PCS Technology Ltd Directors Report

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 Companys standalone and consolidated performance for the financial year 2024-25 is given below:

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 Companys 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 39750009% 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 Boards 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 Companys 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 COMPANYS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR DURING THE YEAR UNDER REVIEW, NO COMPANY HAS BECOME OR CEASED TO BE COMPANYS SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

During the year under review, no Company has become or ceased to be Companys 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 Companys 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 COMPANYS 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 Companys 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 Companys endeavour for its growth.

	For and on behalf of the Board of Directors
		Sd/-
	H.C. Tandon	Ashok Kumar Patni
	Independent Director	Vice-Chairman
Mumbai, 27th May, 2025	DIN:00037611	DIN:00014194