Presstonic Engineering Ltd Directors Report

To,

The Members,

PRESSTONIC ENGINEERING LIMITED (the "Company")

The Board of Directors is pleased to present the Companys 4^th Annual Report along with the audited financial statements for the financial year ended on 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The performance during the financial year ended March 31, 2025 is as under:

(Amount in INR Lakhs)

Particulars	March 31, 2025	March 31, 2024
Revenue from operations	2103.74	2619.00
Other income	40.33	89.13
Total revenue	2144.07	2708.13
Expenses
Cost of Material Consumed	785.77	1140.25
Change in Inventories of work in progress and
finished goods	(11.89)	(78.60)
Employee Benefit Expenses	274.87	233.26
Finance Costs	236.84	300.28
Depreciation and Amortization Expenses	177.19	85.19
Other Expenses	592.42	746.97
Total Expenses	2055.20	2427.35
Less: Profit/(Loss) before Exceptional and
Extraordinary Item and Tax	88.87	280.78
Less: Prior Period Item	-	-
Less: Tax expenses
Current Tax	10.25	-
Deferred tax	(7.78)	2.32
Prior Period Taxes	-	12.59
Profit for the year after tax (PAT)	86.40	252.55
Earnings per equity share	1.12	4.68

BUSINESS AND OPERATIONS:

A. BUSINESS OVERVIEW:

Your Company is primarily engaged in the manufacture and sale of the following products:

i) Metro Rolling Stock Products:

a. Rolling Stock Interior Products: Saloon/ Bucket/Plain Type Seats, Custom Coloured

Engineered Handles, Grab Pole Systems, Hand Rail Systems, Emergency Evacuation Ramp, Honey Comb Partition Panels etc.,

b. Rolling Stock Non-Interior Products: Aluminum Cable Management Systems, Cab Handrail,

Under Carriage Frame Module, Air Handling Unit, Battery Box, Equipment Mounting Frames, Gangway Frame, Driver Foot Rest Assembly, Enclosure Box, Driver Simulator Cabin etc.,

ii) Metro Rail Signalling Products: IP Rated Enclosures, Beacon Mounting Brackets, Ballast Less Support Brackets, DCS Mast, Ladder Assembly with DCS Mast Platform etc.

During the financial year 2024-25, the Company added new products Luggage Rack under Metro Segment. The Company also diversified into manufacture and supply of Non-Metro Products such as Commercial Kitchen Oven Parts, Support Kit, Support Rack and Shelves, which are developed for Export Market.

Over the years, the Company has offered cost effective and customized solutions in accordance with the standardized quality requirements of the customers who work in various sectors such as Metro Railways and Other Sector.

B. FINANCIAL OVERVIEW:

During the financial year 2024-25, the Company generated revenue from operations amounting to Rs. 2,103.74 Lakhs compared to Rs. 2,619.00 Lakhs in the previous financial year.

The Profit After Tax (PAT) for the financial year ended March 31, 2025, was Rs. 86.40 Lakhs, compared to Rs. 252.55 Lakhs in the previous financial year.

3. INITIAL PUBLIC OFFER OF EQUITY SHARES:

Your Company had raised a sum of Rs.23,30,49,600/- through Initial Public Offer ("IPO") of 32,36,800 equity shares of face value of R.10/- each at an issue price of Rs. 72/- per share and the equity shares of the Company were listed on NSE Emerge Platform of National Stock Exchange of India Limited on 18^th December 2023. The Company has utilized the funds raised from the public as per the Objects of the Issue except to the extent of Rs. 3.94 Lakhs forming part of capital expenditure towards purchase of plant and machinery as on March 31, 2025.

4. SHARE CAPITAL:

As on March 31, 2025, the paid-up share capital of the Company is Rs. 7,70,74,800/- consisting of 77,07,480 equity shares of Rs. 10/- each. There was no bonus issue, right issue, preferential issue, issue of sweat equity shares or granting of stock options during the financial year under review. The company has not issued any securities with differential voting rights.

Shares held in Demat Form with NSDL & CDSL as on 31.03.2025:

5. DIVIDEND:

To conserve financial resources for working capital requirements the Board does not recommend any dividend for the approval of the members. The Board is confident that plough back of profits into the business will generate long term wealth for the members.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In terms of Section 125 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 including any statutory modifications orre-enactments thereof, there was no unpaid/ unclaimed dividend as no dividend was declared in the previous financial years. Hence, the question of transfer of unclaimed dividend to Investor Education and Protection Fund does not arise.

7. AMOUNT TRANSFERRED TO RESERVES:

The Board does not propose to transfer any amount to General Reserve for the financial year ended on March 31, 2025.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT:

There have been no material changes and commitments which affect the financial position of the Company, that have occurred between the end of financial year to which the financial statements relates and the date of this report.

9. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

The Company is primarily engaged in the business of manufacture of Metro Rail Rolling Stock Products, Metro Rail Signalling Products, Infrastructure Products and supplies to renowned Global and Domestic OEMs engaged in the Rail and Metro Rail Rolling stock and Signalling equipments manufacturing and servicing Companies. The Company is offering engineering solutions and supplying metro rolling stock products viz., steel seats of different types, grab poles, handles, under belly cable trays made of Aluminum with aluminum welding as its special skills, signaling products through OEMs.

Future Outlook:

The Company has opportunities to foray into Railway segment as the Central Government has given push for Indian Railways to introduce Vande Bharat Trains across major cities in the country apart from developing infrastructure for efficient logistic operations.

The Union Budget 2025 allocated 2.65 lakh crore to Indian Railways. The funds are being directed toward electrification, safety systems like Kavach, and AI-based train scheduling. A modern, digitized railway system is on the horizon. The Union Budget for 2025-26 has earmarked Rs 31,239.28 crore for metro projects nationwide.

The Indian Railways is all set to expand faster, safer & comfortable rail travel for all across the country. The country can expect 200 new Vande Bharat trains within the next two to three years. Indian Railways introduced a digital platform for parcel and cargo booking, enabling MSMEs and traders to track and schedule freight seamlessly online.

The Indian Government is undertaking several initiatives to upgrade its aging railway infrastructure and enhance its quality of service. A semi-high-speed rail network will be introduced for connecting important routes. Indian cities are investing in high-quality mass rapid transit systems to address the growing mobility requirements.

The Company has edge in the manufacture and supply of Metro Products and anticipates growth in revenue and profits from the Metro Segment in the coming years. Most Indian metro projects are being developed in phases; which offers substantial business opportunity for the Company.

Diversification:

The Company has taken proactive steps to diversify its business into non-metro products by developing "Commercial Kitchen Oven Parts," "Shelves," and "Support Brackets" for a prominent overseas manufacturer. The Company has successfully completed a sample supply, which has received approval during the FY 2024-25. The Company is optimistic about securing regular orders from this client in the future.

During the FY 2024-25 and up to the date of this report, the Company has expanded its business into the export market by acquiring new overseas clients, including Alto-Shaam India Private Limited, CRRC Nanjing Puzhen Co., Ltd., Siemens Mobility Austria, and Construcciones y Auxiliar de Ferrocarriles S.A. (CAF). This expansion underscores our commitment to timely execution and consistent quality in providing infrastructure support for metro systems, while also enhancing our contribution to global metro and rail projects. In FY 2024-25, the Company introduced a new product, the "Luggage Rack," for metro lines, following an order received from a domestic client.

Infrastructure: a. The Company has taken on lease additional premises in Peenya Industrial Area, Bengaluru to set up another manufacturing facility to augment its existing capacity and commercial production.

b. The Company has purchased few machines which include pipe bending machine, Laser Cutting machine, Robotic Welding machine, Laser Welding Machine and 1200 Tonne CNC Deep Draw Hydraulic Press machine. The installation of these machines not only reduces reliance on a larger workforce but also enhances the efficiency and quality of the finished products. The company plans to order additional machinery to automate specific operations and to facilitate the production of a wider range of products.

10. BOARD OF DIRECTORS:

The Board of Directors consists of six members, out of which two are Non-Executive Independent Directors including one-woman Independent Director, two Executive Directors and two Non-Executive Directors as on March 31, 2025.

The composition of the Board is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act,2013 and the Articles of Association of the Company,Mr. Herga Poornachandra Kedilaya (DIN: 09120129), Managing Director, Mr. Yermal Giridhar Rao (DIN: 09120130), Joint Managing Director & CFO, Ms. Kodipadi Yerkadithaya Supriya Murthy (DIN: 10191903), Non-Executive Director and Ms. Vidyalakshmi Rao (DIN: 10191959), Non-Executive Director of the Company are liable to retire by rotation.

Since all the above-mentioned Directors were appointed by the shareholders at the Extraordinary General Meeting held on 3^rd July, 2023, the requirement of appointment or reappointment at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier as specified in Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) 2015 does not arise.

11. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the evaluation of all the Directors, Committees, Chairman of the Board, Independent Directors and the Board as a whole, was carried out for the

FY 2024-25.

12. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination and Remuneration Policy is placed on the website of the Company at https://www.presstonic.com

13. DETAILS OF KEY MANAGERIAL PERSONNEL AND CHANGE IN DIRECTORS:

Pursuant to the provisions of Section 203 of the Companies Act 2013, the Key Managerial Personnel (KMP) of the Company as on date of this report are as follows:

SL. NO. NAME	DESIGNATION
1 Mr. Herga Poornachandra Kedilaya	Managing Director
2 Mr. Yermal Giridhar Rao	Joint Managing Director & CFO
3 Ms. Sudha Gajanana Hegde	Company Secretary & Compliance
	Officer

A. CHANGE IN DIRECTORS UPTO THE DATE OF THIS DIRECTORS REPORT:

Ms. Kodipadi Yerkadithaya Supriya Murthy (DIN: 10191903), Non-Executive Director of the Company has resigned from the office of Director with effect from 1^st May 2025. To fill up the casual vacancy Ms. Manjula Tadipatri (DIN: 11034008) was appointed as an Additional Director (Non-Executive) of the Company with effect from 13.05.2025 by the Board of Directors pursuant to the provisions of Section 161(1) of the Companies Act, 2013 as per the recommendations of the Nomination and Remuneration Committee. Ms. Manjula Tadipatri holds the office of Additional Director up to the date of the ensuing Annual General Meeting of the Company and being eligible offered herself for appointment as a Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends her re-appointment.

The notice for the Annual General Meeting includes a proposal for the appointment of Ms. Manjula Tadipatri (DIN: 11034008), along with a brief resume.

There were no other changes in directors and Key Managerial Personnel during the year.

B. RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Yermal Giridhar Rao, Joint Managing Director & CFO of the Company who is liable to retire at the forthcoming Annual General Meeting, is eligible and has offered himself for reappointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment.

The notice for the Annual General Meeting includes a proposal for the reappointment of Mr. Yermal Giridhar Rao, along with a brief resume.

14. BOARD MEETINGS:

During the financial year ended March 31, 2025, 4 board meetings were held. The intervening gap between two board meetings was within the stipulated period of 120 days prescribed under the Companies Act, 2013. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2024-25 are given in the Corporate Governance Report which forms part of this Annual Report.

15. INDEPENDENT DIRECTORS:

The Company has complied with the definition of Independence according to the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also obtained declarations from both the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Both the Independent Directors have provided declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In accordance with the provisions of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has conducted familiarization programme for its Independent Directors. The details of such familiarization programme for Independent Directors have been disclosed on the website of the Company at https://www.presstonic.com. The Company has through a presentation familiarized and updated the Independent Directors with the strategy, operations, functions of the Company and Engineering Industry as a whole. The details of such familiarization programme for Independent Directors are explained in the Corporate Governance Report which forms part of this Annual Report.

17. COMMITTEES:

The Board has constituted four Committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee. All the recommendations of the Committees of the Board which were mandatorily required, have been accepted by the Board. Besides the above Committees, the Board has also constituted Borrowing and Investment Committee. A detailed note on the composition of the Board and its Committees, including its terms of reference is provided in the Corporate Governance Report which forms part of this Annual Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company are in line with the provisions of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. RISK MANAGEMENT FRAME WORK:

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at the Company level as well as for business segments. The Company has a Risk Management Committee of the Board of Directors and Risk Management Policy consistent with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Risk Management Policy is available on the website of the Company at https://www.presstonic.com. The Committee facilitates the execution of risk management practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting and also provide guidance to the management team. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and related procedures & status. The details of Risk Management Committee along with other details are set out in Corporate Governance Report, forming part of this report.

19. DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT, 2013:

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable to the Company.

20. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

21. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year 2024-25 were at arms length basis and were in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. However, the details of transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval will be obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value, terms and conditions of the transactions. The Related Party Transactions Policy is available on our website, at https://www.presstonic.com.

22. ANNUAL RETURN:

As per the requirements of Section 92(3) of the Companies Act, 2013 and rules framed thereunder, the extract of the annual return for the financial year 2024-25 is available at the website of the Company at https://www.presstonic.com.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has not provided any loans, guarantees to any Company/Body Corporate and has not made any investments under Section 186 of the Companies Act, 2013.

24. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit of the Company for the year under review.

(c) 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.

(d) The directors have prepared the annual accounts on a going concern basis;

(e) 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 effectively.

(f) The directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. AUDITORS & AUDIT REPORT:

(a) AUDITORS:

M/s. GRSM & Associates, Chartered Accountants, Bengaluru were appointed as the Auditors of the Company by the Shareholders at their meeting held on 16^th August, 2024, to hold office for a consecutive period of five years from the conclusion of the Third Annual General Meeting till the conclusion of Eighth Annual General Meeting of the Company (FY-2024-25 to 2028-29).

(b) AUDIT REPORT:

There are no qualifications made in the Audit Report issued by the Statutory Auditors of the Company. In the first quarter of FY 2024-25, the auditor has observed that "the amount of receivables as per the quarterly/monthly statements submitted by the Company with such banks are not in agreement with the books of accounts of the Company." The Board of Directors discussed this issue and concluded that the minor differences in the reported figures were nominal and attributed to oversight.

26. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, CS Shylendrakumar T R (M. No. 10914, CP No. 2453), Practising Company Secretary was appointed as the Secretarial Auditor of the Company for the financial year 2024-25. The report given in Form MR-3 by the Secretarial Auditor is annexed to this report as ANNEXURE I.

The secretarial audit report does not contain any qualification, reservation, adverse remarks or disclaimer.

27. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AS REQUIRED UNDER

SUB-SECTION (1) OF SECTION 148:

The Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company as its overall annual turnover from all its products and services during the immediately preceding financial year was below Rs. 50 Crores. Hence the requirement of maintenance of cost records is not required under Sub-Section (1) of Section 148 of the Companies Act, 2013.

28. INTERNAL AUDITOR:

M/s. Vishnu Chaitanya & Co., Chartered Accountants, Bengaluru were appointed as the Internal Auditors of the Company for the financial year 2024-25 and they had conducted the Internal Audit for the financial year 2024-25. The Board of Directors of the Company upon recommendations of the Audit Committee and in consultation with the Internal Auditors formulated the scope, functioning, periodicity and methodology for conducting Internal Audit for the financial year 2024-25.

Due to the merger of M/s. Vishnu Chaitanya & Co., Chartered Accountants with M/s. Paramkusum and Associates, Chartered Accountants, M/s. Vishnu Chaitanya & Co., Chartered Accountants has resigned as the Internal Auditor of the Company w.e.f. 29^th June, 2025 leading to the discontinuation of practice under the name M/s. Vishnu Chaitanya and Co.

The Board upon recommendations of the Audit Committee, appointed M/s. Paramkusum and Associates, Chartered Accountants (FRN 019306S) as the Internal Auditor of the Company for the financial year 2025-26, starting from the second quarter i.e. 1^st July 2025.

29. INSURANCE:

The Company has taken adequate insurance cover of all its movable & immovable assets to cover

4^TH ANNUAL REPORT 2024-25 various types of risks.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

In accordance with the requirements of Sub-section (3) Sub-clause (m) of section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. CONSERVATION OF ENERGY: i. The steps taken or impact on conservation of energy:

- During the year the company has introduced switches to optimize energy consumption in the production department.

- Counsel employees on optimum utilization of air conditioning by maintaining optimum temperature. ii. The steps taken by the company for utilizing alternate sources of energy: NA iii. The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION AND RESEARCH AND DEVELOPMENT:

i. The efforts made towards technology absorption:

The Company has initiated the setting-up of Design & Development Center for new product development. ii. The benefits derived are like product improvement, cost reduction, product development or import substitution. iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a. The details of technology imported: NA b. The year of import: NA c. Whether the technology been fully absorbed: NA d. If not fully absorbed, areas where absorption has not taken place, and reasons thereof: NA e. The expenditure incurred on Research and Development: NA

C. FOREIGN EXCHANGE OUTFLOW & INFLOW (ON ACCRUAL BASIS):

(Amount in INR Lakhs)

PARTICULARS	2024-25	2023-24
CIF Value of Imports:
Capital goods	41.00	1.34
Tools & Sundry Items	2.25	-
Earnings in foreign currency:
Export of goods	122.25	19.50
Expenditure made in Foreign Currency:
Professional & Consultation Fees	14.63	-

31. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 relating to the Corporate Social Responsibility is not applicable to the Company for the FY 2024-25 as it did not attract provisions of sub-section (1) of Section 135 of the Companies Act, 2023. During the FY 2024-25, the Company carried out the CSR activities by supplying food and groceries to those in need.

32. CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this Boards report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is appended to this Report as ANNEXURE II.

34. REMUNERATION PAID TO DIRECTORS & PARTICULERS OF EMPLOYEES:

A. Executive Directors: The remuneration paid to the Executive Directors for the financial year ended 31^st March 2025 is as follows:

Mr. Herga Poornachandra Kedilaya, Managing Director: Salary Rs. 21.00 Lakhs Mr. Yermal Giridhar Rao, Joint Managing Director & CFO: Salary Rs. 21.00 Lakhs

B. Non-Executive Directors: The Company has paid sitting fees for attending the Board meetings and/or Committees meetings to all Non-executive Directors, namely:

Mr. Nagendra D Rao Non-Executive Independent Director & Chairman of the Board: Rs. 8.50 Lakhs Ms. Jyotsna Rajsekar Belliappa - Non-Executive Independent Director: Rs. 4.00 Lakhs Ms. Vidyalakshmi Rao - Non-Executive Director: Rs. 0.60 Lakhs Ms. Kodipadi Yerkadithaya Supriya Murthy: Rs. 0.50 Lakhs Non-executive Directors did not have any other material pecuniary relationship or transaction vis-?-vis the Company during the year except as stated above.

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year ended 31^st March, 2025: NIL

The percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year 2024-25: NIL

Percentage increase in median remuneration of employees in the financial year 2024-25: NIL

The number of permanent employees on the rolls of the Company as at March 31, 2025: 47

Affirmation that the remuneration is as per the remuneration policy of the company: Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of the Company.

35. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has complied with constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Composition of Internal Complaints Committee is as follows:

Sl. No. Name of Member	Status in Committee
1. Ms. Sudha Hegde	Presiding Officer
2. Ms. Vanajakshi	Member
3. Mr. Ravi Prakash	Member
4. Ms. Ramadevi	External Member

The summary of the complaints received, resolved and pending for redressal is as under during the FY 2024-25:

1. Number of complaints of sexual harassment received during the year	0
2. Number of complaints disposed off during the year	0
3. Number of complaints pending for redressal during the year	0
4. Number of cases pending for more than ninety days	0

36. ESTABLISHMENT OF VIGIL MECHANISM / WHISLE BLOWER MECHANISM:

The Company has established a Vigil Mechanism in compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and Pursuant to Regulation No. 22 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, for directors and employees to report concerns about unethical behavior and actual or suspected fraud. It also provides for adequate safeguards against victimization of employees who avail the mechanism and allows direct access to the Chairman of the Audit Committee. Ms. Manjula Tadipatri, Additional Director of the Company was appointed as Vigil Mechanism Member w.e.f. 13^th May, 2025 due to resignation of Ms. Kodipadi Yerkadithaya Supriya Murthy. The Company has not received any whistle-blower complaint during the year and up to the date of this report.

37. INTERNAL FINANCIAL CONTROLS:

Internal financial controls are an integral part of the risk management process of the Company. Assurance on the effectiveness of the internal financial control is obtained through management reviews, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal auditors and statutory auditors during their course of audit. The

Company believes that these systems provide reasonable assurance that Companys internal financial controls are designed effectively and are operating as intended.

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act 2013, the Company has formulated a Framework for Related Party Transactions (RPTs) and all the RPTs were either within the Framework approved by the Board or were separately approved by the Board as required under the Act. During the year under review, all transactions entered into with related parties as defined under Section 2(76) of the Companies Act, 2013, are at arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no transactions with related parties in the financial year which were in conflict with the interest of the Company. As a good corporate governance practice, the Company has voluntarily obtained approval of Audit Committee/ Members for the related party transactions. The related party transactions are reported to the Audit Committee on a regular basis. The details of related party transactions are furnished in Form AOC-2 annexed to this Report as ANNEXURE III.

39. LOANS FROM DIRECTORS AND RELATIVES OF DIRECTORS AS REQUIRED UNDER

COMPANIES (ACCEPTANCE OF DEPOSIT) RULES, 2014:

During the year under review, the Company has accepted unsecured loan from its Directors as given below:

Sl. No. Particulars	Long term Borrowings	Short term Borrowings
	(Amount in Lakhs)	(Amount in Lakhs)
1 Unsecured Loan	200.00	-
from Mr. Herga
Poornachandra
Kedilaya, Managing
Director of the
Company

40. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 - ‘Meetings of the Board of Directors and SS-2 - ‘General Meetings have been duly followed by the Company.

41. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)

OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

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 Board of Directors under Section 143(12) of the Companies Act,2013.

42. MATERIAL EVENTS OCCURRING AFTER THE BALANCE SHEET DATE:

No significant material event has occurred after the balance sheet date.

43. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

44. HUMAN RESOURCE:

Employees are the most important assets of the organization. The human resource policy of the company is designed with the objective to attract and retain best talents available in the industry. The management conducts various training programs at frequent intervals to enhance the skill sets of employees. The Company has a transparent performance appraisal system which tries to make an objective assessment of employees performance and requirement for further training.

The objective of HR policy is to attract, motivate and develop a competent talent pool, provide conducive environment to perform and to ensure optimum utilization of human capital to become the best place to work. The policy is designed to provide a balanced working environment and to promote diversity in work force. The Company has designed a succession plan for future leadership roles emerging in the organization.

45. COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT

1961:

The Company affirms its compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

Women employees are entitled to Maternity Leave for a period of 182 calendar days, which may commence up to 56 days prior to the expected date of delivery and extend to 126 calendar days (including the date of delivery) thereafter. In cases where the employee is an adoptive or commissioning mother, leave entitlement is governed as per applicable provisions of the Act.

46. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS

OPERATIONS IN FUTURE:

During the year, there were no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and Companys operations in future.

47. THE DETAILS OF APPLICATIONS MADE OR ANY PROCEEDINGS PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year, there was no application made nor any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

48. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME

OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

The Company has not availed of One Time Settlement from Banks or Financial Institutions hence, there is nothing to report in this regard.

49. CORPORATE GOVERNANCE:

Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25,26,27 and clauses (b) to (i) and (t) of Sub-Regulation (2) of Regulation 46 and Para C, D and E Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 relating to Corporate Governance are not applicable to the Company as the Companys paid-up equity share capital did not exceed Rs. 10 Crores and the net worth did not exceed Rs. 25.00 Crores as on the last day of the previous financial year ended March 31, 2024. However, as a good corporate governance practice, the Company has prepared Corporate Governance Report and annexed the same to the Directors Report.

50. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code required pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The code of prevention of Insider Trading and fair disclosures is placed on the website of the Company at https://www.presstonic.com.

51. ACKNOWLEDGEMENT:

The Directors place on records their gratitude to the members, Central and State Government and concerned Government departments and agencies for their co-operation, customers and vendors for their continued assistance and support extended to the Company during the year.

The directors also place on record their sincere thanks to the Companys Bankers for their continued support to the Company. The directors also place on record their appreciation for the consistent, good team work and dedication put in by all categories of employees of the Company.

For & on behalf of the Board

PRESSTONIC ENGINEERING LIMITED

Sd/- Sd/-

HERGA POORNACHANDRA KEDILAYA YERMAL GIRIDHAR RAO Managing Director Joint Managing Director & CFO DIN: 09120129 DIN: 09120130

Date: 20.08.2025 Place: Bangalore