To
The Members,
Rossell Techsys Limited Dear Members,
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
(Rs. in Lakhs)
|
Standalone |
Consolidated |
|
|
Particulars |
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
| Total Income |
26,208.72 |
21,982.67 |
26,236.22 |
21,990.63 |
| Total Expenses |
25,136.91 |
20,587.43 |
25,113.60 |
20,571.89 |
| Earnings before interest, tax, depreciation and amortization less other
incomes |
3,457.84 |
3,189.29 |
3,510.17 |
3,212.79 |
| Profit before Tax (PBT) |
1,071.81 |
1,395.24 |
1,122.62 |
1,418.74 |
| Tax expense |
331.97 |
298.10 |
331.97 |
298.10 |
| Profit after Tax (PAT) |
739.84 |
1,097.14 |
790.65 |
1,120.64 |
| Total Comprehensive Income including exceptional item |
713.24 |
1,094.77 |
766.92 |
1,108.69 |
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 4,226.05 Lakhs, or 19.22%, to
26,208.72 Lakhs in Fiscal 2025 from 21,982.67 Lakhs in Fiscal 2024. Earnings Before
interest, tax, depreciation and amortization excluding other incomes increased by 268.55
Lakhs or 8.42 % to 3,457.84 Lakhs in fiscal 2025 as compared to 3,189.29 Lakhs in fiscal
2024. Profit before tax including exception items decreased by 323.43 Lakhs, or 23.18%, to
1,071.81 Lakhs in fiscal 2025 from 1,395.24 in fiscal 2024. Profit after tax decreased by
357.3 Lakhs, or 32.57% to 739.84 Lakhs in fiscal 2025 from 1,097.14 Lakhs in fiscal 2024.
Total comprehensive income decreased by -381.53 Lakhs or 34.85% to 713.24 Lakhs in fiscal
2025 as compared to 1094.77 Lakhs in fiscal 2024.
The net worth of the Company on standalone basis in fiscal 2025 stands at 13,235.95
Lakhs as compared to 12,579.26 Lakhs in fiscal 2024.
On consolidated basis, the total income increased by 4,245.59 Lakhs, or 19.31%, to
26,236.22 Lakhs in Fiscal 2025 as compared to 21,990.63 Lakhs in Fiscal 2024.
Earnings Before interest, tax, depreciation and amortization excluding other income
& exceptional item (EBITDA) increased by 297.38 Lakhs or 9.26% to 3,510.17 Lakhs in
fiscal 2025 as compared to 3,212.79 Lakhs in fiscal 2024. The Profit before tax decreased
by 296.12 Lakhs or 20.87 % to 1,122.62 Lakhs in Fiscal 2025 as compared to 1,418.74 Lakhs
in Fiscal 2024. The Profit after tax decreased by 329.99 Lakhs or 29.45% to 790.65 Lakhs
in Fiscal 2025 as compared to 1,120.64 Lakhs in Fiscal 2024. Total comprehensive income
decreased by 341.77 Lakhs or 30.83% to 766.92 Lakhs in fiscal 2025 compared to 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 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. 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 shareholders of Rossell India Limited."
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 12,00,00,000/- (Rupees Twelve Crore Only) comprising
6,00,00,000 (Six Crore) equity shares of 2/- each and paid-up Equity Share Capital was
7,53,92,950/- (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 2/-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:
Description |
No. of Holders |
No. of Shares |
% of Equity |
| Physical |
|
0 |
0.00 |
| NSDL |
3,76,96,475 |
3,44,44,985 |
91.37 |
| CDSL |
|
32,51,490 |
8.63 |
| Total |
|
3,76,96,475 |
100.00 |
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
Name |
Designation |
| Mr. Harsh Mohan Gupta |
Director & Executive Chairman |
| Mr. Rishab Mohan Gupta |
Managing Director |
| Mr. Digant Parekh |
Non- Executive Director |
| Mr. Arvind Ghei |
Independent Director |
| Mr. Shobhana Joshi |
Women Independent Director |
| Mr. Talari Suvarna Raju |
Independent Director |
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 year 2024–25, the following changes were made to the Board:
Name |
Designation |
Nature of Change |
Date of Change |
| Mr. Harsh Mohan Gupta |
Director & Executive Chairman |
Appointment |
03 September 2024 |
| Mr. Digant Parekh |
Non- Executive Director |
Appointment |
03 September 2024 |
| Mr. Arvind Ghei |
Independent Director |
Appointment |
03 September 2024 |
| Mr. Ajai Shukla |
Independent Director |
Resignation |
06 February 2025 |
| Mr. Shobhana Joshi |
Women Independent Director |
Appointment |
03 September 2024 |
| Ms. Vinita Gupta |
Director |
Resignation |
03 September 2024 |
| Ms. Samara Gupta |
Director |
Resignation |
03 September 2024 |
| Mr. Talari Suvarna Raju |
Independent Director |
Appointment |
06 February 2025 |
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.
Sl. No |
Date of the Meeting |
| 1 |
28 May 2024 |
| 2 |
03 September 2024 |
| 3 |
25 September 2024 |
| 4 |
12 November 2024 |
| 5 |
06 February 2025 |
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 Directors is in accordance with the terms
set out in the Company's Nomination and Remuneration Policy. Details of this policy are
included in the Corporate Governance Report, appended as Annexure 7 to this Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all its Independent Directors confirming
that they meet the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013, the rules framed thereunder, and Regulation 16 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, along with other applicable
provisions. The Independent Directors have also affirmed compliance with the provisions of
Section 150 of the Companies Act, 2013, including any amendments or notifications issued
from time to time, and have confirmed adherence to the Company's Code of Conduct.
In the opinion of the Board, all Independent Directors appointed during the financial
year possess the requisite integrity, expertise, experience, and proficiency for their
respective roles. The Board believes that their appointments serve the best interests of
the Company
FAMILIARISATION PROGRAMME FOR BOARD MEMBERS:
In accordance with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has implemented a structured Familiarisation Programme for
its Non-Executive Directors, including Independent Directors. The objective of the
programme is to provide Directors with insights into the Company's business operations,
industry landscape, and their roles and responsibilities, thereby enabling them to
contribute effectively to the Board's functioning.
1. Induction Programme for New Directors
Upon appointment, newly inducted Directors are provided with:
• Copies of the Company's key policies, codes of conduct, and governance
documents.
• An orientation session covering the Company's products, markets, customer base,
and key 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, 2025
Sl No |
Name of the KMP |
Designation |
| 1 |
Mr. Harsh Mohan Gupta |
Executive Chairman |
| 2 |
Mr. Rishab Mohan Gupta |
Managing Director |
| 3 |
Mr. Jayanth V |
Chief Financial Officer |
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
Sl. |
Award |
Organisation Awarding |
Year |
| 1 |
Supplier Excellence Award - Quality |
Honeywell |
2024 |
| 2 |
Most Preferred Workplace 2023 - 2024 |
Team Marksmen Daily |
2024 |
| 3 |
BAE Systems - Special Recognition Award |
BAE Systems |
2025 |
| 4 |
Entrepreneur of the Year 2025 |
10th Aerospace & Defense Award |
2025 |
| 5 |
Tech Team Of the Year 2025 |
Frantic India |
2025 |
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 12.25 lakhs was spent on CSR activities.
As part of its long-term commitment to empowering future generations through quality
residential education, the Company contributed 7.00 lakhs to Shanti Bhavan School,
sponsoring the education of four underprivileged children.
Additionally, a contribution of 5.25 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/- |
Digant Parikh |
Rishab Mohan Gupta |
DIN: 00212589 |
| DIN: 05259454 |
Director |
| Managing Director |
|
| Place: Bangalore |
|
| Date: 13 August 2025 |
|
|