Radix Industries (India) Ltd

Your Directors hereby present the Thirtieth Annual Report together with the Audited Accounts of the company for the financial year ended 31st March, 2024.

Financial Summary or Highlights/Performance of the Company:

The financial highlights for the current year in comparison to the previous year are as under:

(Rupees in Lakhs)

COMPANY PERFORMANCE:

In the Financial Year 2023-24, your Company has made a revenue of Rs 3313.170 Lacs in the current financial year as compared to Rs. 2626.92 Lacs for the previous financial year. Your Company has posted net profit after tax of Rs. 223.48 Lacs in the current year as compared to Rs. 152.87 Lacs in the previous financial year. Your Directors are confident of increasing the top line to achieve sustainable growth in the business of the Company.

DIVIDEND:

The Board recommends Final dividend of Re.0.5 /- per Equity Share i.e.5% on face value of Rs.10/- per equity share to the shareholders for the financial year 2023-24.

TRANSFER TO RESERVES:

Your Company has not transferred any amount to reserves during the financial year.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Till date the Company does not have any Subsidiaries, Associates or Joint Ventures.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

During the reporting period, Sri G Raghu Rama Raju was reappointed as Managing Director of the Company with effect from September 1, 2023 and the said appointment was approved by the shareholders of the Company in the 29^th Annual General Meeting of the Company held on September 25, 2023

As per the provisions of Companies Act, 2013, Shri. Ganapathi Rama Prabhakara Raju, retires by rotation and being eligible, offers himself for reappointment at the 30^th Annual General Meeting (AGM) of the Company scheduled to be held on 27^th September 2024.

Further after the closure of financial year, Board of Directors in their meeting held on 16^th August, 2024 have approved appointment of Sri. Gamini Ramalakshmi Narayana Rao as Independent Director of the Company subject to approval of shareholders. Accordingly, Board of Directors seeks approval of shareholders for appointment of Sri Gamini Ramalakshmi Narayana Rao.

Except for the above there has been no changes in the office of directors or key managerial personnel during the year.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013.

MEETINGS:

During the year, four meetings of Board of Directors were held as more particularly disclosed in the attached report of Corporate Governance. The intervening gap between any two meetings was within the prescribed period.

The Number and dates of meeting held by the Board and its Committees, attendance of Directors is given separately in Corporate Governance Report in terms of Section134(3)(b) of the Companies Act, 2013.

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i. That in the preparation of Annual Accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

iv. That the directors have prepared the annual accounts on a going concern basis.

v. The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating efficiently.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business during the FY 2023-24.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The Remuneration Policy is posted on the website of the Company at the link: www.radixindustries.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Company has not given any loans or made any investments or provided any guarantee covered under the provisions of Section 186 of the Companies Act, 2013.

ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2024 is available on the Company's website and can be accessed at www.radixindustries.in

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as "Annexure I" to this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources acquired are used economically

STATUTORY AUDITORS:

As the term of M/s K.S. Rao & Co, Chartered Accountants, the existing Auditors expires after the conclusion of the ensuing AGM of the Company, The Board of Directors based on the recommendation of Audit Committee in their meeting held on 16^th August, 2024 approved appointment of M/s. Brahmayya and Co, Chartered Accountants (Firm Registration No.000513S), Tanuku, as the Statutory Auditors of the Company to hold office till the conclusion of 35^th Annual General Meeting subject to approval of shareholders at the 30^th Annual General Meeting of the Company.

M/s. Brahmayya and Co, Chartered Accountants (Firm Registration No.000513S) have consented to the aforesaid appointment and confirmed that their appointment, if made, will be within the limits specified under Section 141 (3)(g) of the Companies Act, 2013 They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Companies Act. 2013 and the rules made thereunder.

Hence, the agenda for appointment of Statutory Auditor has been proposed in the item 4 of this Annual

General Meeting.

The Independent Auditors report given by M/s K.S. Rao & Co, Chartered Accountants, Statutory Auditors of the Company on Financial Statements of the Company does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS:

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and the rules made there under.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee have re-appointed Sri. Papolu Anjaneyulu, Chartered Accountants, as internal Auditors of the Company for the FY 2024-25. The Internal Auditors are submitting their reports on quarterly basis.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. P. S. Rao & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for 2023-24. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31^st March, 2024 is given in 'Annexure II' attached hereto and forms part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark on the Company.

The Annual Secretarial Compliance Report issued by M/s. P.S. Rao & Associates, Company Secretaries pursuant to SEBI circular dated February 8, 2019 is forming part of the Corporate Governance Report.

MAINTENANCE OF COST RECORDS:

Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.radixindustries.in

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given as "Annexure - III" and forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements with related parties as specified in section 188 of the Act, during the financial year 2023-24. However, Company has entered into related party transaction for during the year in the ordinary course of business. The details of the same are provided in AOC-II as Annexure -IV to this report

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:

The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company.

DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY:

The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as "Annexure - V" to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review your Company has complied with the respective Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

A separate report on Corporate Governance is annexed as "Annexure - VI" herewith, as a part of the Annual Report along with the certificate on its compliance.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

LISTING:

Your Company's shares are presently listed on The BSE Limited, Mumbai and the listing fees for F.Y 202425 is paid.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under review, the Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

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

During the year under review, the Company has not made any one-time settlement while taking any loans from the Banks or Financial Institutions.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Shareholders Grievance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

ACKNOWLEDGEMENTS:

Your Directors express their sincere appreciation to the customers, members, dealers, employees, bankers, State and Central Government, Stock Exchanges and all stakeholders for their co-operation and confidence reposed in the Company.