updated notice of 45th AGM

FORTY FIFTH ANNUAL REPORT 2025-2026 NOTICE TO THE MEMBERS NOTICE OF 45TH ANNUAL GENERAL MEETING NOTICE is hereby given that the 45th Annual General Meeting of the members of PCS TECHNOLOGY LIMITED (‘AGM’) will be held on Tuesday, September 29, 2026 at 12:30 p.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon. 2. To re-appoint Mr. Ashok Kumar Patni (DIN: 00014194), as a Director, who retires by rotation, and being eligible offers himself for re-appointment. SPECIAL BUSINESS 3. To approve material related party transactions with related parties. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the applicable provisions of the Companies Act, 2013 (“Act”) read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and basis the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Company to continue/extend/enter into Material Related Party Transaction(s)/ Contract(s)/Arrangement(s)/Agreement(s) (whether by way of an individual transaction or transaction taken together or series of transactions or otherwise) with Kalpavruksh Systems Private Limited (KSPL), a Group Company, for an aggregate value not exceeding Rs. 90 Lacs on such principal terms and conditions as detailed in the Explanatory Statement for the period from 1st April, 2026 till conclusion of Annual General Meeting of the Company for the Financial Year ending on 31st March, 2027, provided that the said transaction(s)/Contract(s)/Arrangement(s)/ Agreement(s) shall be carried out in the ordinary course of business and at arm’s length basis. RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include the Audit Committee of the Company and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution. RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.” By order of the Board of Directors For PCS Technology Limited Sd/- Sandip Mavkar Place: Mumbai Company Secretary and Compliance Officer Date: 12th August, 2026 ACS: 31922 Registered Office- Corporate Office- S.NO.1A, F-1, Irani Market Compound 8th Floor, Technocity Building, Plot X-5/3, Mahape, MIDC, Yerwada, Pune- 411006 Navi Mumbai, Maharashtra, India, 400 710. CIN - L74200MH1981PLC024279 Tel.-022412961111 Email: investorsgrievances@pcstech.com Website: www.pcstech.com NOTES: 1. The Ministry of Corporate Affairs (“MCA”) has, vide its Circular nos. 20/2020, 14/2020, 17/2020, 02/2021, 02/2022, 10/2022, 09/2023, 09/2024, the latest being 03/2025 dated 22nd September, 2025 and the Securities and Exchange Board of India (‘SEBI’) vide its circular no. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated 3rd October, 2024 and other applicable circulars issued in this regard, (hereinafter collectively referred to as “the Circulars”), have permitted holding of the Annual General Meeting (“AGM”) through Video Conferencing (“VC”). In compliance with these Circulars, provisions of the Act and the Listing Regulations, the 45th AGM of the Company is being conducted through VC/OAVM facility, which does not require physical presence of members at a common venue. The deemed venue for the 45th AGM shall be the Registered Office of the Company. 2. In terms of the MCA Circulars, physical attendance of members has been dispensed with and, therefore, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by members under Section 105 of the Act will not be available for the 45th AGM. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the members may be appointed for the purpose of voting through remote e-Voting through Board Resolution/Power of Attorney/Authority Letter, etc., for participation in the 45th AGM through VC/OAVM facility and e-Voting during the 45th AGM and since the AGM is being held through VC/OAVM facility, hence the Proxy Form, Attendance Slip and the Route Map is not annexed in this Notice. PCS TECHNOLOGY LIMITED 3. Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per Section 103 of the Companies Act, 2013 (“the Act”). 4. The Members can join the AGM 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. In line with Ministry of Corporate Affairs General No. 03/2025 dated 22nd September, 2025 and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133, dated October 3, 2024, the Notice calling the AGM and Annual Report has been uploaded on the website of the Company at https:// www.pcstech.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited. The Notice and Annual Report is also available on the website of e-voting agency-Central Depository Services (India) Ltd at the website address www.evotingindia.com Profile of Mr. Ashok Kumar Patni in compliance with Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) is annexed to Notice. Voting through electronic means- Pursuant to the provisions of section 108 of the Companies Act, 2013 and amended Rule 20 of Companies (Management and Administration) Rules, 2014, and also pursuant to Regulation 44(1) of SEBI (LODR) Regulation, 2015 and in terms of SEBI circular no. SEBI/Ho/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, the Company is pleased to provide members facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by Central Depository Services (India) Limited (CDSL). The instructions for e-Voting are given herein below. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/ OAVM but shall not be entitled to cast their vote again. 5. The remote e-voting period- It begins on Friday, September 25, 2026 at 10:00 a.m. and ends on Monday, September 28, 2026 at 5:00 p.m [Showing first 8,000 characters — download PDF for full document]