ROX Hi-Tech Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the 23 nd Annual Report of your Company ("the Company" or "ROX"), along with the Audited Financial Statements, for the financial year ended March 31, 2025 (FY 2024-25).

FINANCIAL HIGHLIGHTS

Amount in Rs. Lakhs

PARTICULARS	CONSOLIDATED YEAR ENDED 31.03.2025	STAND ALONE YEAR ENDED YEAR ENDED 31.03.2025 31.03.2024
Revenue from operations	18745.74	18,650.68	17,605.86
Other income	268.30	268.30	44.11
Total Income	19014.04	18,918.98	17,649.97
Cost of Consumption	13,841.69	13,808.13	13,338.66
Employee Benefits Expenses	1285.00	1,285.00	577.38
Finance Costs	460.17	460.17	315.52
Depreciation & Amortisation Expenses	105.66	105.66	68.71
Other Expenses	705.22	705.22	511.10
Total Expenses	16,397.75	16,364.18	14,811.38
Profit before Tax	2,616.29	2,554.80	2,838.59
Tax Expenses:
Current Tax	628.51	628.51	692.54
Deferred Tax	(5.49)	(5.49)	21.84
Profit After Tax	1,993.27	1,931.78	2,124.20
Earnings Per Share (Basic)	8.73	8.46	9.30
Earnings Per Share (Diluted)	8.73	8.46	9.30

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 ?‚?18,650.68 Lakhs, reflecting a 6% increase over the previous years

?‚? 17,605.86 Lakhs. Profit after tax (PAT) stood at ?‚?1,931.78 Lakhs, decreased by 9% as against ?‚?2,124.20 Lakhs

in FY 2023?€“24. Earnings per share (EPS) was ?‚?8.46, as compared to ?‚?9.30 in the previous year, indicating steady revenue growth but a marginal dip in profitability due to increased employee and finance costs.

BUSINESS OUTLOOK

The Company is poised for sustained growth, powered by innovation, operational excellence, and strategic investments. Even amidst cost pressures and market

uncertainties, the Company remains focused on leveraging advanced technologies, deepening client relationships, and fostering strategic partnerships to unlock new opportunities and create enduring value for all stakeholders.

BORROWINGS

As on March 31, 2025, an amount of Rs.4658.03 Lakhs was outstanding towards borrowings, which comprises of both secured and unsecured loans.

DIVIDEND

The Company is in the growth phase and expanding business activities. Thus, to fund the expansion projects, acquisition and to augment working capital requirements, the Board of directors do not recommend any dividend for the financial year ended March 31, 2025.

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:// 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

There are no amounts proposed to be transferred to

reserves during the year under review.

SHARE CAPITAL

During the year under review, your Company did not issue any shares. The paid-up equity share capital as on March 31, 2025, was Rs. 22,83,63,500/- consisting of 2,28,36,350 equity shares of Rs. 10/- each.

Issue of shares, including disclosure about ESOP and Sweat Equity Share:

BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY: The Company has not issued any

Sweat Equity Shares during the year under review.

BONUS SHARES: The Company has not issued any

Sweat Equity Shares during the year under review.

EMPLOYEES STOCK OPTION PLAN: During the year under review, the Company issued Grant Letters to eligible employees under the ROX Employee Stock Option Plan (ROX 2024), which was established on March 28, 2024. Under this plan, a total of 563,200 options has been granted, covering approximately 506,668 shares to eligible employees to date.

No option was exercised during the year under review.

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.

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 HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

As part of our long-term growth strategy, your company has taken significant steps toward international expansion by establishing a direct operational presence in key global markets. This geographic diversification will enable us to better serve existing clients, tap into new opportunities, and enhance global delivery capabilities.

During the year under review, your company has incorporated 4 (Four) subsidiaries as mentioned below:

Singapore: ROX Hi-Tech Pte. Ltd. was incorporated to serve as our strategic hub in Southeast Asia, catering to the regions rapidly growing demand for IT infrastructure, cloud solutions, and managed services.

Mauritius: ROX Hi-Tech (Mauritius) Ltd. functions as a key entity for managing operations and business development across Africa and for facilitating international investment activities.

California, USA: ROX Hi-Tech Inc. (USA) has been incorporated to strengthen our onshore presence in North America and support enterprise clients through local delivery, sales, and account management.

Denmark: ROX Hi-Tech ApS has been set up to enter the Nordic market, enabling us to provide digital transformation and cybersecurity solutions in a region known for its advanced technology adoption.

These strategic incorporations position us to engage directly with local customers, comply with regional regulations, and enhance our brand presence in 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://

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on related party transactions is available at https://

All the Related Party Transactions entered by your Company with the Related Parties are in the ordinary course of business and are carried out at arms length pricing.Details of the transaction(s) of your Company with the entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under Para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

Related party transactions entered into by the Company during the year were approved by the audit committee and the Board from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report. The Company has also obtained approval of the shareholders for related party transactions which are material in nature irrespective

of the fact that they are on arms length basis and in the ordinary course of the business. The details of materially significant related party transactions entered into by the Company are disclosed in Form AOC- 2 pursuant to Section 134(3) of the Act and enclosed as Annexure -II to this report.

RISK MANAGEMENT

The Board of Directors of the company identity, evaluate business risks and opportunities. The Directors of the company take pro-active steps to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Presently no material risk has been identified by the directors except for general business risks, for which the Company is leveraging on their expertise and experience. The company implemented a risk management policy effective July 25, 2023.

Your Company while designing its strategy in drawing up of its long-term business plan, makes provision to accommodate broader/ higher level of risk than it expects/envisages so that Company is prepared to sustain in the eventuality of unforeseen level of risk.

Significant risks areas which have been identified and are constantly monitored are:

Investment Risks - Failure to provide expected returns for defined objectives and risk such as underperforming to the stated objectives and/or benchmarks;

Legal and Regulatory Risks - Legal/ commercial rights and obligations are not clearly defined or misunderstood; Commercial interests not adequately protected by legal agreements;

Compliance Risks - Non-conformance with or inability to comply with rules, regulations, prescribed practices, internal policies and procedures or ethical standards; Compliance of Acquired companies and any prior period issues;

Sustainability Risk - Actionscausingenvironmental damage; Compromising human rights or labor rights; Threatening occupational health and safety;

(f) Cyber security risk - Loss of Companys or customer artifacts, digital assets (code, database etc.,) or IP; Sharing of personally identifiable information without requisite approvals; and Ransomware attacks.

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("POSH ACT")

The PoSH Act remains a vital legislation in India, ensuring safe and respectful workplaces by preventing sexual harassment. It serves as a cornerstone in fostering a secure environment where members can work with dignity. At ROX, we are deeply committed to upholding the principles of the Act and promoting a culture of trust, inclusivity, and professionalism. Along with our gender-neutral Anti-Sexual Harassment Policy, we fully comply with the provisions of the PoSH Act. We have ensured that all our acquired entities are also PoSH compliant. To address and resolve complaints effectively, we have an Internal Committee (IC) in place, further supported by a legal expert specializing in workplace harassment laws. Through continuous awareness initiatives and training, we reinforce our zero-tolerance stance and commitment to a safe workplace for all.

The following steps have been implemented to ensure compliance with the statutory requirements of the PoSH Act:

PoSH Committee:

Since the inception of the PoSH Act, ROX has remained fully compliant with its mandate by establishing a dedicated PoSH Internal Committee. The primary responsibility of this committee is to ensure that all complaints of workplace sexual harassment are handled fairly, promptly, and with utmost confidentiality. The committee is led by a Presiding Officer and consists of both male and female members, with at least 50% representation from women. It also includes representatives from each business unit and location, ensuring comprehensive coverage and accessibility for all members. With the integration of new entities, we have prioritized adequate representation from all the acquired organizations as well.

Training: In compliance with the PoSH Act, we have implemented structured training programs to raise awareness about workplace sexual harassment and the Acts provisions. All members, including partners, are required to complete PoSH training through an online module. At ROX, PoSH training is mandatory, covering key modules such as:

Walk through of the PoSH Act

What is covered under sexual harassment

Gender based scenarios under PoSH

Sexual Harassment during remote working

How to raise a complaint

Investigation procedure

Please Note: To reinforce learning, a PoSH Annual Refresher Training is conducted for all ROX Employees. Failure to complete the mandatory training within the stipulated timeframe is recorded as non-compliance in the concerned members or partners performance review.

Complaints: We have not received any PoSH complaints during the year under review. Although no complaints were raised under PoSH in FY 25, we ensured that PoSH awareness was created through our various outreach programs.

Disciplinary action: No disciplinary action was taken, as there was no complaint registered during the year under review.

Compliance: As required under PoSH Act, we have filed an Annual Report with the competent authorities. All required documents in compliance with the PoSH Act have been filed. There have been no non-conformities or observations identified by our competent authorities.

Other Action taken to create awareness:

During the year under review, with most members working from office under a structured hybrid model, we reinforced our commitment to PoSH compliance and awareness. Through consistent communication, we shared guidelines, conducted training, and organized PoSH Awareness Month, ensuring a workplace culture that remains safe, inclusive, and free from harassment.

To reinforce compliance, we prominently displayed PoSH posters alongside the statutory boards. Both senior leadership and senior managers have successfully completed their PoSH training, demonstrating their commitment to fostering a safe, respectful, and harassment-free workplace culture. Training has been provided to PoSH Committee members in accordance with the PoSH Act, and we remain committed to further strengthening compliances.

Full Disclosure Statement:

While the PoSH Act primarily safeguards women from workplace sexual harassment, we have proactively expanded the scope of our Sexual Harassment Policy to ensure protection for all members and partners, regardless of gender, contractual status, caste, class, race, ethnicity, or affinity, while remaining aligned with the provisions of the Act.

Our policy also extends to visitors and casual employees, reinforcing our commitment to a safe and inclusive work environment. Additionally, all complaints received by the Internal Committee (if any) are thoroughly reviewed and handled with the utmost confidentiality.

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 202425 in the prescribed format are annexed as Annexure- III.

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 2024-25 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:

CONSERVATION OF ENERGY:

We are committed to sustainability as a key driver of long-termvalueforourstakeholdersandclients. 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.

TECHNOLOGY ABSORPTION

the efforts made towards technology absorption; The Company actively monitors emerging trends

the benefits derived like product improvement, cost

and advancements across key technology

reduction, product development or import substitution; domains, including Generative AI, Mobility, Data

Platforms, Analytics & AI, Cybersecurity, Cloud

in case of imported technology (imported during the

last three years reckoned from the beginning of the

Computing, and IoT. A new strategic focus has been initiated on Industry Cloud Platforms to

financial year)- enhance customer value. The Company has also

(a) the details of technology imported; developed solutions in Digital Process Automation

(b) the year of import; using intelligent automation tools. Additionally, it

pursues continuous quality improvement through

(c) whether the technology been fully absorbed; training programs, project monitoring tools, and

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

the expenditure incurred on Research and

Development.

the deployment of advanced technologies to drive efficiency and productivity.

The company does not have any research and development facility and has not incurred any

expenditure towards research and development.

(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 boost export performance, the Company

implemented several initiatives, including:

Investing in emerging technologies such as Generative AI and cybersecurity to meet evolving global demand

Participating in international trade fairs and industry forums to enhance brand visibility and client acquisition

Establishing strategic alliances and local partnerships

(in lakhs)

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 (Financial year 2024-2025) as on 31 st March, 2025 is available on the Companys website and can be accessed at https://

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, 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. J. Kenny Robert (DIN: 10217214) retires by rotation at the ensuing 23 rd AGM and being eligible, offers himself for re-appointment.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Alagar Rajagopalan, Mr. Ethirajulu Bandaru and Mr. C D Balaji are the Independent Directors of the Company as on the date of this Report. All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY25 are:

Mrs. Sukanya Rakesh, Chief Financial Officer

Mrs. Thenmozhi, Company Secretary and

Compliance Officer

During the year under review, there were no change in

the KMPs of the Company.

CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of National Stock Exchange of India Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause

to (i) and (t) of sub regulations (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to the highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders.

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 2024-25, the Company held 4 (Four) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz May 30, 2024,

August 12, 2024, November 13, 2024, and February 5, 2025. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings. Necessary 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. Director	Designation	meetings entitled	meetings attended
1. Mr. Jim Rakesh	Chairman & Managing Director	4	4
2. Mrs. Sukanya Rakesh	Whole-time Director & CFO	4	4
3. Mr. Murugan Munusamy Senthilkumar	Whole-time Director	4	4
4. Mr. Alagar Rajagopalan	Independent Director	4	4
5. Mr. C.D. Balaji	Independent Director	4	4
6. Mr. Ethirajulu Bandaru	Independent Director	4	4
7. Mr. J. Kenny Robert	Non-Executive Non- Independent Director	4	4

A detailed agenda, along with explanatory notes and all other relevant information, are circulated to the members of the Board in advance of each meeting. Comprehensive presentations covering all major functions and activities are made to the Board. The necessary strategic and material information is provided to the Board to ensure transparent decision-making.

The Non-Executive Directors, including Independent Directors, are entitled to sitting fees for attending meetings of the Board and its committees. The Company pays a sitting fee of Rs. 20,000 per meeting of the board and its committees to its Non-Executive Independent Directors and Non-Executive Directors who are not

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 2024 -25, The Audit Committee held four (4) meetings on May 30, 2024, August 12, 2024,

November 13, 2024 and February 5, 2025.

The composition of the Committee as on March 31, 2025 and the details of meetings attended by its members during the financial year 2024-2025 are given below:

part of the promoter/promoter group for attending these meetings.

Alagar Rajagopalan

Chairman 4 4

The remuneration of Executive Directors consists

of salary and other benefits. The Nomination and

(DIN: 00231112)

Remuneration Committee conducts an annual

appraisal of the Executive Directors performance

Ethirajulu Bandaru

Member 4 4

based on a thorough performance evaluation. It then recommends the compensation payable to them, within the parameters approved by the shareholders, for the Boards approval.

COMMITTEES OF THE BOARD

As on March 31, 2025, the company has four Board level committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

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.

AUDIT COMMITTEE

The Audit Committee of the Company consists of

3 Independent Directors and 1 Executive Director.

(DIN: 10006643)

C. D. Balaji Member 4 4

(DIN: 07800285)

Jim Rakesh Member 4 4

(DIN: 01722482)

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://

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://

During the Financial Year 2024-25, the Nomination and Remuneration Committee held 01 (One) meeting on December 24, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

C. D. Balaji Chairman 1 1

(DIN: 07800285)

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://

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

Ethirajulu

Bandaru

Member 1 1

Rule 9 of the Companies (Accounts) Rules 2014.

(DIN: 10006643)

Alagar Member 1 1

Rajagopalan

(DIN: 00231112)

During the Financial Year 2024-25, the Corporate Social Responsibility Committee meeting held 02 (Two) viz May 30, 2024 and February 5, 2025.

The composition of the Committee and the details of

Jim Rakesh

Member 1 1

meeting attended by its members are given below:

(DIN: 01722482)

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

1. Ethirajulu Bandaru

Chairman 2 2

Regulations and is available on the website of the

Company at https://

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The following Committee of Directors looks after the Investor Grievances. During the Financial Year 2024-25, the Company held 01 (One) Stakeholders Relationship Committee meeting on February 5, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Alagar Chairman 1 1

Rajagopalan

(DIN: 00231112)

(DIN: 10006643)

Alagar Member 2 2

Rajagopalan

(DIN: 00231112)

C. D. Balaji Member 2 2

(DIN: 07800285)

Jim Rakesh Member 2 2

(DIN: 01722482)

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee,

Ethirajulu Bandaru

Member 1 1

has formulated a framework containing, inter-alia,

the criteria for performance evaluation of the

(DIN: 10006643)

C. D. Balaji Member 1 1

(DIN: 07800285)

Jim Rakesh Member 1 1

(DIN: 01722482)

entire Board of the Company, its Committees and

individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has in place a familiarization program for its Independent Directors. The objective of the program is to familiarize Independent Directors on our Board with the business of the Company, industry in which the Company operates, business model, challenges etc. through various programs which includes interaction with subject matter experts within the Company, meetings with our business leads and functional heads on a regular basis.

The familiarization program and other disclosures as specified under the Listing Regulations is available on the Companys website.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on February 5, 2025 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:

(i). Performance of Non-Independent Directors and the Board of Directors as a whole;

Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

Assessment of the quality, quantity and timeliness of f low of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following:

Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

Policy for determination of "legitimate purposes"

forms part of this Code.

Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI.

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information. CODE OF CONDUCT Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company https:// All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company https:// All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

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:// Investor-corner/Policies/whis-blo-policy/index.html

AUDIT

STATUTORY AUDIT:

The current Statutory Auditors of the Company are M/s. Krishaan & Co (ICAI registration number 001453S) who have been appointed at the postal ballot held on March 18, 2025 to hold office till the conclusion of the 23 rd AGM.

The Auditors Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial year ended March 31, 2025. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

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, 2025, is attached as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in his Report.

COST AUDIT

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.

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, and Guarantees during the Financial Year under Section 186 of the Act.

The company has made investment in its subsidiary i.e.

ROX Hi-Tech PTE. Limited in Singapore.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, your directors confirm that there was no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its future operations.