Dear Members,
The Board of Directors hereby submits the 24th Annual Report of your Company ("the Company" or "ROX"), along with the Audited Financial Statements, for the financial year ended March 31, 2026 (FY 2025-26).
FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS:
| PARTICULARS | CONSOLIDATED YEAR ENDED 31.03.2026 | CONSOLIDATED YEAR ENDED 31.03.2025 | STANDALONE YEAR ENDED 31.03.2026 | STANDALONE YEAR ENDED 31.03.2025 |
| Revenue from operations | 20,298.26 | 18,745.74 | 20,792.43 | 18,650.68 |
| Other income | 270.86 | 268.30 | 270.86 | 268.30 |
| Total Income | 20,569.13 | 19,014.04 | 21,063.30 | 18,918.98 |
| Cost of Consumption | 15,009 | 13,841.69 | 15,425.52 | 13,808.13 |
| Employee Benefits Expenses | 1,590.58 | 1,285.00 | 1,530.20 | 1,285.00 |
| Finance Costs | 654.64 | 460.17 | 654.12 | 460.17 |
| Depreciation & Amortisation Expenses | 170.54 | 105.66 | 170.54 | 105.66 |
| Other Expenses | 1,057.76 | 705.22 | 1,056.95 | 705.22 |
| Total Expenses | 18,482.75 | 16,397.75 | 18,837.33 | 16,364.18 |
| Profit before Tax | 2,086.38 | 2,616.29 | 2,225.97 | 2,554.80 |
| Tax Expenses: Current Tax | 468.89 | 628.51 | 468.89 | 628.51 |
| Deferred Tax | (6.86) | (5.49) | (6.86) | (5.49) |
| Profit After Tax | 1,692.75 | 1,993.27 | 1,763.94 | 1,931.78 |
| Earnings Per Share (Basic) | 7.11 | 8.73 | 7.72 | 8.46 |
| Earnings Per Share (Diluted) | 7.37 | 8.73 | 7.69 | 8.46 |
A detailed analysis of the financials and business performance of the Company during the year under review is provided below.
FINANCIAL PERFORMANCE
The Company recorded revenue of 20,792.43 Lakhs, reflecting a 11.5% increase over the previous years 18,650.68 Lakhs. Profit after tax (PAT) stood at 1,763.94 Lakhs, decreased by 9% as against 1,931.78 Lakhs in FY 2024-25. Earnings per share (EPS) was 7.72, as compared to 8.46 in the previous year, indicating steady revenue growth but a marginal dip in profitability due to increased employee and finance costs.
INDUSTRY DEVELOPMENTS & BUSINESS OUTLOOK:
The global and domestic information technology landscape continues to witness rapid structural transformations characterized by accelerated cloud migration, zero-trust cybersecurity architectures, and cognitive artificial intelligence integration. Amid broader macroeconomic recalibrations and global supply chain realignments, enterprise IT investment has transitioned from discretionary modernization to mission-critical infrastructure resilience. Indian and multinational corporations are consistently allocating capital toward robust network frameworks, scalable hybrid-cloud environments, and secure digital delivery mechanisms, thereby expanding the addressable market for integrated systems engineering and enterprise solutions.
ROX Hi-Tech Limited continues to leverage its domain expertise as a premier end-to-end technology solutions provider and systems integrator. In line with the strategic directives of the Board of Directors, the Company has deepened its operational competencies across key business verticals, including enterprise infrastructure, hyperconverged architectures, multi-cloud management, managed security operations, and zero-trust data center networking. Furthermore, the Company is actively integrating artificial intelligence, Industrial Internet of Things frameworks, and workplace automation capabilities into mainstream client engagements to optimize client productivity, process reliability, and operational efficiencies.
In furtherance of its geographic diversification strategy, the Company has established strategic global presences across key jurisdictions, including step-down subsidiaries in Singapore Mauritius, Denmark, and the United States. This multi-jurisdictional infrastructure enables the Company to capture international cross-border IT integration demand, access foreign currency consulting and high-margin service contracts, and optimize global client delivery pipelines through scalable execution models, accelerating the Companys transition into a multi-geography technology partner.
With a robust order pipeline, strategic OEM alliances, dedicated technical engineering capabilities, and expanding global market penetration, ROX Hi-Tech Limited is well-positioned to capitalize on evolving industry tailwinds. The Company remains focused on maintaining execution discipline, optimizing operational costs, defending operating margins, and delivering sustainable, long-term stakeholder value.
DIVIDEND AND TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
During the financial year under review, the Company declared a dividend of 10% of the face value of the equity shares for the financial year 2025-26, subject to approval of the Members at the ensuing Annual General Meeting.
The dividend, if approved by the Members, will be paid to the eligible shareholders in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Regulations.
To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Distribution Policy since listing of its shares. The policy has been displayed on the Companys website at link https://www.rox.co.in/Investor-corner/Policies/div-dis-policy/index.html.
There is no amount lying with the Company as unpaid/unclaimed dividend which is to be transferred to Investors Education and Protection Fund ("IEPF") of the Central Government pursuant to Section 124(5) of the Act.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013
During the year the Company has not transferred any amount from the surplus in the Statement of Profit and Loss to the General Reserves. Further no amount is proposed to be transferred to reserves during the year under review.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes or commitments affecting the Companys financial position since the end of the financial year to the date of this report.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of the business of the Company and the Company continues to engage in the same line of business activities.
INFORMATION ABOUT HOLDING / SUBSIDIARY/ JV/ ASSOCIATE COMPANY
As part of the Companys long-term growth strategy, the Company has established a presence in key international markets to strengthen its global operations, serve existing clients more effectively, explore new business opportunities and enhance its international delivery capabilities.
The Company has a presence across Singapore, Mauritius, the United States of America and Denmark, enabling it to strengthen its engagement with local customers, enhance regional capabilities, comply with applicable local requirements and build its brand presence across key global markets.
These international operations continue to support the Companys objective of expanding its global footprint and strengthening its capabilities across high-potential markets.
The statement under Section 129(3) of the Companies Act, 2013 in respect of the subsidiaries in Form AOC-1 is attached as Annexure I. The Consolidated Accounts of your Company duly audited by the Statutory Auditors are presented as part of this Report.
The financial statements together with related information and other reports of the subsidiaries are available on the https://rox-hitech.com/.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2026 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
STATUTORY AUDITORS AND REPORT THEREON
The Statutory Auditors Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, issued by M/s. Krishaan & Co., Chartered Accountants, is unmodified, clean, and does not contain any qualification, reservation, adverse remark, or disclaimer.
The notes and observations referred to in the Auditors Report are self-explanatory and do not call for any further comments or explanations from the Board under Section 134(3)(f) of the Companies Act, 2013. Furthermore, no fraud was reported by the Statutory Auditors under Section 143(12) of the Act during the year under review.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mrs. Sanka Indrani, (CP No. 21983) Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by them for the financial year ended March 31, 2026, is attached as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.
COST AUDIT / COMPLIANCE:
The provisions under Section 148 of Companies Act 2013 and the Companies (Cost records and audit) Rules, 2014 is not applicable to the Company. Accordingly, the company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 for the Financial Year 2025-2026.
INTERNAL CONTROL SYSTEM
Your Company has deployed adequate Internal Control Systems in place to ensure the smooth functioning of its business. The processes and the systems are reviewed constantly and changed to address the changing regulatory and business environment. The Control Systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of the Companys assets. The ERP system which the Company implemented has helped in further strengthening the internal control systems that are in place.
The existing Internal Control Systems and their adequacy are frequently reviewed and improved upon to meet the changing business environment. The Statutory Auditors as well as the Internal Auditors periodically review the Internal Control Systems, Policies and Procedures for their adequacy, effectiveness and continuous operation for addressing risk management and mitigation strategies.
INTERNAL AUDITOR:
M/s. Sundaresan & Subramanian LLP, Chartered Accountants (Firm Registration No. 008922S), Internal Auditors of the Company have carried out the Internal Audit for FY 2025-26. The reports and findings of the Internal Auditors are reviewed by the Audit Committee and the Board.
In terms of the provision of section 138(1) of the companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules 2014, Company has re-appointed 008922S, Chartered Accountants (Firm Registration No. 008922S), having office at 19/8, Swathi Complex. Bazullah Road, T Nagar, Chennai - 600017 Tamil Nadu, as Internal Auditors to carry out internal audit for the financial year 2026-27.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Auditors of the Company have not reported any instances of fraud as specified under the second proviso of Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
RISK MANAGEMENT
The Company has formulated and implemented a robust Risk Management Policy and constituted a Risk Management Committee to assist the Board in identifying, evaluating, monitoring, and mitigating key operational, financial, cybersecurity, legal, and regulatory risks.
The Committee and the Board periodically review the risk management framework, assessment procedures, and mitigation strategies to ensure business resilience, sustainable growth, and effective internal controls. In the opinion of the Board, there are no elements of risk that threaten the existence or going-concern status of the Company.
The detailed Risk Management Policy of the Company is accessible on the Companys website at https://roxihtech.com/.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee.
The whistle blower policy can be accessed at https://roxihtech.com/.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee. The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2025-26 in the prescribed format are annexed as Annexure - III.
COMPLIANCE OF SECRETARIAL STANDARDS
During the year, your Company has complied with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development. The Board wishes to place on record its appreciation to all the employees of the Company for their sustained efforts and immense contribution to the performance and growth of the Company during the year. As of March 31, 2026, the Company has a total of 152 employees, comprising of 98 male employees and 54 female employees.
DISCLOSURE UNDER MATERNITY BENEFITS ACT, 1961
Your Company complies with the provisions of the Maternity Benefits Act, 1961, ensuring eligible women members receive their statutory entitlements, including up to 182 days of fully paid maternity leave and additional provisions in cases of medical complications or pregnancy loss. These benefits reflect our commitment to creating a compliant, inclusive, and supportive workplace that prioritizes the health and well-being of expecting and new mothers.
BORROWINGS
As on March 31, 2026, the total outstanding borrowings of the Company stood at Rs. 6,888.23 Lakhs, comprising both secured and unsecured financial facilities availed from banks and financial institutions in the ordinary course of business.
SHARE CAPITAL
1. Authorised Share Capital
During the financial year under review, the Authorised Share Capital of the Company was increased from Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 2,50,00,000 equity shares of Rs. 10/- each to Rs. 40,00,00,000/- (Rupees Forty Crores only) divided into 4,00,00,000 equity shares of Rs. 10/- each, pursuant to the approval of the Members at the 23rd Annual General Meeting held on September 29, 2025.
2. Paid-Up Equity Share Capital
Issue of shares, including disclosure about ESOP and Sweat Equity Share:
a) EMPLOYEES STOCK OPTION PLAN: During FY 2025-26, 1,01,338 stock options were exercised by eligible employees and converted into an equivalent number of fully paid-up equity shares of face value Rs. 10/- each on February 10, 2026, in compliance with Section 62(1)(b) of the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
b) SHARE WARRANTS: Pursuant to the approval of Members at the 23rd AGM and in-principle approval from the National Stock Exchange of India Limited (NSE), the Company allotted 30,92,782 Fully Convertible Warrants at an issue price of Rs. 48.50/- per warrant to the Promoter & Promoter Group on a preferential basis upon receipt of the mandatory 25% upfront subscription consideration.
c) BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.
d) SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under review.
e) BONUS SHARES: The Company has not issued any Bonus Shares during the year under review.
f) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE: The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
g) ISSUE OF SHARES (INCLUDING SWEAT EQUITY SHARES) TO EMPLOYEES OF THE COMPANY UNDER ANY SCHEME: The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme.
CREDIT RATING
On the backdrop of strong financial performance, the credit ratings of the Company also continued to improved. Rating agencies have taken note of the sustained revenue growth, improvement in consolidated business and financial risk profiles, strong Free Cash Flow (FCF) generation.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts and arrangements entered into by the Company with Related Parties during the financial year 2025-26 were in the ordinary course of business, on an arms length basis, and in full compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Prior approval of the Audit Committee and Board of Directors was obtained wherever required
The particulars of contracts or arrangements entered into with related parties referred to in Section 188(1) of the Act in the prescribed Form AOC-2 are annexed as Annexure-II to this Report. Further, detailed related party disclosures are provided in Note 30 to the Standalone and Consolidated Financial Statements.
The Policy on Related Party Transactions is available on the Companys website at https://rox-hitech.com/.
DEPOSITS
Your Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT
The Company has not given any Loans, Investments and Guarantees during the Financial Year under Section 186 of the Act.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("POSH ACT")
The Company is committed to providing a safe, secure, and inclusive work environment free from sexual harassment and discrimination. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act") and the Rules framed thereunder, the Company has adopted a comprehensive Anti-Sexual Harassment Policy and duly constituted an Internal Complaints Committee (ICC) with requisite representation, including an external independent legal expert.
The Company regularly conducts awareness sessions, employee sensitization drives, and mandatory annual refresher trainings to reinforce a zero-tolerance culture toward sexual harassment across all operational locations and subsidiary units. The statutory Annual Report under the PoSH Act has been filed with the competent local authority, with full compliance confirmed across all statutory mandates.
During the financial year ended March 31, 2026, the Company received no complaints of sexual harassment, no cases were pending disposal from the previous financial year, and accordingly, no disciplinary actions or investigations were initiated during the year under review.
MANAGERIAL REMUNERATION, EMPLOYEE INFORMATION AND RELATED DISCLOSURES
Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development.
The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2025-26 was in accordance with the NRC Policy of the Company. Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the remuneration and other details as required are annexed to this Report as ANNEXURE - IV.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, 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 are as following:
A. CONSERVATION OF ENERGY:
We are committed to sustainability as a key driver of long-term value for our stakeholders and clients. Over the past year, weve reduced our environmental impact by optimizing processes, upgrading to energy-efficient equipment, and adopting smart technologies. Most offices now use LED lighting and cloud-based IT systems, lowering energy use. Weve also installed rainwater harvesting wells, and eliminated single-use disposables. As we continue to embed sustainability into our business practices, we remain committed to generating a positive environmental impact while delivering lasting value to our investors.
B. TECHNOLOGY ABSORPTION
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the financial year, the Company strengthened its global market presence through strategic client engagements, digital transformation solutions, and a focus on delivery excellence. A substantial share of revenue was generated from exports to North America, Europe, South Asia Region.
To further enhance its export performance and accelerate international market penetration, the Company implemented key strategic initiatives, including targeted investments in emerging technology domains such as Generative AI and enterprise cybersecurity to cater to evolving global demand, active participation in prominent international trade fairs and global industry forums to bolster brand visibility and drive enterprise client acquisition, and the establishment of high-impact strategic alliances and localized regional partnerships across key overseas jurisdictions.
| Particulars | 2025-26 | 2024-25 |
| 1) Earnings in foreign currency | 27.66 | 63.91 |
| 2) Expenditure in foreign currency | 65.28 | 9.29 |
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2026 is available on the Companys website and can be accessed at https://rox-hitech.com/.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2026, the Board of Directors of your Company comprised of seven (07) Directors, viz., Three (03) Executive Directors including one (1) women Executive Directors, Three (03) Independent Directors and One (01) Non-Executive Non-Independent Director. As per the Articles of Association of the Company, one third of the Directors (other than Independent Directors) are liable to retire by rotation at the Annual General Meeting ("AGM") of the Company, every year. Mr. Kenny Robert (DIN: 10217214) retires by rotation at the ensuing 24th AGM and being eligible, offers himself for re-appointment.
INDEPENDENT DIRECTORS
Pursuant to Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations, Mr. Alagar Rajagopalan, Mr. Ethirajulu Bandaru, and Mr. Hariharan Dharmarajan are the Independent Directors of the Company as on the date of this Report. Mr. C. D. Balaji ceased to be an Independent Director w.e.f. July 31, 2025.
All Independent Directors have furnished the requisite declarations confirming compliance with the independence criteria under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and have confirmed that no circumstances exist that could impair their independent judgment.
The Independent Directors have also complied with the applicable requirements relating to inclusion in the databank maintained by the Indian Institute of Corporate Affairs.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company during the financial year 2025-26 were Mr. Jim Rakesh, Managing Director; Mrs. Sukanya Rakesh, Whole-Time Director & Chief Financial Officer; Mr. Munusamy Murugan Senthil Kumar, Whole-Time Director; and Ms. Thenmozhi, Company Secretary & Compliance Officer.
During the financial year under review, there were no appointments, resignations, or changes in the Key Managerial Personnel of the Company, and all designated personnel continued in their respective offices in compliance with statutory requirements.
CORPORATE GOVERNANCE
The Equity Shares of the Company are listed on the SME platform (NSE Emerge) of the National Stock Exchange of India Limited. Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the mandatory corporate governance provisions under Regulations 17 to 27, Clauses (b) to (i) and (t) of Regulation 46(2), and Paras C, D, and E of Schedule V are not applicable to the Company. However, the Company voluntarily adheres to robust corporate governance standards to ensure transparency, accountability, and sustainable stakeholder value creation.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.
NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
During the financial year 2025-26, the Board of Directors met 8 (eight) times in compliance with Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors (SS-1), on April 21, 2025, May 28, 2025, August 25, 2025, September 05, 2025, October 29, 2025, November 14, 2025, December 30, 2025, and February 10, 2026. The intervening gap between any two consecutive meetings was well within the period prescribed under the Act and the SEBI (LODR) Regulations, 2015, and the requisite quorum was present at all the meetings.
The composition of the board and the details of meetings attended by its members are given below:
| Sl. No. | Director | Designation | No. of meetings entitled | No. of meetings attended |
| 1. | Mr. Jim Rakesh | Chairman & Managing Director | 8 | 8 |
| 2. | Mrs. Sukanya Rakesh | Whole-time Director & CFO | 8 | 8 |
| 3. | Mr. Murugan Munusamy Senthilkumar | Whole-time Director | 8 | 8 |
| 4. | Mr. Alagar Rajagopalan | Independent Director | 8 | 8 |
| 5. | Mr. C.D. Balaji* | Independent Director | 2 | 2 |
| 6. | Mr. Hariharan Dharmarajan | Independent Director | 6 | 6 |
| 7. | Mr. Ethirajulu Bandaru | Independent Director | 8 | 8 |
| 8. | Mr. Jeyasimmon Kenny Robert | Non-Executive Non-Independent Director | 8 | 8 |
*Resigned from Board on July 31, 2025.
Detailed agenda notes and comprehensive operational presentations are circulated to the Board in advance of each meeting to facilitate informed, transparent decision-making and strategic oversight.
Non-Executive Independent Directors and Non-Executive Directors who are not part of the promoter group are paid a sitting fee of Rs. 20,000/- for attending each meeting of the Board and its committees.
The remuneration payable to Executive Directors is recommended by the Nomination and Remuneration Committee based on annual performance appraisals and is approved by the Board within the limits sanctioned by the shareholders and applicable statutory provisions.
COMMITTEES OF THE BOARD
As on March 31, 2026, the company has four Board level committees:
A) Audit Committee
B) Nomination and Remuneration Committee
C) Stakeholders Relationship Committee
D) Corporate Social Responsibility Committee
The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.
A. AUDIT COMMITTEE
The Audit Committee of the Company consists of 3 Independent Directors and 1 Executive Director. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Company Secretary acts as Secretary to the Committee.
During the Financial Year 2025-26, The Audit Committee held four (4) meetings on May 28, 2025, August 25, 2025, November 14, 2025 and February 10, 2026.
The composition of the Committee as on March 31, 2026 and the details of meetings attended by its members during the financial year 2025-2026 are given below:
| Sl. No. | Director | Designation | No. of Meeting Entitled | No. of Meeting attended |
| 1. | Alagar Rajagopalan (DIN: 00231112) | Chairman | 4 | 4 |
| 2. | Ethirajulu Bandaru (DIN: 10006643) | Member | 4 | 4 |
| 3. | C. D. Balaji* (DIN: 07800285) | Member | 1 | 1 |
| 4. | Hariharan Dharmarajan (DIN: 11247320) | Member | 3 | 3 |
| 5. | Jim Rakesh (DIN: 01722482) | Member | 4 | 4 |
*Resigned from Board on July 31, 2025.
All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://rox-hitech.com/.
B. NOMINATION AND REMUNERATION COMMITTEE
In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company. Policy is disclosed on the website of the Company viz. https://rox-hitech.com/
During the Financial Year 2025-26, the Nomination and Remuneration Committee held 02 (Two) meeting on August 25, 2026 and February 10, 2026.
The composition of the Committee and the details of meetings attended by its members are given below:
| Sl. No. | Director | Designation | No. of Meeting Entitled | No. of Meeting attended |
| 1. | Alagar Rajagopalan (DIN: 00231112) | Chairman | 2 | 2 |
| 2. | Ethirajulu Bandaru (DIN: 10006643) | Member | 2 | 2 |
| 3. | Hariharan Dharmarajan (DIN: 11247320) | Member | 1 | 1 |
| 4. | Jim Rakesh (DIN: 01722482) | Member | 2 | 2 |
The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://rox-hitech.com/.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE
The following Committee of Directors looks after the Investor Grievances. During the Financial Year 2025-26, the Company held 01 (One) Stakeholders Relationship Committee meeting on February 10, 2026.
The composition of the Committee and the details of meetings attended by its members are given below:
| Sl. No. | Director | Designation | No. of Meeting Entitled | No. of Meeting attended |
| 1. | Alagar Rajagopalan (DIN: 00231112) | Chairman | 1 | 1 |
| 2. | Ethirajulu Bandaru (DIN: 10006643) | Member | 1 | 1 |
| 3. | Hariharan Dharmarajan (DIN: 11247320) | Member | 1 | 1 |
| 4. | Jim Rakesh (DIN: 01722482) | Member | 1 | 1 |
The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://rox-hitech.com/.
D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee has been formed by the Board of Directors, in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014.
During the Financial Year 2025-26, the Corporate Social Responsibility Committee meeting held 02 (Two) viz May 28, 2025 and February 10, 2026.
The composition of the Committee and the details of meeting attended by its members are given below:
| Sl. No. | Director | Designation | No. of Meeting Entitled | No. of Meeting attended |
| 1. | Ethirajulu Bandaru (DIN: 10006643) | Chairman | 2 | 2 |
| 2. | Alagar Rajagopalan (DIN: 00231112) | Member | 2 | 2 |
| 3. | C. D. Balaji* (DIN: 07800285) | Member | 1 | 1 |
| 4. | Hariharan Dharmarajan (DIN: 11247320) | Member | 1 | 1 |
| 5. | Jim Rakesh (DIN: 01722482) | Member | 2 | 2 |
*Resigned from Board on July 31, 2025.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, in consultation with the Nomination and Remuneration Committee, has established a structured framework for evaluating the performance of the Board as a whole, its Committees, and individual Directors, including Independent Directors. The evaluation process assesses key parameters such as board dynamics, committee effectiveness, strategic inputs, governance standards, and fulfillment of independence criteria.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company conducts structured familiarization programmes to update Independent Directors on the Companys operations, business model, technological domain advancements, risk management framework, and statutory roles and responsibilities. The details of the familiarization programme are accessible on the Companys website at www.rox-hitech.com.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted requisite declarations confirming that they satisfy the criteria of independence specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, and that they have registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA). The Board, after due assessment, has taken these declarations on record and confirmed that the Independent Directors remain independent of the management and are not subject to any circumstances impairing their objective judgment. The terms and conditions of their appointment are hosted on the Companys website.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In compliance with Schedule IV (Code for Independent Directors) to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was convened on February 10, 2026, without the presence of Non-Independent Directors and members of management. The Independent Directors reviewed the performance of Non-Independent Directors, evaluated the performance of the Chairman and the Board as a whole, and assessed the quality, quantity, and timeliness of information flow between the Management and the Board. All Independent Directors attended the meeting.
CODE FOR PREVENTION OF INSIDER TRADING
Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons, along with a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). The framework incorporates a Policy for Determination of Legitimate Purposes and standard operating procedures for inquiry in case of leak or suspected leak of UPSI. To ensure statutory compliance, the Company maintains a Structured Digital Database (SDD) internally with adequate time-stamping and audit trails to track the sharing of UPSI in accordance with regulatory mandates. The code sets forth clear guidelines, pre-clearance procedures, and trading window closure protocols for designated persons and their immediate relatives.
CODE OF CONDUCT
The Company has laid down a comprehensive Code of Conduct applicable to all members of the Board of Directors and Senior Management Personnel, incorporating the duties of Independent Directors as prescribed under Schedule IV to the Companies Act, 2013. The Code reflects the Companys commitment to high ethical standards, transparency, and corporate integrity. All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended March 31, 2026 as Annexure V. The complete Code of Conduct is hosted on the Companys website at www.rox-hitech.com.
SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
During the financial year under review, no significant or material orders were passed by any regulator, court, or tribunal impacting the going concern status or future operations of the Company.
PENALTIES AND STRUCTURES
No penalties, strictures, or adverse remarks were imposed on the Company by Stock Exchanges, SEBI, or any other statutory authority on any matter relating to capital markets during the year under review.
SEBI SCORES & ONLINE DISPUTE RESOLUTION (ODR) PORTAL
The Company is registered on SEBIs centralized web-based complaint redressal platform (SCORES) for efficient and transparent investor grievance redressal. Further, in compliance with SEBI Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023, the Company has onboarded the SMART ODR Portal (https://smartodr.in/login) to facilitate online conciliation and arbitration for dispute resolution in the Indian securities market. During the year ended March 31, 2026, no investor grievances were received or remained pending on either the SCORES platform or the ODR Portal.
RECONCILIATION OF SHARE CAPITAL AUDIT
Pursuant to Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, a Practicing Company Secretary conducts the Reconciliation of Share Capital Audit on a quarterly basis. The audit reconciles the total admitted equity share capital held in dematerialized form with NSDL and CDSL, alongside physical holdings, with the total issued and listed capital. The
Corporate Overview 02-53 Statutory Reports 54-101 Financial Statements 102-176 ANNUAL REPORT 2025-26
reports confirmed 100% reconciliation without discrepancies, were submitted quarterly to the National Stock Exchange of India Limited within the statutory 30-day timeline, and were duly placed before the Board.
INVESTOR GRIEVANCE REDRESSAL
The Company prioritizes prompt investor assistance and maintains a dedicated email ID at investor@rox-hitech.com. During the financial year ended March 31, 2026, and up to the date of this report, no investor complaints were received or remained pending resolution.
UTILIZATION OF FUNDS RAISED ON PREFERENTIAL BASIS
Pursuant to requisite approvals, the Company allotted 30,92,782 fully convertible warrants on a preferential basis on October 29, 2025. The upfront proceeds raised from the warrant issue are being utilized strictly in accordance with the stated objects, and there has been no deviation or variation in the deployment of these funds during the year under review.
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.
During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.
INSOLVENCY AND BANKRUPTCY CODE
During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.
DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, Management Discussion and Analysis are attached as a separate section, which forms part of the Annual Report. In accordance with Regulation of the SEBI Listing Regulations, covering disclosures on the Companys performance on corporate parameters and corporate social responsibility for FY 2025-26 in the prescribed format, is part of this Annual Report. As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is uploaded on the Companys website at https://rox-hitech.com/.
REGISTRAR AND TRANSFER AGENT (RTA)
During the year as part of listing of its shares on the Stock Exchange, the Company appointed Purva Share Registry (India) Private Limited as its RTA. Details of the RTA are given below:
Purva Share Registry (India) Private Limited
CIN: U67120MH1993PTC074079
No. 9, Shiv Shakti Industrial Estate,
Mumbai - 400011, Maharashtra, India
Tel: +91 022 2301 8261, Fax No: +91 022 2301 2517
E-mail: support@purvashare.com,
Website: www.purvashare.com
COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE
Ms. Thenmozhi
Company Secretary & Compliance Officer
Registered Office:
Old No. 101B, New No. 160, 1st & 3rd Floor,
Mahalingapuram High Road, Nungambakkam,
Chennai 600034.
Contact No. +91 44 2817 3449
Email: cs@rox-hitech.com
ACKNOWLEDGEMENTS
Your Directors have pleasure in recording their appreciation for all the guidance and co-operation received from all its customers, Members, investors, vendors, partners, bankers, government authorities and other stakeholders for their consistent support to your Company in its operations. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.
ROX HI-TECH LIMITED
CIN: L51506TN2002PLC048598
Old No. 101B, New No. 160,
1st & 3rd Floor, Mahalingapuram High Road
Nungambakkam, Chennai 600034.
investor@rox-hitech.com
www.rox-hitech.com
| Date: May 28, 2026 Place: Chennai |
| For and on behalf of the Board of Directors of ROX Hi-Tech Limited |
| Sukanya Rakesh Whole-Time Director DIN: 01722486 |
| Jim Rakesh Chairman and Managing Director DIN: 01722482 |
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