PCS Technology Ltd. — Proxy Solicitation & Information Statement 2022

Mar 25, 2022

Further to our letter dated 15.01.2022, we hereby submit the Postal Ballot Notice along with the Explanatory Statement dated 15" March, 2022 ("Notice"), being sent to/published/displayed for all the Members of the Bank whose names appear on the Register of Members/ List of Beneficial Owners as on Tuesday, 22™ March, 2022 ("Cut-off date") seeking approval of Members on the following items of special business, through remote evoting system:

	pcs TECHNOLOGY
	25th March, 2022
The Secretary	The Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers 27" Floor, Dalal Street Mumbai 400 023
Dear Sir,
	Ref: Security Code no. 517119
Dear Sir,
Subject:	under Disclosure Regulation (Listing Obligations Notice - and Postal Ballot 30 of the SEBI Disclosure Requirements) Regulations, 2015
Further to	15.01.2022, we hereby submit the our letter dated Notice along with the Postal Ballot Explanatory Statement dated 15" March, 2022 ("Notice"), being sent to/published/displayed for all the Members of the Bank whose names appear on the Register of Members/ List of Beneficial Owners as on Tuesday, 22™ March, 2022 ("Cut-off date") seeking approval of Members on the following items of special business, through remote evoting system:
S.no	Resolution
1	Re-Designation of Mr. Harish Chandra Tandon from Non- Executive Non- Independent Director
	to Non- Executive Independent Director of the Company as Non- Executive Woman Director on the Appointment of Mrs. Mona Bhide (Din: 05203026)
2	Board of the Company
3	To Approve Related Party Transactions

In compliance with Ministry of Corporate Affairs General Circular No. 14/2020 dated April 8, 2020, Circular No. 17 / 2020 dated April 13, 2020, Circular No. 22/ 2020 dated June 15, 2020, Circular No. 33/ 2020 dated September 28, 2020, Circular No. 39/ 2020 dated December 31, 2020, Circular No. 10/2021 dated June 23, 2021 and Circular No. 20/ 2021 dated December 08, 2021, the Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Bank/Depositories as on the Cut-off date. The communication of assent or dissent of the Members would only take place through the remote e-voting system.

The Bank has engaged the services of Central Depository Services (India) Limited ("CDSL") to provide remote e-voting facility to its Members. The remote e-voting period commences from Tuesday, 29th March, 2022 from 9.00 A.M. and ends on Wednesday, 27th April 2022 at 5.00 P.M. The Postal Ballot results will be submitted within 2 working days from conclusion of the e-voting period, to the Stock Exchanges in accordance with the Listing Regulations

PCS TECHNOLOGY LIMITED

The Postal Ballot Notice is also available on the website of the Company at www.pcstech.com and on the website of CDSL (e-voting agency) at www.evotingindia.com.

You are requested to take the same on record.

Thanking You, Yours Faithfully, For PCS Technology Limited

We

Mehul Monani Company Secretary

PCS Technology Limited

CIN: L74200MH1981PLC024279

Regd. Off. : 82/6/1, Solar Park, Shop no.6, Pune-Alandi Road, Dattanagar, Dighi- Pune- 411015 Corp. Office: 7° floor, Technocity, plot no. X-5/3, MIDC, Mahape, Navi Mumbai- 400710 Tel. 022 41296111, Fax no.+912241296082, www.pcstech.com

Notice is hereby given that, pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred as "the said Act") read with the Companies (Management and Administration) Rules, 2014 (hereinafter referred as "the Rules") including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and the General Circular No.14/2020 dated 8" April 2020, General Circular No. 17/2020 dated 13" April 2020, General Circular No. 22/2020 dated 15*" June 2020, General Circular No. 33/2020 dated 28" September 2020, General Circular No. 39/2020 dated 31°t December 2020, General Circular No 10/2021 dated 23 June 2021 and General Circular No 20/2021 dated 8"" December 2021 (the "MCA Circulars"), the Company is seeking approval from its Members for passing of the resolutions as set out in the Postal Ballot Notice dated 15™ March, 2022 ("Notice") by way of remote e-voting ("e-voting/remote e-voting").

Further, in terms of Sections 108 and 110 and other applicable provisions of the Act, read with the Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing the facility to its members holding shares in physical or dematerialized form as on the Cut-Off Date, being Tuesday, 22" March, 2022, to exercise their right to vote by electronic means on the businesses specified in the Notice as mentioned above.

Pursuant to the MCA Circulars this Notice is being sent only through electronic mode to all the Members/Beneficiaries, whose names appear on the Register of Members / Record of Depositories as on Cut-Off Date and who have registered their email addresses with the Company / RTA or Depository/Depository Participant. SPECIAL BUSSINESSES

Item no.1

RE-DESIGNATION OF MR. HARISH CHANDRA TANDON FROM NON- EXECUTIVE NON- INDEPENDENT DIRECTOR TO NON- EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT in accordance with, the provisions of Sections 149 and 150 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act'), and the Rules made thereunder, read with Schedule IV of the Act and Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Harish Chandra Tandon (DIN : 00037611), who has submitted a declaration that he meets the criteria of Independence as provided under the Act and the Listing Regulations, be and is hereby appointed as an Non- Executive Independent Director of the Company to hold office for a term of upto 5 (five) consecutive years with effect from 14th March, 2022 to 13th March, 2027."

Item no.2

APPOINTMENT OF MRS. MONA BHIDE (DIN: 05203026) AS NON- EXECUTIVE WOMAN DIRECTOR ON THE BOARD OF THE COMPANY.

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149 (1) and Section 152 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), including any statutory modifications or re-enactment(s) thereof and any rules made thereunder, for the time being in force, Mrs. Mona Bhide (DIN: 05203026), who was appointed as an Additional Non- Executive Women Director of the Company with effect from 14th March 2022, and whose term expires at ensuing Annual General Meeting or three months from the date of his appointment, whichever is earlier, and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director be and is hereby appointed as a Non- Executive Women Director of the Company whose office is liable to retire by rotation. TO

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution."

Item no.3

APPROVE RELATED PARTY TRANSACTIONS

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT Section 188 of the Companies Act, 2013 ("the Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014 and pursuant to the provisions of Regulation 23(4) and all other applicable provisions, if any of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called "SEBI Listing Regulations"), and the Company's policy on materiality of Related Party Transaction(s), and all applicable provisions of the Companies Act, 2013 (hereinafter called "the Act") and Rules made there under, (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the consent of the Audit Committee and Board of Directors of the Company vide resolutions passed in their respective meetings held on 14 th March, 2022, and subject to such other approvals, consents, permissions and sanctions of any authorities, as may be necessary, the consent and approval of the Members be and is hereby accorded to the Board of Directors ("the Board" which term shall be deemed to include a Committee of the Board) to enter into arrangements/ transactions/contracts with Kalpavruksh Systems Private Limited, being a Related Party as defined in SEBI Listing Regulations, relating to transactions as detailed in the explanatory statement, which are in the ordinary course of business of the Company and all the terms and conditions including pricing are at arm's length basis, on such terms and conditions as the Board in its absolute discretion may deem fit.

"RESOLVED FURTHER THAT the aggregate amount/value of all such arrangements/transactions/contracts that may be entered into by the Company with Kalpavruksh Systems Private Limited and remaining outstanding at any one pointin time shall not exceed the limit as prescribed in the table provided in the Explanatory statement below, wherein fresh approval of the shareholders shall be obtained in this regard;

"RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, to finalise the terms and conditions of the transactions with the aforesaid parties, and to execute or authorize any person to execute all such documents, instruments and writings as may be considered necessary, relevant, usual, customary, proper and/or expedient for giving effect to this resolution."

NOTES :

1. The Explanatory Statements and reasons for the proposed Special Resolution pursuant to Section 102 read with Section 110 of the Act setting out material facts are appended herein below.

2. The Company has appointed Mr. M/s. A. M. Sheth& Associates., Practicing Company Secretary, Mumbai, to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner.

3, The Notice is being sent only through electronic mode to all the Members/Beneficiaries, whose names appear on the Register of Members/ Record of Depositories as on Tuesday, 22™ March, 2022 (the "Cut- Off Date) and who have registered their email addresses with the Company/RTA or Depository/Depository Participant, in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and the MCA Circulars. The Notice of Postal Ballot is also placed on the website of the Company i.e. www.pcstech.com and the website of CDSL i.e. www.evotingindia.com and at the relevant sections of the websites of the stock exchange on which the shares of the Company are listed i.e. www. bseindia.com

4, Brief profiles and other additional information pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (55-2) issued by the Institute of Company Secretaries of India, in respect of the Directors seeking re- appointment, are also annexed to the Notice.

5, The relevant documentsreferred to in the accompanying Notice and the Statement pursuant to Section 102 of the Act, shall be available for inspection by the members at the Registered Office of the Company during normal business hours (between 11.00 AM. to 1.00 P.M.) on all working days upto and including the date of declaration of the results of Postal Ballot. Members seeking to inspect such documents can also send an email to investorsgrievances @pcstech.com.

1. In compliance with the provisions of Sections 108 and 110 of the Act, read with the Companies (Management and Administration) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations}, the Company is pleased to offer E-voting facility to all the Members, to enable them to cast their votes electronically. The Company has appointed Central Depository Services (India) Limited (CDSL) for facilitating e-voting to enable the members to cast their votes electronically (hereinafter referred to as the "Remote e-voting").

7, Pursuant to the provisions of Section 110, the MCA Circulars and other applicable provisions, if any, of the Act read with the Companies (Management and Administration) Rules, 2014, assent or dissent of the Members in respect of the resolutions contained in this Notice dated 15th March 2022 is being taken through remote E- voting only. Please note that pursuant tothe MCA Circular voting by members will only be through e-voting.

1. Voting Rights in the Postal Ballot cannot be exercised by a proxy.

2. The Scrutinizer will, after the conclusion of remote e-voting, scrutinize the votes cast through remote e-voting, submit his report to the Chairman or a person authorised by him, who shall countersign the same and declare results of the Postal Ballot/E-voting within two working days from the conclusion of remote e-voting and the same, will be placed on the website of the Company (www. pestech.com) and the website of CDSL (www. evotingindia.com) immediately after the declaration of result by the Chairman or a person authorised by him. The same will also be communicated to BSE Limited

3. Members are requested to update their contact details including e-mail address, mandates, with their depository participants and with RTA i.e. M/s. Bigshare Services Pvt. Ltd, at Ist Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East) Mumbai 400059, if shares are held in physical form to enable the Company to send all the communications electronically including Annual Report, Notices, Circulars, ete

11. The instructions for Shareholders for e-voting are as under:

The voting period begins on Tuesday, 29th March, 2022 from 9.00 A.M. and ends on Wednesday, 27th April 2022 at 5.00 P.M. During this period, members of the Company holding equity shares either in physical form or in dematerialized form, as on the Cut-Off Date i.e., 22nd March, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter

a) Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020 on "e voting facility provided by Listed Companies', e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process.

bj Shareholders are advised to update their mobile number and e-mail ID with their DPsin order to access e-voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

	pcs TECHNOLOGY
Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	Users who have opted for CDSL Easi / Easiest facility, can login through their 1) be made available to reach e existing user id and password. Option will Voting page without any further authentication. The URL for users to login to https://web.cdslindia.com/myeasi/home/login Easiest are Easi or visit / www.cdslindia.com and click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e-Voting 2) option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links system provided e-Voting Providers access Service the to of all i.e. CDSL/NSDL/KARVY/LINKINTIME, e-Voting that the user can the so visit service providers' website directly. If the user is not registered for Easi/Easiest, option to register is available at 3) https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat 4) Number Account PAN from e-Voting and available No. link a home www.cdslindia.com page on on click or httos://evoting.cdslindia.com/Evoting/EvotingLogin system The will authenticate the user by sending OTP on Mobile registered Email & as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. If you are already registered for NSDL IDeAS facility, please visit the e-Services 1)
Individual Shareholders holding securities in demat mode with NSDL	Open web browser website NSDL. following typing URL: the by of https://eservices.nsdl.com either on a Personal Computer or on a mobile. home Once the launched, page of e-Services "Beneficial click on the is Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. registered for IDeAS option to e-Services, If the user register is not is 2) available at https://eservices.nsdl.com. Select "Register Online for IDeAS athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp "Portal or click

		pcs
	3) URL: which "Login" is company name on the remote e-Voting period.	FEC HNOLOG Visit the e-Voting website of NSDL. Open web browser by typing the following https://www.evoting.nsdl.com/ either on a Personal Computer or ona mobile. Once the home page of e-Voting system is launched, click on the icon 'Shareholder/Member' new under available section. A screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click name e-Voting service provider and you be or will redirected to e-Voting service provider website for casting your vote during
Individual Shareholders (holding demat in through login Depository Participants	Depository Participant your mode) e-Voting option, you their successful authentication, Voting period.	You can also login using the login credentials of your demat account through NSDL/CDSL for e-Voting facility. registered with securities After Successful login, you will be able to see e-Voting option. Once you click on NSDL/CDSL Depository site redirected to after be will wherein e-Voting you feature. can see on Click company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-
		Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
to	login through Depository i.e. CDSL and NSDL	Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related
Login type		Helpdesk details
in Demat mode with CDSL		Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related
to
Login type	Helpdesk details
	Individual Shareholders holding securities Members facing any technical issue in login can contact
in Demat mode with CDSL	CDSL helpdesk by sending a request at
	helpdesk.evoting@cdslindia.comor contact at 022-
	23058738 and 22-23058542-43.
	Individual Shareholders holding securities Members facing any technical issue in login can contact
in Demat mode with NSDL	NSDL helpdesk by sending a request at evoting@nsdl.co.in
	or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(i) Login method for e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.
• 2) Click on "Shareholders" module.
• 3) Now enter your User ID
• For CDSL: 16 digits beneficiary ID,
• For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• 4) Next enter the Image Verification as displayed and Click on Login.
• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

		pcs TECHNOLOGY
1) 2)		The shareholders should log on to the e-voting website www.evotingindia.com. Click on "Shareholders" module.
3)		Now enter your User ID
		For CDSL: 16 digits beneficiary ID,
		For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
	c.	Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4)		Next enter the Image Verification as displayed and Click on Login.
5)		If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6)	If you are a	first-time user follow the steps given below:
		For Physical shareholders and other than individual shareholders holding shares in Demat
PAN		Enter your 10 digit aloha-numeric *PAN issued by Income Tax Department (Applicable for
		both demat shareholders as well as physical shareholders)
		Shareholders who have not updated their PAN with the Company/Depository e Participant are requested to use the sequence number sent by Company/RTA or
		contact Company/RTA.
OR Date of		If both the details are not recorded with the depository or company, please enter e
Birth (DOB)		the member id / folio number in the Dividend Bank details field.

• (ii) After entering these details appropriately, click on "SUBMIT" tab.
• (iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (v) Click on the EVSN for the relevant on which you choose to vote.

• (vi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (vii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (viii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (ix) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (x) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xii) Additional Facility for Non — Individual Shareholders and Custodians —For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module. emailed to helpdesk.evoting@cdslindia.com.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; www.investorsgrievances@pcstech.com , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders — Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

82/6/1, Solar Park, Shop no.6, For PCS Technology Ltd. Pune-Alandi Road, Dattanagar, Dighi- Pune- 411015 CIN - L74200MH1981PLCO24279 we

Registered Office By Order of the Board

Mumbai Mehul Monani Date: 15.03.2022 Company Secretary & Compliance Officer

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT , 2013

Item no. 1

The Board of Directors at its meeting held on 14 March, 2022, on the recommendation of Nomination and Remuneration Committee, has re- designated Mr. Harish Chandra Tandon (DIN : 00037611), aged 70 years, to Non Executive Independent Director of the Company.

Mr. Harish Chandra Tandon was appointed as Non-Executive Non — Independent Director of the Company we, fst April, 2018 and prior to this he had served as Managing Director &Chief Executive Officer (CEO) of the Company till 31st March, 2018.

Mr. Tandon is B.Sc in Engineer from Birla Institute of Technology, Pillani, He possesses very long experience in the field of Electronics and is associated with the Company since its inception and looked after marketing of Computer Division. He has over 37 years of experience and earlier to this he has also served at Hinditron Computers Itd. for period of 2 years.

Due to his strong credentials, vast experience , intricate knowledge of the business of the Company and also to comply with Regulation 17 (1(b) of the SEBI (Listing Obligations and Disdosure Requirements) Regulations, 2015, and In the opinion of the Board, Mr. Harish Chandra Tandon fulfils the conditions as set out in Section 149(6) and Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') for being eligible for his redesignation.

Mr. Harish Chandra Tandon does not hold Directorship(s) / Membership(s) in other Companies.

Mr. Harish Chandra Tandon is not inter-se related with any other Director or Key Managerial Personnel of the Company and hold 432 shares in the Company.

Except Mr. Harish Chandra Tandon, being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives is concemed or interested, financially or otherwise, in the resolution as set out in the Notice.

The Board of Directors based on the recommendation of the Nomination and remuneration Committee considers the re-designation of Mr, Harish Chandra Tandon as Non- Executive independent Director of the Company and recommends the Special resolution asset outin the Notice for approval of Members.

Item no. 2

The Board of Directors at its meeting held on 14 March, 2022, on the recommendation of Nomination and Remuneration Committee have appointed Mrs. Mona Bhide daughter of late shri Girish Dave as Additional Women Director of the Company who holds office up to the date of this Annual General Meeting or three months from the date of his appointment, whichever is earlier, liable to retire by Rotation, pursuant to section 161 of the Companies Act, 2013.

Mona Bhide is the Managing Partner of Dave & Girish & Co. a full service law firm with specialisation in the field of intemational finance and corporate law transactions having offices in Mumbai and Bangalore and work in association of local firms in Delhi and Hyderabad.