting (AGM) to all members whose email addresses are registered with the Company or their respective Depository Participants.

Pursuant to Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company may issue a letter containing the web-link, including the exact path, to shareholders whose email addresses are not available, enabling access to the complete details of the Annual Report. Physical copies of the Annual Report are provided to members upon specific request.

Shareholders who wish to receive a physical copy of the full Annual Report may submit a request accordingly. Members whose email addresses are not registered with the Company may write to investors@rosselltechsys.com or rta@cbmsl.com to obtain a soft copy of the Annual Report and the Notice of AGM

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to all stakeholders—including shareholders, customers, vendors, bankers, rating agencies, Central and State Government authorities, and other valued business partners—for their continued support and cooperation during the year under review.

The Board also extends its gratitude to the Legal Counsels, Securities and Exchange Board of India (SEBI), Registrar of Companies (ROC), National Stock Exchange of India Limited (NSE), BSE Limited (BSE), Registrar and Transfer Agent (RTA), Statutory Auditors, and all other intermediaries for their valuable assistance and collaboration.

Further, your Directors express their deep appreciation for the unwavering commitment, dedication, and valuable contributions of the Companys employees. Their professionalism and sustained efforts have been instrumental in driving the Companys performance and success during the year.

For Rossell Techsys Limited	Sd/-
Sd/-	Digant Parikh
Rishab Mohan Gupta	DIN: 00212589
DIN: 05259454	Director
Managing Director
Place: Bangalore
Date: 13 August 2025