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

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 518,650.68 Lakhs,
reflecting a 6% increase over the previous year's
517,605.86 Lakhs. Profit after tax (PAT) stood at 51,931.78
Lakhs, decreased by 9% as against 52,124.20 Lakhs

in FY 2023-24. Earnings per share (EPS) was 58.46, as
compared to 59.30 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 Company's website at link https://www.rox.co.in/
Investor-corner/Policies/div-dis-policy/index.html.

There is no amount lying with the Company as unpaid/
unclaimed dividend which is to be transferred to
Investors Education and Protection Fund ("IEPF")
of the Central Government pursuant to Section
124(5) of the Act.

TRANSFER TO RESERVES

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:

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

b) SWEAT EQUITY: The Company has not issued any
Sweat Equity Shares during the year under review.

c) BONUS SHARES: The Company has not issued any
Sweat Equity Shares during the year under review.

d) 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.

e) 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.

f) 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:

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

Ý 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.

Ý 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.

Ý 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://www.rox.co.in/index.html

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The Policy on related party transactions is available at
https://www.rox.co.in/index.html.

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 arm's 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 arm's 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
Company's 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:

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

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

(c) 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;

(d) Sustainability Risk - Actions causing environmental
damage; Compromising human rights or labor
rights; Threatening occupational health and safety;

(f) Cyber security risk - Loss of Company's 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
Company's 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 Act's 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:

Ý Walk through of the PoSH Act

Ý What is covered under sexual harassment

Ý Gender based scenarios under PoSH

Ý Sexual Harassment during remote working

Ý How to raise a complaint

Ý 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 member's or partner's
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:

A. CONSERVATION OF ENERGY:

We are committed to sustainability as a key driver of
long-term value for our stakeholders and clients. Over the
past year, we've 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. We've 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.

(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:

Ý Investing in emerging technologies such

as Generative AI and cybersecurity to meet
evolving global demand

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

Ý Establishing strategic alliances and

local partnerships

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 Company's website and can be
accessed at https://www.rox.co.in.

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:

Ý Mrs. Sukanya Rakesh, Chief Financial Officer

Ý 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
(b) 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.

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

The remuneration of Executive Directors consists
of salary and other benefits. The Nomination and
Remuneration Committee conducts an annual
appraisal of the Executive Directors' performance
based on a thorough performance evaluation. It then
recommends the compensation payable to them,
within the parameters approved by the shareholders,
for the Board's approval.

COMMITTEES OF THE BOARD

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

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Corporate Social Responsibility Committee

The composition of various Committees of the Board of
Directors is available on the website of the Company.
The Board is responsible for constituting, assigning,
co-opting and fixing the terms of reference of various
committees. Details on the role and composition of these
committees, including the number of meetings held
during the financial year and the related attendance
are provided below.

A. AUDIT COMMITTEE

The Audit Committee of the Company consists of
3 Independent Directors and 1 Executive Director.

The Chairman of the Audit Committee is financially
literate and majority of them having accounting
or related financial management experience.
Company Secretary acts as Secretary to the Committee.

During the Financial Year 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:

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://www.rox.co.in.

B. NOMINATION AND REMUNERATION COMMITTEE

In pursuant to the provisions of section 178 (4)
of the Companies Act, 2013, the Nomination and
Remuneration Policy recommended by the Nomination
and Remuneration committee is duly approved by the
Board of Directors of the Company. Policy is disclosed on
the website of the Company viz. https://www.rox.co.in.

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:

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://www.rox.co.in.

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:

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://www.rox.co.in.

D. CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE

The Corporate Social Responsibility Committee has been
formed by the Board of Directors, in terms of Section 135
of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and
Rule 9 of the Companies (Accounts) Rules 2014.

During the Financial Year 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
meeting attended by its members are given below:

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,
has formulated a framework containing, inter-alia,
the criteria for performance evaluation of the
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 Company's 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://www.rox.co.in.

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;

(ii) . Performance of the Chairman of the Company

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

(iii) . 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:

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

II. Policy for determination of "legitimate purposes"
forms part of this Code.

III. 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://www.rox.co.in. 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://www.rox.co.in. 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 Company's 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://www.rox.co.in/
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.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013,
with respect to Directors' Responsibility Statement it is
hereby confirmed that:

a) in the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards read with requirements set out under
Schedule III to the Act have been followed and there
are no material departures from the same;

b) the Directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31,
2025 and of the profit of the Company for the year
ended on that date;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the Directors have prepared the annual accounts on
a going concern basis;

e) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable
Secretarial Standards i.e. SS-1 and SS-2, relating to
'Meetings of the Board of Directors' and 'General
Meetings', respectively issued by the Institute of
Company Secretaries of India ('ICSI') and approved by
the Central Government under Section 118 (10) of the Act
for the Financial Year ended 2024-25.

PENALTIES

There were no penalties, strictures imposed on the
company by stock exchange(s) or SEBI or any statutory
authority, on any matter related to capital markets,
during the year.

SCORES

SEBI processes investor complaints in a centralized
web-based complaints redressal system i.e.
SCORES. Through this system a shareholder can lodge
complaint against a company for his grievance.
The company uploads the action taken on the
complaint which can be viewed by the shareholder.
The company and shareholder can seek and provide
clarifications online through SEBI.

ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/p/
CIR/2023/145 dated 31^st July, 2023, on "Online Resolution
of Disputes in the Indian Securities Market" a common
Online Dispute Resolution Portal ("ODR Portal") which
harnesses online conciliation and online arbitration for
resolution of disputes arising in the Indian Securities
Market. SMART ODR Portal (Securities Market Approach
for Resolution through ODR Portal) can be accessed via
the following link - https://smartodr.in/login

RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of Securities and Exchange
Board of India (Depositories Participants) Regulations,
2018 a Company Secretary in Practice carries out audit
of Reconciliation of Share Capital on quarterly basis to
reconcile the total admitted equity share capital with
the National Securities Depository Limited (NSDL) and
the Central Depository Services (India) Limited (CDSL)
and the total issued and listed equity share capital.
The audit report confirms that the total issued/paid-up
capital is in agreement with the total number of shares
in physical form and the total number of dematerialized
shares held with NSDL and CDSL. The said report, duly
signed by practicing company secretary is submitted
to stock exchanges where the securities of the company
are listed within 30 days of the end of each quarter and
this Report is also placed before the Board of Directors
of the company.

INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company
to the date of this report, there were no complaints
received from the investors. The designated email id for
Investor complaint is cs@rox.co.in.

UTILIZATION OF FUNDS RAISED THROUGH
PUBLIC ISSUE

The Company had raised funds through Initial Public
Offer (IPO) during November 2023 where the equity
shares are listed on EMERGE Platform of National Stock
Exchange of India Ltd. The proceeds of aforesaid issue
being utilized, for the purpose for which it was raised by
the Company in accordance with the terms of the issue.

There was no deviation(s) or variation(s) in the
utilization of public issue proceeds from the objects as
stated in the prospectus dated November 13, 2023.

THE DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF.

During the year, there were no instances where
your Company required the valuation for one time
settlement or while taking the loan from the Banks or
Financial institutions.

DISCLOSURE UNDER MATERNITY BENEFITS
ACT, 1961

Your Company complies with the provisions of the
Maternity Benefits Act, 1961, ensuring eligible women
members receive their statutory entitlements,
including up to 182 days of fully paid maternity
leave and additional provisions in cases of medical
complications or pregnancy loss. These benefits reflect
our commitment to creating a compliant, inclusive, and
supportive workplace that prioritizes the health and
well-being of expecting and new mothers.

MATERIAL CHANGES FROM THE DATE OF
CLOSURE OF THE FINANCIAL YEAR IN THE
NATURE IF BUSINESS AND THEIR EFFECT ON
THE FINANCIAL POSITION OF THE COMPANY:

There has been no change in the nature of business of
the Company in the Financial Year under review.

(1) The details of Directors who were appointed or have
resigned during the year;

During the period under review, there is no
appointment or resignation of directors
of the company.

(2) The details or significant and material orders
passed by the regulators or courts or tribunals
impacting the going concern status and company's
operations in future.

The Company has not received any significant or
material orders passed by any regulatory authority,
court or tribunal which shall impact the going concern
status and Company's operations in future.

INSOLVENCY AND BANKRUPTCY CODE

During the year, there was no application made or
any proceeding pending under the Insolvency and
Bankruptcy Code, 2016, hence the requirement to
disclose the details of application made or proceeding
pending at the end of financial year is not applicable.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate
Governance Report with the Auditors' Certificate
thereon, and the Management Discussion and Analysis
are attached as a separate section, which forms part
of the Annual Report. In accordance with Regulation
of the SEBI Listing Regulations, covering disclosures on
the Company's performance on corporate parameters
and corporate social responsibility for FY 2024-25 in
the prescribed format, is part of this Annual Report. As
per Regulation 43A of the SEBI Listing Regulations, the
Dividend Distribution Policy is disclosed in the Corporate
Governance Report and is uploaded on the Company's
website at https://www.rox.co.in.

REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing of its shares on the
Stock Exchange, the Company appointed Purva Share
Registry (India) Private Limited as its RTA. Details of the
RTA are given below.

Purva Share Registry (India) Private Limited

CIN: U67120MH1993PTC074079
No 9, Shiv Shakti Industrial Estate,

Mumbai - 400011, Maharashtra, India

Tel: 91 022 2301 8261 , Fax No: 91 022 2301 2517

E-mail: support@purvashare.com,

Website: www.purvashare.com

COMPLIANCE OFFICER DETAILS AND ADDRESS
FOR CORRESPONDENCE
Ms. Thenmozhi

Company Secretary & Compliance Officer
Registered Office: Old No. 101B, New No. 160, 1^st & 3^rd
Floor, Mahalingapuram High Road, Nungambakkam,
Chennai 600034.

Contact No. 91 44 2817 3449
Email: cs@rox.co.in

ACKNOWLEDGEMENTS

Your Directors have pleasure in recording their
appreciation for all the guidance and co-operation
received from all its customers, Members, investors,
vendors, partners, bankers, government authorities
and other stakeholders for their consistent support to
your Company in its operations. The Board of Directors
wish to place on record its deep sense of appreciation
for the committed services by all the employees
of the Company.

For and on behalf of the Board of Directors of
ROX Hi-Tech Limited

Sd/- Sd/-

Sukanya Rakesh Jim Rakesh

Whole-Time Director Chairman and Managing Director

DIN: 01722486 DIN: 01722482

ROX HI-TECH LIMITED

CIN: L51506TN2002PLC048598
Old No. 101B, New No. 160,

1^st & 3^rd Floor, Mahalingapuram High Road
Nungambakkam, Chennai 600034.
investor@rox.co.in
www.rox.co.in

Date: May 28, 2025
Place: Chennai