Pix Transmission Ltd

Dear Members,

The Directors are pleased to present the Forty second Annual Report and the Audited Statement of Accounts for the year ended 31st March 2024, together with notice of Annual General Meeting.

Financial Results

Given below is the financial performance of the Audited Accounts for the year ended 31st March 2024:

(Rs in lacs)

1. PIX Middle East FZC, UAE

PIX Middle East FZC incorporated to carry on business of PIX Products in the market of Middle East Countries.

2. PIX Transmissions Europe Limited, U.K.

PIX Transmissions Europe Limited incorporated to carry on business of PIX Products and other products in the market of European countries.

1. PIX Middle East Trading LLC, UAE

PIX Middle East Trading LLC, UAE is subsidiary of PIX Middle East FZC established to carry on business of PIX Products in the market of Middle East Countries.

2. PIX Germany GmbH, Germany

PIX Germany GmbH, Germany is subsidiary of PIX Transmissions Europe Limited incorporated to carry on business of PIX Products and other products in the market of European Countries.

As required under the listing Agreement entered into with stock exchange, consolidated financial statement of the company and all its subsidiaries is attached. The consolidated financial statement has been prepared in accordance with Accounting Standard (AS)-21 on Consolidated Financial Statements.

A statement containing brief financial details of the company's subsidiaries for the financial year ended 31st March 2024 is included in the Annual Report and shown as ANNEXURE 1.

DIVIDEND ON EQUITY SHARE:

The Board recommends a dividend of Rs 7.00 per equity share of face value of Rs 10/- each on the subscribed Capital of the company for the financial year 2023-24 subject to approval of the shareholders.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, The Board of Directors report that:

I) In the preparation of the annual accounts for the year ended March, 31, 2024, the applicable Accounting Standards read with requirements set out under Schedule III of the Act, have been followed and there are no material departures from the same;

ii) Directors have 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 as at March, 31 2024 and of the Profit or Loss Account for the year ended on that date.

iii) 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;

iv) The Directors have prepared the Annual Accounts on a going concern basis;

v) The Directors have laid down internal financial control to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee the board is of the opinion that the company's internal financial controls were adequate and effective during the financial year 2023-24.

PUBLIC DEPOSITS

The Company has not invited and accepted deposits from the public during the financial year ended 31st March 2024.

INSURANCE

The assets of the Company are adequately insured against the risk of fire and other risks.

PARTICULARS OF EMPLOYEES

Under the provision of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5 (3) o f t h e C o m p a n i e s ( Ap p o i n t m e n t a n d Remuneration of Managerial Personnel), 2014 read with Companies (Particulars of Employees) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report as shown as ANNEXURE 2.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review , members of the company through Postal Ballot has re-appointed Mr. Amarpal Sethi as Chairman & Managing Director , Mr. Sukhpal Sethi as Wholetime Director , Mr. Sonepal Sethi as Joint Managing Director , Mr. Karanpal Sethi as Wholetime Director and Mr. Joe Paul as Wholetime Director.

In pursuance to the provisions of Act and Articles of Association of the company , Mr. Rishipal Sethi and Ms. Shirley Paul retire by rotation and being eligible offer themselves for re-appointment.The notice convening the AGM includes the proposal for their re-appointment .

The company has devised a policy for the performance evaluation of independent directors, Board committees and other individual directors which include criteria for performance evaluation of non-executive directors and executive directors. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

MEETING OF THE BOARD

During the year under review Five Board Meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. For further details please refer to Corporate Governance Report attached to this Annual Report.

MEETINGS OF THE BOARD COMMITTEES

The Board of Directors of the Company constituted the following Committees to focus on specific areas and make informed decisions in the best interests of the Company within the law:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility & Governance Committee

5. Risk Management Committee

The details of the composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members, during the financial year 2023-24 are provided in the Corporate Governance Report, which forms an integral part of this report.

All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism to deal with any fraud, irregularities or mismanagement within the company.

The whistle blower Policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

During the year under review, no complaint was received under Vigil Mechanism.

The Whistleblower Policy is available at the website of the Company at https://www.pixtrans.com/investors/policies.ph p

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provision of Act and the Corporate Governance requirement as prescribed by Securities and Exchange Board of India (SEBI) under Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015. The performance of Board was evaluated by the Board after seeking inputs from all directors on the basis of criteria such as Board Composition & Structure, Effectiveness of Board Process, Information, and functioning, etc.

In a separate meeting of Independent directors' performance of Executive Directors, performance of the Board as whole and performance of Chairman was evaluated, taking into account the views of executive directors and non-executive Directors.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTION

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. The particulars of such related party transactions are annexed herewith as Annexure-3.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee comprising Mr. Rishipal Sethi (Chairman), Mr. Joe Paul (Whole-time Director) and Dr. Aqueel A Mulla (Independent Director) as other members of the committee.

The Company has undertaken CSR initiatives in areas of Education and Health which are projects in accordance with Schedule VII of the Companies Act, 2013.

A detailed report on CSR activities undertaken during the financial year 2023-24 is enclosed as ANNEXURE - 4.

The CSR Policy recommended by CSR committee and approved by the Board has been uploaded on t h e w e b s i t e o f t h e C o m p a n y a t https://www.pixtrans.com/investors/policies.ph p

WEB LINK OF ANNUAL RETURN

The annual return of the Company under the Companies Act, 2013 is placed on the Company's website at

https://www.pixtrans.com/investors/investorPD

F/Annual_Return

STATUTORY AUDITOR

The Board of Directors at their meeting held on 26th May 2023, as per the recommendation of Audit Committee had approved the appointment of M/s SGCO & CO.LLP, Chartered Accountants (ICAI Firm Registration No 112081W/W100184) as Statutory Auditors of the Company to fill the casual vacancy created due to the resignation of M/s MSKA & Associates (Firm Registration No. 105047W) as Statutory Auditors.

Members of the company at the 41st Annual General Meeting has approved the appointment of M/s SGCO & CO.LLP, Chartered Accountants (ICAI Firm Registration No 112081W/W100184) as the Statutory Auditors of the Company for a period of five years from the conclusion of 41st AGM till the conclusion of the 46th AGM.

AUDITORS' REPORT

There are no qualifications, observations or adverse remarks in the Audit Report issued by the Statutory Auditors of the company for the financial year ended March 31, 2024. The notes forming part of the accounts are self explanatory and do not call for any further clarifications.

COST AUDITOR

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. Manisha & Associates, Cost Accountants, as cost auditors of the Company to carry out the audit of cost accounting records for the financial year 2024-25. Proposal for ratification of remuneration of the Cost Auditor is placed before the shareholders.

REPORT ON INTERNAL FINANCIAL CONTROL

The Report on Internal Financial Control as required under clause(I) of sub-section 3 of section 143 of the Companies Act 2013 has been attached along with Auditor's Report.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s S.D Bargir & Co, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by the Secretarial Auditors is enclosed herewith as a part of this report and shown as ANNEXURE-5

M/s S.D Bargir & Co has resigned from the office of Secretarial Auditor. Board of Directors at its meeting held on 28th June 2024 has appointed M/s Z. M. Shaikh & Associates, practicing company Secretaries to undertake the Secretarial Audit of the Company for the financial year 202425

RISK MANAGEMENT

The Board of Directors of the company has formed a Risk Management Committee to frame, implement and monitor the Risk Management

Plan for the company. The committee is responsible for reviewing the Risk Management Plan and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. Major risks identified b y t h e b u s i n e s s e s a n d fu n c t i o n s a re systematically addressed through mitigating action on a continuing basis. The development and implementation of Risk Management Policy h a s been covered in th e M a n a gem en t Discussions and Analysis, which forms part of this report.

REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES.

The information required pursuant to Section 197 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel ) Rul es, 2014 a nd Com pa nies (Particulars of Employees) Rules, 1975, in respect of Directors/KMP of the Company is furnished hereunder:

(Rs in lacs)

Conservation of energy:

Company is always looking towards every step in the direction of conservation of energy. Supply of better q u a l i ty wa ter a n d red u cti on of consumption of water, steam, fuel and electricity have improved consumption ratio with respect to per ton of finished product, thereby conserving energy.

The Major sources of energy in the company are:

1. Fuel /Steam

2. Electricity

3. Water

1.0 Conservation of steam

1.1 Fuel change from furnace oil to Biomass briquette by replacing the steam boilers from furnace oil fired Boiler to solid fuel Boiler has reduced the consumption of fuel.

1.2 Automation of the belt curing pots has optimized the steam utilization, controlled on steam wastage which has resulted to saving of steam consumption.

1.3 Use of solid fuel adhesive has reduced the consumption of Biomass briquette fuel.

1.4 Waste heat recovery systems have been introduced in pot and press section. The waste heat is utilized for pre-heating of boiler feed water optimized the steam utilization, controlled on steam wastage which has resulted to saving of steam consumption.

1.5 Reuse of condensate has reduced the consumption of fuel.

1.6 Heating of water by using flash steam in process a rea h a s red u ced th e stea m consumption.

1.7 Reduction in fuel consumption by use of good quality water for boiler feed & regular cleaning & maintenance of boilers.

1.8 Optimum utilization of steam, control on wastage & leakages of steam and maintaining proper insulation has contributed to saving of steam consumption.

1.9 The manufacturing plant incorporates the most advanced and next gen advanced Air curing pots on High pressure air thereby resulted in Steam consumption Volume.

2.0 Conservation of electricity

2.1 Installation of natural sky lights sheets on plant builds resulted in saving of electricity in daytime.

2.2 Installation of Natural Day light Domes on Sheds resulted in saving of electricity in day time.

2.3 Provision of Special grade Insulation below roof and sides resulted in drop in temperatures, thereby reducing Air Coolers and Air conditioners Electrical consumption.

2.4 Installations of Turbo- Ventilators (Self draft driven), has added savings in consumption.

2.5 Old reciprocating type air compressors / chilling plants and old process machineries has been replaced by energy efficient screw type air compressors / chilling plants and new automated process machineries which has reduced electricity consumption significantly.

2.6 Optimum utilization of compressed air & chilled water, control on wastage & leakages and maintaining proper insulation has contributed to saving of compressed air & chilled water, which has resulted to saving of electricity.

3.0 Conservation of water

3.1 By setting up a new sewage treatment plant & new effluent treatment plant, treated water is used for gardening, floor washing, toilets etc which resulted in reduction of fresh water consumption.

3.2 Installation of cooling towers for recirculation of water used for machines cooling, conserve the ample quantity of fresh water.

3.3 Use of reverse osmosis plant & water softening plant for treating of raw water, helps to reduce feed water consumption in boiler, increases the life of process machineries and provide good quality of drinking water.

3.4 Collection of maximum amount of steam condensate, reduce the feed water consumption in Boilers.

3.5 Reuse of waste water of RO plant for washroom resulted in reduction of water consumption.

3.6 Execution of rain water harvesting systems, which help to increase Ground water table in in surrounding area and conserve the water.

As a result to above energy conservation measures; Cost of fuel, Electricity and water per ton of goods production has reduced considerably and made consequent impact on the cost of finished goods.

The disclosure of particulars with respect to conservation of energy is attached to the Directors' Report as ANNEXURE-6

A. Technology absorption

Updation of Technology is a continuous process, technology absorption are adapted and implemented by the Company for innovation. Efforts are continuously made to develop new products required in the Rubber Industry.

B. Foreign exchange earnings & outgo

Particulars regarding foreign exchange earnings and outgo are provided in notes of the Audited Account. The Company has retained its status as net foreign exchange earner. The particulars of foreign exchange earnings and outgo as required under the Companies (Accounts) Rules, 2014 is given in the annexure to this report and shown as ANNEXURE-6.

Environmental Policy

The Company follows environment policy of sustainable growth with minimum pollution and taking green initiatives to improve environment in all its production processes.

Design & Development /testing Laboratory "Research is to see what everybody else has seen, and to think what nobody else has thought"

The strength of the company lies in the introduction of new products through robust design, development, dynamic & static validation.

The Research & Development department is responsible for development of new product as per customer need and expectation & specific requirements.

Product development is a series of steps that includes the conceptualization, basic & applied research, reverse engineering and market analysis.

The objective of product development is to cultivate, maintain and increase a company's market share by satisfying the consumer ongoing demand.

The Company has State of the Art facilities& rich experienced, multi skilled subject matter experts capable for validating and verifying the entire product range of Belts and Allied Products that the organization has in its range and proposes to innovate.

Sexual Harassment of Women at Workplace;

During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgment

The Directors wish to place on record their appreciation towards all associates including Customers, Collaborators, Government Agencies, Financial Institutions, Bankers, Suppliers, Shareholders, Employees and others who have reposed their confidence in the Company.