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

FINANCIAL PERFORMANCE

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

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

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

On a standalone basis, total income increased by T 4,226.05
Lakhs, or 19.22%, to T 26,208.72 Lakhs in Fiscal 2025 from
T21,982.67 Lakhs in Fiscal 2024. Earnings Before interest,
tax, depreciation and amortization excluding other incomes
increased by T 268.55 Lakhs or 8.42 % to T 3,457.84 Lakhs in
fiscal 2025 as compared to T 3,189.29 Lakhs in fiscal 2024.
Profit before tax including exception items decreased by T
323.43 Lakhs, or 23.18%, to T 1,071.81 Lakhs in fiscal 2025
from T 1,395.24 in fiscal 2024. Profit after tax decreased by
T 357.3 Lakhs, or 32.57% to T 739.84 Lakhs in fiscal 2025
from T 1,097.14 Lakhs in fiscal 2024. Total comprehensive
income decreased by T -381.53 Lakhs or 34.85% to T 713.24
Lakhs in fiscal 2025 as compared to T 1094.77 Lakhs in fiscal
2024.

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

On consolidated basis, the total income increased by
T4,245.59 Lakhs, or 19.31%, to T 26,236.22 Lakhs in Fiscal
2025 as compared to T 21,990.63 Lakhs in Fiscal 2024.
Earnings Before interest, tax, depreciation and amortization
excluding other income & exceptional item (EBITDA)
increased by T 297.38 Lakhs or 9.26% to T 3,510.17 Lakhs
in fiscal 2025 as compared to T 3,212.79 Lakhs in fiscal
2024. The Profit before tax decreased by T 296.12 Lakhs or
20.87 % to T 1,122.62 Lakhs in Fiscal 2025 as compared
to T 1,418.74 Lakhs in Fiscal 2024. The Profit after tax
decreased by T 329.99 Lakhs or 29.45% to T 790.65 Lakhs in
Fiscal 2025 as compared to T1,120.64 Lakhs in Fiscal 2024.
Total comprehensive income decreased by T 341.77 Lakhs
or 30.83% to T 766.92 Lakhs in fiscal 2025 compared to
T 1,108.69 Lakhs in fiscal 2024.

The standalone and consolidated financial statements for
the fiscal ended March 31, 2025 forming part of this Annual
Report, have been prepared in accordance with the Indian
Accounting Standards (Ind AS) as notified by the Ministry of
Corporate Affairs.

During the year under review, the Hon’ble National Company
Law Tribunal (“NCLT”) Kolkata Bench, on August 30, 2024,
approved the Scheme of Demerger between Rossell India
Limited and Rossell Techsys Limited. Pursuant to the approval,
the Company allotted equity shares in the ratio of 1:1 to the
shareholders of Rossell India Limited. The Company got listed
on the BSE & NSE platform on 09 December 2024

REVISION OF FINANCIAL STATEMENTS:

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

TRANSFER TO RESERVES:

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

DIVIDEND

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

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act,
2013, read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(“IEPF Rules”), all unpaid or unclaimed dividends are required
to be transferred to the Investor Education and Protection
Fund (IEPF), established by the Government of India, upon
36 completion of seven years. Additionally, in accordance with
the IEPF Rules, shares on which dividends have not been paid
or claimed for seven consecutive years or more must also be
transferred to the demat account of the IEPF Authority.

I—

During the year under review, the Hon’ble National Company
Law Tribunal (“NCLT”) Kolkata Bench, on 30 August 2024,
approved the Scheme of Demerger between Rossell India
Limited and Rossell Techsys Limited. Pursuant to the approval,
the Company allotted equity shares in the ratio of 1:1 to the
shareholders of Rossell India Limited. In accordance with the
> Scheme, a total of 323,534 equity shares were allotted to
the Investor Education and Protection Fund (IEPF) account
established by the Government of India, which was one of the
m shareholders of Rossell India Limited.”

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

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

SHARE CAPITAL

The authorized share capital was 712,00,00,000/- (Rupees
Twelve Crore Only) comprising 6,00,00,000 (Six Crore)
equity shares of 72/- each and paid-up Equity Share Capital

was 77,53,92,950/- (Rupees Seven Crore Fifty Three Lakh
Ninety Two Thousand Nine Hundred Fifty Only) comprising

3.76.96.475 (Three Crore Seventy Six Lakh Ninety Six
Thousand Four Hundred Seventy Five) equity shares of 72/-
each as on March 31, 2025.

During the financial year 2024-25, the Scheme of
Arrangement between Rossell India Limited (“RIL”) and Rossell
Techsys Limited (“RTL”) was approved by the Hon’ble National
Company Law Tribunal (NCLT), Kolkata Bench, on 30 August
2024.

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

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

ISSUANCE OF SHARES FOR CONSIDERATION OTHER
THAN CASH

The Board of Directors of the Company has allotted

3.76.96.475 equity shares of INR 2 each were issued
and allotted to the shareholders of RIL in accordance with
the Share Entitlement Ratio on September 25, 2024, as
consideration for the demerger pursuant to the Scheme of
Arrangement between Rossell India Limited (“RIL”) and Rossell
Techsys Limited (“RTL”) was approved by the Hon’ble National
Company Law Tribunal (NCLT), Kolkata Bench, on 30 August
2024.

LISTING ON STOCK EXCHANGES:

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

DEPOSITORY SYSTEM:

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

BUY BACK OF SHARES:

Your Company has not bought back any shares during the
year

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

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

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

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

DEPOSITS:

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

RELATED PARTY TRANSACTIONS

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES

All related party transactions entered into during the financial
year 2024-25 were conducted at arm’s length and in the
ordinary course of business. During the year under review,
there were no transactions requiring Board approval under

Section 188(1) of the Companies Act, 2013. The details of
the Related Party Transaction is available under Note No.
36 of the Standalone Financial Statement for the year under
review.

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

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

COMPOSITION OF BOARD AND COMMITTEES

The Company has a professional Board with Executive
Directors and Non- Executive Directors who brings the right
mix of knowledge, skills and expertise and help the Company
in implementing the best Corporate Governances practise.
In accordance with the provisions of the Companies Act,
2013, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Articles of Association of the
Company the Board of Directors is duly constituted during
the year. For more details, please refer to the relevant section
of Corporate Governance Report forming part of this Report.

As at March 31, 2025, the Board of the Company comprises
of 6 Directors of which 2 are Executive Directors, 1 is Non¬
Executive Non-Independent Director and 3 are Non-Executive
Independent Directors, details of which are provided below:

Details of Directors appointed on the Board

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

During the financial vear 2024-25, the following changes were made to the Board:

DIRECTORS’ RE-APPOINTMENT BY ROTATION

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

Your Directors recommend his re-appointment on the Board
of the Company. Disclosures pertaining to Director being
re-appointed as required under the SEBI Listing Regulations
and Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India is provided in the
explanatory statement to the Notice convening the Annual
General Meeting of the Company for reference of the
Shareholders.

During the financial year 2024-25, five meetings of the
Board of Directors were held. Details of these meetings, along
with those of the Board Committees, are provided in the
Corporate Governance Report. The Company has complied
with the statutory requirement that the interval between any
two Board meetings did not exceed 120 days.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

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

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

We affirm that the remuneration paid to the Director
in accordance with the terms set out in the Compa
Nomination and Remuneration Policy. Details of this po
are included in the Corporate Governance Report, appen
as Annexure 7 to this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all
Independent Directors confirming that they meet
criteria of independence as prescribed under Section 14
of the Companies Act, 2013, the rules framed thereun
and Regulation 16 of the SEBI (Listing Obligations
Disclosure Requirements) Regulations, 2015, along w
other applicable provisions. The Independent Directors h
also affirmed compliance with the provisions of Section
of the Companies Act, 2013, including any amendment:
notifications issued from time to time, and have confirm
adherence to the Company’s Code of Conduct.

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

FAMILIARISATION PROGRAMME FOR BOA
MEMBERS:

In accordance with the SEBI (Listing Obligations
Disclosure Requirements) Regulations, 2015, the Comp
has implemented a structured Familiarisation Programme
its Non-Executive Directors, including Independent Direct
The objective of the programme is to provide Directors w
insights into the Company’s business operations, indu
landscape, and their roles and responsibilities, ther
enabling them to contribute effectively to the Boa
functioning.

1. Induction Programme for New Directors

Upon appointment, newly inducted Directors
provided with:

• Copies of the Company’s key policies, code:
conduct, and governance documents.

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

• Interactions with senior management to gain
a deeper understanding of the Company’s
operations.

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

2. Annual Familiarisation Programme

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

• The Company’s strategic priorities and operational
performance.

• Industry developments and regulatory changes.

• Emerging risks and opportunities relevant to the
business.

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

DETAILS OF AMOUNT RECEIVED FROM A DIRECTOR OF
THE COMPANY:

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

BOARD EVALUATION:

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

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

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

BOARD COMMITTEES

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

Audit Committee

Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
KEY MANAGERIAL PERSONNEL

The list of Key Managerial Personnel as per the Act is as below
as of March 31 9095

Changes in Key Managerial Personnel

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

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

Desai, a qualified Company Secretary, was appointed as the
Company Secretary and Compliance Officer with effect from
May 27, 2025.

AUDITORS & AUDIT REPORTS
STATUTORY AUDITORS

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

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

STATUTORY AUDIT REPORT

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

INTERNAL AUDITOR

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

SECRETARIAL AUDITOR

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

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

Further, pursuant to recent amendments to the SEBI Listing
Regulations, the Board at its meeting held on 13 August
2025, has approved the appointment of BMP & Co LLP as
Secretarial Auditors for a term of five years, subject to the

approval of shareholders at the ensuing Annual General
Meeting. Their tenure will commence from the conclusion of
the ensuing AGM and will continue until the conclusion of the
AGM to be held in the financial year 2030.

SECRETARIAL AUDIT REPORT

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

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

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

COST AUDITOR, COST ACCOUNTS AND RECORDS

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

HUMAN RESOURCES

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

PARTICULARS OF EMPLOYEES

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

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

EMPLOYEE STOCK OPTIONS

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

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

While no ESOS was considered during the year under review,
the Company remains committed to exploring suitable

mechanisms in the future to attract, retain, and reward high-
performing talent, subject to regulatory compliance and
shareholder approval, wherever applicable.

DETAILS OF SUBSIDIARY COMPANIES

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

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

The Board of Directors of the Company has adopted a Policy
for determining material subsidiaries in line with the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. The Policy is available at Company’s website at
www.rosselltechsyslimited.com

For the financial year 2024-25, No company is categorized as
material subsidiary(s) of the Company as per the thresholds
laid down under the SEBI Listing Regulations.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF
INTERNAL FINANCIAL CONTROLS

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

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

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

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

VIGIL MECHANISM/ WHISTLE-BLOWER:

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

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

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

RISK MANAGEMENT

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

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

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

SECRETARIAL STANDARD

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

AWARDS RECEIVED DURING THE YEAR:

During the year, the following awards were received

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention
of Insider Trading (“Code”) in accordance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The
objective of the Code is to regulate trading in the Company’s
securities by Directors, Designated Persons, and Connected
Persons, while safeguarding the interests of shareholders.

The Code is designed to prevent the misuse of unpublished
price sensitive information (UPSI) and strictly prohibits insider
trading. It mandates pre-clearance of all transactions in the
Company’s securities by Designated Persons, which include
Directors and Designated Employees. Additionally, it prohibits
trading by Designated Persons while in possession of UPSI.

The Chief Financial Officer is entrusted with the responsibility
of implementing and monitoring compliance with the Code
of Conduct for Prevention of Insider Trading. In addition,
the Company has adopted a Code of Fair Disclosure of
Unpublished Price Sensitive Information (UPSI), which
sets out the principles and procedures for transparent and
equitable dissemination of UPSI. This Code is available on the
Company’s website at: https://rosselltechsys.com/investor-
relations/corporate-governance/#policies.

To ensure strict compliance, the Company regularly notifies
Designated and Connected Persons of trading restrictions
during periods when UPSI is accessible. Moreover, as a
proactive measure, the Company freezes the Permanent
Account Numbers (PANs) of such individuals on the
NSDL platform—its designated Depository Participant—
during trading window closures, particularly around the
announcement of financial results

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

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

The Corporate Governance Report includes comprehensive

disclosures on the Company’s Code of Conduct, Board
Evaluation, Board Diversity Policy, Training and Familiarization
Programme for Independent Directors, Whistle Blower Policy/
Vigil Mechanism, and the Nomination and Remuneration
Policy.

DISCLOSURE EXTRACT OF THE ANNUAL RETURN

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

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

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
(BRSR)

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

During the financial year 2024-25, the Company reaffirmed
its commitment to social development by supporting
initiatives focused on education and hunger eradication. A
total of 712.25 lakhs was spent on CSR activities.

As part of its long-term commitment to empowering future
generations through quality residential education, the
Company contributed 77.00 lakhs to Shanti Bhavan School,
sponsoring the education of four underprivileged children.

Additionally, a contribution of 35.25 lakhs was made to
the Akshaya Patra Foundation to support its Mid-Day Meal
Program, which provides nutritious meals to school children
and helps combat classroom hunger.

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

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

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

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

INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

SETTLEMENTS WITH BANKS OR FINANCIAL
INSTITUTIONS:

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

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

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

INSURANCE:

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

OTHER DISCLOSURES:

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

Equity Shares:

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

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

Managing Director’s Remuneration:

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

Change in Nature of Business:

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

The Company is engaged in the business of manufacturing,
buying, selling, exporting, importing, dealing in, assembling,
fitting, repairing, converting, overhauling, altering,

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

There was no change in the nature of the Company’s business
during the year.

Anti-Sexual Harassment Policy:

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

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

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

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

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

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

Maternity Benefits:

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

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

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

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

GREEN INITIATIVE

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

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

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

ACKNOWLEDGEMENT

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

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

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

For Rossell Techsys Limited

Sd/- Sd/-

Rishab Mohan Gupta Digant Parikh

DIN: 05259454 DIN:00212589

Managing Director Director

Place: Bangalore
Date: 13 August 2025