Your Directors have the pleasure in presenting the Seventeenth (17^th) Board’s Report on the business and operations of your Company
('PSP Projects Limited’ or 'PSP’ or 'the Company’), together with the Audited Standalone and Consolidated Financial Statements for the
financial year ended March 31, 2025.

1. Financial Highlights

The standalone and consolidated performance for the financial year ended March 31, 2025 vis-a-vis March 31, 2024 is as under:

(H in Lakhs, except per enuity share data)

Figures relating to previous year have been regrouped/ rearranged, wherever necessary to make them comparable to current
period’s figures.

2. Financial Performance Review

a) Summary of Standalone Financial Performance

b) Summary of Consolidated Financial Performance

3. Open offer details

In accordance with the provisions of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011
(“Takeover Code”), Adani Infra (India) Limited (“Acquirer”),
made an open offer to acquire upto 1,03,06,866 fully paid up
equity shares having a face value of C10 each of the Company,
representing up to 26% of the Voting Share Capital from the
Public Shareholders of the Company, at an offer price of
C642.06 per equity share (“Offer Price”) (“Open Offer”). The
said open offer remained opened from May 22, 2025 to June
4, 2025. The Settlement for open offer was completed on
June 11, 2025 and all subscribing shareholders were duly paid
against the shares tendered by them in open offer. The Adani
Infra (India) Limited (“Acquirer”), has acquired 44,86,193
equity shares pursuant to the Open Offer, representing
11.32% of the paid up equity share capital of the Company.

4. Fund raise through QIP

The Company raised H244.00 crores through Qualified
Institutions Placement (QIP) in the financial year 2024-25.
The funds raised from the Qualified Institutions Placement
(QIP) have been deployed in alignment with the objectives
outlined in our offer document and entire amount of funds
raised through Qualified Institutions Placement (QIP)
have been utilised for the purpose as mentioned in the
Placement Document.

5. Operational Performance Review

During the year under review, your company received new
work orders worth H3,506 Crores.

The major/ prestigious projects awarded during the year
includes the following:

Ý Palladium Mall & Multiplex at Surat worth C229 Cr.

Ý The Coca-Cola Project "Himalaya" at Sanand worth
C484 Cr.

Ý Biggest Residential Project in GIFT City - "Siban” worth
C270 Cr.

Ý City Side Development at Ahmedabad Airport worth
C647 Cr.

Ý Airside and landside Development works at Ahmedabad
International Airport worth C223 Cr.

Ý Adani Medicity & Research Centre worth C412 Cr.

Ý Hotel & Commercial project at Bangalore, Karnataka
worth C389 Cr.

Your Company has successfully completed 235 projects till
March 31, 2025, out of which 13 projects were completed
during the financial year 2024-25.

The major/ prestigious projects completed during the year
includes the following:

Ý Atal Medical University at Lucknow

Ý Medical College & Hospital at Auraiya, U.P

Ý Medical College & Hospital at Kanpur Dehat, U.P

Ý Medical College & Hospital at Lalitpur, U.P

Ý Medical College & Hospital at Sonbhadra, U.P

Ý Medical College & Hospital at Sultanpur, U.P

Ý Medical College & Hospital at Kushinagar, U.P

Ý NMIMS (Narsee Monjee Institute of Management
studies) Institute at Sanand, Gujarat

As of March 31, 2025, the value of work on hand stands at
H7,266 Crores, including 58 projects under execution spread
over Gujarat, Karnataka, Rajasthan, Uttar Pradesh. The
category wise and geographical wise breakup of the order
book is as under:

Cateaorv wise Break up

Geographical Break ud

6. Awards and Recognitions

During the period under review, your company was felicitated
with an award '2025 Grohe Hurun India’ - “Pioneer in
Infrastructure Development and Engineering” to PSP by
Hurun India. Your Company was also felicitated by Builders
Association of India with awards namely Business Builder

- Private Sector (Commercial) and Business Builder

- Green Visionary Award for the Project Surat Diamond
Bourse at Khajod, Surat along with Tech-Forward Builder
Award - Innovation in Construction Precast Technology
and Civic Space Creator Award - Govt. / Semi Govt.
(commercial) awards for Sports Complex at Naranpura,
Ahmedabad and INDUSTRY INNOVATOR - PRIVATE

SECTOR (INDUSTRIAL) awards for Projects Nestle Plant
at Sanand, respectively by Gujarat Nirman Sanman Awards
- 2025.

7. Quality, Environment, Health and Safety

Your Company’s continual commitment to safety, health,
environment and quality management is achieved through
implementation of an integrated management system in
accordance with ISO 9001:2015, ISO 14001:2015 and ISO
45001:2018. Your Company is conscious of its responsibility
for creating, maintaining and ensuring safe and clean
environment, reduce health and safety hazards through
application of safety-oriented technology and adopting safe
work practices for sustainable development.

8. Material changes and commitments, if any
affecting the financial position of the company
occurred between the end of financial year
to which this financial statements relate and
date of the report

There have been no material changes and commitments,
which affects the financial position of your Company, that
have occurred between the end of the financial year to which
the financial statements relate and the date of this report
except Open offer made by Adani Infra (India) Limited.

9. Dividend

With a view to conserve resources for expansion of business,
your Directors have thought it prudent not to recommend
any dividend for the financial year under review. By retaining
earnings, the company aim to strengthen its financial position
and capitalize on emerging opportunities that will benefit the
long-term interests of its shareholders.

a) Dividend Distribution Policy

The Dividend Distribution Policy, in terms of Regulation
43A of the SEBI Listing Regulations is available on your
Company’s website on https://www.pspprojects.
com/wp-content/uploads/2023/06/Dividend-
Distribution-Policy.pdf

The Statement containing the names, last known
addresses, amount of dividend to be paid to the members
and due date of transfer to the fund and the details of
Nodal Officer as per IEPF Rules are available on the
website of the company at https://www.pspprojects.
com/track-record-of-dividend/

The Shareholders are therefore encouraged to verify
their records and claim their dividends, if not claimed.

c) Transfer of unclaimed dividend to Investor
Education and Protection Fund

Members are hereby informed that under the Act, the
Company is required to transfer the dividend which
remains unpaid or unclaimed for a period of seven
consecutive years or more to the IEPF. In view of the
same, dividend of C15,028/- pertaining to FY 2016-17
which remained unpaid or unclaimed was transferred to
the IEPF Authority in the month of November, 2024.

The list of shareholders whose unclaimed /unpaid
dividend amount was transferred to IEPF Authority as
stated above along with the details of amount transferred
is available on the website of the Company at https://
www.pspprojects.com/track-record-of-dividend/

d) Transfer of shares to IEPF

Pursuant to provisions of Section 124(6) of the Act read
with Rule 6 of the IEPF Rules (as amended from time
to time), shares on which dividend has been unpaid
or unclaimed by a shareholder for a period of seven

consecutive years or more shall be credited to the
Demat Account of Investor Education and Protection
Fund Authority (IEPFA) within a period of thirty days
of such shares becoming due to be so transferred.
Upon transfer of such shares, all benefits (like dividend,
bonus, etc.), if any, accruing on such shares shall also be
credited to such Demat Account and the voting rights
on such shares shall remain frozen till the rightful owner
claims the shares. Shares which are transferred to the
Demat Account of IEPFA can be claimed back by the
shareholder from IEPFA by following the procedure
prescribed under the aforesaid rules.

During the year under review, there were no shares
which were required to be transferred to IEPF.

10. Appropriations

a) Transfer to Reserves

The Board of Directors of your company have decided
not to transfer any amount to the Reserves for the year
under review.

b) Public Deposits

During the year under review, your Company has not
accepted any deposits from public or member of the
Company under Chapter V of the Companies Act, 2013
and Companies (Acceptance of Deposits) Rules, 2014.
Thus, no amount on account of principal or interest
on deposits from public was outstanding as on March
31, 2025.

11. Credit Rating

The details of ratings assigned/reaffirmed by the CARE Ratings Limited during the year under review for your company’s Long term/
Short term bank facilities are as under:

12. Share Capital

During the Financial Year under review, the issued share
capital of the Company was increased, as mentioned below:

As on March 31, 2025, the Authorized Share Capital of
the company stood at C50,00,00,000/- representing
5,00,00,000 Equity Shares of face value of C10/- each and the
paid up share capital stood at C39,64,17,910 /- representing
3,96,41,791 Equity Shares of face value of C10/- each.

The Company issued 36,41,791 Equity Shares of C10/- each
to Qualified Institutional Investors under QIP route during the
Financial Year. Post this allotment through QIP, the paid up

13. Performance of Subsidiaries/Joint Venture

Your Company has two wholly owned subsidiaries viz. PSP
Projects & Proactive Constructions Private Limited and PSP
Foundation, and one joint venture viz. GDCL & PSP Joint
Venture as on March 31,2025. There is no associate company
that falls within the meaning of Section 2(6) of the Companies
Act, 2013. There has been no material change in the nature of
the business of the subsidiaries and Joint Venture during the
period under review.

The summary of performance of the subsidiaries and joint
venture is as under:

PSP Projects & Proactive Constructions
Private Limited

PSP Projects & Proactive Constructions Private Limited
(“PSP Proactive”) is a wholly owned subsidiary of the
company PSP Proactive has earned a total income of C5,255
Lakhs and incurred a net loss of C0.51 Lakhs during the
financial year 2024-25.

PSP Foundation

PSP Foundation was incorporated as a wholly owned
subsidiary under section 8 of the Act to promote and support
CSR activities of your company Your Company holds 100%
shares in PSP Foundation with one nominee shareholder
holding one share on behalf of the company.

GDCL & PSP Joint Venture

As on March 31, 2025, GDCL & PSP Joint Venture has
earned a total income of C18.62 Lakhs and incurred a loss of
C314.78 Lakhs.

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing the salient features of financial
statements of the Company’s subsidiaries and Joint venture
in Form No. AOC-1 is annexed with the Consolidated
Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act,
the financial statements of the Company along with relevant
documents and separate financial statements in respect of
subsidiaries, are available on the website of your Company
at https://www.pspprojects.com/financial-performance/
and are available for inspection by the members during
working hours at the Registered office of the company

As on March 31, 2025, your Company does not have any
material subsidiary pursuant to the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
Policy for determining material subsidiaries is available on
the website of the company at https://www.pspprojects.
com/wp-content/uploads/2023/06/Policy-on-Material-
Subsidiary.pdf

14. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the
Companies Act, 2013, the Annual Return as on March 31,
2025 is available on the website of the Company at https://
www.pspprojects.com/financial-performance/.

15. Committees of the Board

As required under the Act and the SEBI Listing Regulations,
your Company has constituted various statutory committees
along with other governance committees and sub¬
committees to review specific business operations and
governance matters including any specific items that the
Board may decide to delegate. As on March 31, 2025, the
Board has constituted the following committees / sub¬
committees.

Statutory Committees:

Ý Audit Committee;

Ý Nomination and Remuneration Committee;

Ý Stakeholder Relationship Committee;

Ý Corporate Social Responsibility Committee;

Ý Risk Management Committee;

Ý Independent Directors Committee (IDC)

Governance Committees:

Ý ESG Steering Committee;

Ý Fund Raising Committee; and

Ý Management Committee.

Details of terms of reference of the Committees, Committee
membership, changes and attendance of members at meetings
of the Committees are included in the Corporate Governance
Report, which forms part of this Annual Report.

16. Directors and Key Managerial Personnel
Appointments:

The Board, at its meeting held on August 2, 2024, re¬
appointed Mr. Prahaladbhai S. Patel (DIN: 00037633) as
Chairman, Managing Director and CEO and Mr. Sagar
Prahladbhai Patel (DIN: 07168126) as an Executive Director
w.e.f. July 9, 2025 and November 1, 2024 respectively and
shareholders’ approval were also granted in the 16^th AGM.

Mrs. Swati H. Mehta (DIN: 00541632) was appointed as
an Additional Non-Executive Independent Director of the
Company for a period of five years w.e.f August 2, 2024 and
regularised as Non-Executive Independent Director in the
16^th AGM.

Ms. Pooja Dhruve (Mem. No. A48396) was appointed
as a Company Secretary and Compliance Officer of the
Company and designated as Key Managerial Personnel w.e.f.
April 28, 2025.

Cessation:

Mr. Sandeep H. Shah (DIN: 00807162) ceased to be an
Independent Director of the Company due to his resignation
for professional and personal commitments from close of
business hours of August 2,2024. The Board placed on record
appreciation for his invaluable contribution and guidance.

Mr. Kenan Patel (Mem. No. F12641) resigned from the post
of Company Secretary and Compliance Officer of the
Company from close of April 27, 2025 due to personal and
professional growth.

Re-appointment of Director

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company,
Mr. Prahaladbhai S. Patel (DIN: 00037633), Chairman and
Managing Director of the company, retires by rotation at the
ensuing 17^th Annual General Meeting and being eligible offers
himself for re-appointment. The board recommends his re¬
appointment.

Key Managerial Personnel

As on date of this report, Mr. Prahaladbhai S. Patel, Chairman,
Managing Director & Chief Executive Officer, Ms. Pooja P
Patel, Whole Time Director, Mrs. Hetal Patel, Chief Financial
Officer and Ms. Pooja Dhruve, Company Secretary and
Compliance Officer are the Key Managerial Personnel of
the company.

Declaration from Independent Directors:

All the Independent Directors of your Company have
affirmed compliance to the code of conduct for Independent
Directors as prescribed in Schedule IV of the Companies Act,
2013 and Regulation 16(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and have
confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties
with an objective independent judgment and without any
external influence.

The terms and conditions of appointment of the
Independent Directors are available on the website of
the company at https://www.pspprojects.com/wp-
content/uploads/2023/06/Terms-and-Conditions-for-
Independent-Directors.pdf

None of the Directors of your Company are disqualified under
the provisions of Section 164(2)(a) and (b) of the Companies
Act, 2013.

None of the Managing Director, Whole-time Director/
Executive Director of the Company receive any remuneration
or commission from any of its subsidiaries.

17. Confirmation by directors regarding
directorship/ committee positions

Based on the disclosures received, none of the Directors
on the Board holds directorships in more than ten public
companies and more than seven listed entities, and none of
the Independent Directors served as an Independent Director
in more than seven listed entities as on March 31, 2025.
Further, no Whole-time Director served as an Independent
Director in any other listed company. Necessary disclosures
regarding Committee positions in other public companies
as on March 31, 2025, have been made by the Directors and
have been reported in the Corporate Governance Report
and forms part of the Annual Report.

18. Meetings of the Board

During the year under review, the Board met Seven times
viz. on May 24, 2024, August 02, 2024, October 21, 2024,
October 25, 2024, November 19, 2024, February 7, 2025 and
March 31, 2025. The necessary quorum was present during
all the meetings.

The intervening gap of the board meetings were within the
period as prescribed under the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. All the recommendations made by the
Audit Committee were accepted by the Board of Directors at
their respective meetings.

19. Programme for familiarisation of Directors

The policy and details of the Familiarisation Programmes held
for Independent Directors of the company are available on the
website of the company at https://www.pspprojects.com/
wp-content/uploads/2025/04/Policy-on-Familirisation-
Programme-UPDATED.pdf .

20. Vigil Mechanism / Whistle Blower

Your company has adopted a Whistle Blower Policy for
its directors and employees to report genuine concerns
and to freely communicate their concerns about the
illegal or unethical practices and/or instances of leakage
of Unpublished Price Sensitive Information as per the
provisions of Section 177(9) and (10) of the Companies Act,
2013, Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Regulation
9A of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015.

During the year under review, no instances have been
reported or investigated under the Whistle Blower / Vigil
mechanism of the company. The Audit committee of the
company reviews the functioning of this mechanism at least
once a year.

The Whistle Blower Policy of the company is available on the
website of the company at https://www.pspprojects.com/
wp-content/uploads/2023/06/Whistle-Blower-Policy.
pdf

21. Director’s Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013 ('Act’), with
respect to the Directors' Responsibility Statement, the
Board of Directors, to the best of their knowledge and ability
confirm that:

a) in the preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable accounting
standards have been followed and there is no material
departure from the same;

b) 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 of the
company for that period;

c) the directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts for
the financial year ended March 31, 2025 on a going
concern basis;

e) the directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f) 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.

22. Auditors & their Reports
a) Statutory Auditors

M/s. Kantilal Patel & Co., Chartered Accountants,
Ahmedabad (FRN: 104744W) and M/s. Prakash B.
Sheth & Co., Chartered Accountants, Ahmedabad
(FRN: 108069W) were appointed as the Joint Statutory
Auditors of your company at the 15^th Annual General
Meeting held on September 09, 2023 for a term of
five consecutive years and they hold the office till the
conclusion of ensuing 20^th Annual General Meeting.

The Joint Statutory Auditors have confirmed that their
appointment is within the limits as specified in section 141
of the Companies Act, 2013 and they are not disqualified
from continuing as Statutory Auditors of the Company
until end of their current tenure. The report of the Joint
Statutory Auditors along with Notes to Accounts forms
part of this Annual Report. The observations/remarks,
if any of the Joint Statutory Auditors of the company in

their report for the financial year ended March 31, 2025
are self-explanatory and does not require any further
explanation/comments of the Board of directors.

b) Secretarial Auditor

Pursuant to amended Regulation 24A of SEBI Listing
Regulations, the board at their meeting held on July
30, 2025 appointed M/s. Chirag Shah & Associates,
Company Secretaries in Practice, (Peer Review Number:
6543/2025), as the Secretarial Auditors of the Company
for a period of five consecutive financial years from
2025-26 to 2029-30. The appointment is subject to
shareholders’ approval at the AGM. M/s. Chirag Shah &
Associates have confirmed that they are not disqualified
to be appointed as a Secretarial Auditors and are eligible
to hold office as Secretarial Auditors of your Company.

The Secretarial Audit Report for financial year
2024-25 is annexed to this report as Annexure A. The
observations/remarks, if any of the Secretarial Auditor
in his report for the financial year ended March 31, 2025
are self-explanatory and does not require any further
explanation/comments of the Board of directors.

c) Cost Auditor

In terms of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, your Company is required
to maintain cost records and accordingly, such accounts
are being prepared and records have been maintained.
M/s. K V M & Co., Cost Accountant (FRN: 000458)
carried out the Cost Audit for the financial year 2024-25
as the Cost Auditors of the Company.

Further, as per section 148 read with Companies (Audit
and Auditors) Rules, 2014, the board of directors of the
Company have appointed of M/s. K V M & Co., Cost
Accountant (FRN: 000458) as the Cost Auditor of
your Company for the financial year 2025-26 and the
Company has received consent for their re-appointment
as the Cost Auditors of the Company to that effect.

The remuneration payable to the Cost Auditors is
required to be ratified by the members of the Company.
Accordingly, a resolution seeking members’ ratification
for the remuneration payable to the Cost Auditor forms
part of the Notice convening the ensuing 17^th Annual
General Meeting.

d) Internal Auditor

Manubhai & Shah LLP, Chartered Accountants,
Ahmedabad (LLP identity No. AAG-0878) continued
to be the Internal Auditors of the company as per the
provisions of Section 138 of the Companies Act, 2013
for conducting the internal audit of the company for the
financial year 2024-25. The Internal Audit Reports issued
by Manubhai & Shah LLP are submitted to the Audit
Committee and Board of directors on quarterly basis.

Further, as per section 138(1) read with Companies
(Accounts) Rules, 2014, the board of directors of the
Company have re-appointed of Manubhai & Shah LLP,
Chartered Accountants, Ahmedabad (LLP identity No.
AAG-0878) as the Internal Auditor of your Company for
the financial year 2025-26 and the Company has also
received consent for their re-appointment as the Internal
Auditors of the Company to that effect.

23. Corporate Social Responsibility

Your Company believes that CSR activities are not mere
charity or donations, they reflect the manner in which the
business is conducted by directly focusing on the needs of
the Society at large. Your Company as a socially responsible
entity not limiting the usage of resources to engage in
activities that increase only their profits, but rather aims to
provide a dedicated approach to community development
in the areas of water conservation, health and hygiene,
skill development, education, social advancement, gender
equality, women empowerment, and rural development,
ensuring environmental sustainability.

As per the requirements of Section 135 of the Act pertaining
to Corporate Social Responsibility (“CSR”), the Company has
duly constituted a Corporate Social Responsibility Committee
(“CSR Committee”), which comprised of Mr. Prahaladbhai
S. Patel, Chairman and Managing Director (Chairman),
Mrs. Achala M. Patel, Independent Director (Member), and
Ms. Pooja P. Patel, Whole-time Director (Member) of the
Company as on March 31, 2025. Further details regarding
CSR Committee are included in the Corporate Governance
Report which forms part of this Annual Report. Annual Report
on CSR Activities for the financial year 2024-25 is annexed as
Annexure B.

During the year under review, CSR Obligation for your
Company for 2024-25 was C405.15 and your company
has spent a total amount of C404.68 Lakhs towards its
CSR Obligation. Further, during the year under review, the
company has set off excess amount of C1.75 Lakhs, an
excess amount spent on CSR Activities during financial
year 2023-24 as per the provisions of Section 135(5) of the
Companies Act, 2013 read with Rule 7(3) of the Companies
(Corporate Social responsibility) Rules, 2014 as amended
from time to time. There was no any unspent amount during
the financial year 2024-25.

The CSR Policy is available on the website of your
company at https://www.pspprojects.com/wp-content/
uploads/2023/06/CSR-Policy.pdf

24. Secretarial Standards

During the year under review, your company has complied
with all the applicable mandatory Secretarial Standards
issued by the Institute of Company Secretaries of India and
approved by the Central Government as per Section 118 (10)
of the Companies Act, 2013.

25. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the
year under review as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
is presented in a separate section, which forms part of this
Annual Report.

26. Corporate Governance Report

The Corporate Governance Report for the year under
review as stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, together with
the Certificate from the Practicing Company Secretaries
regarding compliance of conditions of Corporate
Governance is presented under a separate section, which
forms part of this Annual Report.

27. Business Responsibility and Sustainability
Report

A Business Responsibility and Sustainability Report as
stipulated under Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
as amended from time to time, that covers our ESG vision,
policy, agenda and progress against elements of each of the
nine principles under the National Guidelines on Responsible
Business Conduct is presented under a separate section,
which forms part of this Annual Report.

28. Nomination and Remuneration Policy

The Nomination and Remuneration policy for the Directors,
Key Managerial Personnel and Senior Management
Personnel as per Section 178(3) of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time is available
on the website of the Company at https://www.pspprojects.
com/wp-content/uploads/2023/06/Nomination-and-
Remuneration-Policy.pdf

The board of directors of the Company affirm that the
remuneration paid to the Executive Directors of your
company is as per the Nomination and Remuneration policy
adopted by your company.

29. Performance Evaluation

In accordance with the requirements of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Annual Performance
Evaluation was conducted for all Board Members as well
as the working of the Board and its Committees through
structured questionnaires.

The exercise was carried out based on the criteria prescribed
by the Nomination and Remuneration committee and in
accordance with the guidance notes issued by SEBI on
Annual Performance Evaluation of board, committees and
directors through questionnaire designed with qualitative
parameters and feedback based on ratings.

In a separate meeting of independent directors, performance
of non-independent directors, the board as a whole and
Chairperson of the Company was evaluated, taking
into account the views of executive directors and non¬
executive directors, while the performance evaluation of the
Independent Directors was carried out by the entire Board.

The Directors expressed their overall satisfaction on the
evaluation process and that the board, the committees and
the directors are functioning well.

30. Particulars of Loans, Guarantees or
Investments

Details of the loans, guarantees, investments and securities
covered under Section 186 of the Companies Act, 2013 for
the financial year under review are given in the notes to the
financial statements forming part of this Annual Report.

31. Particulars of contracts or arrangements with
Related parties

Your Company has formulated a policy on materiality of
related party transactions which is available on the website
of the company at https://www.pspprojects.com/wp-
content/uploads/2025/02/Policy-on-Materiality-of-
RPT_07.02.2025.pdf

All Related Party Transactions and subsequent material
modifications are placed before the Audit Committee for its
review and approval. Prior omnibus approval is obtained for
Related Party Transactions on annual basis for transactions
which are of repetitive nature and/or entered in the ordinary
course of business and are at arm’s length. All related party
transactions are placed before the Audit Committee for its
review and confirmation on a quarterly basis.

All Related Party Transactions entered during the year were
in ordinary course of the business and at arm’s length basis
and there were no material Related Party Transactions
entered by your company during the year under review.
Accordingly the disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Companies Act, 2013,
in Form AOC-2 is not applicable.

Disclosures on related party transactions as per Indian
Accounting Standards on 'Related Party Disclosures’ are set
out in Notes to the financial statements, which forms part of
this Annual Report.

32. Risk Management and Internal control system
and their adequacy

The Board of Directors have adopted a framework of risk
management to identify risks inherent in business operations
of the company and provides guidelines to identify,
assessment, evaluation, treatment, escalation and review
the risks.

Your company has a Risk Management Committee to assist
the board in monitoring and reviewing of the risk management
plan and charter of the Company.

The board reviews significant risks and decisions that
could have a material impact on the company, which inter
alia includes management of Economic and Political Risk,
Financial Risk, Technology Risk, Foreign Exchange Risk,
Cyber Security Risk, Operational Risk, Sustainability Risk,
Competition Risk, Legal/Regulatory Risk, Workforce health
and safety Risk and other internal and external business risks.

Major risks identified by the company and its mitigating
factors have been covered in the Management Discussion
and Analysis Report, which forms part of this Annual report.

The Board of Directors of your Company has laid down
internal financial controls being followed by the Company
and that such internal financial controls are adequate and
operating effectively. Your Company has adopted policies
and procedures for ensuring the orderly and efficient conduct
of its business, business continuity, 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.

Pursuant to Regulation 17 (8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the CEO
and CFO has provided certification regarding the adequacy
of the Internal control systems and procedures. The Audit
committee inter alia, is assigned with the task of reviewing the
adequacy of and effectiveness of the internal audit function.

There were no material or serious observations received
from the Auditors of the Company regarding inadequacy
or ineffectiveness of such controls during the period under
review. Further details in respect of internal control system
and their adequacy are included in the Management
Discussion and Analysis Report, which forms part of this
Annual report.

33. Policy on prevention of sexual harassment
at workplace

Your company has in place a Policy for prevention of Sexual
Harassment at the Workplace in line with the requirements
of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress
complaints regarding sexual harassment comprising of one
women Presiding Officer and three employees including
one external women member. All employees (permanent,
temporary, trainees) are covered under this policy.

During the year under review, the Internal Complaints
Committee (ICC) has not received any complaints about
sexual harassment in the company.

To build awareness in this area, the Company has been
conducting detailed orientation to new employees on Policy
for prevention of Sexual Harassment at the Workplace
adopted by the Company

34. Reporting of frauds

During the year under review, the Auditors of the Company
have not reported any fraud as specified under the second
proviso of Section 143 (12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) and hence, there is nothing
to report by the Board of Directors under Section 134 (3) (ca)
of the Companies Act, 2013.

35. Particulars of employees

The Company had 1948 employees on a standalone basis
as at March 31, 2025. The information as required under
Section 197(12) read with Rule 5(1) and 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time is annexed to this
report as Annexure C.

36. Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings
and Outgo

The Particulars of Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as
required under Section 134(3)(m) read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed to this report
as Annexure D.

37. Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the processes,
technology controls are being enhanced in-line with the
threat scenarios. Your Company’s technology environment
is enabled with real time security monitoring with requisite
controls at various layers starting from end user machines to
network, application and the data.

During the year under review, your Company did not face any
incidents or breaches or loss of data breach in Cyber Security

38. Other Disclosures

During the year under review:

Ý There has been no change in the nature of business of
the company.

Ý no significant and material orders were passed by the
regulators or courts or tribunals impacting the going
concern status of the Company and or its operations
in future;

Ý no proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of one-time settlement with any Bank or
Financial Institution.

Ý Your Company is compliant with the statutory provisions
of the Maternity Benefit Act, 1961.

39. Caution Statement

The statements in the Directors’ Report and the Management
Discussion and Analysis Report describing the Company’s
objectives, expectations or predictions may be forward¬
looking within the meaning of applicable securities laws
and regulations. Actual results may differ materially from
those expressed in the statement. Crucial factors that
could influence the Company’s operations include supply
conditions affecting selling prices, new capacity additions,
availability of critical materials and their cost, changes in
government policies and tax laws, economic development of
the country and other factors that are material to the business
operations of the Company.

40. Appreciations and Acknowledgements

Your Directors takes this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/
associates, financial institutions, government, regulatory
authorities and other stakeholders for their consistent
support and encouragement to the Company

Your Directors places on record their deep appreciation
to employees and labours at all levels for their hard work,
dedication, cooperation and commitment during the year.

And to you, our shareholders, we are deeply grateful for the
confidence and faith that you have always reposed in us.

For & on behalf of the Board of Directors

Prahaladbhai S. Patel

Chairman, Managing Director & CEO
(DIN: 00037633)
Date: July 30, 2025
Place: Ahmedabad