Dear Members,

We are pleased to present the report on our business and operations for the year ended 31^st March, 2018. Results of our Operations:

The Company’s financial performance for the year ended 31^st March, 2018 is summarized below:

Rs.

OVERVIEW OF ECONOMY

The economy of India is a developing mixed economy. It is the world’s fifth-largest economy by nominal GDP and the third-largest by purchasing power parity(PPP). The country ranks 139th in per capita GDP (nominal) with S2,134 and 122nd in per capita GDP (PPP) with S7,783 as of 2018. After 1991 economic liberalisation, India achieved 6-7% average GDP growth annually. In FY 2015 and 2018 India’s economy became the world’s fastest growing major economy, surpassing China.

The long-term growth prospective of the Indian economy is positive due to its young population, corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India topped the World Bank’s growth outlook for the first time in fiscal year 2015-16, during which the economy grew 7.6%. Despite previous reforms, economic growth is still significantly slowed by bureaucracy, poor infrastructure, and inflexible labor laws(especially the inability to lay off workers in a business slowdown).

Review of Operations and affairs of the Company:

During the year under review, the Company has incurred Profit before Interest, Depreciation & tax of Rs. (20, 24,758)/- as compared to Rs. 4, 23,687/- in previous year. The net profit for the year under review has been Rs. (20, 24,758)/- as compared to Rs. 2, 92,768/- to the previous year. Your company is constantly looking for various avenues in the segment of Consultancy, Advisory and Investing/ trading of shares and securities.

There is no change in the Share Capital of the Company compared to Previous Years.

Dividend:

Your Directors feel it is prudent to plough back the profit for future growth of the Company and with a view to converse the resources, they do not recommend any Dividend for the year ended 31^st March, 2018.

Transfer to Reserves:

The Company has not transferred any amount of percentage (%) to General Reserves.

Deposits:

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 76 of the Companies Act, 2013 and the rules there under. There are no public deposits, which are pending for repayment.

Finance & Accounts:

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2018.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.

Particulars of loans, guarantees or investments:

It is hereby informed that the company has given loan of Rs 135,372,945 /-, however, the Company has neither made any investments nor given any guarantee or provided any security during the financial year under review.

Particulars of Contracts or Arrangements made with Related Parties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 during the financial year under review.

Subsidiary Company:

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the company during the previous financial year.

Director’s Responsibility statements:

Pursuant to Section 134 (3) ( c ) and Section 134 (5) of the Companies Act, 2013, the Board of Director, to the best of their knowledge and ability, confirm that :

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. The directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit & Loss of the company for that period;

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors have prepared the annual accounts on a going concern basis;

v. The directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and 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.

Recommendations of the Audit Committee:

During the year under review, all the recommendation made by the Audit Committee was accepted by the Board.

Directors

There has been no change in the composition of the Board during the Financial Year 2017-18

Human Resource Management:

To ensure good human resource management at PS IT Infrastructure & Services Limited, we focus on all aspect of the employee life cycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

i. Particulars of Employees:

There are two employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies Act (Appointment and Remuneration of managerial Personnel) Rules, 2014.

The Company currently does not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employee.

ii. Directors :

Material changes and commitments affecting financial position between the end of the financial year and date of report.

There have been no material changes and commitments affecting financial position between the end of the financial year and date of report.

Information Technology

Innovation and Technology are synonymous with the Company. The investment in Technology acts as a catalyst and enables the Company to be innovative.

Report on Corporate Governance

At PS IT Infrastructure & Services Limited, it is imperative that our Company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

Pursuant to Regulation 27 of SEBI LODR Regulations, 2015 a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

a. Auditors:

i. Statutory Auditor

The Auditors M/s B. S. Kedia & Co, Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 36th Annual General Meeting up to the conclusion of the 37th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. B.S Kedia & Co; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under; the proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.

ii. Internal Auditor:

The Company has appointed M/s. Mahato Prabir & Associates, Chartered Accounted Firm, Kolkata (FRN - 325966E) to undertake the Internal Audit of the Company.

iii. Secretarial Auditor:

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed H V Gor & Co, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

b. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

i. By the Statutory Auditor in the Audit Report:

The Auditors Report does not contain any qualification, reservations or adverse remarks.

ii. By the Secretarial Auditor in the Secretarial Audit Report:

The Company has not appointed a Company Secretary and/or Compliance Officer in terms of Section 203(1) (ii) of the Companies Act, 2013 and Regulation 6 of the SEBI (Listing and Obligations Disclosure Requirements) Regulations, 2015 respectively.

The Board with respect to the above mentioned reservation, herewith informs that during the F.Y. 2017-17 the Company did not find a suitable candidate for the position of the Company Secretary cum compliance officer, thus the said position was vacant.

c. Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

d. Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion data likely impact on Equity

Not any

e. Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

i. Particulars on Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo;

- Energy Conservation;

Conservation of Energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. No additional proposals/ investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc. are not applicable

- Research and Development and Technology Absorption

The Company has not adopted any technology for its business and hence, no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

- Foreign Exchange Earning and Outgo

The Company has not earned or spent any foreign exchange during the year under review.

f. Others:

i. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 an extract of the Annual Return in the prescribed format is annexed to this Report.

ii. Significant and Material Orders:

There are no significant and material order passed by the Regulators/ Courts or Tribunals impacting the going concern status and Company’s operations in future.

iii. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti- Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

iv. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

- Issue of Equity Shares with differential rights as to dividend, voting, or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any Scheme.

- Redemption of Preference Shares and/ or Debentures.

g. Acknowledgement

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your Company’s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Mumbai, May 30,2018 By order of the Board

For PS IT INFRASTRUCTURE & SERVICES LIMITED

Registered Office :

Office No-308, B2B Agarwal Centre,

Near Malad Industrial Estate,

Kanchpada, Mumbai: 400064 MR. KAWARLAL KANAHAIYALAL OJHA

MANAGING DIRECTOR

(DIN: 07459363)