To,
The Members,
PRESSTONIC ENGINEERING LIMITED (the "Company")
The Board of Directors is pleased to present the Company's 4th Annual Report
along with the audited financial statements for the financial year ended on 31st 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 18th 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 COMPANY'S 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 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 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 3rd 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 1st 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 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 & 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 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. 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 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 16th
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. 29th
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. 1st July
2025.
29. INSURANCE:
The Company has taken adequate insurance cover of all its movable & immovable
assets to cover
4TH 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 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 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 31st 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. 13th 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 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 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
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.
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 Company's 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 Company's 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 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 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
|