Pressure Sensitive Systems (India) Ltd

TO

THE MEMBERS OF THE COMPANY PRESSURE SENSITIVE SYSTEMS (INDIA) LIMITED

Your directors feel great pleasure in presenting 37^th Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs except EPS)

2. REVIEW OF OPERATIONS

During the year under review, the Company's Revenue from Operations on Standalone basis stood at Rs. 13.25 lakhs compared to 13.52 in the previous year. The loss for the year on Standalone basis stood at Rs. 0.49 Lakhs as against profit of Rs. 0.12 Lakhs reported in the Previous Year.

Whereas your company has earned a net revenue from operation on consolidated basis of Rs. 34904.62 lakhs compared to 4108.91 in the previous year. The Net Profit for the year on Consolidated basis stood at Rs. 14148.78 lakhs as against profit of Rs. 3844.05 lakhs in the Previous Year.

3. CHANGE IN MANAGEMENT AND CONTROL

In view of the appointments and resignation of Directors in the Board of the Company, following is the revised Composition of the Board;

The details of change in composition of board of directors including the numbers of meeting held and attended by each director has been provided in Corporate Governance Report that forms integral part of this report.

4. DIVIDEND

Your directors do not recommend any dividend for the Financial Year 2023-24 as company suffered loss during the current year.

5. TRANSFER TO RESERVES

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

6. SHARE CAPITAL OF THE COMPANY

During the year under review, the company has increased the Authorized share capital from Rs. 15,50,00,000/- divided into 15,50,00,000 Equity Shares of Rs.1/- each to Rs. 22,00,00,000/- divided into 22,00,00,000 Equity Shares of Rs.1/- each in Annual General Meeting held on September 30, 2023.

The Authorized Equity Share Capital of the company at 31^st March, 2024 is Rs. 22,00,00,000/- The Paid-up Equity Share Capital of the company as 31^st March, 2024 is Rs. 14,83,62,000/-.

7. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

8. ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at http://www.pressuresensitive.xyz/.

9. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

10. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

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

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

b. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

c. The Annual Accounts have been prepared on a going concern basis;

d. That 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; and

e. That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. CORPORATE GOVERNANCE REPORT

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.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable

C. Foreign Exchange Earning and Outgo

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, JOINT VENTURES 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 I.

15. FINANCE & ACCOUNTS

Your Company prepares its financial statements (Standalone and Consolidated) in compliances with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India.

Cash and Cash Equivalents on Standalone basis as at March 31, 2024 were Rs. 14,04,000/- Cash and Cash Equivalents on Consolidated basis as at March 31, 2024 were Rs. 133,32,10,000/-

The company continues to focus on its working capital, receivables and other parameters were kept under check through continuous monitoring.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed and traded on Bombay Stock Exchange (BSE SME).

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (“Act”) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

Appointment & Resignation Of Directors

During the year financial year 2023-2024 and till the date of this report, following changes took place in the constitution of Board of Directors;

Number of Meetings of the Board

The details of the number of meetings of the Board held during the Financial Year forms part of the Corporate Governance Report.

Committees of the Board

The Board of Directors has the following Committees:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

During the year under review, there was change in Key Managerial Personnel of the company and accordingly, at present, the following are the Key Managerial Personnel of the Company;

19. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Directors was completed during the year under review.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

20. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

build an understanding of the Company's processes and fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expectations from them.

21. 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.

II. 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. Mukesh J. & Associates, Company Secretaries, Ahmedabad, Gujarat to conduct Secretarial Audit for the year ended on 31^st March, 2024.

The Secretarial Auditors have notified certain comments in their Secretarial Audit Report for F.Y. 2023-24 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.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances.

23. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL

RESPONSIBILITY INITIATIVES

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during previous financial year,

The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees and investments, if any taken or given, have been disclosed in the financial Statement annexed with this report.

25. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The Management Discussion and Analysis Report, highlighting the important aspects of the business of the company for the year under review is given as a separate statement as Annexure III, which forms part of this Annual Report.

26. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's 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.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors' Report.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior. 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 31^st March, 2024. We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit Committee.

29. 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 entity's 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.

30. 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.

31. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY

CODE 2016

During the year under the review, there were no applications made or proceedings pending in the name of the company under the insolvency and bankruptcy code, 2016.

32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the year under the review, there has been no one time settlement of loans taken from banks and financial institutions.

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

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.