PS IT Infrastructure & Services Limited — Audit Report / Information 2024

Apr 24, 2024

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April 24, 2024

The Deputy Manager Dept. of Corp. Services BSE Limited P. J. Towers, Dalal Street, Fort Mumbai – 400 001

Ref: Scrip Code 505502

Sub: Submission of Annual Secretarial Compliance Report

Respected Sir or Madam,

With reference to the above captioned subject matter and pursuant to Regulation 24(A) of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. ClR/CFD/CMD1/27/ 2019 dated 8 February 2019; please find enclosed the Annual Secretarial Compliance Report for the Financial Year 2023-24.

Kindly take the same on your record & oblige.

Thanking You,

Yours Faithfully,

For PS IT INFRASTRUCTURE & SERVICES LIMITED KAWARLAL Digitally signed by KAWARLAL KANHAIYALALOJHA DN: cn=KAWARLAL KANHAIYALAL OJHA, c=IN, KANHAIYALAL l=THANE, st=MAHARASHTRA, o=Personal, email=KLOJHA_BOMBAY@YAHOO.COM, OJHA serialNumber=694d8ae0cdb83daf6b406755fe92153e246e21293c4b397e61b3c78e521ab7fb Date: 2024.04.24 11:49:08 +05'30'

KAWARLAL KANHAIYALAL OJHA DIN: 07459363 MANAGING DIRECTOR

Enclosed: As stated above

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To The Board of Directors PS IT Infrastructure & Services Limited Office No. 308, B2B Agarwal Centre, Near Malad Industrial Estate, Kanchpada, Malad west, Mumbai, 400064

Sub.: Annual Secretarial Compliance Report for the Financial Year 2023-24

Dear Sir,

We have been engaged by PS IT Infrastructure & Services Limited (hereinafter referred to as the “Company”) bearing CIN: L72900MH1982PLC027146 whose Equity Shares are listed on BSE Limited (BSE) to conduct an Audit in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8[th] February 2019 including recent updates by SEBI on said Circular, and to issue the Annual Secretarial Compliance Report thereon.

It is the responsibility of the management of the Company records, devise proper systems to ensure Compliance with the provisions of all the applicable SEBI Regulations and Circulars/Guidelines issued thereunder from time to time and to ensure that the systems are adequate and are operating effectively.

Our responsibility is to verify Compliance by the Company with the provisions of all applicable SEBI Regulations and Circulars/Guidelines issued from time to time and issue a Report thereon.

Our Audit was conducted in accordance with Guidance Note on Annual Secretarial Compliance Report issued by the Institute of Company Secretaries of India and in a manner which involved such examinations and verifications considered and necessary and adequate for the said purpose. Annual Secretarial Compliance is attached herewith.

Sanjay Digitally signed by Sanjay Kumar Vyas Date: 2024.04.23 Kumar Vyas 19:13:47 +05'30'

SANJAY KUMAR VYAS

Practicing Company Secretary ACS No. 55689, C.P. No. 21598 PRC No: 1856/2022 UDIN: A055689F000222746 Place: Kolkata Date: April 23, 2024

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ANNUAL SECRETARIAL COMPLIANCE REPORT

FOR THE FINANCIAL YEAR ENDED ON 31[ST] MARCH 2024

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The Members,

PS IT Infrastructure & Services Limited Office No. 308, B2B Agarwal Centre, Near Malad Industrial Estate, Kanchpada, Malad west, Mumbai, 400064

We have examined:

• a) All the documents and records made available to us and explanations provided by the Company;

• b) the filings/submissions made by the company to the Stock Exchanges;

• c) Website of the Company;

• d) Any other documents/filings, as may be relevant, which has been relied upon to prepare this Certificate.

For the financial year ended on March 31, 2024 in respect of Compliance with the provisions of:

1. The Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) and the Regulations, Circular, Guidelines issued thereunder and;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under and the Regulations, Circular, Guidelines issued thereunder by the Securities & Exchange Board of India (SEBI);

The specific Regulations whose provisions and the Circulars/Guidelines issued thereunder have been examined, includes -

• a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

• b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Not Applicable for the period

• c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Not Applicable for the period

• d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

• e) The Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014; Not Applicable for the period

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• f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable for the period

• g) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; Not Applicable for the period

• h) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;

• i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable for the period

• j) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; Not Applicable for the period

• k) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable for the period

and circulars/ guidelines issued thereunder and based on the above examination, we hereby report that, during the Review Period:

• a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

• Refer Annexure “A” annexed to the Report

• b) The listed entity has taken the following actions to comply with the observations made in previous reports:

• Refer Annexure “B” annexed to the Report

I further report that –

• The Company has complied with the requirements of Structural Digital Data Base in terms of Securities & Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 including various Circulars issued by SEBI thereunder and Circular(s) issued by BSE Limited dated March 16, 2023.

• There was no event of appointment/ re-appointment/ resignation of Statutory Auditors of the Listed Entity during the review period and the Listed Entity has not modified the terms of appointment of its existing Auditor. In this regard, I report that the Listed Entity has complied with Circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019.

Further to the matter and as advised in the BSE Notice No. 20230329-21 dated 29[th] March 2023 as well as BSE Notice No. 20230410-41 dated 10[th] April 2023, following are the additional information which is the parts of ongoing Annual Secretarial Audit Report –

Sr. No.	Particulars	Compliance Status (Yes/No/NA)	Observations/ Remarks by PCS*
1.	Secretarial Standards: The compliances of the listed entity are in accordance with the applicable Secretarial Standards(SS)issued bythe Institute of	Yes	Not Any

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Company Secretaries India (ICSI)
2. Adoption and timely updation of the Policies :
 All applicable policies under SEBI
Regulations are adopted with the approval Yes Not Any
of board of directors of the listed entities.
 All the policies are in conformity with SEBI
Regulations and has been reviewed & Yes Not Any
timely updated as per the
regulations/circulars/guidelines issued by
SEBI
3. Maintenance and disclosures on Website:
 The Listed entity is maintaining a Yes Not Any
functional website
 Timely dissemination of the documents/
information under a separate section on Yes Not Any
the website
 Web-links provided in annual corporate
governance reports under Regulation 27(2)
are accurate and specific which re-directs Yes Not Any
to the relevant document(s)/ section of the
website
4. Disqualification of Director:
None of the Director of the Company are
Yes Not Any
disqualified under Section 164 of Companies
Act, 2013
5. To examine details related to Subsidiaries of
listed entities:
The Company does
a) Identification of material subsidiary N.A. not have any
companies Subsidiary
b) Requirements with respect to disclosure of
material as well as other subsidiaries
6. Preservation of Documents:
The listed entity is preserving and maintaining
records as prescribed under SEBI Regulations Yes Not Any
and disposal of records as per Policy of
Preservation of Documents and Archival policy
prescribed under SEBI LODR Regulations, 2015.
7. Performance Evaluation:
The listed entity has conducted performance
evaluation of the Board, Independent Directors Yes Not Any
and the Committees at the start of every
financial year as prescribed in SEBI Regulations
8. Related Party Transactions:
a) The listed entity has obtained prior
approval of Audit Committee for all Related Yes Not Any
party transactions
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b) In case no prior approval obtained, the
listed entity shall provide detailed reasons
along with confirmation whether the
transactions were subsequently No such Case Not Any
approved/ratified/ rejected by the Audit
committee
9. Disclosure of events or information:
The listed entity has provided all the required
disclosure(s) under Regulation 30 along with Yes Not Any
Schedule III of SEBI LODR Regulations, 2015
within the time limits prescribed thereunder.
10. Prohibition of Insider Trading:
The listed entity is in compliance with Yes Not Any
Regulation 3(5) & 3(6) SEBI (Prohibition of
Insider Trading) Regulations, 2015
11. Actions taken by SEBI or Stock Exchange(s), if
any:
No Actions taken against the listed entity/ its
promoters/ directors/ subsidiaries either by SEBI Refer Annexure
or by Stock Exchanges (including under the Yes
“A” of the Report
Standard Operating Procedures issued by SEBI
through various circulars) under SEBI
Regulations and circulars/ guidelines issued
thereunder
12. Additional Non-compliances, if any:
No any additional non-compliance observed for
N.A. Not Any
all SEBI regulation/circular/ guidance note etc.
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Digitally signed by Sanjay Sanjay Kumar Vyas Kumar Vyas Date: 2024.04.23 19:14:09 +05'30'

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SANJAY KUMAR VYAS Practicing Company Secretary ACS No. 55689, C.P. No. 21598 PRC No: 1856/2022

UDIN: A055689F000222746

Place: Kolkata Date: April 23, 2024

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Annexure “A”

The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below: –

Compliance Requirement (Regulations/Circulars/ guidelines including specific clause)	Regulati on/ Circular No.	Deviati ons	Action taken by	Type of Action (Advisory/Clarification /Fin e/Show Cause Notice/Warning,etc.)	Details of Violation	Fine Amou nt	Observations / Remarks of the Practicing Company)	Management Response
Violation of LODR Regulations for FY 2019-20	27(2), 34, 6(1) and 19	Delay in filing	BSE	Fine	Delayed Complian ce	16.33 Lakh	The Company has paid Fine	There was instance of delay in complying with said Provisions duringFY 2019-20
Annual Listing Fees	14	Not Paid	BSE	Suspension of Trading in Equity Shares of the Company	Non Payment of ALF	None	Paid old Dues in FY 2024-25	The Company has paid all outstanding Fees in current FY

Annexure “B”

The listed entity has taken the following actions to comply with the observations made in previous reports: –

Compliance Requirement (Regulations/Circulars/ guidelines including specific clause)	Regulati on/ Circular No.	Deviations	Action taken by	Type of Action (Advisory/Clarification/Fin e/Show Cause Notice/ Warning,etc.)	Details of Violation	Fine Amount	Observations/ Remarks of the Practicing Company)

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	Misc.	Misc.	Not Any	BSE	Re-Forensic Audit of Books & Records of the Company	Misc.	Nil	Re-Forensic Audit Completed