Pressure Sensitive Systems (India) Ltd Directors Report

The Members,

PRESSURE SENSITIVE SYSTEMS (INDIA) LIMITED,

Your Directors have pleasure in presenting the 38TH ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2024-25 ended 31 st March, 2025.

1. FINANCIAL RESULTS AND OPERATIONS:

(Rs. in lakh

Particulars	Standalone
	2024-25	2023-24
Revenue from Operation and other Income	1908.92	13.25
Profit before Interest and Depreciation	286.43	(0.49)
Less: Finance Cost	0.00	0.00
Profit before Depreciation	286.43	(0.49)
Less: Depreciation and amortization	0.96	0.00
Profit before taxation	285.47	(0.49)
Less: Provision for tax
Less: Current Tax	69.70	0.00
Less: Deferred Tax	0.12	0.00
Profit after tax	215.65	(0.49)
Earnings per share (Basic)	0.15	0.00
Earnings per share (Diluted)	0.15	0.00

2. REVIEW OF OPERATIONS:

During the year under review, the Companys Revenue from Operations on Standalone basis stood at Rs. 1908.92 lakhs compared to 13.25 in the previous year. The profit for the year on Standalone basis stood at Rs. 215.65 Lakhs as against loss of Rs. 0.49 Lakhs reported in the Previous Year.

3. DIVIDEND:

With view to conserve the financial resources for the future requirement of the Company, the Board of Directors has not recommended any dividend for the year.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

5. SHARE CAPITAL OF THE COMPANY:

During the year under review:

The Authorized Share Capital of the company as on 31 st March, 2025 is Rs. 22,00,00,000/- The Paid-up Equity Share Capital of the company as on 31st March, 2025 is Rs. 14,83,62,000/-

6. ANNUAL RETURN:

As required under Section 134(3)(a) and section 92(3) of the Companies Act, 2013, the Annual Return as on 31 st March 2025 has been uploaded on the Companys website and the same can be accessed at https://pressuresensitivesystems.in/.

7. PUBLIC DEPOSITS:

Your Company has not accepted any deposits, covered under Chapter V of the Companies Act, 2013 and hence, no details pursuant to Rules 8(v) and 8(vi) of the Companies (Accounts) Rules, 2014 are required to be reported.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 (the ‘Act), the Directors, to the best of their knowledge, confirm that:

(i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) Appropriate accounting policies have been applied consistently and judgements and estimates that are reasonable and prudent have been made 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 period;

(iii) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Annual Accounts have been prepared on a going concern basis;

(v) The internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and are operating effectively; and

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

9. MANAGEMENT DISCUSSIONS AND ANALYSIS:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as ‘Annexure - A forming part of this Report.

10. CORPORATE GOVERNANCE REPORT:

The Company is committed to maximise the value for its stakeholders by adopting the principles of good Corporate Governance in line with the provisions of law and particularly those stipulated in the SEBI Listing Regulations

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate section titled Report on Corporate Governance (Annexure together with a Certificate from the Practicing Company Secretary forms part of this Report.

11. KEY MANAGERIAL PERSONNEL AS PER AUDIT REPORT:

Name of KMP	Relationship
1) Reema Magotra	Additional Director
2) Saurabh	Additional Director
3) Manishkumar Purshottambhai Solanki	Additional Director
4) Nileshkumar Bachubhai Parmar	Managing Director & CFO
5) Deepa	Company Secretary
6) Sanofarbanu Riyazahmed Shaikh	Director

12. ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

The particulars prescribed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached as ‘Annexure -1.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the year under review, no employee was in receipt of remuneration in excess of limits prescribed under Section 197 of the Companies Act, 2023 hence, the disclosure the required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is not given.

14. SUBSIDIARIES, JOINTVENTURES OR ASSOCIATE COMPANIES:

Your company has one subsidiary company named Global Market Insights IT Services L.L.C but does not have any Joint Venture or Associate Companies. The Report on the performance and financial position of subsidiary in Form AOC-1 pursuant to first proviso to Sub-section (3) of Section 129 of the Act and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report as ‘Annexure - 2.

15. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Indian Accounting Standard (lndAS-110)-Consolidated Financial Statements, Group Accounts form part of this Annual Report. The Group Accounts have been prepared based on financial statements received from the subsidiary, associate and controlled entities, as approved by their respective Boards.

16. AUDITORS:

I. STATUTORY AUDITORS AND AUDITORS REPORT

M/S. M A A K & ASSOCIATES, CHARTERED ACCOUNTANTS, Ahmedabad (Firm Reg. No. 135024W), were appointed as the Statutory Auditors of the Company for period of 5 years for the financial year 2024-25 to 2028-2029. The term of the said auditor is expiring in the ensuing Annual General Meeting and hence board recommend the appointment of M/S. M A A K & ASSOCIATES, Ahmedabad (Firm Reg. No. 135024W) as the Statutory Auditor for a term of 5 years for the financial year 2024-25 to 2028-2029.

The observations made by the Auditors in their Auditors Report and the Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Jitesh Patel & Associates, Company Secretaries, Ahmedabad, Gujarat to conduct Secretarial Audit for the year ended on 31 st March, 2025.

The Secretarial Auditors have notified certain comments in their Secretarial Audit Report as for F.Y. 2024-25 for non-complying in timely manner on certain SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015; compliances.

With regard to observations of the Secretarial Auditor for non-compliances and delayed compliances of various provisions of the Companies Act, 2013 and Listing Regulation along with the errors in certain filings, the management has taken note of the same and assured that going forward it will take necessary steps to ensure compliances with necessary provisions under the Companies Act, 2013 and Listing Regulation in timely and effective manner and strive to overcome such inadvertent errors.

Further, Based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24Aof the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board of Directors has recommended the appointment of M/s. Jitesh Patel & Associates, Practising Company Secretaries (Firm Registration No. S2016GJ407300) as Secretarial Auditors of the Company for a term of five (5) consecutive years to conduct the Secretarial Audit of five consecutive financial years commencing from financial year 2025-26 to 2029-30, for approval of shareholders/members of the Company.

The Company has obtained consent from M/s. Jitesh Patel & Associates, Practising Company Secretaries to the effect that their appointment as Secretarial Auditors of the Company for period of 5 years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 204 of the Companies Act, 2013.

The Shareholders/members are requested to consider and approve the appointment of the Secretarial Auditors of the Company.

II. COSTAUDIT& COST RECORDS

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit & maintenance of Cost Records were not applicable on the Company during Financial Year 2024-25.

17. REPORTING OF FRAUDS BY AUDITORS:

During the year under report, the Statutory Auditors and Secretarial Auditors have not reported any instance of fraud committed against your Company by its officers or employees, to the Audit Committee or the Board, under section 143(12) of the Companies Act, 2013.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013, constitution of Corporate Social Responsibility (CSR) Committee and matters relating to it is not applicable to Company. Hence, there is no information regarding the same.

20. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Loans, Guaranteesand Investments covered under the provisions of Section 186ofthe Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors Report.

21. RELATED PARTY TRANSACTIONS:

All related party transactions thatwere entered into duringthefinancialyearwere on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Details of related party transactions and related disclosures are given in the notes to the financial statements.

22. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

23. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism /Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behaviour in all its business activities and has adopted a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the employees/workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended 31st March, 2025. We affirm that during the financial year 2024-25, no employee or director was denied access to the Audit Committee.

Details of Whistle Blower Policy/Vigil Mechanism form part of the Corporate Governance Report.

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

No material changes and commitments have occurred between the end of the financial year and the date of this report, affecting the financial position of the Company.

25. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 201G:

During the year under report, no application was made against the Company, nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

26. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

27. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there was no change in the nature of business of the Company.

28. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

29. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

Pursuant to Clause 9 of Revised Secretarial Standard -1 (SS -1), your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the financial year under report.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

31. RISK MANAGEMENT POLICY:

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entitys objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in

(a) Overseeing and approving the Company s enterprise wide risk management framework; and

(b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company s risk management policies and systems.

32. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your company believes in providing a healthy, safe and harassment-free workplace for all its employees. Further company ensures that every women employee is treated with dignity and respect.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

34. ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation to the Government authorities, Companys bankers, customers, vendors, investors and allother stakeholdersfortheircontinued support during the year. Your Directors are also pleased to record their appreciation for the dedicated services of employees at all levels of operations in the Company.