Directors Report of PCS Technology Ltd.

Mar 31, 2025

Your Directors are pleased to present the 44th Annual Report of PCS Technology Limited (PCS’ or ''Company''), along with the audited financial statements of the
Company, for the financial year ended March 31,2025 (“FY 2024-25/ FY 2025”).

FINANCIAL PERFORMANCE

A brief summary of the Company’s standalone and consolidated performance for the financial year 2024-25 is given below:

(Rs In lakh)

Particulars	Consolidated		Standalone
	FY: 2024-25	FY: 2023-24	FY: 2024-25	FY: 2023-24
INCOME-
Revenue from operations	36.56	34.31	36.56	34.31
Other Income (net)	376.42	305.76	370.62	300.08
Total Income	412.98	340.07	407.18	334.39
EXPENSES-
Employee benefit expenses	93.24	80.86	93.24	80.86
Finance costs	38.83	40.49	38.83	40.49
Impairment / (Gain) on financial instruments and exceptional Items	(5.64)	(17.09)	(5.64)	(17.09)
Depreciation and amortisation expenses	23.54	18.76	23.54	18.76
Other expenses	74.98	79.35	74.28	78.27
Total Expenses	224.94	202.37	224.25	201.29
Profit before tax	188.02	137.70	182.92	137.70
Tax Expense	53.32	35.35	51.89	34.25
Profit for the Year	134.70	102.35	131.04	98.85
EPS (Basic & Diluted) in Rs. per share	0.64	0.49	0.63	0.47

#The Audited Financial Statements of your Company as on March 31,2025, are prepared in accordance with the relevant applicable Indian Accounting Standards
(“Ind AS”) and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of
the Companies Act, 2013 (“Act”).

#Previous year figures have been regrouped/re-arranged wherever necessary
BUSINESS OUTLOOK & OPERATIONAL PERFORMANCE

During the year, the company did not carry any new business. The Company, however preferred to preserve its financials position and with this view, had parked
substantial funds with the Banks in Term Deposits to derive steady income for smooth operations of the Company. The Company, in the current year earned overall
revenue amounting to Rs. 407.18 Lakh (compared to previous year Rs. 334.39 Lakh) and the Profit after tax was Rs. 131.04 Lakh (Previous year Rs. 98.85 Lakh).
The Company has maintained positive level of profitability by cutting down various costs and proper utilization of funds.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the annual return in the prescribed format as on March 31,2025 is available on the Company’s
website at www.pcstech.com/investors.

DIVIDEND

In order to conserve the resources of the Company, your directors express their inability to recommend any dividend on the equity share for the financial year
ended 31 ^st March, 2025.

During the year, the Board at its Meeting held on 11th February, 2025, has considered and approved Dividend to the Preference shareholders @ 9% on 3975000¬
9% Redeemable, Non-Convertible, Non-Cumulative Preference Shares (‘Preference Shares’) of Rs. 10/- each fully paid-up aggregating to Rs. 29,69,815/- to the
Preference Shareholders of the Company for the Financial Year 2024-25. The dividend was paid on pro rata basis for the period beginning from 1st April, 2024 till
the date of redemption.

REDEMPTION OF PREFERENCE SHARES

During the year, the Company had completed redemption of 39,75,000 ‘9% Non-Cumulative, Non-Convertible, Redeemable Preference Shares on 29^th January,
2025, which was redeemed at face value i.e. Rs. 10 per share, resulting aggregating to Rs. 3,97,50,000/- as payment towards redemptions value. The Company
has not paid any premium on redemption.

RESERVES

Since the Company does not recommend any dividend on equity shares, it is not required to transfer any amount to the General Reserve of the Company for the
year under review. However, during the year, the Company has utilized/transferred Rs. 3,97,50,000/- from reserve & surplus fund of the company for redemption
of preference shares.

DEPOSITS

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Act, read with the Companies (Acceptance of Deposits)
Rules, 2014.

SHARE CAPITAL

As on 31 ^st March 2025, the paid-up equity share capital of the Company is Rs. 209,506,770 /- comprising 209,50,677 no. equity shares having face value of Rs.
10 each. During the year, there was no change in equity share capital of the Company.

During the year, 39,75,000 ‘9% Non-Cumulative, Non-Convertible, Redeemable Preference Shares having face value of Rs. 10 each were redeemed by the
Company. Accordingly, pursuant to this redemption, the Preference Share capital of the Company has been reduced to zero as on 31st March 2025.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITIONS OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred during the financial year to which the
financial statements relate.

ANNUAL PERFORMANCE EVALUATIONS

The Board through Nomination and Remuneration committee, evaluated the effectiveness of its functioning and that of the Committees and of the individual
Directors by seeking their inputs on various aspects of Board/Committee Governance.

Further, the Independent Directors at their separate meeting, reviewed the performance of Board as a whole and performance of the Chairman and Vice Chairman
of the Company and also of Non-Executive Directors.

The criteria for performance evaluation as laid down by the Nomination Committee are mentioned in Corporate Governance Report attached to the Directors’
Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there were no changes in the composition of the Board of Directors of the Company. None of the Directors is disqualified under
Section 164 of the Act. They are not debarred from holding the office of Director pursuant to any order of SEBI or any other authority.

As per Article 135 of the Articles of Association of the Company, Mr. G. K. Patni, Promoter & Non-executive director of the Company is liable to retire by rotation
at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board on the recommendation of Nomination and Remuneration Committee, has considered and recommended to the members for continuation of directorships
of Mr. A. K. Patni (Promoter, Non-executive director) and Mr. H. C. Tandon (Independent Director), even after crossing the age of 75 years in compliance with
Regulation 17 (1A) of SEBI Listing Regulations, 2015.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, upon recommendation of the NRC committee, the Board has appointed Mr. Sandeep Patel as Company Secretary & Compliance
Officer of the Company with effect from 15^th July, 2024.

Ms. Neha Kumari resigned as Company Secretary & Compliance Officer with effect from 30^th April, 2024.

As on the date of this report, the Company has the following Key Managerial Personnel as per Section 2(51) and Section 203 of the Act.

Name of KMP	Designation
Mr. Bhaskar Patel	Chief Executive Officer
Mr. M.P. Jain	Chief Financial Officer
Mr. Sandeep Patel	Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Act, each Independent Director has confirmed to the Company that each of them meet the criteria of independence laid
down in Section 149(6) of the Act, and is in compliance with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation
16(1)(b) of the SEBI Listing Regulations. Further, each Independent Director has affirmed compliance to the Code of Conduct for Independent Directors as
prescribed in Schedule IV of the Act. The Board has taken on record such declarations after due assessment of their veracity.

NUMBER OF BOARD MEETINGS

During the year under review, 5 (Five) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

COMMITTEES OF THE BOARD

As on the 31^st March, 2025, the Board has 4 committees viz. Audit Committee, Stakeholders’ Relationship Committee (‘SRC’), Nomination and Remuneration
Committee (‘NRC’) and Corporate Social Responsibility Committee (‘CSR’).

All the recommendations made by the Board''s committees, including the Audit Committee, were accepted by the Board. The details of the above Committees
including meeting held during the year are given in the Corporate Governance Report.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS

Management Discussion Analysis (MDA) and report on Corporate Governance along with Auditors'' Certificate on Corporate Governance is annexed to this Report
as Annexure 1 and 2, respectively.

STATUTORY AUDITORS AND REPORT

Mr. Divyesh Mehta of M/s. Vinod K Mehta & Co., Chartered Accountant (Firm Registration No.111508W) was re-appointed as Statutory Auditors of the Company
at the 41^st AGM held on 21^st September, 2022 to hold office till the conclusion of the 46^th AGM to be held in the year 2027. There are no qualifications, reservations
or adverse remarks or disclaimer made by the Statutory Auditors in their report for the Financial Year ended March 31,2025.

SECRETARIAL AUDITORS AND SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, M/s. Kaushal Doshi & Associates, Practising Company Secretaries (FCS: F10609/COP No: 13143) Mumbai, was appointed as Secretarial Auditors of the
Company for the financial year ended March 31,2025. There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors
in their report for the Financial Year ended March 31,2025. The Secretarial Auditors Report issued is annexed to this Report as Annexure-3.

In compliance with SEBI Listing Regulations read with Section 204 of the Act and Rules thereunder, the Board of Directors, on the recommendation of the Audit
Committee, subject to subject to approval of shareholders in the ensuing Annual General Meeting, made the appointment of M/s. Kaushal Doshi & Associates,
Practicing Company Secretaries, as the Secretarial Auditors of the Company to hold office for a term of five consecutive years commencing from financial year
2025-26 till financial year 2029-30.

REPORTING OF FRAUDS BY AUDITORS

Reporting of frauds by auditors during fiscal 2025, the statutory auditor and the secretarial auditor have not reported any instance of fraud committed in the
Company by its officers or employees.

INTERNAL AUDITORS

In terms of the provisions of Section 138 of the Act read with Companies (Account) Rules, 2014, the Company has appointed M/s Patil Gaikwad & Associates,
Chartered Accountants, Mumbai as the internal auditors.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-section (3C) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

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

ii) Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2025 and of the profit of the Company for the said year;

iii) Proper and sufficient care has been taken 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) Annual Accounts have been prepared on a going concern basis;

v) Internal Financial controls are followed by the Company in adequate manner and are operating effectively;

vi) 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the provisions relating to CSR contained in Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee comprising
following Directors of the Company_:

Name of CSR Committee member	Designation
Mr. G.K. Patni	Non-executive Director & Chairman
Mr. A.K. Patni	Non-executive Director & Vice- Chairman
Mr. H.C. Tandon	Independent Director
Mrs. Mona Bhide	Non-executive Director

The Committee oversees and monitor Company’s CSR activities in line with the CSR policy of the Company in compliance with the provisions of the Companies
Act, 2013. The CSR has been integral part of the Company. The CSR policy on the Company is displayed on Company‘s website www.pcstech.com.

During the year under review, the Company has not made any provision for the CSR expenditure as it is not covered under the conditions as prescribed under
Section 135 (1) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 IN THE
PRESCRIBED FORM

The particulars of arrangements with related parties referred to in Section 188(1) of Companies Act, 2013 as prescribed in Form AOC-2 is annexed as Annexure-4
to this report.

SUBSIDIARY COMPANY

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies
for the financial year ended 31st March 2025, are provided in Form AOC-1 as Annexure-5 to this report. In accordance with fifth proviso to Section 136(1) of the
Companies Act, 2013, audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed
on the website of the Company at www.pcstech.com/investors/Annual Report.

NAMES OF COMPANIES, WHICH HAVE BECOME OR CEASED TO BE COMPANY’S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR DURING THE YEAR UNDER REVIEW, NO COMPANY HAS BECOME OR CEASED TO BE COMPANY’S SUBSIDIARY, JOINT VENTURE
OR ASSOCIATE COMPANY

During the year under review, no Company has become or ceased to be Company’s Subsidiary, Joint Venture or Associate Company.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place a Policy on Prevention of Sexual Harassment in line with the provisions of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

Internal Complaints Committee (ICC) has been set up to redress complaints, if any, received regarding sexual harassment. All employees whether permanent,
contractual, temporary etc. have been covered under this Policy.

The Policy is gender neutral. During the year under review, no complaints alleging sexual harassment were received by the Company.

RELATED PARTY TRANSACTIONS

The members on 27^th March, 2024 has passed a resolution through postal ballot for approving the Related Party Transactions between the Company and
Kalpavruksh Systems Private Limited for a period of 3 (three) financial years pursuant to Regulation 23 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. During the financial year Related Party Transactions were in compliance to the provisions of Section
188 of the Companies Act, 2013. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements.
Particulars of contract/arrangement (Form AOC-2) made with related parties during the financial year which are material are provided, annexed to this Report as
Annexure-5.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on Directors’ Appointment and Key Managerial personnel
and Remuneration including criteria for determining qualifications, positive attributes including independence of a directors of the Company.

Extracts of the Remuneration Policy is stated in the Corporate Governance Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Code has been posted
on the Company’s website. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in
their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives
guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior
Management personnel have confirmed compliance with the Code.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated Financial Statements have been prepared in accordance with the provisions of Section 129 of the Companies Act, 2013, applicable Accounting
Standards and the provisions of the regulations of SEBI (LODR), Regulation 2015 forms part of this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has put in place adequate internal financial controls with reference to its financial statements. These controls ensure the accuracy and completeness
of the accounting records and the preparation of reliable financial statements. The Audit committee of the Company overseas and review the internal control
systems and procedures prevailing in the Company.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with
Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided under Annexure 6 to this Report.

During the financial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 197 read with Rule 5 (2) of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The Information required under the above heads in accordance with the provision of section 134(3) (m) of the Companies Act, 2013 are provided as Annexure-7
to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has not made any loan, guarantees or investment. The additional details on the particulars of loans, guarantees given and
Investments are provided as Annexure-8 to this Report.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and
its future operations

SECRETARIAL STANDARDS COMPLIANCE CONFIRMATION

In terms of Section 118(10) of the Act, the Company complies with Secretarial Standards 1 and 2, relating to the ‘Meetings of the Board of Directors’ and ‘General
Meetings’, respectively as issued by the Institute of Company Secretaries of India ("ICSI”) and approved by the Central Government.

DESIGNATE PERSON FOR FURNISHING OR PROVIDING INFORMATION TO THE REGISTRAR OF COMPANIES WITH RESPECT TO BENEFICIAL
INTEREST IN SHARES OF THE COMPANY

Pursuant to Rule 9 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Companies Act, 2013, the Board of
Directors of the Company designated Company Secretary of the Company for furnishing or providing information to the Registrar of Companies with respect to
beneficial interest in shares of the Company.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, there were no unpaid and un-claimed amounts liable to be transferred to the Investor Education and Protection Fund. Mr. Sandeep Patel,
Company Secretary, designated as Nodal Officer for various IEPF compliances.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was
held on 21^st March, 2025. Further details are provided under Corporate Governance Report annexed to this report.

CYBER SECURITY

During the year under review, your Company did not face any incidents or breaches or loss of data breach in Cyber Security.

OTHER DISCLOSURES AND AFFIRMATIONS

a. There were no proceedings, either filed by or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company
Law Tribunal or any other court.

b. There were no instance of one-time settlement with any Bank or financial institution.

c. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations
in future.

ACKNOWLEDGEMENTS

Your Directors express their warm appreciation to all the employees for their diligence and valuable contribution made towards the growth of the Company. The
Board of Directors place on record their appreciation for the un-stinted support by the Bankers and Financial Institutions and confidence given by the Customers,
Suppliers and Shareholders at all levels towards the growth and development of the Company. The Board looks forward to your continuous support to the
Company’s endeavour for its growth.

For and on behalf of the Board of Directors

Sd/-

H.C. Tandon Ashok Kumar Patni

Independent Director Vice-Chairman

DIN:00037611 DIN: 00014194

Mumbai, 27^th May, 2025

---

Mar 31, 2024

Your Directors are pleased to present you the 43rd Annual Report of the Company along with the statement of Audited Financial Statements for the financial year ended 31st March 2024.

FINANCIAL RESULTS

Key highlights of standalone Audited Financial Results of the Company for the financial year 2023-24 are tabulated below:

(Rs. In lakhs)

Particulars	Financial Year ended 31.03.2024	Financial Year ended 31.03.2023
INCOME
Revenue from operations	34.31	31.85
Other income (net)	300.08	268.48
TOTAL INCOME	334.39	300.33
EXPENSES
Employee benefit expenses	80.86	82.89
Finance costs	40.49	40.04
Impairement / (Gain) on financial instruments and Exceptional Items	(17.09)	5.08
Depreciation and amortisation expenses	18.76	18.86
Other expenses	78.27	80.22
TOTAL EXPENSES	201.29	227.09
PROFIT BEFORE TAX	133.10	73.24
Tax Expense	34.25	36.29
PROFIT OF THE YEAR	98.85	36.95

OPERATIONS

Looking at the prevailing scenario, the Company did not enter in its existing line of business. The Company however preferred to preserve its financials and with this view, had parked funds with the Banks in Term Deposits to derive income. The Company, in the current year earned revenue from operations amounting to Rs 34.31 lacs (Previous year Rs. 31.85 Lacs) and Profit before Tax amounting to Rs. 133.10 Lacs (Previous year Rs.73.24 Lacs). The reduction in Bank Deposits rates has impacted interest income. The Company has maintained positive level of profitability by cutting down various costs and proper utilization of funds.

ADEQUACY OF INTERNAL FINANCIAL CONTROL: The Company has in place adequate internal control procedures commensurate with the size of the Company and the nature of its business.

RISK MANAGEMENT POLICY: The Company has in place risk management policy for identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2024 is available on the Company’s website at www.pcstech. com

DIVIDEND

In order to conserve the resources of the Company, your Directors express their inability to recommend any dividend for Equity Shares for the financial year ended 31st March, 2024.

During the year under review, the Board at its meeting held on 13th February, 2024 had declared Dividend to the Preference shareholders 9% dividend on 39750009% Redeemable, Non-Convertible, Non-Cumulative Preference Shares (Preference Shares) of Rupees 10/- each fully paid-up aggregating to Rs. 3,97,50,000 to the Preference Shareholders of the Company for the Financial Year 2023-24. Net amount of dividend was distributed after deducting the TDS.

RESERVES

Since the Company do not recommend any dividend, it is not required to transfer any amount to the General Reserve of the Company for the year under review. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITIONS OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred during the financial year to which the financial statements relate.

ANNUAL PERFORMANCE EVALUATIONS

The Board evaluated the effectiveness of its functioning and that of the Committees and of the individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

Further, the Independent Directors at their meeting, reviewed the performance of Board as a whole and performance of Chairman of the Company and also of Non-Executive Directors.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution at Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its performance:

iv. Providing perspectives and feedback going beyond information provided by the management,

v. Commitment to shareholder and other stakeholder interests.

vi. The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors.

A member of the Board will not participate in the discussion of his/ her evaluation.

The criteria for performance evaluation as laid down by the Nomination Committee are mentioned in Corporate Governance attached to the Directors’ Report of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sushil Paharia and Mr. Anshuman Jagtap were appointed as Non- Executive Independent Director at Company''s Board Meeting held on 13th February, 2024 and members of the Company approved their appointment as Non- Executive Independent Director on 27th March, 2024 by passing a Special resolution through postal ballot conducted by Company.

In the opinion of the Board, Mr. Sushil Paharia and Mr. Anshuman Jagtap bring on board the required experience, integrity, expertise, and relevant proficiency which will add tremendous value to the Board in exercising their role effectively.

During the year, Ms. Neha Kumari appointed as Company Secretary & Compliance officer of the Company w.e.f. 26.10.2023.

Mr. Kamal kumar Barjatya and Mr. Satish Ajmera as per their terms of appointment have ceased to act as Non- Executive Independent Director as on 31.03.2024. The Company takes on records the invaluable contributions made by them during their tenure as the Director towards the progress of the Company.

During the year, Mr. Mehul Monani resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. 31.07.2023.

Ms. Neha Kumari resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. 30.04.2024.

As per Article 135 of the Articles of Association of the Company, Mrs. Mona Bhide (Din- 05203026), Non-Executive Women Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment on the Board of your company.

DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

BOARD AND AUDIT MEETINGS

During the year under review, 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Board of Directors has accepted all the recommendations of Audit committee during the year.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on Directors’ Appointment and Key Managerial personnel and Remuneration including criteria for determining qualifications, positive attributes including independence of a directors of the Company.

Extracts of the Remuneration Policy is stated in the Corporate Governance Report.

COMMITTEES OF THE BOARD

Currently, the Board has Four (4) Committees namely: Audit Committee, Stakeholders’ Relationship Committee (SRC), Nomination and Remuneration Committee (NRC) and Corporate Social Responsibility Committee (CSR Committee).

The Composition of each of the committee is mentioned in the Annexure 1 of the Boards’ Report.

STATUTORY AUDITORS

Mr. Divyesh Mehta of M/s. Vinod K Mehta & Co., Chartered Accountants (Firm Registration No.111508W) was re-appointed as Statutory Auditors of the Company at the 41st AGM held on 21st September, 2022 to hold office till the conclusion of the 46th AGM to be held in the year 2027.

The statutory auditor’s report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014.

SECRETARIAL AUDITOR

Mr. Kaushal Doshi of M/s. Kaushal Doshi & Associates, Practicing Company Secretary, having Membership No. F 10609 and C.P. No. 13143 was appointed to conduct the secretarial audit of the Company for the financial year 2023-24 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit report for FY 2023-24 forms part of the Annual report as Annexure 2 to the Board’s Report.

The secretarial auditor’s report do not contain any qualifications, reservations, or adverse remarks or disclaimer except for delay in submitting of financial results by 03 minutes and 07 minutes for the quarter ended June 2023 and December 2023 respectively. The delays have occurred due to unavoidable circumstances and the Company will strive to avoid such delays in future.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the ongoing concern status and Company’s operations. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-section (3C) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2. Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2024 and of the profit of the Company for the said year.

3. Proper and sufficient care has been taken 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.

4. Annual Accounts have been prepared on a going concern basis.

5. Internal Financial controls are followed by the Company in adequate manner and are operating effectively.

6. 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the provisions relating to CSR contained in Companies Act, 2013, the Board of Directors of your Company has set up a CSR Committee comprising four Directors of the Company namely :

Mr. Gajendra Kumar Patni - Non - Executive Non- Independent Director;

Mr. Ashok Kumar Patni - Non - Executive Non- Independent Director;

Mrs. Mona Bhide - Non- Executive Women Director; and

Mr. Harish Chandra Tandon - Non- Executive Independent Director

The Committee will oversee and monitor its CSR activities in line with the CSR policy of the Company in compliance with the provisions of the Companies Act, 2013. CRS has been integral part of the Company. The CSR policy on the Company is displayed on Company‘s website www.pcstech.com.

During the year under review, the Company has not made any provision for the CSR expenditure as it is not covered under the conditions as prescribed under Section 135 (1) of the Companies Act, 2013.

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion Analysis is included as a part of the Annual Report along with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the provisions of SEBI (LODR) Regulation, 2015. Corporate Governance report annexed herewith and marked as Annexure 3

SUBSIDIARY COMPANY

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies for the financial year ended 31st March 2024 namely, PCS Positioning Systems (India) Limited and PCS Infotech Limited are attached in Form AOC-1 and is annexed and marked as Annexure-4(A) of the Annual Report. In accordance with fifth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed on the website of the Company at www.pcstech.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM

The particulars of arrangements with related parties referred to in Section 188(1) of Companies Act, 2013 as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 is annexed and marked as Annexure- 4(B).

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place a Policy on Prevention of Sexual Harassment in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

Internal Complaints Committee (ICC) has been set up to redress complaints, if any, received regarding sexual harassment. All employees whether permanent, contractual, temporary, etc have been covered under this Policy.

The Policy is gender neutral. During the year under review, no complaints alleging sexual harassment were received by the Company.

RELATED PARTY TRANSACTIONS

The Company on 27^th March, 2024 has passed a resolution through postal ballot by approving the Related Party Transactions between the Company and Kalpavruksh Systems Private limited for period of 3 (three) years and pursuant to Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year the transaction with Related Party Transactions were in compliance to the provisions of Section 188 of the Companies Act, 2013. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

DEPOSITS

Your Company has neither invited nor accepted any deposits from the public so far.

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Company’s website www.pcstech.com. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated Financial Statements have been prepared in accordance with the provisions of Section 129 of the Companies Act, 2013, applicable Accounting Standards and the provisions of the regulations of SEBI (LODR), Regulation 2015 and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 5 to the Board’s Report.

During the financial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 197 read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The Information required under the above heads in accordance with the provision of section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure 6 to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees given and Investments made during the year under review under Section 186 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this report and marked as Annexure 7.

SECRETARIAL STANDARDS OF ICSI: Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors ("SS - 1") and General Meetings (“SS-2") issued by The Institute of Company Secretaries of India ("ICSI") and as approved by the Government of India.

GENERAL DISCLOSURES

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:

a) The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a}(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished

b) The Company has not Issued any Sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62{1)(b) of the Act read with Rule 12(9) of the Companies (Shere Capital and Debenture) Rules, 2014 is furnished.

d) During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

e) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

f) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

g) Amount required to be transferred to IEPF ACKNOWLEDGEMENTS

Your Directors express their warm appreciation to all the employees at various units for their diligence and contribution made towards the growth of the Company. The Board of Directors place on record their appreciation for the un-stinted support by the Bankers and Financial Institutions and confidence given by the Customers, Suppliers and Shareholders at all levels towards the growth and development of the Company.

On behalf of the Board of Directors

Harish Chandra Tondon Ashok Kumar Patni

Director Vice-Chairman

Mumbai, 10 May 2024 (DIN:00037611) (DIN: 00014194)

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Mar 31, 2023

The Directors of the Company are pleased to present you the 42^nd Annual Report of the Company along with the statement of Standalone Audited Financial Statements for the financial year ended 31st March 2023.

FINANCIAL RESULTS

Key highlights of standalone Audited Financial Results of the Company for the financial year 2022-23 are tabulated below:

			(Rs. In Lakhs)
	Particulars	Financial Year ended 31.03.2023	Financial Year ended 31.03.2022
	Revenue from operations	31.85	28.22
	Other income (net)	268.48	238.00
	TOTAL INCOME	300.33	266.21
	Employee benefit expenses	82.89	78.30
	Finance costs	40.04	39.81
	Impairement / (Gain) on financial instruments and Exceptional Items	5.08	-55.66
	Depreciation and amortisation expenses	18.86	23.84
	Other expenses	80.22	77.72
	TOTAL EXPENSES	227.09	164.01
	PROFIT BEFORE TAX	73.24	102.20
	Tax Expense	36.29	18.58
	PROFIT OF THE YEAR	36.95	83.63

OPERATIONS

Looking at the prevailing scenario, the company did not enter in its existing line of business. The Company however, preferred to preserve its financials and with this view, had parked funds with the Banks in term deposits to derive income. The Company, in the current year earned revenue amounting to Rs 300.33 lacs (Previous year Rs 266.21) and Profit before tax amounting to Rs 73.24 Lacs (Previous year Rs 102.20 Lacs). . The Company has maintained positive level of profitability by cutting down various costs and by proper utilization of funds.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2023 is available on the Company’s website at www.pcstech. com.

DIVIDEND

In order to conserve the resources of the Company, your Directors express their inability to recommend any dividend for Equity Shares for the financial year ended 31st March, 2023.

During the year under review, the Company has paid Dividend to the Preference shareholders of Rs. 35,77,500 on 3975000- 9% Redeemable, Non-Convertible, Non-Cumulative Preference Shares (Preference Shares) of Rs. 10/- each fully paid up and net amount of dividend was distributed after deducting the TDS.

RESERVES

Since the Company do not recommend any dividend, it is not required to transfer any amount to the General Reserve of the Company for the year under review. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITIONS OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred during the financial year to which the financial statements relate.

ANNUAL PERFORMANCE EVALUATIONS

The Board evaluated the effectiveness of its functioning and that of the Committees and of the individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

Further, the Independent Directors at their meeting, reviewed the performance of Board as a whole and performance of Chairman of the Company and also of Non-Executive Directors.

The criteria for performance evaluation as laid down by the Nomination Committee are mentioned in Corporate Governance attached to the Directors’ Report of the Company.

Appointment

Mr. Harish Chandra Tandon was appointed as Additional Non- Executive Independent Director at the Board Meeting held on 14^th March, 2022 and regularized his appointment as Non- Executive Independent Director on 29^th April, 2022 by passing a resolution through postal ballot conducted by Company and;

Mrs. Mona Bhide was appointed as Additional Non- Executive Woman Director at the Board Meeting held on 14^th March, 2022 and her appointment was regularized as Non- Executive Woman Director on 29^th April, 2022 by passing a resolution through postal ballot conducted by the Company.

Cessation

No Director has resigned during the year under review.

Retirement by Rotation

As per Article 135, of the Articles of Association of the Company, Mr. Ashokkumar Patni (Din- 00014194), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment on the Board of your company.

Declaration given by Independent Director

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that he/she meets criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

Board and Audit Meetings

During the year under review, 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on Directors’ Appointment and Key Managerial personnel and Remuneration including criteria for determining qualifications, positive attributes including independence of a directors of the Company.

The Remuneration Policy is stated in the Corporate Governance Report.

COMMITTEES OF THE BOARD

Currently, the Board has four Committees namely: Audit Committee, Stakeholders’ Relationship Committee (SRC), Nomination and Remuneration Committee (NRC) and Corporate Social Responsibility Committee (CSR Committee).

The Composition of each of the committee is mentioned in the Annexure 1 of the Boards’ Report.

STATUTORY AUDITOR

Mr. Divyesh Mehta of M/s. Vinod K Mehta & Co., Chartered Accountant (Firm Registration No.111508W) was re-appointed as Statutory Auditors of the Company at the 41st AGM held on 21st September, 2022 to hold office till the conclusion of the 46th AGM to be held in the year 2027.

SECRETARIAL AUDITOR

Mr. Kaushal Doshi of M/s. Kaushal Doshi & Associates, Practicing Company Secretary, having Membership No. F 10609 and C.P. No. 13143 was appointed to conduct the secretarial audit of the Company for the financial year 2022-23 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit report for FY 2022-23 forms part of the Annual report as Annexure 2 to the Board’s Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the ongoing concern status and Company’s operations. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-section (3C) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2023 and of the profit of the Company for the said year;

3. Proper and sufficient care has been taken 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;

4. Annual Accounts have been prepared on a going concern basis.

5. Internal Financial controls are followed by the Company in adequate manner and are operating effectively.

6. 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the provisions relating to CSR contained in Companies Act, 2013, the Board of Directors of your Company has set up a CSR Committee comprising four Directors of the Company namely:

Mr. Gajendra Kumar Patni - Non - Executive Director;

Mr. Ashok kumar Patni - Non - Executive Director;

Mrs. Mona Bhide - Non- Executive Woman Director; and

Mr. Harish Chandra Tandon - Non- Executive Independent Director

The Committee will oversee and monitor its CSR activities in line with the CSR policy of the Company in compliance with the provisions of the Companies Act, 2013. CRS has been integral part of the Company. The CSR policy on the Company is displayed on Company‘s website www.pcstech.com.

During the year under review, the Company has not made any provision for the CSR expenditure as it is not covered under the conditions as prescribed under Section 135 (1) of the Companies Act, 2013.

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion Analysis is included as a part of the Annual Report along with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the provisions of SEBI (LODR) Regulation, 2015. Corporate Governance report annexed herewith and marked as Annexure 3.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis Report forms an integral part of the Integrated Annual Report.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.

VIGIL MECHANISM

The Company’s vigil mechanism allows the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct /business ethics as well as to report any instance of leak of Unpublished Price Sensitive Information. The vigil mechanism provides for adequate safeguards against victimization of the Director(s) and employee(s) who avail of this mechanism. No person has been denied access to the Chairman of the Audit Committee.

The Whistle-Blower Policy of the Company can be accessed on the Company’s website at the link: https://www.pcstech.com/policies.htm SUBSIDIARY COMPANY

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies for the financial year ended 31st March 2023 namely, PCS Positioning Systems (India) Limited and PCS Infotech Limited are attached in Form AOC-1 and is annexed and marked as Annexure-4(A) of the Annual Report. In accordance with fifth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of these companies containing therein its audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed on the website of the Company at www.pcstech.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM

The particulars of arrangements with related parties referred to in Section 188(1) of Companies Act, 2013 as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 is annexed and marked as Annexure- 4(B).

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF Woman AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place a Policy on Prevention of Sexual Harassment in line with the provisions of The Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

Internal Complaints Committee (ICC) has been set up to redress complaints, if any, received regarding sexual harassment. All employees whether permanent, contractual, temporary, etc have been covered under this Policy.

The Policy is gender neutral. During the year under review, no complaints alleging sexual harassment were received by the Company.

RELATED PARTY TRANSACTIONS

The Company had passed a resolution on 29th April, 2022 through postal ballot conducted by the Company by approving the Related Party Transactions between the Company and Kalpavruksh Systems Private limited for period of 2 (two) years and pursuant to Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year the transaction with Related Party Transactions were in compliance to the provisions of Section 188 of the Companies Act, 2013. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

DEPOSITS

Your Company has neither invited nor accepted any deposits from the public so far.

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Company’s website www.pcstech.com. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated Financial Statements have been prepared in accordance with the provisions of Section 129 of the Companies Act, 2013, applicable Accounting Standards and the provisions of the regulations of SEBI (LODR), Regulation 2015 and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 5 to the Board’s Report.

During the financial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 197 read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The Information required under the above heads in accordance with the provision of section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure 6 to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees given and Investments made during the year under review under Section 186 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this report and marked as Annexure 7.

ACKNOWLEDGEMENTS

Your Directors express their warm appreciation to all the employees at various units for their diligence and contribution made towards the growth of the Company. The Board of Directors place on record their appreciation for the un-stinted support by the Bankers and Financial Institutions and confidence given by the Customers, Suppliers and Shareholders at all levels towards the growth and development of the Company.

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Mar 31, 2016

The Members,

PCS TECHNOLOGY LIMITED

The Directors of the Company are pleased to present you the 35th Annual Report of the Company along with the statement of Audited Financial Statements for the financial year ended 31st March 2016.

FINANCIAL RESULTS

Key highlights of standalone Financial Results of the Company for the financial year 2015-16 are tabulated below:

(Rs. In lakhs)

Particulars	Financial Year ended 31.03.2016	Financial Year ended 31.03.2015
Net sales and services	6,323	10,046
Gross Profit	810	972
Depreciation	111	105
Profit for the year from Operations	699	867
Corporate Social Responsibility Expense	5	10
Provision for Taxation (Net)	140	312
Profit for the year / available for Appropriation	554	545
Balance of Profit/(Loss) available in Balance Sheet	1,983	1,545

OPERATIONS

During the year under review, your Company has achieved Net Sales of Rs. 6323 lakhs as against Rs. 10046 lakhs in the previous year.

In the current year, the Company did not solicited computer hardware business and this had the impact on the total sales and services. However, the Company has maintained the level of the Profit for the year.

Adequacy of Internal Financial Control: The Company has in place adequate internal control procedures commensurate with the size of the Company and the nature of its business.

SCHEME OF AMALGAMATION AND ARRANGEMENT

Pursuant to the Scheme of Amalgamation and Arrangement between PCS International Limited, Mauritius (‘PIL Mauritius’ or ‘the Transferor Company’) and PCS Technology Limited (‘PTL’ or ‘the Company’ or ‘the Transferee Company’) and their respective Shareholders under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013, (“the Scheme”) sanctioned by the Hon’ble High Court of Bombay vide its order dated 8th May, 2015 and the approval of the Registrar of Companies, Mauritius for the removal of the name of “PCS International Limited” Mauritius (PIL) from their record on 3rd June, 2015, the Wholly Owned Subsidiary Company PIL Mauritius merged with the “PCS Technology Limited” (“the Company”) with effect from April 1, 2014 (“the appointed date”). The Scheme came into effect on 18th June, 2015, the day on which the Company has filed the Bombay High Court order with the Registrar of Companies, Pune and pursuant thereto the entire business and all the assets and liabilities, duties and obligations of PIL, Mauritius have been transferred to and vested in the Company with effect from 1st April, 2014. As the amalgamating company i. e. PIL Mauritius was Wholly Owned Subsidiary Company, no equity shares were exchanged to effect the amalgamation in respect thereof.

According to the aforesaid Scheme of Amalgamation and Arrangement, the difference between the value of net assets and liabilities of the PIL, Mauritius taken over and cancellation of inter-company balances by the Company and after adjusting for certain stressed assets of the Company totaling to Rs.6387.22 lakhs have been charged to the Security Premium, Capital Reserve and General Reserves aggregating to Rs. 5737.19 lakhs in the same sequence netting off the current and deferred tax credit of Rs. 650.03 lakhs. The necessary entries in the books of accounts of the Company have been made to this effect in current financial year. EXTRACTS OF ANNUAL RETURN

In accordance with sub-section (3) of Section 92 in the Form MGT 9 of the Companies Act, 2013, an extracts of the Annual Return in prescribed format is annexed and marked as Annexure 1 to the Board’s Report.

DIVIDEND

In order to conserve the resources of the Company, your Directors express their inability to recommend any dividend for the financial year ended 31st March 2016. RESERVES

Since the Company do not recommend any dividend, it is not required to transfer any amount to the General Reserve of the Company for the year under review. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITIONS OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

ANNUAL PERFORMANCE EVALUATIONS

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/ Committee Governance.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors

The criteria for performance evaluation as laid down by the Nomination Committee, are mentioned in Corporate Governance attached to the Directors’ Report of the Company.

DIRECTORS

Retirement by Rotation

As per Article 135 of the Articles of Association of the Company, Mr. A. K. Patni (Din- 00014194), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment on the Board of your company.

Declaration given by Independent Director

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that he/she meets criteria of independence laid down in 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.

None of the independent directors are due for re-appointment.

Board and Audit Meetings

During the year under review, four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes including independence of a directors of the Company.

The Remuneration Policy is stated in the Corporate Governance Report.

COMMITTEES OF THE BOARD

Currently, the Board has four Committees, the Audit Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee (CSR Committee). The Composition of each of the committee is mentioned in the Annexure 2 of the Boards’ Report. STATUTORY AUDITOR

Mr. S. C Bandi of Messrs S.C Bandi & Co. , Chartered Accountants (registration no. 130850W), Mumbai, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing AGM and are eligible for re-appointment. Members of the Company at the AGM held on 17 September, 2014 had approved the appointment of Messrs S.C Bandi & Co as the Statutory Auditors for a period of two financial years i.e., up to 31 March, 2017. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM

SECRETARIAL AUDITOR

Mr. Bhavesh Desai of M/s. B. Desai & Associates, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit report for FY 2015-16 forms part of the Annual report as Annexure 3 to the Board’s Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-section (3C) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

1 In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2 Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2016 and of the profit of the company for the said year;

3 Proper and sufficient care has been taken 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;

4 Annual Accounts have been prepared on a going concern basis.

5 Internal Financial controls are followed by the Company in adequate manner and are operating effectively.

6. 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the provisions relating to CSR contained in new Companies Act, 2013, the Board of Directors of your Company has set up a CSR Committee comprising four directors viz. Mr. G M Dave, a Non-Executive Independent Director, Mr. G. K. Patni, Non-Executive Director, Mr. A. K. Patni, Non-Executive Director and Mr.

H. C. Tandon, Managing Director and CEO of the Company. The Committee will oversee and monitor its CSR activities in line with the CSR policy of the Company in compliance with the provisions of the Companies Act, 2013

CSR has been integral part of the Company. The CSR policy on the Company is displayed on Company‘s website www.pcstech.com. CSR report along with the CSR activates are annexed herewith in the report and marked as Annexure 4.

Initiations taken by the Company for CSR :

During the year under review the Company has contributed Rs. 5 lakhs in the Chief Minister Public Relief Fund, Tamil Nadu in the month of December 2015. The Company has contributed in CSR activities as prescribed u/s 135 (5) of Companies Act, 2013. The Balance amount of Rs. 8,99,417 (Rupees Eight Lakhs Ninety Nine Thousand Four Hundred and Seventeen only) will be contributed by the Company in the next financial year 2016-17.

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion Analysis is included as a part of the Annual Report along with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Regulation 27 of SEBI (LODR) Regulation, 2015. Corporate Governance report annexed herewith and marked as Annexure 5.

SUBSIDIARY COMPANY

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies for the financial year ended 31st March 2016 of PCS Technology USA., Inc., PCS Positioning Systems (India) Limited and PCS Infotech Limited in Form AOC-1 is annexed an marked as Annexure-6(A) of the Annual Report.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed on the website of the Company at www. pcstech.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 of the Annual Report is annexed and marked as Annexure- 6(B).

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place a Policy on Prevention of Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under.

Internal Complaints Committee (ICC) has been set up to redress complaints, if any, received regarding sexual harassment. All employees whether permanent, contractual, temporary, etc have been covered under this Policy.

The Policy is gender neutral. During the year under review, no complaints alleging sexual harassment were received by the Company.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and pursuant to Regulation 23 of Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations, 2015 during the financial year were in compliance to the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Company’s website.

DEPOSITS

Your Company has neither invited nor accepted any deposits from the public so far.

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Company’s website www. pcstech.com. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated Financial Statements have been prepared in accordance with the provisions of Section 129 of the Companies Act, 2013, applicable Accounting Standards and the provisions of the LODR, Regulation, 2015 with Stock Exchanges and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules , 2014 is appended as Annexure 7 to the Board’s Report.

During the financial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 197 read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The Information required under the above heads in accordance with the provision of section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure ‘8’ to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees given and Investments made during the year under review under Section 186 of the Companies Act, 2013 and SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this report and marked as Annexure 9

ACKNOWLEDGEMENTS

Your Directors express their warm appreciation to all the employees at various units for their diligence and contribution made towards the growth of the Company. The Board of Directors place on record their appreciation for the un-stinted support by the Bankers and Financial Institutions and confidence given by the Customers, Suppliers and Shareholders at all levels towards the growth and development of the Company.

On behalf of the Board of Directors

A.K. Patni

Vice Chairman

Mumbai, May 16, 2016

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Mar 31, 2015

The Members,

PCS TECHNOLOGY LIMITED

The Directors of the Company are pleased to present the 34th Annual Report with the statement of audited financial accounts for the financial year ended 31st March 2015.

FINANCIAL RESULTS (Rs in lakhs)

Particulars Financial Year ended Financial Year ended 31.03.2015 31.03.2014

Net sales and services 10,046 10,060

Gross Profit 972 821

Depreciation 105 73

Profit for the year from Operations 867 748

Corporate Social Responsibility Expense 10 -

Provision for Taxation (Net) 312 346

Profit for the year / available for Appropriation 545 402

Balance of Profit/(Loss) available in Balance Sheet 1,545 1,000

OPERATIONS

In the year under review, the Company continued to witness the challenges in the price competition.

During the year under review, your Company has achieved Net Sales of Rs. 10046 lakhs as against Rs. 10060 lakhs in the previous year.

As planned in the interest of the Company, the Company has started focusing more on expanding IT & Facility Management Services which is now a major key driver over IT Hardware business operations, for improvement of margins & profitability. We are pleased that with the discontinuing of the manufacturing of computer hardware related activities, the overall profitability has improved. However, the current margins will remain under pressure due to rising trend in the manpower cost in the IT industry.

Adequacy of Internal Financial Control : The Company has in place adequate internal control procedures commensurate with the size of the Company and the nature of its business.

SCHEME OF AMALGAMTION AND ARRANGEMENT

The Scheme of Amalgamation and Arrangement between PCS International Limited, Mauritius ('PIL Mauritius' or 'the Transferor Company') and PCS Technology Limited ('PTL' or 'the Company' or 'the Transferee Company') and their respective Shareholders under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013, ("the Scheme") has been sanctioned by the Hon'ble Bombay High Court on 8th May, 2015.

The Scheme was approved by the Board of Directors in its meeting held on 21st May, 2014 and the Company received 'No Objection' letter in support of the Scheme from BSE Ltd, Pune Stock Exchange Ltd. Subsequently, the Scheme was approved by the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company on 23rd January, 2015. The Scheme inter-alia provides for the merger of PIL Mauritius into the Company and also provides for financial restructuring of the Company with respect to its unproductive activities. Accordingly, it proposed to write off certain stressed assets against the Securities Premium Account and other available reserves.

The Company has submitted an authenticated copy of the Court Order approving the Scheme by the Hon'ble Bombay High Court on 8th May. 2015 with the Regulatory Authority at Mauritius for the striking off the name of PIL Mauritius from their records. The letter confirming the approval of the Registrar of Companies, Mauritius for the removal of the name of "PCS International Limited" Mauritius (PIL) from their record on 3rd June, 2015 has been received by the Company.

The Appointed Date for the Scheme is 1st April 2014. Since the name of PIL has been removed by the Regulatory Authority at Mauritius and the said Bombay High Court Order has been filed by the Company with the Registrar of Companies, Pune on 18th June, 2015 the effect of the Scheme will be given in the books of Accounts of the Company for the Financial Year 2015-16 with effect from the appointed date 1st April, 2014.

EXTRACTS OF ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013 an extracts of the Annual Return in prescribed format is annexed and marked as Annexure 1 to the Board's Report.

DIVIDEND

In order to conserve the resources of the Company, your Directors express their inability to recommend any dividend for the financial year ended 31st March 2015.

RESERVES

Since the Company do not recommend any dividend, it is not required to transfer any amount to the General Reserve of the Company for the year under review. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITIONS OF THE COMPANY

No, material changes & Commitments have occurred between the end of Financial year of the Company to which the Financial statement relates and the date of this report which affects the financial position of the Company.

ANNUAL PERFORMANCE EVALUATIONS

In Compliance with the Companies Act, 2013 and clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review.

The criteria for performance evaluation as laid down by the Nomination Committee, and are mentioned in Corporate Governance attached to the Directors' Report of the Company.

DIRECTORS

Cessation

Mr. Narendra Kumar Patni, (Din. 00179131) Director of the Company passed away on June 03, 2014.

We condole the untimely demise of Mr. N. K. Patni and took on record the invaluable contributions made by him during his tenure as the Director towards the progress of the Company.

Mr. Apoorva Patni, resigns from the Board of Directors of the Company w.e.f 22nd July, 2015. The Company takes on record the invaluable contributions made by him during his tenure as the Director towards the progress of the Company.

Retirement by Rotation

As per Article 135 of the Articles of Association of the Company, Mr. G. K. Patni (Din- 00014163), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment on the Board of your company.

Appointment

Mrs. Vandana Gupta has been appointed as a Woman Director and also as an Independent Director of the Company under provision of the Companies Act, 2013 with the effect from 16th March, 2015.

Mr. Yash Bhardwaj has been appointed as an additional director and designated as Executive Director of the Company under provision of the Companies Act, 2013 with the effect from 22nd July, 2015.

Declaration given by Independent Director

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that he/she meets criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

None of the independent directors are due for re-appointment.

Board and Audit Meetings

During the year under review, five Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes including independence of a directors of the Company.

The Remuneration Policy is stated in the Corporate Governance Report.

COMMITTEES OF THE BOARD

Currently the Board has four committees, the Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee (CSR Committee). The Composition of each of the committee is mentioned in the Annexure 2 of the Boards' Report.

STATUTORY AUDITOR

The Company's Auditor, Mr. S. C Bandi of Messrs S.C Bandi & Co. , Chartered Accountants, Mumbai who have been appointed at the Annual General Meeting of the Company held on 17th September, 2014 for the period of three Consecutive years. As required under Clause 49 of the Listing Agreement, the auditors has also confirmed that he hold a valid certificate issued by the Institute of Chartered Accountants of India.

SECRETARIAL AUDITOR

Mr. Bhavesh Desai of M/s. B. Desai & Associates, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit report for FY 2014-15 forms part of the Annual report as Annexure 3 to the Board's Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and company's operations in future. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (3C) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2015 and of the profit of the company for the said year;

3. Proper and sufficient care has been taken 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;

4. Annual Accounts have been prepared on a going concern basis.

5. Internal Financial controls are followed by the Company in adequate manner and are operating effectively, and.

6. 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the provisions relating to CSR contained in new Companies Act, 2013, the Board of Directors of your Company has set up a CSR Committee comprising four directors viz. Mr. G. K. Patni, Non-Executive Director, Mr. A. K. Patni, Non-Executive Director, Mr. G M Dave, a Non-Executive Independent Director, and Mr. H. C. Tandon, Managing Director and CEO of the Company. The Committee will oversee and monitor its CSR activities in line with the CSR policy of the Company in compliance with the provisions of the Companies Act, 2013

CRS has been integral part of the Company. The CSR policy on the Company is displayed on Company's website www.pcstech.com. CSR report along with the CSR activates are annexed herewith in the report and marked as Annexure 4.

Initiations taken by Company for CSR:

During the year under review the Company has contributed Rs. 10 lakhs to the Chief Minister Flood Relief Fund, Jammu & Kashmir in the month of September 2014. The Company has contributed in CSR activities as prescribed u/s 135 (5) of Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

All the Related party transactions are presented to the Audit Committee and the Board approval is obtained for the transactions made by the Company.

Investment by the Company

During the year under review, the Company has subscribed to the Equity Share Capital of the Company's wholly owned subsidiary company PCS Infotech Limited, for cash at par for an aggregate investment amount of Rs. 45,00,000/- (Rupees Forty Five Lakhs only).

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in compliance to the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company's website.

CORPORATE GOVERANCE

A report on Corporate Governance and Management Discussion Analysis is included as a part of the Annual Report along with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the amended Listing Agreement. Corporate Governance report is annexed herewith and marked as Annexure 5.

DEPOSITS

Your Company has neither invited nor accepted any deposits from the public so far.

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Company's website www.pcstech.com. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

SUBSIDIARY COMPANY

As required under Section 129 of the Companies Act, 2013 the Audited Balance sheet and Profit & Loss Account and the respective reports of the Board of Directors' and Auditors' for the financial year ended 31st March 2015 of PCS International Limited, Mauritius, PCS Technology USA., Inc., PCS Positioning Systems (India) Limited and PCS Infotech Limited are annexed.

Pursuant to the first proviso to sub section (3) of Section 129 to be read with Rule 5 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 the statement containing the salient features of the financial statement of each of the subsidiary company are also annexed and marked as Annexure 6.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated Financial Statements have been prepared in accordance with the provisions of Section 129 of the Companies Act, 2013, applicable Accounting Standards and the provisions of the Listing Agreement with Stock Exchanges and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules , 2014 is appended as Annexure 7 to the Board's Report.

During the financial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 197 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The Information required under the above heads in accordance with the provision of section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure '8' to this report.

ACKNOWLEDGEMENTS

Your Directors express their warm appreciation to all the employees at various units for their diligence and contribution made towards the growth of the Company. The Board of Directors place on record their appreciation for the un-stinted support by the Bankers and Financial Institutions and confidence given by the Customers, Suppliers and Shareholders at all levels towards the growth and development of the Company.

On behalf of the Board of Directors

G.K. Patni

Chairman

Mumbai, July 22, 2015

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Mar 31, 2014

Dear Members,

The Directors of the Company are pleased to present the 33rd Annual Report with the statement of audited financial accounts for the financial year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in lakhs)

Particulars Financial Financial Year ended Year ended 31.03.2014 31.03.2013

Net sales and services 10,060 9,753

Gross Profit 821 564

Depreciation 73 73

Profit for the year from Operations 748 491

Provision for Taxation (Net) 346 138

Profit for the year / available 402 354 for Appropriation

Balance of Profit/(Loss) available 1000 598 in Balance Sheet

OPERATIONS

In the year under review the Company continued to witness the challenges in the price competition.

During the year under review, your Company has achieved Net Sales of Rs. 10,060 lakhs as against Rs. 9,753 lakhs in the previous year.

As planned in the interest of the Company, the Company has started focusing more on expanding IT & Facility Management Services which is now a major key driver over IT Hardware business operations, for improvement of margins & profitability. We are pleased that with the discontinuing of the manufacturing of computer hardware related activities, the overall profitability has improved. However, the current margins will remain under pressure due to rising trend in the manpower cost in the IT industry.

SCHEME OF AMALGAMTION AND ARRANGMENT

The Board of Directors in its meeting held on August 14, 2013 had approved the Scheme of Amalgamation & Arrangement between PCS Positioning Systems (India) Limited (''PPSIL'') and PCS International Limited, Mauritius (''PIL Mauritius'') and PCS Technology Limited (''PTL'' or ''the Company''). The Scheme inter-alia provided for the merger of the PPSIL and PIL Mauritius into PTL effective from March 31, 2014. The Scheme also provided for write off of certain stressed assets against the Securities Premium Reserve and other available Reserves.

In terms of SEBI circular dated February 4, 2013 read with circular dated May 21, 2013, the Company had obtained a No Objection Letter dated November 26, 2013 from BSE Limited, the designated Stock Exchange and also obtained a No Objection Letter dated September 25, 2013 from Pune Stock Exchange Ltd. Due to on-going litigation for some assets of PPSIL, the Company could not proceed with the implementation of the Scheme, due to which the Board of the Company at their meeting held on May 21, 2014 decided to alter the Scheme (''Altered Scheme'') providing inter-alia for:

1. Withdrawing the merger of PPSIL with the Company; and

2. Amending the Appointed Date to April 1, 2014.

The Altered Scheme therefore provides for amalgamation of PIL Mauritius with the Company and write-off of certain stressed assets against Securities Premium Reserve and other available Reserves.

The Company has already initiated steps to intimate to the Stock Exchanges about the Altered Scheme which will also be subject to the approval of shareholders and relevant jurisdictional authorities.

DIVIDEND

In order to conserve the resources of the Company, your Directors express their inability to recommend any dividend for the financial year ended 31st March 2014.

DIRECTORS

As per Article 135 of the Articles of Association of the Company, Mr. P. V. Mehta, Mr. Satish Ajmera and Mr. G. M. Dave, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment on the Board of your company.

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Schedule IV of the Companies Act, 2013 and subject to the approval of the Company in Annual General Meeting, the Board of Directors at its meeting held on 30th May, 2014 appointed Mr. P. V. Mehta, Mr. Satish Ajmera, Mr. G M Dave, Mr. K . K. Barjatya and Mr. D B Engineer as Independent Directors of the Company for five consecutive years for a term upto 31st March, 2019.

A brief note on Directors retiring by rotation and being eligible for re-appointment as well as the appointment of Independent Directors is furnished in the Explanetory stament annexed to the notice convening the Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the provisions relating to CSR contained in new Companies Act, 2013, the Board of Directors of your Company has set up a CSR Committee comprising of four directors viz. Mr. G M Dave, a Non-Executive Independent Director, Mr. G. K . Patni, Non- Executive Director, Mr. A. K. Patni, Non-Executive Director and Mr. H. C. Tandon, Managing Director and CEO of the Company. The Committee will recommend CSR Policy for the Company to the Board for approval in due course and will oversee and monitor its CSR activities in line with the said policy in compliance with the provisions of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2014 and of the profit of the company for the said year;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion Analysis is included as a part of the Annual Report along with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the amended Listing Agreement.

DEPOSITS

Your Company has neither invited nor accepted any deposits from the public so far.

SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956 the Audited Balance sheet and Profit & Loss Account and the respective reports of the Board of Directors'' and Auditors'' for the financial year ended 31st March 2014 of PCS International Limited, Mauritius, PCS Technology USA., Inc., PCS Positioning Systems (India) Limited and PCS Infotech Limited are annexed.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards and the provisions of the Listing Agreement with Stock Exchanges and forms part of this Annual Report.

AUDITORS

The Company''s auditors, M/s. S. C. Bandi & Co. Chartered Accountants, retire and being eligible, offer themselves for re- appointment. Your Directors recommend their re-appointment for the ensuing year.

PARTICULARS OF EMPLOYEES

During the financial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The Information required under the above heads in accordance with the provision of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure ''A'' to this report.

ACKNOWLEDGEMENTS

Your Directors express their warm appreciation to all the employees at various units for their diligence and contribution made towards the growth of the Company. The Board of Directors place on record their appreciation for the un-stinted support by the Bankers and Financial Institutions and confidence given by the Customers, Suppliers and Shareholders at all levels towards the growth and development of the Company.

On behalf of the Board of Directors G.K. Patni Chairman

Mumbai, 30th May, 2014

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Mar 31, 2013

To The Members of PCS TEChNOLOGY LIMITED

The Directors of your Company are pleased to present the 32nd Annual Report with the statement of audited fnancial accounts for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs. In lacs)

Particulars Financial Year ended Financial Year ended 31.03.2013 31.03.2012

Net sales and services 9817 13619

Gross Proft 565 622

Depreciation 73 391

Proft for the year from Operations 491 231

Provision for Taxation (Net) 138 73

Proft for the year 354 158

Less: Extraordinary items 13

Net Surplus available for Appropriation 354 144

Balance of Proft/(Loss) available in Balance Sheet 598 244

OPERATIONS

In the year under review the Company continued to witness the challenges in the price competition.

During the year under review, your Company has achieved Gross Sales of Rs.9,817 lacs as against Rs.13,619 lacs in the previous year.

As planned in the interest of the Company, the Company has started focusing more on expanding IT & Facility Management Services which is now a major key driver over IT Hardware business operations, for improvement of margins & proftability.

In view of the above restructuring of the business operations, the sales turnover of the Company of the current year will not be comparable with previous year''s sales turnover.

ShARE CAPITAL

Pursuant to the resolution passed by the members at the Annual General Meeting (AGM) held on 21st December 2012 the Company has Re-classifed it''s Authorised Share Capital comprising 2,10,25,000 Equity shares of Rs.10 each and 39,75,000 Redeemable, Non convertible and Non-Cumulative Preference Shares of Rs.10 each, aggregating Rs.25,00,00,000. At the said AGM, the members had also passed a resolution for issue on private placement basis of 39,75,000; 9% Redeemable, Non convertible and Non-Cumulative Preference Shares of Rs.10 each for cash at a Premium not exceeding Rs.125 per share, together with premium aggregating not exceeding Rs.53,66,25,000 to the Promoters and Promoter companies of the Company.

Accordingly, during the year under review the Company has allotted 39,75,000; 9% Redeemable, Non convertible and Non-Cumulative Preference Shares of Rs.10 each for cash at a Premium of Rs.125 per share (Preference shares) to the Promoters and Promoter companies of the Company. The premium amounting to Rs.49,68,75,000 collected on the issue of said preference shares has been credited to Securities Premium Account.

DIVIDEND

In order to conserve the resources of the Company, your Directors express their inability to recommend any dividend for the fnancial year ended 31st March 2013.

DIRECTORS

As per Article 135 of the Articles of Association of the Company, Mr. A. K. Patni, Mr. N. K. Patni and Mr. D. B. Engineer, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment on the Board of your company.

A brief note on Directors retiring by rotation and being eligible for re-appointment is furnished in the notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby confrms that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2013 and of the proft of the company for the said year;

3. Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion Analysis is included as a part of the Annual Report along with a Certifcate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the amended Listing Agreement.

DEPOSITS

Your Company has neither invited nor accepted any deposits from the public so far.

SUBSIDIARY COMPANY

During the year under review, the Company has incorporated PCS Infotech Limited as its wholly owned subsidiary with a drive for creating a new image in the feld of Information Technology and enabled services.

As required under Section 212 of the Companies Act, 1956 the Audited Balance sheet and Proft & Loss Account and the respective reports of the Board of Directors'' and Auditors'' for the fnancial year ended 31st March 2013 of PCS International Limited, Mauritius, PCS Technology Inc., USA, PCS Positioning Systems (India) Limited and PCS Infotech Limited are annexed.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards and the provisions of the Listing Agreement with Stock Exchanges and forms part of this Annual Report.

AUDITORS

The Company''s auditors, M/s. S. C. Bandi & Co. Chartered Accountants, retire and being eligible, offer themselves for re- appointment. Your Directors recommend their re-appointment for the ensuing year.

PARTICULARS OF EMPLOYEES

During the fnancial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TEChNOLOGY ABSORPTION AND FOREIGN EXChANGE EARNINGS/OUTGO

The Information required under the above heads in accordance with the provision of section 217(1) (e) of the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure ‘A'' to this report.

ACKNOwLEDGEMENTS

Your directors express their warm appreciation to all the employees at various units for their diligence and contribution made towards the growth of the Company. The Board of Directors place on record their appreciation for the un-stinted support by the Bankers and Financial Institutions and confdence given by the Customers, Suppliers and Shareholders at all levels towards the growth and development of the Company.

On behalf of the Board of Directors

G.K. Patni Chairman

Mumbai, 25th May, 2013

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Mar 31, 2012

To The Members of PCS TECHNOLOGY LIMITED

The Directors have the pleasure in presenting their 31st Annual Report together with Audited Accounts for fnancial year ended 31st March 2012.

FINANCIAL RESULTS (Rs. In lacs)

Particulars Financial Financial Year ended Year ended 31.03.2012 31.03.2011

Net sales & Services 13619 18486

Gross Proft 621 586

Depreciation 391 492

Proft for the year from Operations 230 94

Provision for Taxation (Net) 73 22

Proft for the year 157 72

Less: Extraordinary items 13 -

Net Surplus available for Appropriation 144 2379

Balance of Proft/(Loss) available in Balance Sheet 244 2379



OPERATIONS

During the year under review, your Company has achieved Gross Sales of Rs. 13619 Lacs as against Rs. 18486 Lacs in the previous year.

Some of the activities of the Company relating to computer hardware faced stiff competition and affected margins and caused stress on cash fow over the past few years. It was therefore, proposed that in the best interest of Company and its shareholder such of those unproductive activities be restructured and enable Management to better focus on IT and IT enabled services.

In view of restructuring of the business line, the sale turnover of the company will not be comparable to the last year's turnover.

SCHEME OF ARRANGEMENT

As per the "Scheme of Arrangement between the Company and its Shareholders and Creditors" pursuant to the provisions of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956 and the order passed by Hon'ble High Court of judicature at Bombay, vide order dated 28 September 2012 , the Company has written off some assets of the unproductive activities amounting to Rs. 7899.62 Lacs which have lost economic value to the Company by utilization of Reserves and Surplus as on 31st March 2012.

DIVIDEND

In order to conserve the resources of the Company, your Directors express their inability to recommend any dividend for the fnancial year ended 31st March 2012.

REGISTERED OFFICE OF THE COMPANY

During the year under report, the Company has shifted its Registered offce to new premises bearing unit no 1 situate at Gat no. 478, Alandi Markaal Road, Tal. Khed, Alandi, Dist. Pune - 412 106 as the Plot bearing nos. 148-151 situate at Alandi Markaal Road, Alandi, Pune which was the registered offce of the Company prior to its shifting to Gat no. 478 has been sold.

DIRECTORS

As per Article 135 of the Articles of Association of the Company, Mr. K. K. Barjatya, Mr. Apoorva Patni and Mr. G. K. Patni, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment on the Board of your company.

A brief note on Directors retiring by rotation and being eligible for re-appointment is furnished in the notice convening the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby confrms that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2012 and of the proft of the company for the said year;

3. Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion Analysis is included as a part of the Annual Report along with a Certifcate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the amended Listing Agreement.

DEPOSITS

Your Company has neither invited nor accepted any deposits from the public so far.

SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956 the Audited Balance sheet and Proft & Loss Account and the respective reports of the Board of Directors' and Auditors' for the fnancial year ended 31st March 2012 of PCS International Limited, Mauritius and PCS Technology Inc., USA and PCS Positioning Systems (India) Limited are annexed.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards and the provisions of the Listing Agreement with Stock Exchanges and forms part of this Annual Report.

AUDITORS

The Company's auditors, M/s. S. C. Bandi & Co. Chartered Accountants, retire and being eligible, offer themselves for re- appointment. Your Directors recommend their re-appointment for the ensuing year.

PARTICULARS OF EMPLOYEES

During the fnancial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The Information required under the above heads in accordance with the provision of section 217(1) (e) of the Companies Act 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure 'A' to this report.

ACKNOWLEDGEMENTS

Your directors express their warm appreciation to all the employees at various units for their diligence and contribution made towards the growth of the Company. The Board of Directors place on record their appreciation for the un-stinted support by the Bankers and Financial Institutions and confdence given by the Customers, Suppliers and Shareholders at all levels towards the growth and development of the Company.



On behalf of the Board of Directors

G.K. Patni

Mumbai, 18th October, 2012 Chairman

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Mar 31, 2011

The Members,

PCS TECHNOLOGY LIMITED

The Directors have the pleasure in presenting their Thirtieth Annual Report together with Audited Accounts for financial year ended 31st March 2011.

FINANCIAL RESULTS (Rs. In lacs)

Particulars (12 Months) (9 Months) Financial Financial Year ended Period ended 31.03.2011 31.03.2010

Gross Revenue 19,137 19,880

Gross Profit 815 1,002

Depreciation 492 431

Profit for the year from Operations 323 571

Bad Debts, Remission & Exceptional 222 273 items

Provision for Taxation (Net) 22 98

Profit for the year 79 200

Net Surplus available for 2379 2300 Appropriation

Balance Carried to Balance Sheet 2379 2300

OPERATIONS

During the year under review, your Company has achieved Gross Revenue of Rs.191 crores as against Rs 198 crores in the previous period.

The Computer Hardware business of your Company has declined over the years due to stiff competitions from MNC and unbranded products. Margin from hardware business continue to remain under pressure. The cash inflow too remains tight demanding high working capital. The Directors of your Company has been evaluating to probably discontinue the Computer Hardware manufacturing and shift its focus more on IT and IT enabled services where margins are much better.

DIVIDEND

In order to conserve the resources of the Company, your Directors express their inability to recommend any dividend for the financial year ended 31st March 2011.

SALE OF ASSETS

Your company has acquired new office premises being 6th and 7th Floor in the building known as "Techhocity", situate at MIDC area, Mahape, Navi Mumbai and intends to shift its Mumbai operations to these premises. With this we propose to sell surplus properities at Alandi (Pune) and Sakinaka (Mumbai). The proposed sale is in the interest of shareholders and the business.

DIRECTORS

Mr. M . Y Kulkarni has resigned as Director of the Company w. e. f. 20th April, 2011 The Board places on record its sincere appreciation for the valuable services rendered by him during the tenure of his office as the Director of the Company.

As per Article 135 of the Articles of Association of the Company, Mr. P. V. Mehta, Mr. Satish Ajmera and Mr. G. M. Dave Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment on the Board of your company.

A brief note on Directors retiring by rotation and being eligible for re-appointment is furnished in the notice convening the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently and have made judgements 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 31st March, 2011 and of the profit of the company for the said year;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. Annual Accounts have been prepared on a going concern basis. '

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion Analysis is included as a. part pf the Annual Report along with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the amended Listing Agreement.

DEPOSITS

Your Company has neither invited nor accepted any deposits from the public so far.

SUBSIDIARY COMPANY .

As required under Section 212 of the Companies Act, 1956 the Audited Balance sheet and Profit & Loss Account and the respective reports of the Board of Directors' and Auditors' for the financial year ended 31st March 2011 of PCS International Limited, Mauritius and PCS Technology USA, Inc. and PCS Positioning Systems (India) Limited are annexed.

AUDITORS

The Company's auditors, M/s. S. C. Bandi & Co. Chartered Accountants, retire and are eligible for re-appointment. Your Directors recommend their re-appointmenf for the ensuing year.

PARTICULARS OF EMPLOYEES

During the financial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The Information required under the above heads in accordance with the provision of section 217(1) (e) of the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure 'A' to this report.

ACKNOWLEDGEMENTS

Your directors express their warm appreciation to all the* employees at various units-for their diligence and contribution made towards the growth of the Company. The Board of Directors place on record their appreciation for the un-stinted support by the Bankers and Financial Institutions and confidence given by the Customers, Suppliers and Shareholder at all levels towards the growth and development of the Company.

On behalf of the Board of Directors

G. K. Patni Chairman

Mumbai, 31st May, 2011

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Mar 31, 2010

The Directors have the pleasure in presenting their Twenty Ninth Annual Report together with Audited Accounts for financial period ended 31st March 2010.

FINANCIAL RESULTS (Rs. In lacs)

Particulars (9 Months) {12 Months) Financial Financial Period ended Year ended 31.03.2010 30.06.2009 Gross Revenue 19,880 29,036

Gross Profit 1,002 1143

Depreciation 431 449

Profit for the year from Operations 571 694

Bad Debts, Remission & Exceptional items 273 137

Provision for Taxation (Net) 98 213

Profit for the year 200 344

Net Surplus available for Appropriation. 2300 2100

Balance Carried to Balance Shee 2300 2100



CHANGE IN FINANCIAL YEAR

Pursuant to the resolution passed by the Board of Directors at its meeting held on 29th April, 2010 current financial year of the Company has been changed commencing from 1st July, 2009 to 31st March, 2010 for a period of nine months (hereinafter referred to as the "said financial period") instead of 1st July, 2009 to 30th June, 2010. Accordingly the accounts of the Company has been prepared and audited for the said financial period ended 31st March, 2010. Further it was also approved & resolved that every subsequent financial year of the Company.be adopted as from April 1 to March 31 following the next calendar year.

OPERATIONS

During the Period under review, your Company has achieved Gross Turnover of Rs.198 crores (9 months) as against Rs 288 crores (12 months).

DIVIDEND

In order to conserve the resources of the Company, your Directors express their inability to recommend a dividend for the current financial period / year ended 31st March, 2010.

DIRECTORS

As per the Article 135 of the Articfes of Association of the company, Mr. G K Patni, Mr. A K Patni, Mr. N. K. Patni and Mr. D. B. Engineer Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment on the Board of your Company.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the notice convening the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of section 217 of the Companies Act, 1956, the Board, of Directors of the Company hereby confirms that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently and have made judgements 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 31st March, 2010 and of the profit of the company for the period / year on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion Analysis is included as part of the Annual Report along with a Compliance Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Amended Listing Agreement.

DEPOSltS

Your company has neither invited nor accepted any deposits from the public so far.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956 the Audited Balance Sheet and Profit & Loss Account and the respective reports of the Board of Directors and Auditors for the Financial Period ended 31 st MarcK, 2010 of PCS International Limited, Mauritius , PCS Technology USA, Inc. and PCS Positioning Systems (India) Ltd are annexed.

AUDITORS:

The Companys auditors, M/s. S. C. Bandi & Co. Chartered Accountants, retire and are eligible for re-appointment. Your Directors recommend their re-appointment for the ensuing year.

PARTICULARS OF EMPLOYEES

The information as required by the provisions of section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, hereto as Annexure A and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The Information required under the above heads in accordance with the provision of section 217(1) (e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure B to this report.

ACKNOWLEDGEMENTS

Your directors express their warm appreciation to all the employees at various units for their diligence and contribution made towards the growth of the Company. The Board of Directors place on record their appreciation for the un-stinted support by the Bankers and Financial Institutions and confidence given by the Customers, Suppliers and Shareholder at all levels towards the growth and development of the Company.

On behalf of the Board of Directors

G. K. Patni

Mumbai, 31st May, 2010 Chairman