Presstonic Engineering Ltd Directors Report

To

The Members,

PRESSTONIC ENGINEERING LIMITED (the "Company")

The Board of Directors is pleased to present the Company’s 3^rd Annual Report along with the audited financial statements for the financial year ended on 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The performance during the financial year ended March 31, 2024 has been as under:

(Amount in INR Lakhs)

Particulars	March 31, 2024	March 31, 2023
Revenue from operations	2,619.00	2,103.06
Other income	89.13	10.20
Total revenue	2,708.13	2,113.26
Expenses
Cost of Material Consumed	1,140.25	798.41
Change in Inventories of work in progress and finished goods	(78.60)	78.19
Employee Benefit Expenses	233.26	126.93
Finance Costs	300.28	261.32
Depreciation and Amortization Expenses	85.19	88.60
Other Expenses	746.97	415.34
Total Expenses	2,427.35	1,768.79
Less: Profit/(Loss) before Exceptional and
Extraordinary Item and Tax	280.78	344.47
Less: Prior Period Item	13.32	-
Less: Tax expenses
Current Tax	-	100.61
Deferred tax	2.32	(4.78)
Prior Period Taxes	12.59	5.16
Profit for the year after tax (PAT)	252.55	243.48
Earnings per equity share	4.68	5.45

2. BUSINESS AND OPERATIONS:

A. BUSINESS OVERVIEW:

Presstonic primarily manufactures and sells 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.,,

iii) Infrastructure Products: Steel Structures, Aluminum Murals, Support Structure for Solar Panels, Wire Form and Cable Trays etc.,

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 the Infrastructure Sector.

B. FINANCIAL OVERVIEW:

During the financial year 2023-24, the Company has earned revenue from operations of Rs. 2,619.00 Lakhs, an increase of 24.53% as compared to Rs. 2,103.06 Lakhs in the previous financial year.

The Profit after tax (PAT) for the financial year ended March 31, 2024 was Rs. 252.55 Lakhs, an increase of 3.73% as against Rs. 243.48 Lakhs in the previous financial year.

3. INITIAL PUBLIC OFFER OF EQUITY SHARES:

Your Directors are pleased to inform you that, the Company has completed its 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 amounting to Rs. 23,30,49,600/-. The Offer was made pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The equity shares of the Company were listed on NSE Emerge Platform of National Stock Exchange of India Limited on 18^th December 2023. Uses/Application of Funds raised through IPO-Initital Public Offer as on March 31, 2024: (Amount in INR Lakhs)

Sl.no.	Particulars	Original allocation	Funds Utilized	Funds Unutilized	Remarks
A	Funding Capital Expenditure towards purchase of additional plant and machinery	232.12	25.79	206.33	The balance amount of Rs. 206.33 Lakhs is kept in Canara Bank as Fixed Deposit
B	Prepayment of Certain Borrowings- Canara Bank Overdraft	500.00	-	500.00	The amount of Rs. 500/- Lakhs is deposited in Canara Bank as Fixed Deposit
C	Working Capital Requirements	923.38	830.45	92.93	The balance amount of Rs. 92.93 Lakhs is kept in Canara Bank as Fixed Deposit
D	Issue Related Expenses	325.00	325.00	Nil	-
E	General Corporate Expenses	350.00	350.00	Nil	-
	Total	2330.50	1531.24	799.26

4. SHARE CAPITAL:

The Company has issued 22,35,340 bonus shares out of surplus in the ratio of 1:1 to the eligible shareholders on 22^nd May 2023. The Company completed its Initial Public Offer (IPO) and allotted of 32,36,800 fresh equity shares of face value of Rs.10/- each at a premium of Rs. 62/- per share. Post IPO, 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 right issue, preferential issue, issue of sweat equity shares or granting of stock options during the financial year. The company has not issued any securities with differential voting rights.

5. DIVIDEND:

To conserve financial resources for future growth of the Company, the Board does not recommend any dividend for the approval of the members at the forthcoming Annual General Meeting. The Board is confident that plough back of profits into the business of the Company 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 or re-enactments thereof, there was no unpaid/ unclaimed dividend declared last year/years as the Company had not declared any dividends. 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, 2024.

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 COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

The Company is 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 OEM’s 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 will have 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 Ministry of Railways has been allocated Rs 2.40 Lakh Crore, which is the highest ever budgetary allocation for the Railways (Source: Budget 2022-23).

Railways will develop new products and efficient logistics services for small farmers, and small and medium enterprises. It will also take steps towards the integration of postal and railway networks to provide seamless solutions for the movement of parcels.

400 new-generation Vande Bharat trains will be manufactured over the next three years.

Multimodal connectivity between mass urban transport and railway stations will be facilitated on priority.

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. New metro rail (subway) systems are under construction and bringing about vast changes in 20+ Indian cities at a breathtaking pace. Most Indian metro projects are being developed in phases; which offers substantial business opportunity for the Company. Metro Rail Projects implemented/under construction/approved in various cities across India are furnished as under:

i)	Agra Metro
ii)	Ahmedabad Metro
iii)	Bengaluru Metro
iv)	Bhopal Metro
v)	Chennai Metro
vi)	Delhi Metro
vii)	Gurgaon Rapid Metro
viii)	Hyderabad Metro
ix)	Indore Metro
x)	Jaipur Metro
xi)	Kanpur Metro
xii)	Kochi Metro
xiii)	Kolkatta Metro
xiv)	Lucknow Metro
xv)	Meerut Metro
xvi)	Mumbai Metro
xvii)	Nagpur Metro
xviii)	Navi Mumbai Metro
xix)	Noida Metro
xx)	Patna Metro
xxi)	Pune Metro
xxii)	Surat Metro
xxiii)	Bhubaneshwar Metro
xxiv)	Gorakpur Metrolite
xxv)	Kozhikode Metrolite
xxvi)	Nashik Metro Neo
xxvii)	Trivandrum Metro

Proposed Metro / Metrolite / Metro Neo Projects in India

(Source: https://www.metrorailnews.in/metro-rail-project-at-glance-in-india)

Sr. No.	Metro System	Proposed Network Length
1.	Bangalore Metrolite, Karnataka	60 km
2.	Chennai Metrolite, Tamil Nadu	15.50 km
3.	Coimbatore Metro, Tamil Nadu	136 km
4.	Delhi Metrolite, Delhi	40.88 km
5.	Guwahati Metro, Assam	61.40 km
6.	Jammu Metro, J&K UT	43.50 km
7.	Madurai Metro, Tamil Nadu	31 km
8.	Mathura Metrolite, Uttar Pradesh	12 km
9.	Prayagraj Metro, Uttar Pradesh	42 km
10.	Srinagar Metro, J&K UT	25 km
11.	Uttarakhand Metro, Uttarakhand	58 km
12.	Varanasi Metro, Uttar Pradesh	29.235 km
13.	Vijayawada Metro, Andhra Pradesh	66.2 km
14.	Visakhapatnam Metro, Andhra Pradesh	79.91 km
15.	Warangal Metro Neo, Telangana	17 km

Diversification Plan: a. The Company has been working on developing Oven Parts for supply to leading overseas manufacturer and expecting orders for supplies in the near future. b. The Company has bid for Tender floated by Public Sector Undertakings for supply of some parts to Defence Sector. It is confident of bagging the order; which will give entry for the Company to Defence Sector.

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 the commercial production is likely to commence shortly.

b. The Company has already purchased few machines which include turret welding machine which will ensure faster and quality welding operations. The Company is placing order for few more machineries for operational automation and manufacture of diversified 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.

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 retireby rotation.

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

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

Purusant to the provisions of Section 152 of the Companies Act, 2013, Mr. Herga Poornachandra Kedilaya, Managing Director of the Company is liable to retire by rotation as Director at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors has recommended the re-appointment of Mr. Herga Poornachandra Kedilaya, as Director retiring by rotation.

The notice convening the Annual General Meeting includes the proposal for the re-appointment of Mr. Herga Poornachandra Kedilaya, as a Director of the Company. A brief resume of Mr. Herga Poornachandra Kedilaya has been provided as an annexure to the notice convening the Annual General Meeting. He will continue to act as Managing Director on his re-appointment as Director.

11. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following performance evaluations were carried out: a. Performance evaluation of the Board, Chairman and non-Independent Directors by the Independent Directors; b. Performance evaluation of the Board, its committees, and Independent Directors by the Board of Directors.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report which forms part of this Annual Report.

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 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

All the KMPs were appointed during the financial year 2023-24 in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A. CHANGE IN DESIGNATION OF DIRECTORS:

Mr. Herga Poornachandra Kedilaya (DIN: 09120129), was redesignated as Managing Director of the Company w.e.f. 03.07.2023.

Mr. Yermal Giridhar Rao (DIN: 09120130), was redesignated as Joint Managing Director & CFO of the Company w.e.f. 03.07.2023.

During the year, the Company has appointed the following Directors in the Board Meeting and Extra-Ordinary General Meeting held on 3^rd July, 2023.

SL. NO.	NAME OF DIRECTOR	DESIGNATION	DATE OF APPOINTMENT
1	Mr. Nagendra D Rao (DIN: 05100840)	Non-Executive Independent Director	03.07.2023
2	Ms. Jyotsna Rajsekar Belliappa (DIN: 07241358)	Non-Executive Independent Director	03.07.2023
3	Ms. Vidyalakshmi Rao (DIN: 10191959)	Non-Executive Director	03.07.2023
4	Ms. Kodipadi Yerkadithaya Supriya Murthy (DIN: 10191903)	Non-Executive Director	03.07.2023

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

14. BOARD MEETINGS:

During the financial year ended March 31, 2024, 13 board meetings were convened and 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 2023-24 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 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:

During the year, 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. 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 is 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 Company’s 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 &

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 2023-24 were at arm’s 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. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Company’s 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 2023-24 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 of the 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:

M/s GRSM & Associates, Chartered Accountants, Bengaluru who were appointed as the Auditors of the Company by the Board and Shareholders at their meeting held on 3^rd July, 2023, to hold office up to the conclusion of the 3^rd Annual General Meeting of the members of the Company. Being eligible for appointment as Auditors, M/s GRSM & Associates, Chartered Accountants, Bengaluru have given their consent for appointment as Auditors for a consecutive period of 5 years from the conclusion of the 3^rd Annual General Meeting of the members of the Company.

There are no qualifications made in the Audit Report issued by the Statutory Auditors of the Company. 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 deliberated and noted that the difference in the figures reported in the quarterly / monthly statements submitted to the banks were nominal and due 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 been appointed as the Secretarial Auditor of the Company for the financial year 2023-24. The report given in Form MR-3 by the Secretarial Auditor is annexed to this report as ANNEXURE I. The observations made in the secretarial audit report are self-explanatory and hence, do not call for any further comments. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

27. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AS REQUIRED UNDER SUBSECTION (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:

Vishnu Chaitanya & Co., Chartered Accountants, Bengaluru were appointed as the Internal Auditors of the Company for the financial year 2023-24 and they had conducted the Internal Audit for the financial year 2023-24. 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.

29. INSURANCE:

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

1. 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 center.

• 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 set-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)-

1. The details of technology imported: NA
2. The year of import: NA
3. Whether the technology been fully absorbed: NA
4. 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):

PARTICULARS	2023-24	2022-23
CIF Value of Imports:
Capital goods	1.34	-
Earnings in foreign currency:
Export of goods (USD-23,670.72)	19.50	-

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 2023-24 as it did not attract provisions of sub-section (1) of Section 135 of the Companies Act, 2023.

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 Board’s 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 31st March 2024 is as follows:

Mr. Herga Poornachandra Kedilaya, Managing Director: Salary Rs.19.86 Lakhs Mr. Yermal Giridhar Rao, Joint Managing Director & CFO: Salary Rs.19.86 Lakhs

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

Mr. Nagendra D Rao Non-Executive Independent Director & Chairman of the Board: Rs. 3.50 Lakhs Ms. Jyotsna Rajsekar Belliappa - Non-Executive Independent Director: Rs.3.00 Lakhs Ms. Vidyalakshmi Rao - Non-Executive Director: Rs.0.50 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 31st March, 2024: NIL

The percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year 2023-24: NIL

Percentage increase in median remuneration of employees in the financial year 2023-24: NIL

The number of permanent employees on the rolls of the Company as at March 31, 2024: 38

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:

1.	Number of complaints of sexual harassment received during the year	0
2.	Number of complaints resolved during the year	0
3.	Number of complaints pending for redressal during the year	0

36. ESTABLISHMENT OF VIGIL MECHANISM / WHISLE BLOWER MECHANISM:

The Company has established a Vigil Mechanism to comply 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. Kodipadi Yerkadithaya Supriya Murthy, Director of the Company was appointed as Vigil Mechanism Member. 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 Company’s 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 arm’s 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 not taken unsecured loan from its Directors.

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 on a frequent basis 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. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURT’S OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S

OPERATIONS IN FUTURE:

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

46. 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.

47. 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.

48. 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 Company’s paid-up equity share capital did not exceed Rs.10 Crores and net worth Rs. 25 Crores as on the last day of the previous financial year ended March 31, 2023. However, as a matter of good governance, the Company has prepared Corporate Governance Report and annexed the same to the Directors Report.

49. 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.

50. 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 Company’s 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.

For & on behalf of the Board
Sd/-	Sd/-
HERGA POORNACHANDRA KEDILAYA	YERMAL GIRIDHAR RAO
Managing Director	Joint Managing Director & CFO
DIN: 09120129	DIN: 09120130
Date: 16.07.2024
Place: Bangalore