Directors Report of PS IT Infrastructure & Services Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 42^nd Annual Report of your Company together with the Audited
Statements of Accounts for the year ended March 31, 2024.

Financial Results	Year Ended	Year Ended
	31.03.2024	31.03.2023
Revenue for the year	2071.82	532-30
Profit/(Loss) before Tax (PBT)	(2730.39)	0.82
Less: Financial Expenses	-	-
Profit/(Loss) before Depreciation/Amortization (PBDT)	(2730.39)	0.82
Less: Depreciation	0.02	0.01
Net Profit/(Loss) before Taxation (PBT)	(2730.41)	0.81
Less: Provision for Taxation (including Deferred Tax)	(687.20)	0.21
Add/(Less): Extra-ordinary Items (Excess Provisioning)	-	-
Profit/(Loss) after Tax & Extra-ordinary Items	(2043.21)	0.60
Less: Provision for Dividend	-	-
Less: Transfer to General / Statutory Reserves	-	-
Profit/(Loss) available for Appropriation	(2043.21)	0.60
Add: Profit/(Loss) brought forward from Previous Year	95.71	95.11
Balance of Profit/(Loss) carried forward	(1947.50)	95.71

FINANCIAL HIGHLIGHTS

Total revenue for the year stood at ^ 2071.82 in comparison to last years'' revenue of ^ 532.30. In term of Profit/(Loss)
before taxation, the Company has earned a Profit/(Loss) of ^ (2730.41) lakh in comparison to last years'' Profit/(Loss) of ^

0.81 lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at ^ (2043.21) lakh in comparison to last financial year''s
Profit/(Loss) of ^ 0.60 lakh.

DIVIDEND AND RESERVES

In view of Losses, your Directors do not propose any dividend for the year under review.

During the year under review ^ Nil was transferred to General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 was ^ 53.76 Crore. During the year under review, the Company has
not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2024,
none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of
the Company.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has
been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions
and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2024.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted
or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management

evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone
financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial
results on an annual basis.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other
working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.
BUSINESS SEGMENT

Your Company is into the business of Finance & Investments in accordance with the Accounting Standard 17 notified by
Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

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

SUBSIDIARY COMPANY

The Company does not have any Subsidiary/Material Subsidiary, Associate or Joint Venture Company whose net worth
exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has
generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on
material subsidiaries has not been formulated.

During the year, no Company has ceased to be Subsidiary, Associate or Joint Venture Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a “Policy for determining material Subsidiary Companies" of the Company. This policy is
available on your Company''s website at https://www.psitinfrastructure.co.in/company policies.html

RELATED PARTY TRANSACTIONS (RPT)

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year,
were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section
188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the
financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 in
Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard
(Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a
yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are
verified by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed
before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the
Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the
website of the Company and is accessible at the website of the Company. None of the Directors has any pecuniary
relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with
Related Party Transactions which is available on its website at the link:
https://www.psitinfrastructure.co.in/company policies.html

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V
read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the
Directors'' Report.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end
of the financial year and date of this report. There has been no change in the nature of business of the Company.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI
LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on March 17, 2023
wherein, the following items in agenda were discussed:

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the company, taking into account the views of Executive
Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

• The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience,
independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of
focus or expertise of individual Board members have been highlighted.

Matrix setting out the skills/expertise/competence of the Board of Directors

Sl. No.	Essential Core skills / expertise / competencies required for the Company	Core skills/expertise/competencies of all the Directors on the Board of the Company
1.	Strategic and Business Leadership	The Directors and especially the Managing Director have many years of experience.
2.	Financial Expertise	The Board has eminent business leaders with deep knowledge of finance and business.
3.	Governance, Compliance and Regulatory	The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4.	Knowledge and Expertise of Trade and Technology	The Directors have profound knowledge of economic Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2023-24 are given in the
separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and
applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT

There is no change in Management of the Company during the year under review.

DIRECTORS

There is no change in the composition of Board during the year under review.

The details of programme for familiarization of Independent Directors with the Company, nature of the business
segments in which the Company operates and related matters are put up on the website of the Company

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act,
2013.

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive
years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act
provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of
the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more
than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve
as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall
hold at least one meeting in a year, without the presence of non-independent directors and members of the management
and all the independent directors shall strive to be present at such meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons
of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and are independent of the management.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct &
Ethics.

Changes among Directors and KMPs during the current financial year have been stated herein below-
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	-	-	-	-

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted
principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements
as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they
have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent
Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section
149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the
management.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of
the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has
carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board
performance was evaluated based on inputs received from all the Directors after considering criteria such as Board
composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the
committee members after considering criteria such as composition and structure of committees, effectiveness of
committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent
Directors, performance of the Board as a whole and that of the Chairman of the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status
of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end
of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31^st March 2024, all the applicable accounting standards
prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation
relating to material departures, if any;

2. the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as
at March 31, 2024 and of the profit of the Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and

6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

BUSINESS RISK MANAGEMENT

The Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock Market, both in
Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and down and thus can
affect the profitability of the Company.

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks
helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes
periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees
and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the
criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of
Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination
and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has
been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the
necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The
Company has disclosed the policy on the website of the Company i.e. www.psitinfrastructure.co.in

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and
enables the Company to be innovative.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help
us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the
year under review, expenditure on research and development is not significant in relation to the nature and size of
operations of your Company.

AUDITORS
Statutory Auditors

Messrs Rajesh Kumar Gokul Chandra & Associates, Chartered Accountants, Kolkata (FRN No. 323891E) were
appointed as Statutory Auditors of the Company for a period of five consecutive years at the 41^st Annual General
Meeting (AGM) of the Members held on June 9, 2023 on a remuneration mutually agreed upon by the Board of
Directors and the Statutory Auditors. Pursuant to the amendments made to Section 139 of the Companies Act, 2013
by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the
Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution
seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

The Report given by M/s. Rajesh Kumar Gokul Chandra & Associates on the financial statement of the Company for
the FY 2023-24 is part of the Annual Report. The Notes on financial statement referred to in the Auditor''s Report are
self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification,
reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter
under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

There is no audit qualification, reservation or adverse remark for the year under review.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Mr. Sanjay Kumar Vyas,
Company Secretaries in Practice (C. P. No. 21598) to undertake the Secretarial Audit of the Company. The Report of
the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. Details of
qualification, reservation or adverse remark have been provided on Page No. 27-29 in Form of MR-3 forming part of
the Annual Report.

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to
“Meetings of the Board of Directors" and “General Meetings", respectively.

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by
Mr. Sanjay Kumar Vyas for the FY2023-24 has been submitted with stock exchange.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and
strengthened with new/revised standard operating procedures. The Company''s internal control system is
commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted
to M/s. A. Bhattarchajee & Co., Chartered Accountant Firm, Kolkata (FRN - 333268E). The main thrust of internal
audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with
best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Company has a robust Management
Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are
periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing
assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is attached as Annexure III to this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment
during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company
received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing and investment activities in Shares and Securities; the information
regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ''V'' and forms an integral part of this Report.
A statement comprising the names of top employees in terms of remuneration drawn and every persons employed
throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''VI'' and forms an integral part of this annual
report. The above Annexure is not being sent along with this annual report to the members of the Company in line with
the provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to the
Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by
Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General
Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees
hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the
Company.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report
under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of
the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors'' Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer for the
Financial Year 2023-24.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of
frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate section on corporate governance practices followed by the Company, together with a certificate from
the Company''s Auditors confirming compliance forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards
issued by the Institute of Company Secretaries of India.

GENERAL

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details
relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend,
voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;
(d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material order
passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in
future; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and (g) instance of one-time
settlement with any bank or financial institution.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives,
projections, estimates, expectations or predictions may be “forward-looking statements" within the meaning of
applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of
India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory
Authorities, stock exchanges, other statutory bodies, Company''s bankers, Members and employees of the Company for
the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors,
banks and other business partners for the excellent support received from them during the year. Our employees are
instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing
support.

Mumbai, August 23, 2024 By order of the Board

For PS IT INFRASTRUCTURE & SERVICES LIMITED

Registered Office: S/d-

Office No-308, B2B Agarwal Centre, Kawarlal K Ojha

Near Malad Industrial Estate, ^{DIN: 0}74593⁶3

Kanchpada, Mumbai - 400 064 Managing Director

---

Mar 31, 2018

Dear Members,

We are pleased to present the report on our business and operations for the year ended 31^st March, 2018. Results of our Operations:

The Company’s financial performance for the year ended 31^st March, 2018 is summarized below:

Rs.

Particulars	FY 2017-2018	FY 2016-2017
Profit Before Tax & Extraordinary Items	(20.24)	4.24
Tax Expense
-Current Tax	-	(1.31)
-Deferred Tax Liability/(Assets)	-	-
Net Profit for the year	(20.24)	2.93

OVERVIEW OF ECONOMY

The economy of India is a developing mixed economy. It is the world’s fifth-largest economy by nominal GDP and the third-largest by purchasing power parity(PPP). The country ranks 139th in per capita GDP (nominal) with S2,134 and 122nd in per capita GDP (PPP) with S7,783 as of 2018. After 1991 economic liberalisation, India achieved 6-7% average GDP growth annually. In FY 2015 and 2018 India’s economy became the world’s fastest growing major economy, surpassing China.

The long-term growth prospective of the Indian economy is positive due to its young population, corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India topped the World Bank’s growth outlook for the first time in fiscal year 2015-16, during which the economy grew 7.6%. Despite previous reforms, economic growth is still significantly slowed by bureaucracy, poor infrastructure, and inflexible labor laws(especially the inability to lay off workers in a business slowdown).

Review of Operations and affairs of the Company:

During the year under review, the Company has incurred Profit before Interest, Depreciation & tax of Rs. (20, 24,758)/- as compared to Rs. 4, 23,687/- in previous year. The net profit for the year under review has been Rs. (20, 24,758)/- as compared to Rs. 2, 92,768/- to the previous year. Your company is constantly looking for various avenues in the segment of Consultancy, Advisory and Investing/ trading of shares and securities.

There is no change in the Share Capital of the Company compared to Previous Years.

Dividend:

Your Directors feel it is prudent to plough back the profit for future growth of the Company and with a view to converse the resources, they do not recommend any Dividend for the year ended 31^st March, 2018.

Transfer to Reserves:

The Company has not transferred any amount of percentage (%) to General Reserves.

Deposits:

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 76 of the Companies Act, 2013 and the rules there under. There are no public deposits, which are pending for repayment.

Finance & Accounts:

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2018.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.

Particulars of loans, guarantees or investments:

It is hereby informed that the company has given loan of Rs 135,372,945 /-, however, the Company has neither made any investments nor given any guarantee or provided any security during the financial year under review.

Particulars of Contracts or Arrangements made with Related Parties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 during the financial year under review.

Subsidiary Company:

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the company during the previous financial year.

Director’s Responsibility statements:

Pursuant to Section 134 (3) ( c ) and Section 134 (5) of the Companies Act, 2013, the Board of Director, to the best of their knowledge and ability, confirm that :

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors have prepared the annual accounts on a going concern basis;

v. The directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and 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.

Recommendations of the Audit Committee:

During the year under review, all the recommendation made by the Audit Committee was accepted by the Board.

Directors

There has been no change in the composition of the Board during the Financial Year 2017-18

Human Resource Management:

To ensure good human resource management at PS IT Infrastructure & Services Limited, we focus on all aspect of the employee life cycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

i. Particulars of Employees:

There are two employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies Act (Appointment and Remuneration of managerial Personnel) Rules, 2014.

The Company currently does not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employee.

ii. Directors :

Sl. No.	Name	DIN	Designation	Date of Appointment
1	Mr. Johar Pal Singh	00113986	Director	26/08/2014
2	Mrs Vandana N Sahu	07145984	Director	31/03/2015
3.	Mr. Pradeep Pushkarmal Gupta	01964509	Diretor	03/05/2013
4.	Mr. Kawarlal Kanhaiyalal Ojha	07459363	Managing Director	19/03/2016

Material changes and commitments affecting financial position between the end of the financial year and date of report.

There have been no material changes and commitments affecting financial position between the end of the financial year and date of report.

Information Technology

Innovation and Technology are synonymous with the Company. The investment in Technology acts as a catalyst and enables the Company to be innovative.

Report on Corporate Governance

At PS IT Infrastructure & Services Limited, it is imperative that our Company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

Pursuant to Regulation 27 of SEBI LODR Regulations, 2015 a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

a. Auditors:

i. Statutory Auditor

The Auditors M/s B. S. Kedia & Co, Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 36th Annual General Meeting up to the conclusion of the 37th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. B.S Kedia & Co; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under; the proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.

ii. Internal Auditor:

The Company has appointed M/s. Mahato Prabir & Associates, Chartered Accounted Firm, Kolkata (FRN - 325966E) to undertake the Internal Audit of the Company.

iii. Secretarial Auditor:

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed H V Gor & Co, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

b. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

i. By the Statutory Auditor in the Audit Report:

The Auditors Report does not contain any qualification, reservations or adverse remarks.

ii. By the Secretarial Auditor in the Secretarial Audit Report:

The Company has not appointed a Company Secretary and/or Compliance Officer in terms of Section 203(1) (ii) of the Companies Act, 2013 and Regulation 6 of the SEBI (Listing and Obligations Disclosure Requirements) Regulations, 2015 respectively.

The Board with respect to the above mentioned reservation, herewith informs that during the F.Y. 2017-17 the Company did not find a suitable candidate for the position of the Company Secretary cum compliance officer, thus the said position was vacant.

c. Internal Financial Control

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

d. Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion data likely impact on Equity

Not any

e. Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

i. Particulars on Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo;

- Energy Conservation;

Conservation of Energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. No additional proposals/ investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc. are not applicable

- Research and Development and Technology Absorption

The Company has not adopted any technology for its business and hence, no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

- Foreign Exchange Earning and Outgo

The Company has not earned or spent any foreign exchange during the year under review.

f. Others:

i. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 an extract of the Annual Return in the prescribed format is annexed to this Report.

ii. Significant and Material Orders:

There are no significant and material order passed by the Regulators/ Courts or Tribunals impacting the going concern status and Company’s operations in future.

iii. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti- Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

iv. Other Disclosures:

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

- Issue of Equity Shares with differential rights as to dividend, voting, or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any Scheme.

- Redemption of Preference Shares and/ or Debentures.

g. Acknowledgement

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your Company’s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Mumbai, May 30,2018 By order of the Board

For PS IT INFRASTRUCTURE & SERVICES LIMITED

Registered Office :

Office No-308, B2B Agarwal Centre,

Near Malad Industrial Estate,

Kanchpada, Mumbai: 400064 MR. KAWARLAL KANAHAIYALAL OJHA

MANAGING DIRECTOR

(DIN: 07459363)

---

Mar 31, 2015

The Directors have pleasure in presenting the 33rd Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2015

FINANCIAL RESULTS:

(Amount in Rs)

Particulars 31-03-2015 31-03-2014

Revenue from Operations 3,98,63,17,293 1,04,71,08,374

Profit(Loss) before Tax 1,72,10,515 1,05,00,386

Provision for Tax-FBT 55,83,952 32,44,619

Profit (loss) after Tax 72,55,767 1,16,26,563

Prior Period Adjustments - -

Net Profit After Tax 72,55,767

1,16,26,563

PERFORMANCE & RESULTS:

Your directors are glad to inform you that the Company has seen a growth in revenue from Rs. 1,047,108,374/- for F. Y 2013-14 to Rs. 3,986,317,293/- for F. Y 2014-15. The Company has gained a net profit after tax of Rs.11,626,563/- for F.Y 2014-15 as compared to Rs. 7,255,767/- for F.Y 2013-14. Your Board of Directors promise to dedicate all efforts towards the sustainable growth of the Company.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2015.

1. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

2. STATUTORY AUDITORS

M/s Ranjeet Gothi & Associates, Surat (Firm Registration Number: 137993W)were appointed as the Statutory Auditors of the company last year in AGM held on 29th September, 2014, for five consecutive years, subject to ratification at every Annual General Meeting. Accordingly, their appointment is proposed to be ratified in the ensuing AGM. They have given their eligibility & consent for the proposed ratification.

3. SECRETARIAL AUDITORS

M/s. H V Gor & Co, Practicing Company Secretaries have been appointed in the Board Meeting held on 31st March, 2015 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditor’s Report has been annexed to the Board Report under Annexure IV.

4. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report.

The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:

a. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.

b. The Company has been keen on appointing a suitable candidate for the post of Chief Financial Officer of the Company. However, the Company failed to do so in F. Y 2014-15 owing to the lack of perfect candidature for the post. However, the Company has appointed Mr. Rajesh Patole as the Chief Financial Officer of the Company.

c. The Company has failed to file e-form DIR-12 in respect of Mr. Kashi Bajaj and Mr. Pradeep Gupta which was due to genuine oversight on the part of the Company and there was no mala fide intention to deceive the interest of the stakeholders of the Company.

d. The Company has failed to file e-form MGT-15 with the Registrar of Company which was due to genuine oversight on the part of the Company. However, there was no mala fide intention to deceive the interest of stakeholders of the Company.

5. DIRECTORS

The Board of Directors hereby mentions that all the aforementioned changes were duly approved and recommended by the Nomination and Remuneration Committee of the Board of Directors of the Company. Consequent upon the aforementioned changes in the Board of Directors of the Company, the Board of Director stands as follows as on date:

Name Designation Date of DIN Appointment

Executive Directors

Mr. Sajjan Kedia Managing Director & 20/06/2012 00344092 CEO

Mr. Johar Pal Singh Whole Time Director 26/08/2014 00113986

Non-Executive/Independent Directors

Mr. Kashi Prasad Bajaj Independent Director 31/08/2013 00559830

Mr. Pradeepkumar Pushkarmal Gupta Independent Director 03/05/2013 01964509

Ms. Vandana Neerajkant Sahu Independent Director 31/03/2015 07145984

6. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

7. BOARD MEETINGS

During the financial year under review, the Board of Directors met Eight times.

8. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

9. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

10. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No of complaints received : Nil

No of complaints disposed off: Nil

11. DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of its Profits for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability 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; and

d. They have prepared the annual accounts for the year ended 31st March, 2015 on a 'going concern' basis; and

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

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

13. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

15. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

16. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

17. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate internal financial control system, commensurate with the size of its business operations.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

20. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure I".

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Kashi Prasad Bajaj

b. Mr. Pradeepkumar Pushkarmal Gupta

c. Mr. Johar Pal Singh

The above composition of the Audit Committee consists of independent Directors viz., Mr. Kashi Prasad Bajaj and Mr. Mr. Pradeepkumar Pushkarmal Gupta who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

22. CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance but also a facilitator for enhancement of stakeholder’s value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report as 'Annexure II’.

23. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company’s Bankers, its valued customers, employees and all other intermediaries concerned with the Company’s business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.



By Order of the Board of Directors

Sd/-

Place: Mumbai Sajjan Kedia

Date: 3rd September, 2015 Managing Director

DIN-00344092

---

Mar 31, 2014

The Directors have pleasure in presenting the 32nd Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2014

FINANCIAL RESULTS:

(Amount in Rs)

Particulars 31-03-2014 31-3-2013

Revenue from Operations 1,036,231,309 1,429,815,283

Profit(Loss) before Tax 10,500,386 547,559

Provision for Tax-FBT 3,244,619 133,000

Profit (loss) after Tax 7,255,767 414,559 Prior Period Adjustments - -

Net Profit After Tax 7,255,767 414,559

PERFORMANCE & RESULTS:

The Company during the year under review had trading business in IT software and hardware products. Inspire of adverse market conditions, Your Company has generated revenue from operations and achieved a turnover of Rs. 1,036,231,309/- during the current year, as against Rs. 1,42,98,15,283/- during the previous year. Company and made a net profit of Rs. 7,255,767 /- during the year under review as compared to Rs. 414,559/-during the previous year.

The Management of the Company continues its focus on the business of merged business entities and with the better political stability in the India, looks forward for better growth and performance in the coming years.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2014.

DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

SHARE CAPITAL AND CHANGES THEREIN:

- During the year under review, the market price of the shares of the Company witnessed significant spurt over the last 12 months. In order to improve the liquidity of the Company's shares in the stock market and to make it affordable to the small investors, the Company decided to sub-divide the nominal value of the equity portion of the authorized share capital of the Company and obtained approval of the shareholders of the Company in the Extra Ordinary General Meeting held on 19th April 2014. The Company is in the process of implementing stock split with necessary compliances.

DIRECTORS' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of Annual accounts for the year ended March 31, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the appropriate accounting policies had been selected and applied consistently, and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2014 and of the profits of the company for the said year.

3. That the Directors had taken proper and sufficient care 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.

That the accounts have been prepared on a "going concern basis"

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

As the operations have not yet been commenced as stated above, information in accordance with the provisions of Section 217 (1) (e) of the Companies act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy technology absorption and foreign exchange earning and outgo are not applicable as the company has not undergone any manufacturing activity.

PARTICULARS OF EMPLOYERS:

As there is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, information relating thereto are not given forming part of this report.

FIXED DEPOSITS :

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited. The Company has paid the listing fees for the year 2014-15 and the Equity Shares of your Company are traded on the Exchange.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013:

Since last AGM, there has been no major change in the structure of the Board of Directors and the composition of Board of directors of the company is an appropriate combination of Executive and Non executive Directors with right element of independence. As on 31st March 2014 the Board consists of three Directors. More than Fifty percent of the Board consists of Non-Executive Independent Directors.

Further, in the meeting of Board of Directors held on 26th August 2014, Mr. Johar pal Singh has been appointed as Additional Director and Executive Chairman Director by the Board. As he hold office only upto the date of forthcoming Annual General Meeting, Board further recommends his appointment to the shareholders.

Further, Mr. Nitin Agarwal was appointed as Chief Financial Officer in the capacity of Key Managerial Personal in the Board Meeting held on 26th August, 2014.

Name of Director Designation KMP position held

Mr. Johar Pal Singh Executive Chairman Director -

Mr. Sajjan Kedia Managing Director Chief Executive Officer

Mr. Kashi Prasad Bajaj Chairman & Independent Director -

Mr. Pradeepkumar Pushkarmal Independent Director - Gupta

Mr. Nitin Agarwal - Chief Financial Officer

Further, your Directors confirm that in pursuance to the provisions of the Companies Act, the Company in due course will appoint Women Director and One More Director in the capacity of Non-executive Independent Director which will strengthen the Board further and will be helpful in empowering the Board of the Company to achieve higher performance thereby resulting in overall growth of the Company.

AUDITORS:

M/s Ranjeet Gothi & Associates, Chartered Accountants, retire as statutory Auditors of Company at the conclusion of the ensuring Annual General Meeting (AGM) and have expressed their willingness to continue as the Auditors of the company. Hence your directors propose appointment of M/s Ranjeet Gothi & Associates, Chartered Accountants Surat, as the statutory auditors of the company who has accepted the same.

AUDITOR'S QUALIFICATIONS:

There are no qualifications in the Audit Report and the observations and suggestions made by the Auditors in their report are self-explanatory.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There has been no inflow or outflow of foreign exchange during the year under review.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

For and on behalf of the Board of Directors,



Sd/-

Executive Director

Place: Mumbai Sajjan Kedia

Date: 26th August 2014 DIN-00344092

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Mar 31, 2013

The Directors have pleasure in presenting the 31st Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March'' 2013

FINANCIAL RESULTS:

(Amount in Rs) Particulars 31-03-2013 31-3-2012

Revenue from Operations 1''42''98''15''283 NIL

Profit(Loss) before Tax 5''49''559 (1031216)

Provision for Tax-FBT 1''33''000 Nil

Profit (loss) after Tax 4''14''559 (1031216)

Prior Period Adjustments Nil

Net Profit After Tax 4''14''559 (1031216)

PERFORMANCE & RESULTS:

During the period under review'' the Company went through restructuring by way of amalgamation with two IT Companies and Company''s amalgamated revenue from operations stood at Rs. 1''42''98''15''383 /- . The Company generated Net profit after Tax of RS. 4''14''559/-. With the financial restructuring'' the Company looks forward for healthier results in the coming years ahead.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources'' they do not recommend any dividend for the year ended 31st March'' 2013.

REVIEW OF OPERATIONS AND FUTURE PLANS:

As a part of expansion of its business line'' during the year under review'' the Company acquired two IT Companies namely Swift Infrastructure & Services Limited and Crescent Digital Technologies Limited. These two companies are in the business of consultancy related to development of IT software'' IT integrated infrastructure and trading in computer and hardware'' developing IT integrated infrastructure and executing other IT Infrastructure related contracts and trading in computer hardware.

Pursuant to the scheme of Amalgamation (the scheme) approved by the shareholders and sanctioned by Hon''ble High Court at Mumbai on 03 May 2013 under the provision of Companies Act'' 1956 (''The Act”) of which the certified order copy received on 30th May 2013'' the entire undertaking of Crescent Digital Technologies Limited (CDTL) and Swift IT Infrastructure & Services Limited (SIISL)'' the transferor companies'' has been transferred to the Company as a going concern with effect from 31st July 2012 (the appointed date). In accordance with the scheme 4''25''20''000 Equity Shares of Rs.10/- each fully paid up and ranking in pari-passu with the existing Equity Shares are to be issued by the company to the equity share holders of Crescent Digital Technologies Limited and Swift IT Infrastructure & Services Limited in the ratio of 1:1 i.e. 1 new equity share of Rs.10/- each in the transferee company credited as fully paid up for 1 equity share of Rs.10/- each in the capital of transferor company.

The Company is confident that the amalgamation will benefit consolidation of the businesses of consultancy related to development of IT software'' IT integrated infrastructure and result in economy of scale and reduction in overheads'' administrative'' managerial and other expenditure and optimal utilization of resources. High Court vide its order dated 3rd May 2013 has approved the amalgamation and now the Company looks forward with confidence for improved results and in turn increase shareholders value.

DIRECTORS'' RESPONSIBILITY STATEMENT :

The Board of Directors of the Company confirms:

- That in the preparation of the annual accounts'' the applicable accounting standards had been followed along with proper explanations relating to material departure;

- That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent'' so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March'' 2013 and of the Profit and loss of the Company for the year.;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- That the Directors have prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

As the operations have not yet been commenced as stated above'' information in accordance with the provisions of Section 217 (1) (e) of the Companies act'' 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules'' 1988 regarding conservation of energy technology absorption and foreign exchange earning and outgo are not applicable as the company has not undergone any manufacturing activity.

PARTICULARS OF EMPLOYERS:

As there is no employee covered under the provisions of Section 217 (2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975'' information relating thereto are not given forming part of this report.

FIXED DEPOSITS :

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure ''A” and ''B” respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited. Trading in company''s securities was permitted by the Exchange during the year and now the securities of your company are actively traded on the Exchange.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

DIRECTORS:

During the year'' Sundaram Sankaranarayanan and Mr. Pradeepkumar Pushkarmal Gupta were inducted as an Additional directors on the Board of the Company under Section 260 of the Companies Act'' 1956 w.e.f. 3rd May 2013 and Mr. Kashi Prasad Bajaj was inducted as an Additional Director on the Board under section 260 of the Act'' w.e.f. 31st August 2013'' who hold office only upto the date of forthcoming Annual General Meeting.

The company has received notice from some of the shareholders of the company proposing their candidature for the post of Directors. Your Directors propose their appointment as the Directors of the company liable to retire by rotation.

Further during the year Mr. Johar Pal Singh retires by rotation and he has expressed his unwillingness to get re-appointed. Your Directors propose not to re-appoint Mr. Johar Pal Singh as the Director of the Company.

Further'' during the year'' Mr. Rajnikant Fulchand Shah & Mr. Pankaj Ramniklal Pandya'' resigned from the post of Directorship respectively w.e.f. 3rd May 2013. Your directors extend their sincere gratitude for valuable services provided by them during their tenure to the Board.

AUDITORS:

M/s. RAHUL R JAIN & ASSOCIATES Chartered Accountants retire as statutory Auditors of Company at the conclusion of the ensuring Annual General Meeting (AGM) and have expressed their willingness to continue as the Auditors of the company. Hence your directors propose appointment of M/s. RAHUL R JAIN & ASSOCIATES'' Chartered Accountants Mumbai'' as the statutory auditors of the company who has accepted the same.

AUDITOR''S QUALIFICATIONS:

There are no qualifications in the Audit Report and the observations and suggestions made by the Auditors in their report are self-explanatory

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

During the year under review'' there were no activities'' which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy'' technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review'' the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There has been no inflow or outflow of foreign exchange during the year under review.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers'' its valued customers'' employees and all other intermediaries concerned with the company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

For and on behalf of the Board of Directors''

sd/-

Executive Director

Place : Mumbai

Date: 31st August 2013

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Mar 31, 2011

The Directors are pleased to present the Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31st March, 2011 is summarized below:

(Figures in Rs.)

2010-2011 2009-2010

Loss before Tax 25200 15222

Less: Provision for Tax

Loss after Tax 25200 15222

Less: Balance Brought forward 1856726 1871948

Balance carried to Balance Sheet 1831526 1856726

OPERATIONS:

During the Year the Company made a loss of Rs.25,200/- (Previous year Loss Rs. 15222/-).

DIVIDEND:

In view of loss incurred by the Company during the year ended 31st March, 2011. Your Directors do not recommend any Dividend for the year under review.

PARTICULARS OF EMPLOYEES:

There are no employees drawing salaries in excess of the limit provided in the Section 217 (2A) of the Companies Act, 1956 and hence no information for the same, for the year ended 31st March. 2008.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, the Directors' confirm that in the preparation of the annual accounts, -the applicable accounting standards have been followed;

-appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and of the loss of the Company for the year ended 31st March, 2011; -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; -the annual accounts have been prepared on a going concern basis.

DIRECTOR RETIRING BY ROTATION:

Mr. Pankaj Pandya Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

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

Information in accordance with the provisions of Section 217(1 )(e) of the companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding conservation of energy and technology absorption are not applicable as the Company has not undertaken any manufacturing activity. There were no foreign exchange earning or outgo during the year under review.

AUDITORS:

At the Annual General Meeting, M/s. Patel Dalai & Associates, Chartered Accountants retires and they have given the certificate of their eligibility for reappointment as the Company's Auditor.

For and on behalf of the board of Directors Rajnikant F Shah

Chairman & Managing Director

Mumbai, 2nd September, 2011