| Delaware                                 |   | 51-0539828          |
|------------------------------------------|--------|---------------------|
| (State or other jurisdiction of          |   | (I.R.S. Employer    |
| incorporation or organization)           |   | Identification No.) |
|                                     |   |                |
| 1 Bella Drive, Westminster, MA      |   | 01473               |
| (Address of principal executive offices) |   | (Zip Code)          |
|                                     |   |                |
|  Yes |    No |
|--------------|-------------------------|
|  Yes |    No |
|--------------|-------------------------|
|   Yes |  No |
|--------------------|-------------|
|  Yes |  No |
|--------------|-------------|
| Large accelerated filer                                            | Accelerated filer         |
|------------------------------------------------------------------------------------|-------------------------------------------|
| Non-accelerated filer(Do not check if a smaller reporting company) | Smaller reporting company |

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|                                                                                                    | Page   |
|---------------------------------------------------------------------------------------------------------|--------|
|                                                                                                    |   |
| PART III                                                                                                |   |
| Item 10. Directors, Executive Officers and Corporate Governance                                         | 1      |
| Item 11. Executive Compensation                                                                         | 3      |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 7      |
| Item 13. Certain Relationships and Related Transactions, and Director Independence                      | 8      |
| Item 14. Principal Accounting Fees and Services                                                         | 9      |
|                                                                                                    |   |
| PART IV                                                                                                 |   |
| Item 15. Exhibits, Financial Statement Schedules                                                        | 9      |

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|  Name                 |                                 |  Age |   |  Position        |
|----------------------------|--------------------------------------|-----------|--------|-----------------------|
| Leonard M. Anthony (1) (2) |                                 | 62        |   | Chairman of the Board |
| Michael R. Holly (1) (2)   |                                 | 70        |   | Director              |
| Andrew A. Levy             |                                 | 69        |   | Director              |
| Philip A. Dur (2)          |                                 | 72        |   | Director              |
| Robert G. Isaman (1)       |                                 | 54        |   | Director              |
|                       |                                 |      |
| (1)                        | Member of the Audit Committee        |      |
| (2)                        | Member of the Compensation Committee |      |

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| · | Leonard Anthony filed a Form 4 on July 22, 2015 for a transaction that occurred on July 1, 2015; |
|--------|--------------------------------------------------------------------------------------------------|

| · | Philip Dur filed a Form 4 on July 22, 2015 for a transaction that occurred on July 1, 2015; |
|--------|---------------------------------------------------------------------------------------------|

| · | Michael Holly filed a Form 4 on July 22, 2015 for a transaction that occurred on July 1, 2015; |
|--------|------------------------------------------------------------------------------------------------|

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| · | Alexander Shen filed a Form 4 on September 14, 2015 for a transaction that occurred on August 12, 2015; |
|--------|---------------------------------------------------------------------------------------------------------|

| · | Richard Fitzgerald filed a Form 4 on September 14, 2015 for a transaction that occurred on August 12, 2015; and |
|--------|-----------------------------------------------------------------------------------------------------------------|

| · | Thomas Sammons filed a Form 4 on April 8, 2016 for a transaction that occurred on January 21, 2016. |
|--------|-----------------------------------------------------------------------------------------------------|

| Name and Position                                          |   | FiscalYear |               | Salary ($) |                           | Bonus($) |              | OptionAwards($)(1) |                                    | All OtherCompensation($) |                                                                                                      | Total ($) |
|------------------------------------------------------------|--------|------------|--------------------|------------|--------------------------------|----------|-------------------|--------------------|-----------------------------------------|--------------------------|-----------------------------------------------------------------------------------------------------------|-----------|
| Alexander Shen,Chief ExecutiveOfficer (2)             |   |       | 201620152014       |       | $275,000$211,538-              |     | $206,250$165,000- |               | $33,054--                               |                     |   $  1,716(5)  $58,996(5)-                                                       |      | $516,020$437,434- |
| Thomas Sammons,Chief Financial Officer (3)            |   |       | 201620152014       |       | $195,865--                     |     | $100,000--        |               | $27,684--                               |                     |   $47,149(6)--                                                                                  |      | $370,698-- |
|  Richard Fitzgerald,Former Chief FinancialOfficer (4) |   |       |  201620152014 |       |  $142,039$259,700$259,700 |     |  ---         |               |     $7,191$81,933$77,227 |                     |      $2,600(7)    $4,800(7)    $4,800(7) |      |  $151,830$346,433$341,727 |
| (1)   | These amounts reflect the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. Key assumptions in calculating these amounts are outlined in Note 12 to our Consolidated Financial Statements in this Form 10-K.                                                                 |
|-----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)        | On June 23, 2014, Mr. Shen was appointed to the position of President of the Company's subsidiary, Ranor, Inc., with an annual base salary of $275,000.   Effective November 17, 2014, Mr. Shen was appointed as the Company's Chief Executive Officer while also continuing to serve as President of Ranor. |
| (3)             | On October 23, 2015, Mr. Sammons was appointed to the position of Chief Financial Officer of the Company with an annual base salary of $200,000.                                                                                                                                                                            |
| (4)             | Mr. Fitzgerald served as Chief Financial Officer of the Company until October 23, 2015. Upon his resignation, he transitioned into a consulting role with the Company.                                                                                                                                                      |
| (5)             | Other compensation paid to Mr. Shen in fiscal 2016 includes reimbursement of temporary living expenses of $1,716. Other compensation paid to Mr. Shen in fiscal 2015 includes a primary residence relocation allowance of $35,000 plus reimbursement of temporary living expenses of $23,996.                               |
| (6)             | Other compensation paid to Mr. Sammons in fiscal 2016 includes a primary residence relocation allowance of $35,000, plus reimbursement of temporary living expenses of $12,148.                                                                                                                                             |
| (7)             | Mr. Fitzgerald received an automobile allowance of $400 per month.                                                                                                                                                                                                                                                          |

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|                     |   | Option Awards                                                       |    |
|--------------------------|--------|---------------------------------------------------------------------|---------|
| Name                     |   | Number of Securities Underlying Unexercised Options (#) Exercisable |    |   | Number of Securities Underlying Unexercised Options (#) Unexercisable |   |   | Option Exercise Price |   | Option Expiration Date |   |
| Alexander Shen (1)       |   |                                                                | 333,333 |   |   |   | 666,667 |   |   |  $ | 0.08 |   | August 11, 2025 |   |
|  Thomas Sammons (2) |   |                                                                | 166,667 |   |   |   | 333,333 |   |   |  $ | 0.17 |   | January 20, 2026 |   |
| (1) | Options granted to Mr. Shen on August 12, 2015 vest in three equal annual installments beginning on the grant date.       |
|-----|-------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Options granted to Mr. Sammons on January 21, 2016 vest in three equal annual installments beginning on the grant date.   |

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| Fee Category                                                |   | Fees |   |
|-------------------------------------------------------------|--------|------|--------|
| Quarterly Retainer                                          |   | $    | 6,000  |   |
| In-person Meeting Fee (Quarterly)                           |   | $    | 2,500  |   |
| Telephonic Meeting Fee                                      |   | $    | 500    |   |
| Audit & Compensation Committee Chairs - Annual Retainer |   | $    | 8,000  |   |
| Non-executive Chairman - Annual Retainer                    |   | $    | 12,000 |   |

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| Name               |   | FeesEarned (1) |   |   | OptionAwards (2) |   |                | All Other Compensation |   | Totals |   |
|--------------------|--------|----------------|--------|--------|------------------|--------|---------------------|------------------------|--------|--------|--------|
| Philip A. Dur      |   | $              | -      |   |             | $      |   821     |                   |   | $ -    |   | $ |   821 |   |
| Michael R. Holly   |   | $              | -      |   |             | $      |   821     |                   |   | $ -    |   | $ |   821 |   |
| Andrew A. Levy     |   | $              | -      |   |             | $      |    -      |                   |   | $ -    |   | $ |    - |   |
| Robert G. Isaman   |   | $              | -      |   |             | $      |    - |                   |   | $ -    |   | $ |    - |   |
| Leonard M. Anthony |   | $              | -      |   |             | $      |   821     |                   |   | $ -    |   | $ |   821 |   |
| (1) | The Board of Directors waived all fees that would have been received for serving on the board of directors during fiscal 2016. |
|-----|--------------------------------------------------------------------------------------------------------------------------------|
| (2) | Represents the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718.           |
| · | each of our directors;                                                                                                                                                |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| · | each Named Executive Officer;                                                                                                                                         |
| · | each person owning of record or known by us, based on information provided to us by the persons named below, to own beneficially at least 5% of our common stock; and |
| · | all directors and Named Executive Officers as a group.                                                                                                                |
| Name                                                          |                 |   |  Shares                         |   |   | Percentage  |
|---------------------------------------------------------------|----------------------|--------|--------------------------------------|--------|--------|-------------|
| Andrew A. Levy                                                |                 |   |  1,622,100                      |   |   |  5.76% |
| Alexander Shen (1)                                            |                 |   |    666,667            |   |   | 2.37%       |
| Thomas Sammons (2)                                            |                 |   |    166,667            |   |   | *           |
| Michael Holly (3)                                             |                 |   |    197,500            |   |   | *           |
| Philip A. Dur (4)                                             |                 |   |    145,000            |   |   | *           |
| Leonard M. Anthony (5)                                        |                 |   |    185,000            |   |   | *           |
| Robert G. Isaman (6)                                          |                 |   |    200,000            |   |   | *           |
| Richard F. Fitzgerald (7)                                     |                 |   |      67,500 |   |   | *           |
| All officers and directors as a group (eight individuals) (8) |                 |   | 3,250,434                            |   |   | 11.54%      |
|                                                          |  * Less than 1% |   |
| (1) | Includes 666,667 shares of common stock issuable upon the exercise of stock options granted to Mr. Shen that may be exercised within 60 days of July 28, 2016.     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Includes 166,667 shares of common stock issuable upon the exercise of stock options granted to Mr. Sammons that may be exercised within 60 days of July 28, 2016.  |

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| (3) | Includes 62,500 shares of common stock issuable upon the exercise of stock options granted to Mr. Holly that may be exercised within 60 days of July 28, 2016.                                      |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Includes 55,000 shares of common stock issuable upon the exercise of stock options granted to Mr. Dur that may be exercised within 60 days of July 28, 2016.                                        |
| (5) | Includes 165,000 shares of common stock issuable upon the exercise of stock options granted to Mr. Anthony that may be exercised within 60 days of July 28, 2016.                                   |
| (6) | Includes 50,000 shares of common stock issuable upon the exercise of stock options granted to Mr. Isaman that may be exercised within 60 days of July 28, 2016.                                     |
| (7) | In accordance with the 2006 TechPrecision Long-Term Incentive Plan, all options previously granted to Mr. Fitzgerald expired in accordance with their terms on January 23, 2016.                    |
| (8) | Includes 1,165,834 shares of common stock issuable upon the exercise of stock options granted to our directors and Named Executive Officers that may be exercised within 60 days of July 28, 2016.  |

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|               |   | Year ended March 31,                                             |     |
|--------------------|--------|------------------------------------------------------------------|----------|
|               |   |           2016 |     |   |           2015 |   |
| Audit fees         |   |                                                             | $219,426 |   |   |   | $201,135 |   |
| Audit related fees |   |                                                             | 15,000   |   |   |   |     67,549 |   |
| Tax fees           |   |                                                             | -        |   |   |   | - |   |
| Total              |   |                                                             | $234,426 |   |   |   | $268,684 |   |
| 2.1 | Assignment of Claim Agreement, dated April 17, 2015, by and between Ranor, Inc. and Citigroup Financial Products Inc. (Exhibit 2.1 to our Current Report on Form 8-K, filed with the Commission on April 23, 2015 and incorporated herein by reference).         |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1 | Certificate of Incorporation of the Registrant (Exhibit 3.1 to our registration statement on Form SB-2, filed with the Commission on August 28, 2006 and incorporated herein by reference).                                                                 |
| 3.2 | Amended and Restated By-laws of the Registrant (Exhibit 3.1 to our Current Report on Form 8-K, filed with the Commission on February 3, 2014 and incorporated herein by reference).                                                                         |
| 3.3 | Certificate of Designation for Series A Convertible Preferred Stock of the Registrant (Exhibit 3.1 to our Current Report on Form 8-K, filed with the Commission on March 3, 2006 and incorporated herein by reference).                                     |
| 3.4 | Certificate of Amendment to Certificate of Designation for Series A Convertible Preferred Stock of the Registrant (Exhibit 3.5 to our quarterly report on Form 10-Q, filed with the Commission on November 12, 2009 and incorporated herein by reference).  |

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| 4.1          | Amended and Restated Term Note in the original principal amount of $1,500,000 in the name of Revere High Yield Fund, LP, dated January 22, 2016 (Exhibit 10.2 to our Current Report on Form 8-K, filed with the Commission on January 25, 2016 and incorporated herein by reference).                          |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.2          | Amended and Restated Term Note in the original principal amount of $750,000 in the name of Revere High Yield Fund, LP, dated January 22, 2016  (Exhibit 10.3 to our Current Report on Form 8-K, filed with the Commission on January 25, 2016 and incorporated herein by reference).                      |
| 10.1†  | 2006 Long-term Incentive Plan, as restated effective November 22, 2010 (Exhibit 10.2 to our quarterly report on Form 10-Q, filed with the Commission on February 14, 2011 and incorporated herein by reference).                                                                                     |
| 10.2         | Purchase and Sale Agreement, dated December 20, 2010, between WM Realty Management, LLC and Ranor, Inc. (Exhibit 10.3 to our quarterly report on Form 10-Q, filed with the Commission on February 14, 2011 and incorporated herein by reference).                                                         |
| 10.3†  | Form of Option Award Agreement for Directors (Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on June 17, 2013 and incorporated herein by reference).                                                                                                                            |
| 10.4†  | Form of Restricted Stock Award Agreement (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on March 20, 2014 and incorporated herein by reference).                                                                                                                              |
| 10.5†  | Separation, Severance and Release Agreement, dated July 14, 2014, between TechPrecision Corporation and Robert Francis (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on July 18, 2014 and incorporated herein by reference).                                                      |
| 10.6†  | Employment Agreement, dated November 14, 2014, between TechPrecision Corporation and Alexander Shen (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on November 20, 2014 and incorporated herein by reference).                                                                |
| 10.7         | Lease Agreement, dated June 1, 2015, by and between GPX Wayne Office Properties, L.P. and TechPrecision Corporation (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on June 5, 2015 and incorporated herein by reference).                                                          |
| 10.8         | Term Loan and Security Agreement, dated December 22, 2014, by and between Revere High Yield Fund, LP and Ranor, Inc. (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on December 29, 2014 and incorporated herein by reference).                                                    |
| 10.9         | Guaranty Agreement, dated December 22, 2014, by and between TechPrecision Corporation and Revere High Yield Fund LP (Exhibit 10.4 to our Current Report on Form 8-K, filed with the Commission on December 29, 2014 and incorporated herein by reference).                                                     |
| 10.10        | Note and Other Loan Documents Modification Agreement, dated December 31, 2015, by and between Revere High Yield Fund, LP, Ranor, Inc. and TechPrecision Corporation (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on January 6, 2016 and incorporated herein by reference).       |
| 10.11        | Note and Other Loan Documents Modification Agreement No. 2, dated January 22, 2016, by and between Revere High Yield Fund, LP, Ranor, Inc. and TechPrecision Corporation (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on January 25, 2016 and incorporated herein by reference). |
| 10.12† | Employment Agreement, dated March 31, 2016, between TechPrecision Corporation and Thomas Sammons (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on April 6, 2016 and incorporated herein by reference).                                                                            |
| 10.13        | Master Loan and Security Agreement No. 4180, dated as of March 31, 2016, by and between People's Capital and Leasing Corp. and Ranor, Inc. (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on May 2, 2016 and incorporated herein by reference).                                    |

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| 10.14 | Loan Documents Modification Agreement No. 3, dated March 31, 2016, by and among Revere High Yield Fund, LP, Ranor, Inc., and TechPrecision Corporation (Exhibit 10.2 to our Current Report on Form 8-K, filed with the Commission on May 2, 2016 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                         |
|-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.15 | Intercreditor and Subordination Agreement, dated as of March 31, 2016, between and among People's Capital and Leasing Corp., Revere High Yield Fund, LP, and Ranor, Inc. (Exhibit 10.3 to our Current Report on Form 8-K, filed with the Commission on May 2, 2016 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                       |
| 10.16 | Mortgagee's Disclaimer and Consent, dated March 31, 2016, by Revere High Yield Fund, LP in favor of People's Capital and Leasing Corp. (Exhibit 10.4 to our Current Report on Form 8-K, filed with the Commission on May 2, 2016 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                         |
| 21.1* | List of Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 23.1* | Consent of Marcum LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 31.1  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 31.2  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.1# | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 101*  | The following financial information from this Annual Report on Form 10-K for the fiscal year ended March 31, 2016, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets at March 31, 2016 and 2015; (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended March 31, 2016 and 2015; (iii) the Consolidated Statements of Stockholders' Equity for the years ended March 31, 2016 and 2015; (iv) the Consolidated Statements of Cash Flows for the years ended March 31, 2016 and 2015; and (v) the Notes to the Consolidated Financial Statements. |

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|          | TECHPRECISION CORPORATION                                                                                     |
|---------------|---------------------------------------------------------------------------------------------------------------|
|          |                                                                                                          |
| July 29, 2016 |                                                                                                          |
|          |                                                                                                          |
|          | By: /s/ Thomas Sammons                                                                                        |
|          |       Thomas Sammons      Chief Financial Officer |

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| Exhibit Number | Description of Document                                                                              |
|----------------|-----------------------------------------------------------------------------------------------------------|
| 31.1           | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  |
| 31.2           | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  |

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