Your Directors hereby present the Thirty First Annual Report together with the Audited Accounts of thecompany for the financial year ended 31st March, 2025.
The financial highlights for the current year in comparison to the previous year are as under:
PARTICULARS
Current Year(2024-25)
Previous Year(2023-24)
Revenue from Operations
4825.26
3300.49
Other Income
9.00
12.68
Total Revenue
4834.26
3313.17
Total Expenditure (Before Financial Charges, Depreciation)
4443.14
2966.86
Profit before Finance Charges, Tax Expenses,Exceptional items and Depreciation
391.12
346.31
Less : Depreciation
12.98
9.15
Profit before Finance Charges, Tax Expenses, Exceptional items
378.12
337.16
Less : Finance Charges
26.00
36.34
Profit before Tax Expenses and Exceptional items
352.12
300.82
Add : Exceptional Items
-
Profit before Tax
Provision for Tax
89.37
77.34
Profit after Tax
262.75
223.48
Total Comprehensive Income
262.73
Less: Transfer to Reserves
Balance
Balance of profit of earlier years
292.59
219.18
Less : Dividend Paid on Equity Shares
75.03
150.07
Dividend Distribution Tax
Bonus issue
Balance Carried Forward
480.28
COMPANY PERFORMANCE:
In the Financial Year 2024-25, your Company has made a revenue of Rs. 4834.3 Lacs in the currentfinancial year as compared to Rs. 3313.170 Lacs for the previous financial year. Your Company has postednet profit after tax of Rs. 262.73 Lacs in the current year as compared to Rs. 223.48 Lacs in the previousfinancial year. Your Directors are confident of increasing the top line to achieve sustainable growth in thebusiness of the Company.
The Board recommends Final dividend of Re.0.5 /- per Equity Share i.e.5% on face value of Rs.10/- perequity share to the shareholders for the financial year 2024-25.
Your Company has not transferred any amount to reserves during the financial year.
Till date the Company does not have any Subsidiaries, Associates or Joint Ventures.
During the reporting period, Board of Directors, based on the recommendation of the Nomination andRemuneration Committee in their meeting held on 16th August, 2024 has appointed Sri. Gamini RamalakshmiNarayana Rao (DIN: 02784846) as an Additional Director of the Company in the category of IndependentDirector, and appointment was regularized by the shareholders in their 30th AGM held on 27th September,
2024 as Non Executive Independent Director of the Company for a period of 5 years.
As per the provisions of Companies Act, 2013, Smt. Gokaraju Parvathi, retires by rotation and being eligible,offers herself for reappointment at the 31st Annual General Meeting (AGM) of the Company scheduled tobe held on 29th September 2025.
Further after the closure of financial year,
Board of Directors in their meeting held on 30th August, 2025 have approved appointment of Sri. RamaKrishna Chilukuri as Independent Director of the Company subject to approval of shareholders. Accordingly,Board of Directors seeks approval of shareholders for appointment of shri Rama Krishna Chilukuri
Sri P Lenin Babu, Company Secretary of the Company have resigned from the office of Company Secretaryand Compliance Officer of the Company with effect from 4th August, 2025 and Sri K S Gaurav Tummalawas appointed as Company Secretary and Compliance Officer of the Company with effect from 5th August,
2025
Except for the above there has been no changes in the office of directors or key managerial personnelduring the year and post closure of Financial year till the date of Board Report date.
Every Independent Director, at the first meeting of the Board in which he participates as a Director andthereafter at the first meeting of the Board in every financial year, gives a declaration that he meets thecriteria of independence as provided under the Companies Act, 2013.
During the year, five meetings of Board of Directors were held as more particularly disclosed in the attachedreport of Corporate Governance. The intervening gap between any two meetings was within the prescribedperiod.
The Number and dates of meeting held by the Board and its Committees, attendance of Directors is givenseparately in Corporate Governance Report in terms of Section 134(3)(b) of the Companies Act, 2013.
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best oftheir knowledge and belief and according to the information and explanation obtained by them.
i. That in the preparation of Annual Accounts for the financial year ended 31st March, 2025, the applicableaccounting standards have been followed along with the proper explanation relating to materialdepartures, if any, there from;
ii. That the directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit of the company for thatperiod.
iii. That the directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities
iv. That the directors have prepared the annual accounts on a going concern basis.
v. The Directors had laid down Internal Financial Controls to be followed by the Company and that suchInternal Financial Controls are adequate and were operating efficiently.
There is no change in the nature of business during the FY 2024-25.
There are no material changes and commitments affecting the financial position of the company occurredbetween the end of the financial year of the company to which the financial statements relate and the dateof the report.
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policyfor selection and appointment of Directors and Senior Management personnel and fix their remuneration.The Remuneration Policy is posted on the website of the Company at the link: www.radixindustries.in
Company has not given any loans or made any investments or provided any guarantee covered under theprovisions of Section 186 of the Companies Act, 2013.
The Annual Return of the Company as on 31st March, 2025 is available on the Company's website and canbe accessed at www.radixindustries.in
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewithannexed as "Annexure I" to this report.
The Company has in place proper and adequate internal control systems commensurate with the nature ofits business, and size and complexity of its operations. Internal control systems comprising of policies andprocedures designed to ensure reliability of financial reporting, timely feedback on achievement of operationaland strategic goals, compliance with policies, procedure, applicable laws and regulations, and that allassets and resources acquired are used economically
M/s. Brahmayya and Co, Chartered Accountants (Firm Registration No.000513S) were appointed asStatutory Auditors of the Company for a period of 5 Years from the Conclusion of 30th Annual GeneralMeeting of the Company till the conclusion of 35th Annual General Meeting of the Company. The IndependentAuditors report given by M/s. Brahmayya and Co, Chartered Accountants, the Statutory Auditors of theCompany on Financial Statements of the Company does not contain any qualification, reservation or adverseremark.
During the year under review, there was no instance of fraud, which required the Statutory Auditors toreport to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and therules made there under.
The Board of Directors based on the recommendation of the Audit Committee have re-appointed Sri.Papolu Anjaneyulu, Chartered Accountants, as internal Auditors of the Company for the FY 2025-26. TheInternal Auditors are submitting their reports on quarterly basis.
Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. P. S. Rao & Associates,Practicing Company Secretaries, to conduct Secretarial Audit for 2024-25. The Secretarial Audit Report,pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31st March, 2025 isgiven in 'Annexure II' attached hereto and forms part of this Report.
During the year under review following qualifications given by Secretarial Auditors.
Delay in submission of Disclosure of voting results in XBRL for the Annual General Meeting aftertwo working days of completion of meeting which is violation of Regulation 44(3) of SEBI (LODR)Regulations, 2015.
Reply to Qualification of Secretarial Auditors:
Due to Technical glitch in the listing portal the voting results in XBRL submitted by the Company on October1, 2024, within prescribed period could not generate acknowledgement and accordingly we had to submitagain on October 3, 2024.
The Annual Secretarial Compliance Report issued by M/s. P.S. Rao & Associates, Company Secretariespursuant to SEBI circular dated February 8, 2019 is forming part of the Corporate Governance Report.
The Board has recommended to the members for their approval, appointment of M/s. P.S. Rao & Associates,Practicing Company Secretaries, as the Secretarial Auditor of the Company, for a term of 5 (five) consecutivefinancial years commencing from the financial year 2025-26 to the financial year 2029-30. A resolutionseeking the approval of the Members for the aforesaid appointment forms part of the Notice convening the31st Annual General Meeting of the Company
Company is not required to maintain cost records as specified by the Central Government under sub¬section (1) of section 148 of the Companies Act, 2013
The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, ifany in the group. The details of the Policy are explained in the Corporate Governance Report and alsoposted on the website of the Company www.radixindustries.in
The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgoas required by section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules,2014 are given as "Annexure - III" and forms part of this report.
There were no fresh contracts or arrangements with related parties as specified in section 188 of the Act,during the financial year 2024-25. However, Company has entered into related party transaction for during
>
the year in the ordinary course of business. The details of the same are provided in AOC-II as Annexure -IV to this report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANYINCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OFTHE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:
The Company has risk management mechanism in place which mitigates the risk at appropriate situationsand there are no elements of risk, which in the opinion of Board of Directors may threaten the existence ofthe Company.
The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013 regardingCorporate Social Responsibility.
Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding ason the date of the Balance sheet.
There are no significant material orders passed by the Regulators / Courts which would impact the goingconcern status of the Company and its future operations.
Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and Disclosure Requirements)Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as "Annexure - V"to this report.
During the year under review your Company has complied with the respective Secretarial Standards issuedby the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.
The Company has implemented the procedures and adopted practices in conformity with the Code ofCorporate Governance under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.A separate report on Corporate Governance is annexed as "Annexure - VI" herewith, as a part of theAnnual Report along with the certificate on its compliance.
Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view,your Company takes utmost care to attract and retain quality employees. The employees are sufficientlyempowered and such work environment propels them to achieve higher levels of performance. Theunflinching commitment of the employees is the driving force behind the Company's vision. Your Companyappreciates the spirit of its dedicated employees.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the SexualHarassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexual harassment. Allemployees (permanent, contractual, temporary, trainees) are covered under this policy.
The Internal Committee (IC) as provided in the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal), Act, 2013 is duly constituted by the Company to redress complaints receivedregarding sexual harassment.
The details of the complaints received during the financial year and status of the same is given below:
a)
Number of complaints of sexual harassment received/ filed during the financial year
Nil
b)
Number of complaints disposed-off during the financial year
There was no case which was pending for more than 90 days.
i. Female:1
ii. Male: 9
iii. Others: -LISTING:
Your Company's shares are presently listed on The BSE Limited, Mumbai and the listing fees for F.Y 2025¬26 is paid.
During the year under review, the Company has not filed any application or no proceeding is pendingagainst the Company under the Insolvency and Bankruptcy Code, 2016.
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 ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the year under review, the Company has not made any one-time settlement while taking any loansfrom the Banks or Financial Institutions.
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, andhas extended all statutory benefits to eligible women employees during the year.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its ownperformance, the Directors individually as well as the evaluation of the working of its Audit, Nomination andRemuneration and Shareholders Grievance Committees.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors,covering various aspects of the Board's functioning such as adequacy of the composition of the Board andits Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including theChairman of the Board, who were evaluated on parameters such as level of engagement and contribution,independence of judgments, safeguarding the interest of the Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors who also reviewed the performance of the Secretarial Department. The Directorsexpressed their satisfaction with the evaluation process.
Your Directors express their sincere appreciation to the customers, members, dealers, employees, bankers,State and Central Government, Stock Exchanges and all stakeholders for their co-operation and confidencereposed in the Company.
G Raghu Rama RajuChairman & Managing Director
Place: Tanuku (DIN: 00453895)
Date : 30.08.2025