PCS Technology Ltd. — Declaration of Voting Results & Voting Rights Announcements 2022

Apr 29, 2022

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29th April, 2022

The Secretary The Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers 27[th] Floor, Dalal Street Mumbai 400 023

Dear Sir,

Ref: Security Code no. 517119

Subject: Submission of Voting Result of Postal Ballot (through E-voting} and Scrutinizer's Report dated 28th April, 2022 pursuant to Regulation 30 and 44 of the SEBI {Listing Obligations and Disclosure Requirements} Regulations, 2015

Dear Sir,

With reference to the captioned subject, regarding Notice of Postal Ballot dated 15th March 2022 (" the Notice"} issued to the Members of PCS Technology Limited ("the Company"} seeking their approval by way of Postal Ballot through electronic voting {"e-voting"} for resolutions provided therein, we would like to inform you that the e-voting period for the Postal Ballot was concluded on Wednesday, 27[th] April 2022 at 5:00 P.M. (1ST} and thereafter the Scrutinizer Mrs. Ami Sheth of M/s. A. M. Sheth & Associates, Practicing Company Secretaries , Mumbai submitted her report on the e voting results to the Company on 28th April 2022.

Basis Scrutinizer's Report, all the resolutions as set out in the Postal Ballot Notice dated 15th March 2022 have been approved and passed by the shareholders with requisite majority. Further, in compliance of Regulation 30 and 44 of the SEBI {Listing Obligations and Disclosure Requirements} Regulations, 2015 {"Listing Regulations"} and other applicable provisions of the Listing Regulations, please find enclosed the Results of the Postal Ballot as Annexure I (through e-voting) in the prescribed format under Regulation 44{3} of the Listing Regulations together with the Scrutinizer's Report dated 28[th] April, 2022 as Annexure II .

The Voting Results along with the Scrutinizer's Report dated 28[th] April, 2022 are being hosted on the website of the Company at www.pcstech.com and on the website of CDSL {e-voting Agency) at www.evotingindia.com.

Please also consider the above intimation as a disclosure of the proceedings under Regulation 30 read with Para A (13) of Part A of Schedule Ill of Listing Regulations.

Kindly take the same on record and acknowledge receipt

Thanking You, Yours Faithfully, For PCS Technology Limited

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Mehul Monani Company Secretary

PCS Technology Limited : 7th Floor, Technocity IT Premises Co-Op. Soc.. Ltd. Plot No X-5/3, MIDC, Mahape, Navi Mumbai- 400710. www.pcstech.com. Tel 91 22 4129 611 Registered Office : 82/6/1, Solar Park, Shop No.6, Pune - Alandi Road Dattanagar, Dighi- Pune - 411015 CIN No. : L74200MH1981PLCO24279

Details of Voting Results of Postal ballot and E-voting pursuant to Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015

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General information about company
Scrip code 517119
ISIN INE834B01012
Name of the company PCS TECHNOLOGY LIMITED
Type of meeting POSTAL BALLOT
Date of the meeting / last day of receipt of postal ballot forms (in case of
27-04-2022
Postal Ballot)
Voting results
Record date
22-03-2022
Total number of shareholders on record date
26927
No. of shareholders present in the meeting either in person or through proxy
a) Promoters and Promoter group Not applicable
b) Public Not applicable
No. of shareholders attended the meeting through video conferencing
a) Promoters and Promoter group Not applicable
b) Public Not applicable
No. of resolution passed in the meeting 3
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Resolution (1)

Re-Designation of Mr. Harish Chandra Tandon from Non- Executive Non- Independent Director to Non- Executive Independent Director of the Company

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Resolution required: (Ordinary / Special) Special
Whether promoter/ promoter group are interested in the
agenda/resolution? No
% of
Total No. % of Votes No. of Votes
No. of No. of % of Votes in
of Equity Polled on Votes - again
votes Votes - in favour on
Shares outstanding agains st on
polled favour votes polled
Category Mode of Voting Held shares t votes
polled
[7]=[(
[6]=[(4)/(2)]
[1] [2] [3]=[(2)/(1)]100 [4] [5] 5)/(2)
100
]100
E-Voting 12,962,243 88.18 12,962,243 - 100.00 0.00
Promoter and Poll 0 0 0 0 0 0
1 Promoter Postal Ballot (if 14,699,939
Group applicable) 0 0 0 0 0 0
Total 12,962,243 88.18 12,962,243 - 100.00 0.00
E-Voting 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Public -
2 Postal Ballot (if 323,348
Institutions
applicable) 0 0 0 0 0 0
Total 0 0 0 0 0 0
E-Voting 8,271 0.14 8,154 117 98.59 1.41
Poll 0 0 0 0 0 0
Public- Non
3 Postal Ballot (if 5,927,390
Institutions
applicable) 0 0 0 0 0 0
Total 8,271 0.14 8,154 117 98.59 1.41
E-Voting 12,970,514 61.91 12,970,397 117 100.00 0.00
Poll 0 0 0 0 0 0
Total Postal Ballot (if 20,950,677
applicable) 0 0 0 0 0 0
Total 12,970,514 61.91 12,970,397 117 100.00 0.00
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Resolution (2)
Appointment of Mrs. Mona Bhide (DIN: 05203026) as Non- Executive Woman Director on the Board of the Company
Resolution required: (Ordinary / Special) Ordinary
Whether promoter/ promoter group are interested in
the agenda/resolution? No
Total No. % of Votes
No. of No. of No. of % of Votes in % of Votes
of Equity Polled on
votes Votes - in Votes - favour on votes against on
Shares outstanding
Mode of polled favour against polled votes polled
Category Held shares
Voting
[7]=[(5)/(2)]
[1] [2] [3]=[(2)/(1)]100 [4] [5] [6]=[(4)/(2)]100
100
E-Voting 12,962,243 88.18 12,962,243 - 100.00 0.00
Promoter Poll 0 0 0 0 0 0
and Postal
1 14,699,939
Promoter Ballot (if
Group applicable) 0 0 0 0 0 0
Total 12,962,243 88.18 12,962,243 - 100.00 0.00
E-Voting 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Public - Postal
2 323,348
Institutions Ballot (if
applicable) 0 0 0 0 0 0
Total 0 0 0 0 0 0
E-Voting 8,703 0.15 8,586 117 98.66 1.34
Poll 0 0 0 0 0 0
Public-
Postal
3 Non 5,927,390
Institutions Ballot (if
applicable) 0 0 0 0 0 0
Total 8,703 0.15 8,586 117 98.66 1.34
E-Voting 12,970,946 61.91 12,970,829 117 100.00 0.00
Poll 0 0 0 0 0 0
Postal
Total 20,950,677
Ballot (if
applicable) 0 0 0 0 0 0
Total 12,970,946 61.91 12,970,829 117 100.00 0.00
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Resolution (3)
Approval of Related Party Transactions
Resolution required: (Ordinary / Special) Ordinary
Whether promoter/ promoter group are interested in
the agenda/resolution? Yes
No. of
Total No. of No. of % of Votes Polled No. of % of Votes in % of Votes
Votes -
Equity votes on outstanding Votes - favour on votes against on
in
Mode of Shares Held polled shares against polled votes polled
Category favour
Voting
[7]=[(5)/(2)]1
[1] [2] [3]=[(2)/(1)]100 [4] [5] [6]=[(4)/(2)]100
00
E-Voting - - - - 0.00 0.00
Promoter Poll 0 0 0 0 0 0
and Postal
1 14,699,939
Promoter Ballot (if
Group applicable) 0 0 0 0 0 0
Total - - - - 0.00 0.00
E-Voting 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Public - Postal
2 323,348
Institutions Ballot (if
applicable) 0 0 0 0 0 0
Total 0 0 0 0 0 0
E-Voting 8,149 0.14 8,032 117 98.56 1.44
Poll 0 0 0 0 0 0
Public- Non Postal
3 5,927,390
Institutions Ballot (if
applicable) 0 0 0 0 0 0
Total 8,149 0.14 8,032 117 98.56 1.44
E-Voting 8,149 0.04 8,032 117 98.56 1.44
Poll 0 0 0 0 0 0
Postal
Total 20,950,677
Ballot (if
applicable) 0 0 0 0 0 0
Total 8,149 0.04 8,032 117 98.56 1.44
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Pursuant to the provisions of Regulation 23(4) of SEBI (LODR) Regulations, 2015, 3,84,740 votes of related parties have not been considered under 'No. of votes polled' and 'No. of votes in favour'.

Mobile: + 91 9892770645 E-mail: csamisheth@gmail.com shethmm_cs@yahoo.co.in

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[A. M. Sheth& Associates] Company Secretaries

C-510, Fifth Floor, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai -400053

A. M. SHETH Proprietor

REPORT OF SCRUTINIZER

Date: 28[th ] April,2022

To,

The Chairman of

PCS Technology Limited CIN: L74200MH1981PLC024279 Regd. off: 82/6/1, Solar Park, Shop no.6 Pune-Alandi Road, Dattanagar, Dighi Pune- 411015, Maharashtra

Dear Sir,

’ - Subject: Scrutinizer s Report on voting through e voting for Postal ballot in terms of Section 108 and 110 of the Companies Act, 2013 (the Act) read with Rule 20 and 22 of the Companies (Management & Administration) Rules, 2014

I, Ami M. Sheth, Practising Company Secretary, appointed as Scrutinizer by the Board of Directors of PCS Technology Limited (the Company) for the purpose of scrutinizing Postal Ballot process in a fair and transparent manner in respect of the resolutions as set out in the Notice of Postal Ballot dated 15[th] March, 2022 proposed to be passed by the Equity shareholders of the Company, submit my report as under:

(1) Pursuant to Section 108 and 110 of the Act and Rule 20 and 22 of Companies (Management & Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Company has confirmed that the Electronic copy of the Postal Ballot Notice with explanatory statement were sent to the shareholders whose e-mail addresses are registered with the

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[A. M. Sheth& Associates] Company Secretaries

Company/Depository Participant(s)/ M/s. Bigshare Services Pvt. Ltd (the Registrar and Share Transfer Agent of the Company) for communication purposes in compliance with MCA Circulars dated 8[th] April, 2020, 13[th] April, 2020 read with other relevant circulars, including circulars 23[rd] June, 2021 and 8[th] December, 2021 as amended from time to time and SEBI Circular dated 12[th] May, 2020 and 15[th] January, 2021 and applicable provisions of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

• (2) The compliance with the provisions of the Companies Act, 2013 and Rules made thereunder relating to transaction of business by means of Postal Ballot process on the resolutions set out in the Notice of Postal Ballot is the responsibility of the Management. My responsibility as a Scrutinizer is to render Scrutinizer’s Report of the total votes cast in favour or against, if any, on the resolutions.

• (3) The Company has completed dispatch of Notice along with explanatory statement electronically on 23[rd] March, 2022, to shareholders whose name(s) appeared on the Register of Members/ List of beneficiaries as on 22[nd] March, 2022(“cut-offdate”).The Company has published a notice in this regard, in the newspapers on 26[th] March, 2022 in the manner as prescribed under the Rules.

Cut –off date: 22[nd] March, 2022 E-voting commencement date: 29[th] March, 2022 at 9.00 a.m. E-voting end date: 27[th] April, 2022 at 5.00 p.m.

• (4) The e-voting facility was provided by Central Depository Services (India) Limited (CDSL). The votes cast through e-voting were unblocked on 27[th] April, 2022 after 5.00 p.m. in the presence of two witnesses and the e-voting summary statement was downloaded from e-voting website of CDSL.

• (5) My report on the results of the e-voting is based on the data downloaded from CDSL in respect of the resolutions stated in the Notice of Postal Ballot.

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[A. M. Sheth& Associates] Company Secretaries

• (6) The result of the e-voting is as under:

• A. Special Business – Special Resolution for Re-Designation of Mr. Harish Chandra Tandon from Non- Executive Non- Independent Director to NonExecutive Independent Director of the Company

Mode	Postal ballot (Through	Postal ballot (Through	~~Remote~~ ~~E~~-voting)	~~Remote~~ ~~E~~-voting)
	No. of members voted	No. of votes cast		% oftotal number of valid votes cast
Voted in favour	40	1,29,70,397		100
Voted against	3	117		0*
Invalid votes	0	0		0
Total	43	1,29,70,514		100

*negligible

The valid votes cast in favour of above special resolution are 100 %.

• B. Special Business – Ordinary Resolution for Appointment of Mrs. Mona Bhide (DIN: 05203026) as Non- Executive Woman Director on the Board of the Company

Company
Mode	Postal ballot (Through		~~Remote~~ ~~E~~-voting)
	No. of members voted	No. of votes cast		% of total number of valid votes cast
Voted in favour	42	1,29,70,829		100
Voted against	3	117		0*
Invalid votes	0	0		0
Total	45	1,29,70,946		100

*negligible

The valid votes cast in favour of above ordinary resolution are 100 %.

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[A. M. Sheth& Associates] Company Secretaries

– C. Special Business Ordinary Resolution for approval of Related Party Transactions

Mode	Postal ballot (Through	Postal ballot (Through	~~Remote~~ ~~E~~-voting)	~~Remote~~ ~~E~~-voting)
	No. of members voted	No. of votes cast		% of total number of valid votes cast
Voted in favour	33	3,92,772		-
Less: Votes of RelatedParties not considered pursuant to the provisions of Regulation 23(4) of SEBI (LODR) Regulations, 2015	6	3,84,740		-
Balance: Votes in favour	27	8,032		98.56
Voted against	3	117		1.44
Invalid votes	0	0		0
Total valid votes cast	30	8,149		100

The valid votes cast in favour of above ordinary resolution are 98.56 %.

All the above 3 resolutions have been passedby the Members with requisite majority.

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[A. M. Sheth& Associates] Company Secretaries

• (7) Register of postal ballot and all other relevant records of voting process given/provided/ maintained in electronic mode will remain in our custody until the Chairman considers, approves and signs minutes of the postal ballot and the same shall be handed over thereafter to the Chairman/ person authorized by him for safe keeping.

Thanking you,

Yours faithfully,

FOR A. M. SHETH & ASSOCIATES

(Company Secretaries)

SHETH AMI MANUBHAI Digitally signed by SHETH AMI MANUBHAI DN: c=IN, st=Maharashtra, 2.5.4.20=b43840e49cda430bc962bcdde9f4744b88e741d8f390925a818c01aaf156d435, postalCode=400086, street=8A, 803,AKASH DEEP, L B S MARG, DAMODAR PARK, GHATKOPAR WEST, serialNumber=c9cea2bc8951e4c75695e2eb4b63e4b2bfdd886b9a6245f0ca9f22897852d62a, o=Personal, cn=SHETH AMI MANUBHAI, pseudonym=5a5ddc887266445772eb6871e3cc7ab4 Date: 2022.04.28 16:33:09 +05'30'

A. M. SHETH

(Prop) ACS No. 24127, CP No. 13976 Place: Mumbai

UDIN: A024127D000229893

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