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PSP Projects Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors have the pleasure in presenting the Sixteenth (16^th) Boardâs Report on the business and operations of your Company (âPSP Projects Limitedâ or âPSPâ or âthe Companyâ), together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

1. Financial Highlights

The standalone and consolidated performance for the financial year ended March 31, 2024 vis-a-vis March 31, 2023 is as under:

Financial Highlights:

Particulars	Standalone Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	2,46,249.80	1,92,664.91	2,50,578.85	1,93,780.60
Other income (net)	2,426.48	2,709.56	2,421.67	2,500.09
Total Income (A)	2,48,676.28	1,95,374.47	2,53,000.52	1,96,280.69
Cost of Construction Material Consumed	93,560.14	59,941.76	95,885.04	60,277.45
Changes in Inventories of Finished Goods and Work-In-Progress	(16,917.83)	(2,207.15)	(16,925.03)	(2,126.15)
Construction Expenses	1,26,677.43	1,00,470.38	1,28,804.77	1,00,932.68
Employee Benefits Expense	12,505.08	9,345.15	12,505.08	9,345.15
Finance Costs	5,082.32	3,195.94	5,082.44	3,195.97
Depreciation and amortization expense	6,486.80	4,000.52	6,486.80	4,000.52
Other Expenses	4,261.14	2,613.56	4,215.47	2,345.09
Total Expenses (B)	2,31,655.08	1,77,360.16	2,36,054.57	1,77,970.71
Profit/ (Loss) Before tax (PBT) (A-B) = (C)	17,021.20	18,014.31	16,945.95	18,309.98
Exceptional Gain/ (Loss) (Net of tax) (D)	0.00	0.00	0.00	0.00
Profit/ (Loss) Before tax and after Exceptional item (C-D)	17,021.20	18,014.31	16,945.95	18,309.98
Less: Total Tax Expense	4,631.29	4,712.49	4,600.15	4,845.86
Net Profit After Tax (PAT) before share in profit/ (loss) of joint venture	12,389.91	13,301.82	12,385.80	13,464.12
Share of Profit/(Loss) from JV	-	-	(48.53)	(270.00)
Other Comprehensive Income	(9.53)	9.20	(9.53)	9.20
Total Comprehensive Income	12,380.38	13,311.02	12,287.74	13,203.32
Paid up Equity share capital -Face value ^ 10/- each	3600.00	3,600.00	3600.00	3,600.00
Other Equity excluding Revaluation Reserves	87,862.92	76,382.54	87,886.99	76,499.25
Earnings per share (^10/- each)
a) Basic	34.42	36.95	34.16	36.65
b) Diluted	34.42	36.95	34.16	36.65

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

2. Financial Performance Review

a) Summary of Standalone Financial Performance

Particulars	2023-24	2022-23	YOY growth (%)
Revenue from operations	2,46,249.80	1,92,664.91	28%
Total Operating Expenses	2,20,085.96	1,70,163.70	29%
EBITDA	26,163.84	22,501.21	16%
EBITDA Margin (%)	10.62%	11.68%	-
Profit Before Tax and after Exceptional Item	17,021.20	18,014.31	(6%)
Profit After Tax	12,380.38	13,311.02	(7%)
PAT Margin (%)	4.98%	6.81%	-

b) Summary of Consolidated Financial Performance

Particulars	2023-24	2022-23	YOY growth (%)
Revenue from operations	2,50,578.85	1,93,780.60	29%
Total Operating Expenses	2,24,485.33	1,70,774.22	31%
EBITDA	26,093.52	23,006.38	13%
EBITDA Margin (%)	10.41%	11.87%	-
Profit Before Tax	16,945.95	18,309.98	(7%)
Profit After Tax	12,297.27	13,194.12	(6.80%)
PAT Margin (%)	4.91%	6.81%	-

3. Fund raise through QIP

In a first-ever equity raise since listing in 2017, the Company raised ^244.00 crores by an issue of equity shares through a Qualified Institutions Placement (QIP) in April, 2024. The proceeds from the QIP have been earmarked for repayment/ pre-payment of the borrowings of the Company and other general corporate purposes. The QIP proceeds have bolstered an already strong capital structure even further, significantly enhanced the Companyâs financial flexibility, and accelerated the Companyâs ambitious growth plans. Entire amount of funds raised through QIP have been utilised for the purpose as mentioned in the Placement Document as on the date of this report.

4. Operational Performance Review

During the year under review, your company received new work orders worth ^3,498 Crores.

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

> Development of Dharoi Dam region as a World Class Sustainable Tourist/Pilgrimage Destination (Package - 1 & 2) at Dharoi, Gujarat worth ^ 674 Crores.

> Construction of Gati Shakti Vidhyalaya at Vadodara, Gujarat worth ^ 631 Crores.

> Development of Sabarmati Riverfront worth ^399 Crores in Ahmedabad, Gujarat.

> Construction of Fintech Building for Gujrat International Finance Tec-City Company Limited at GIFT City, Gandhinagar worth ^ 333 Crores.

> Construction and Maintenance of Human and Biological Gallery at Science City, Ahmedabad, Gujarat worth ^ 268.11 Crores.

> Construction of Commercial Building ORYX at GIFT City, Gandhinagar, Gujarat worth ^ 118.13 Crores.

> Construction and Maintenance of Main Building of GBRC for Gujarat Biotechnology Research Centre (GBRC) at GIFT City Gandhinagar, Gujarat worth ^101.67 Crores.

Your company has successfully completed 222

projects till March 31, 2024, out of which 17 projects

were completed during the financial year 2023-24.

The major/ prestigious projects completed during

the year includes the following:

> Money Plant high street, Ahmedabad;

> Adani Amoga Residential Project, Ahmedabad;

> Reliance Corporate House, Ahmedabad;

> Construction of Adani International school, Ahmedabad;

> Construction of Precast Factory Shed & Precast Corporate House, Gandhinagar;

> Surat Smart City Development Command Center;

> Precast warehouses at 4 different locations in Gujarat.

As of March 31, 2024, the value of work on hand stands at T6,049 Crores, including 56 projects under execution spread over Gujarat and Uttar Pradesh. The category wise and geographical wise breakup of the order book is as under:

Category wise Break ud

Category	% of order book
Government	51%
Institutional	30%
Residential	10%
Industrial	9%

Geographical Break ud

Category	% of order book
Gujarat	87%
Uttar Pradesh	13%

5. Awards and Recognitions

During the period under review, your company was felicitated with an award âFastest Growing Construction Company in Indiaâ (below 2000 Cr. Turnover category) for the fifth consecutive year at the 21^st Construction World Global Awards, 2023. Your company was also felicitated with the âContractor of the yearâ award for 500 Crore or above projects category as well as âExcellence in Construction Sectorâ award for the project âDevelopment of Shri Kashi Vishwanath Dhamâ by the Gujarat Contractors Association Awards & Vibrant Summit, 2023.

6. Quality, Environment, Health and Safety

Your companyâs 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.

7. 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 raising of funds through Qualified institutional Placement and the development with regard to litigations, the details of which are given below:

a) The Company had filed CD Arbitration Petition No. 89 of 2021 under section 11 of the Arbitration and Conciliation Act, 1996, against Bhiwandi and Nizampur City Municipal Corporation (âBNMCâ), the Honâble High Court of judicature at Bombay has formed the Arbitral Tribunal and both the parties have submitted the Statement of claims/Counter claims to the Arbitral Tribunal. While the arbitration process is ongoing, a final decision or award from the Tribunal is awaited. The Company is confident that it has good grounds to successfully defend any claims that may arise.

b) The Company had filed the Arbitration Petition No. 8 of 2023 under section 11 of the Arbitration and Conciliation Act, 1996, in the Commercial Division bench of High Court of Judicature at Bombay against Pandharpur Municipal Corporation, wherein the respondent has not paid the outstanding dues of T 16.89 Crores in spite of several reminders and notices. In this matter, the Arbitrator Tribunal has been formed and the Company has filed its Statements of Claims. Pandharpur Municipal Corporation is yet to file its Statement of Defence and Counter Claims. While the arbitration process is ongoing, a final decision or award from the Tribunal is awaited. The Company is confident that it has good grounds to successfully defend any claims that may arise.

c) In the matter of legal disputes between the company and Surat Diamond Bourse (âSDBâ), an out-of-court settlement has been reached between Company and SDB on the basis constructive dialogue, discussion and negotiations, effectively resolving all disputes between the parties. Under the Settlement,

SDB has approved additional work done and claims to the extent of ^170 crores over and above ^1,790 crores already certified by them. As per the settlement agreement with SDB, the Company has recorded cumulative revenue of ^1,960 crores in the accounts till June 30, 2024.

8. 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) Unpaid/Unclaimed Dividend

The details of total amount lying in the Unpaid Dividend Account of the company as on March 31, 2024 are as under:

Dividend for the Financial Year	Date of Declaration of Dividend	Amount of Unpaid/ Unclaimed Dividend (Amount in	Corresponding No. of Shares which are liable to transferred to EPF	Due date of Transfer to IEPF
2022-23	September 9, 2023	6,36,538.50	2,82,401	October 10, 2030
2021-22	September 27, 2022	44,044.00	8,906	October 28, 2029
2020-21	September 18, 2021	31,362.00	8,206	October 19, 2028
2019-20	September 18, 2020	66,060.00	13,212	October 19, 2027
2018-19	September 18, 2019	46,815.00	9,363	October 19, 2026
2017-18	September 27, 2018	56,440.00	11,288	October 28, 2025
2016-17	September 27, 2017	15,027.50	6,011	October 28,2024

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.

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

In accordance with provisions of sub-section (5) and (6) of section 124 of the Companies Act, 2013 (âthe Actâ), any money transferred to the Unpaid Dividend Account of a company and all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company to Investor Education and Protection Fund (âIEPFâ) along with a statement containing such details as may be prescribed. Since the statutory period of seven years has yet not been completed for transfer of unclaimed and unpaid dividend, the provision of Section 125 of the Act are not applicable to your company and hence the details required under that Section have not been provided.

9. 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, 2024.

10. Credit Rating

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

Facilities	Amount (^ in Lakhs)	Rating	Rating Action
Long-term Bank Facilities	20,800.00	CARE A	Reaffirmed
Long Term / Short Term Bank Facilities	1,30,000.00	CARE A	Reaffirmed
Short Term Bank Facilities	4,200.00	CARE A1	Reaffirmed
Total Facilities	1,55,000.00 [Rupees One Lakh	Fifty Five Thousand Lakhs Only]

11. Share Capital

There was no change in the share capital structure of your company during the year under review.

As on March 31, 2024, the Authorized Share Capital of the company stood at T 50,00,00,000/-representing 5,00,00,000 Equity Shares of face value of T10/- each and the paid up share capital stood at T 36,00,00,000/- representing 3,60,00,000 Equity Shares of face value of T10/- each.

The Company issued 36,41,791 Equity Shares of T10/- each to Qualified Institutional Investors under QIP route after the closure of the Financial Year but before the date of this Report. Hence the paid up share Capital of the Company as on the date of this Report stands at T39,64,17,910 representing 3,96,41,791 Equity Shares of face value of T10/-each.

As on March 31, 2024, 100% of your Company''s total paid up capital were in dematerialized form.

During the year under review, your company has not issued any shares with differential voting rights or any sweat shares or any shares under Employees Stock Option scheme and hence no information for the same has been furnished.

12. 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, 2024. 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 (âPSP Proactiveâ) is a wholly owned

subsidiary of the company. PSP Proactive has earned a total income of T5,127.45 Lakhs and incurred a net loss of of T92.64 Lakhs during the financial year 2023-24.

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, 2024, GDCL & PSP Joint Venture has earned a total income of T28.47 Lakhs and incurred a loss of T99.03 Lakhs.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companyâs 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, 2024, 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

13. 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, 2024 is available on the website

of the company at https://www.pspprojects.com/ financial-performance/

14. Committees of the Board

Your companyâs Board of Directors have constituted the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee;

f) ESG Steering Committee;

g) Fund Raising Committee; and

h) 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.

15. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Mr. Sagar P. Patel (DIN:07168126), Executive Director of the company, retires by rotation at the ensuing 16^th Annual General Meeting and being eligible offers himself for re-appointment. The board recommends his re-appointment.

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 P. Patel (DIN: 07168126) as Executive Director w.e.f. July 9, 2025 and November 1, 2024 respectively subject to approval of shareholders in the ensuing 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. It is proposed to appoint her as an Independent Director in the ensuing AGM.

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

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.

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 Mr. Kenan Patel, Company Secretary and Compliance Officer are the Key Managerial Personnel of the company. During the year under review, there were no changes to the Key Managerial Personnel of the Company.

16. 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, 2024. 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, 2024, have been made by the Directors and have been reported in the Corporate Governance Report and forms part of the Annual Report.

17. Meetings of the Board

During the year under review, the Board met four times viz. on May 18, 2023, August 2, 2024, November 2, 2023, and February 9, 2024. 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.

18. 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/2024/05/Policy-on-Familirisation-Programme-UPDATED.pdf .

19. 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 atleast 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

20. Directorâs Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 (âActâ), 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, 2024, 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, 2024 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.

21. 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^thAnnual General Meeting held on September 9, 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. There are no qualifications, reservations or adverse remarks made by Joint Statutory Auditors of the company in their report for the financial year ended March 31, 2024.

b) Secretarial Auditor

The Board of Directors of the Company, at their meeting held on August 2, 2024, appointed M/s. Chirag Shah & Associates (COP: 3498), Practicing Company Secretaries, Ahmedabad as Secretarial Auditors of the Company for the financial year 202425. The Secretarial Audit Report for financial year 2023-24 is annexed to this report as Annexure A.

The observations/remarks, if any of the Secretarial Auditor in his report are self-explanatory and do not call any further explanation/comments of the Board of directors.

Further, the subsidiaries of the Company are not material unlisted subsidiaries. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015 as amended from time to time, do not apply to such subsidiaries.

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 2023-24 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 2024-25 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 membersâ ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing 16^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 2023-24. 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 2024-25 and

the Company has also received consent for their re-appointment as the Internal Auditors of the Company to that effect.

22.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 (âCSRâ), the Company has duly constituted a Corporate Social Responsibility Committee (âCSR Committeeâ), which comprised of Mr. Sandeep H. Shah, Independent Director (Chairman), Mr. Prahaladbhai S. Patel, Chairman and Managing Director (Member) and Ms. Pooja P. Patel, Wholetime Director (Member) of the company as on March 31, 2024. 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 2023-24 is annexed as Annexure B.

During the year under review, your company has utilised a total amount of ^356.84 Lakhs towards its CSR Obligation as on March 31, 2024. Further, during the year under review, the company has spent excess amount of ^1.75 Lakhs, (after adjusting the excess amount of ^ 37,587/- spent during the previous year 2022-23) which will be available for set-off in succeeding three financial years 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.

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

23.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.

24. 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.

25. 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.

26. Business Responsibility andSustainability 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.

27. 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.

28. 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.

29. 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.

30. 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/2023/06/Policy-on-Materiality-of-RPT. 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 armâs 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 armâs 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 âRelated Party Disclosuresâ are set out in Notes to the financial statements, which forms part of this Annual Report.

31. 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.

32. 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.

33. 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.

34. Particulars of employees

The Company had 1969 employees on a standalone basis as at March 31, 2024. 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.

35. 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.

36.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 Companyâs 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.

37.Other Disclosures

During the year under review:

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

> 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;

> 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.

38.Caution Statement

The statements in the Directorsâ Report and the Management Discussion and Analysis Report describing the Companyâs 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 Companyâs 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.

39. 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: August 2, 2024 Place: Ahmedabad

Mar 31, 2023

The Directors have the pleasure in presenting the Fifteenth (15^th) Boardâs Report on the business and operations of your Company (âPSP Projects Limitedâ or âPSP Projectsâ or âthe Companyâ), together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

1. Financial Highlights

The standalone and consolidated performance for the financial year ended March 31, 2023 vis-a-vis March 31, 2022 is as under:

(Rs. in Lakhs, except per equity share data)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations	1,92,664.91	1,74,875.88	1,93,780.60	1,74,806.33
Other income (net)	2,709.56	2,125.54	2,500.09	2,171.64
Total Income (A)	1,95,374.47	1,77,001.42	1,96,280.69	1,76,977.97
Cost of Construction Material Consumed	59,941.76	49,538.50	60,277.45	49,539.08
Changes in Inventories of Finished Goods and Work-In-Progress	(2,207.15)	457.72	(2,126.15)	358.67
Construction Expenses	1,00,470.38	89,132.40	1,00,915.38	89,161.31
Employee Benefits Expenses	9,345.15	7,233.92	9,345.15	7,233.92
Finance Costs	3,195.94	2,639.62	3,195.97	2,648.89
Depreciation and amortization expense	4,000.52	3,205.28	4,000.52	3,205.28
Other Expenses	2,613.56	2,862.63	2,362.39	2,669.44
Total Expenses (B)	1,77,360.16	1,55,070.07	1,77,970.71	1,54,816.59
Profit/ (Loss) Before tax (PBT) (A-B) = (C)	18,014.31	21,931.35	18,309.98	22,161.38
Exceptional Gain/ (Loss) (Net of tax) (D)	0.00	0.00	0.00	0.00
Profit/ (Loss) Before tax and after Exceptional item (C-D)	18,014.31	21,931.35	18,309.98	22,161.38
Less: Total Tax Expense	4,712.49	5,690.93	4,845.86	5,533.91
Net Profit After Tax (PAT) before share in profit/ (loss) of joint venture	13,301.82	16,240.42	13,464.12	16,627.47
Share of Profit/(Loss) from JV	-	-	(270.00)	37.76
Other Comprehensive Income	9.20	(128.18)	9.20	(119.25)
Total Comprehensive Income	13,311.02	16,112.24	13,203.32	16,545.98
Paid up Equity share capital -Face value T 10/-each	3,600.00	3,600.00	3,600.00	3,600.00
Other Equity excluding Revaluation Reserves	76,382.54	64,871.52	76,499.25	65,095.93
Earnings per share (T10/- each)
a) Basic	36.95	45.11	36.65	46.29
b) Diluted	36.95	45.11	36.65	46.29

2. Financial Performance Review

a) Summary of Standalone Financial Performance

(Tin Lakhs)
Particulars	2022-23	2021-22	YOY growth (%)
Revenue from operations	1,92,664.91	1,74,875.88	10%
Total Operating Expenses	1,70,163.70	1,49,225.17	14%
EBITDA	22,501.21	25,650.71	(12%)
EBITDA Margin (%)	11.68%	14.67%	-
Profit Before Tax and after Exceptional Item	18,014.31	21,931.35	(18%)
Profit After Tax	13,311.02	16,112.24	(17%)
PAT Margin (%)	6.81%	9.10%	-

b) Summary of Consolidated Financial Performance
			(Tin Lakhs)
Particulars	2022-23	2021-22	YOY growth (%)
Revenue from operations	1,93,780.60	1,74,806.33	11%
Total Operating Expenses	1,70,774.22	1,48,962.42	15%
EBITDA	23,006.38	25,843.91	(11%)
EBITDA Margin (%)	11.87%	14.78%	-
Profit Before Tax	18,309.98	22,161.38	(17%)
Profit After Tax	13,203.32	16,545.98	(20%)
PAT Margin (%)	6.73%	9.35%	_-

Overall, the standalone financials are nearly similar to the consolidated financials as the impact of consolidation of subsidiaries financials with standalone financials is insignificant.

3. Operational Performance Review

During the year under review, your company received new work orders worth T3,421 Crores.

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

â¢ Construction of State of Art high rise office building for Surat Municipal Corporation at Surat, Gujarat worth T1,344 Crores.

â¢ Construction of 3 high rise Residential Buildings at Ahmedabad and Gandhinagar worth T470 Crores.

â¢ Construction of Phase II and III of Noodle Factory worth T314 Crores.

â¢ Construction of ACC and Adani Power House worth T290 Crores.

â¢ Manufacturing of Precast Concrete Cable Ducts for Larsen & Toubro Limited for the Bullet Train Project worth T143.24 Crores.

â¢ Construction work for T1 & T2 Terminals at Sardar Vallabhbhai Patel Airport at Ahmedabad worth T128 Crores.

â¢ Construction of Industrial Plant for Torrent Pharmaceutical Limited at Ahmedabad, Gujarat worth T99 Crores.

â¢ Construction and Maintenance of Archaeological Experiential Museum at Vadnagar, Gujarat worth T97 Crores.

Your company has successfully completed 205 projects till March 31, 2023, out of which 22 projects were completed during the financial year 2022-23.

The Major projects completed during the year includes Surat Diamond Bourse Project at Surat, Development and Beautification of Shri Kashi Vishwnath Temple at Varanasi, Reliance Rehab and Rescue Centre Project at Jamnagar, Construction of Palladium Mall at Ahmedabad.

As on March 31, 2023, the value of work on hand stands at T5,052 Crores, including 47 projects under

execution spread over Gujarat and Uttar Pradesh. The category wise and geographical wise breakup of the order book is as under:

Category wise Break up
Category	% of order book
Institutional	21%
Government	56%
Industrial	11%
Residential	12%
Geographical Break up
Category	% of order book
Gujarat	74%
Uttar Pradesh	26%

4. Awards and Recognitions

During the period under review, your company was felicitated with an award âFastest Growing Construction Companyâ in Small Category in India for the fourth consecutive year accompanied by the âIndiaâs Top Challengers Awardâ at the 20^thConstruction World Global Awards, 2022. Your company was also felicitated with the âNational Safety Awardâ in the National Safety Council of India Safety Awards - 2022 for its projects Adani Aster & Amogha and Adani Estate. The project âStudent Activity Centreâ at Ahmedabad University was felicitated with the âInstitutional Project of the yearâ award at the 14^th Realty Plus Conclave & Excellence Awards 2022, Gujaratâ

5. Quality, Environment, Health and Safety

Your companyâs 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.

6. 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. The details of status of court cases is given below:

In Miscellaneous Civil Application No. 239 of 2021, the Company claimed an order of Injunction under Section 9 of the Arbitration and Conciliation Act, 1996 to prevent encashing and invoking of the Bank Guarantee of T673 Lakhs issued for our housing project under PMAY at Bhiwandi, Maharashtra in the proceeding before the Honâble District Court of Thane. The Honâble District Court by its order dated March 25, 2022, rejected our claim by its order dated March 25, 2022. The Company had challenged the aforesaid order and filed Commercial Arbitration Appeal No. (L) 8341 of 2022 seeking interim measures under Section 9 of the Arbitration and Conciliation Act, 1996 and the matter is res-subjudice.

In the CD Arbitration Petition No. 89 of 2021 against Bhiwandi and Nizampur City Municipal Corporation (âBNMCâ), Honâble High Court of judicature at Bombay pronounced its judgement on January 27, 2023, wherein it had directed to constitute an Arbitral Tribunal of 3 (three) members. Accordingly, the Arbitral Tribunal has been constituted and the company has submitted Statement of claims/Counter claims have been submitted with the Arbitral Tribunal. The matter is res-subjudice.

The Company has filed the Arbitration Petition No. 8 of 2023 in the Commercial Division bench of High Court of Judicature at Bombay against Pandharpur Municipal Corporation, wherein the respondent has not paid the outstanding dues of H16.89 Crores in spite of several reminders and notices. In this matter, the company has prayed the Honâble High Court to appoint Arbitrator(s) to resolve the disputes and differences between the parties. The matter is res-subjudice.

7. Dividend

Your directors are pleased to recommend a dividend of T2.50 (25%) per equity share of face value of T10/-each for the financial year ended March 31, 2023 payable to those shareholders whose names appear in Register of Members as on book closure/record date.

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to notes to the Notice of Annual General Meeting.

The dividend pay-out is in accordance with the Companyâs Dividend Distribution Policy, which is available on the website of the company at https:// www.pspprojects.com/wp-content/uploaris/2023/06/ Dividend-Dist.ribution-Policy.pdf

a) Unpaid/Unclaimed Dividend

The details of total amount lying in the Unpaid Dividend Account of the company as on March 31, 2023 are as under:

Dividend for the Financial Year	Amount of Unpaid/ Unclaimed Dividend as on	Amount of Unpaid/ Unclaimed Dividend ( in T in Lakhs)
2021-22	March 31, 2023	3.59
2020-21	March 31, 2023	0.31
2019-20	March 31, 2023	0.66
2018-19	March 31, 2023	0.47
2017-18	March 31, 2023	0.57
2016-17	March 31, 2023	0.15

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

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

8. 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, 2023.

9. Credit Rating

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

Facilities	Amount (^ in Lakhs)	Rating	Rating Action
Long-term Bank Facilities	30,000.00	CARE A ; Stable	Reaffirmed
Long Term / Short Term Bank Facilities	105,500.00	CARE A ; Stable / CARE A1	Reaffirmed
Short Term Bank Facilities	4,200.00	CARE A1	Reaffirmed
Total Facilities	1,39,700.00 [Rupees One Lakh Thirty Nine Thousand Seven Hundred Lakhs Only]

10. Share Capital

There was no change in the share capital structure of your company during the year under review.

As on March 31, 2023, the Authorized Share Capital of the company stood at ^ 50,00,00,000/- representing 5,00,00,000 Equity Shares of face value of ^10/- each and the paid up share capital stood at ^36,00,00,000/-representing 3,60,00,000 Equity Shares of face value of ^10/- each.

As on March 31, 2023, 100% of your Company''s total paid up capital representing 3,60,00,000 shares were in dematerialized form.

11. 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, 2023. 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.

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 (âPSP Proactiveâ) is a wholly owned subsidiary of the company. PSP Proactive has earned a total income of ^1,433.79 Lakhs and incurred total expenses of ^1,208.12 Lakhs and hence generated Profit after Tax of ^92.30 Lakhs during the financial year 2022-23.

PSP Foundation

GDCL & PSP Joint Venture

As on March 31, 2023, GDCL & PSP Joint Venture has earned a total income of ^36.92 Lakhs and incurred a loss of ^551.03 Lakhs.

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, 2023, your Company does not have any material subsidiary pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ). The Policy for determining material subsidiaries is available on the website of the company at https:// www.pspprojects.com/wp-content/uploaris/2023/06/ Policy-on-Material-Subsiriiary.prif

12. 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, 2023 is available on the website of the

company at https://wwwpspprojects.com/financial-performance/.

13. Committees of the Board

Your companyâs Board of Directors have constituted the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee;

f) ESG Steering Committee;

g) Fund Raising Committee; and

h) Management Committee.

14. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Ms. Pooja P. Patel (DIN: 07168083), Whole Time Director of the company, retires by rotation at the ensuing 15^th Annual General Meeting and being eligible offers herself for re-appointment. The board recommends her re-appointment.

Mrs. Achala M. Patel (DIN: 00914990), who was appointed as an Additional Non-Executive Independent Director of the Company for a period of five years w.e.f July 14, 2022 was appointed as an Independent Director of the Company by the shareholders in their 14^th Annual General Meeting held on September 27, 2022.

During the year under review, Mrs. Zarana P. Patel (DIN: 08580937) ceased to be an Independent Director of the Company w.e.f. June 23, 2022 due to her sad and untimely demise. The Board places its deepest condolences to her family and takes on record appreciation for her invaluable contribution and guidance during her tenure.

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.

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 Mr. Kenan Patel, Company Secretary and Compliance Officer are the Key Managerial Personnels of the company. During the year under review, there were no changes to the Key Managerial Personnels of the Company.

15. Meetings of the Board

During the year under review, the Board met four times viz. on May 27, 2022, August 09, 2022, October 18, 2022, and January 18, 2023. 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.

16. Programme for familiarisation of Directors

The policy and details of the Familiarisation Programme imparted to the Independent Directors of the company are available on the website of the company at https://www.pspprojects.com/ wp-content/uploads/2023/06/Familirisation-Programme-for-Independent-Directors.pdf .

17. Vigil Mechanism / Whistle Blower

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 atleast 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

18. Directorâs Responsibility Statement

Pursuant to the requirement under clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 (âActâ), 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, 2023, 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;

d) the directors have prepared the annual accounts for the financial year ended March 31, 2023 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.

19. Auditors & their Reports a) Statutory Auditors

M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad (FRN: 104744W) and M/s. Riddhi P. Sheth & Co., Chartered Accountants, Ahmedabad (FRN: 140190W) were appointed as the Joint Statutory Auditors of your company at the 10^thAnnual General Meeting held on September 27, 2018 for a term of five consecutive years and they hold the office till the conclusion of ensuing 15^thAnnual General Meeting.

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. There are no qualifications, reservations or adverse remarks made by Joint Statutory Auditors of the company in their report for the financial year ended March 31, 2023.

Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, and based on the recommendations of the Audit Committee, it is proposed to reappoint M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad (FRN: 104744W) for a second term of five years and appoint M/s. Prakash B Sheth & Co, Chartered Accountants, Ahmedabad (FRN: 108069W) as the joint Statutory Auditors from the conclusion of 15^th AGM till the conclusion of 20^thAGM of the Company to be held in the year 2028. Both the proposed Auditors have, pursuant to Section 139 of the Act, provided written consent and furnished a certificate regarding eligibility for their appointment/reappointment.

b) Secretarial Auditor

The Board of Directors of the Company, at their meeting held on August 09, 2022, appointed M/s. Chirag Shah & Associates (COP: 3498), Practicing Company Secretaries, Ahmedabad as Secretarial Auditors of the Company for the financial year 2022-23. The Secretarial Audit Report for financial year 2022-23 is annexed to this report as Annexure A. The observations/remarks of the Secretarial Auditor in his report are self-explanatory and do not call any further explanation/comments of the Board of directors.

c) Cost Auditor

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 2023-24 and the Company has received consent for their re-appointment as the Cost Auditors of the Company to that effect.

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 202223. The Internal Audit Reports issued by Manubhai & Shah LLP are submitted to the Audit Committee and Board of directors on quarterly basis.

20. Corporate Social Responsibility

As per the requirements of Section 135 of the Act pertaining to Corporate Social Responsibility (âCSRâ), the Company has duly constituted a Corporate Social Responsibility Committee (âCSR Committeeâ), which comprises of Mr. Sandeep H. Shah, Independent Director (Chairman), Mr. Prahaladbhai S. Patel, Chairman and Managing Director (Member) and Ms. Pooja P. Patel, Whole-time Director (Member) of the company. 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 2022-23 is annexed as Annexure B.

During the year under review, your company has utilised a total amount of T348.65 Lakhs towards its CSR Obligation. Further, during the year under review, the company has spent excess amount of T0.38 Lakhs, which will be available for set-off in succeeding three financial years 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.

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

21. 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.

22. Management Discussion and Analysis Report

23. Corporate Governance Report

24. Business Responsibility and Sustainability Report

25. 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.

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

27. Particulars of Loans, Guarantees or Investments

28. 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/2023/06/Policy-on-Materiality-of-RPT.pdf

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

29. Risk Management and Internal control system and their adequacy

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 have 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.

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.

30. 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

going concern status of the Company and or itâs operations in future;

â¢ 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.

35. Caution Statement

The Statements in the Directorsâ Report and the Management Discussion and Analysis Report describing the Companyâs 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 Companyâs 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.

36. Appreciations and Acknowledgements

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.

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 two employees one external women member. All employees (permanent, temporary, trainees) are covered under this policy.

During the year under review, the 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.

31. Reporting of frauds

32. Particulars of employees

The company had 1836 employees on a standalone basis as at March 31, 2023. 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.

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

The Company had1836 employees on a standalone basis as at March 31, 2023. 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.

34. Other Disclosures

During the year under review:

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

â¢ no significant and material orders were passed by the regulators or courts or tribunals impacting the

Mar 31, 2022

Your Directors have the pleasure in presenting the Fourteenth (14^th) Board''s Report on the business and operations of your Company (''PSP Projects Limited'' or ''PSP Projects'' or ''the Company''), together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2022.

1. Financial Highlights

The standalone and consolidated performance for the financial year ended March 31, 2022 is as under:

(H in Lakhs, except per equity share data)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	1,74,875.88	1,24,086.24	1,74,806.33	1,24,086.24
Other income (net)	2,125.54	1,692.09	2,171.64	1,665.78
Total Income (A)	1,77,001.42	1,25,778.33	1,76,977.97	1,25,752.02
Cost of Construction Material Consumed	49,538.50	39,813.29	49,539.08	39,813.29
Changes in Inventories of Finished Goods and Work-In-Progress	457.72	(236.52)	358.67	(236.52)
Construction Expenses	89,132.40	64,442.68	89,161.31	64,442.86
Employee Benefits Expense	7,233.92	5,089.37	7,233.92	5,089.71
Finance Costs	2,639.62	1,469.12	2,648.89	1,500.79
Depreciation and amortization expense	3,205.28	2,563.76	3,205.28	2,563.76
Other Expenses	2,862.63	1,496.09	2,669.44	1,483.23
Total Expenses (B)	1,55,070.07	1,14,637.79	1,54,816.59	1,14,657.12
Profit/ (Loss) Before tax (PBT) (A-B) = (C)	21,931.35	11,140.54	22,161.38	11,094.90
Exceptional Gain/ (Loss) (Net of tax) (D)	0.00	(274.11)	0.00	0.00
Profit/ (Loss) Before tax and after Exceptional item (C-D)	21,931.35	10,866.43	22,161.38	11,094.90
Less: Total Tax Expense	5,690.93	2787.39	5,533.91	2,758.33
Net Profit After Tax (PAT) before share in profit/ (loss) of joint	16,240.42	8,079.04	16,627.47	8,336.57
venture
Share of Profit/(Loss) from JV	-	-	37.76	(241.94)
Other Comprehensive Income	(128.18)	9.22	(119.25)	9.78
Total Comprehensive Income	16,112.24	8,088.26	16,545.98	8,104.41
Paid up Equity share capital -Face value H10/- each	3,600.00	3,600.00	3,600.00	3,600.00
Other Equity excluding Revaluation Reserves	64,871.52	50,199.27	65,095.93	49,989.95
Earnings per share (H10/- each)
a) Basic	45.11	22.44	46.29	22.65
b) Diluted	45.11	22.44	46.29	22.65

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

(H in Lakhs)
Particulars	2021-22	2020-21	YOY growth (%)
Revenue from operations	1,74,875.88	1,24,086.24	41%
Total Operating Expenses	1,49,225.17	1,10,604.91	35%
EBITDA	25,650.71	13,481.33	90%
EBITDA Margin (%)	14.67%	10.86%	-
Profit Before Tax and after Exceptional Item	21,931.35	10,866.43	102%
Profit After Tax	16,112.24	8,088.26	99%
PAT Margin (%)	9.10%	6.43%	-

b) Summary of Consolidated Financial Performance			(H in Lakhs)
Particulars	2021-22	2020-21	YOY growth (%)
Revenue from operations	1,74,806.33	1,24,086.24	41%
Total Operating Expenses	1,48,962.42	1,10,592.57	35%
EBITDA	25,843.91	13,493.67	92%
EBITDA Margin (%)	14.78%	10.87%	-
Profit Before Tax	22,161.38	11,094.90	100%
Profit After Tax	16,545.98	8,104.41	104%
PAT Margin (%)	9.35%	6.44%	-

Overall, the standalone financials are almost identical to the consolidated financials as the impact of consolidation of subsidiaries results with standalone results is insignificant.

3. Operational Performance Review

During the year under review, your company received new work orders worth H1802.23 Crores.

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

â¢ Construction of Sports Complex under Khelo India Scheme at Ahmedabad, Gujarat worth H503.56 Crores.

â¢ Construction of Residential Buildings of PAC Mahila Battalion at Badaun, UP worth H238.70 Crores.

â¢ Construction of Steel Plant for Arcelor Mittal Nippon Steel India Limited (AMNS) in Hajira, Gujarat worth H257.46 Crores.

â¢ Additional work for beautification of Mr. Kashi Vishwanath Dham Temple, UP worth H59.00 Crores.

â¢ Supply and execution of E & M work for Gujarat Metro Stations at Surat, Gujarat worth H49.57 Crores.

Your company had successfully completed 183 projects till March 31, 2022, out of which 17 projects were completed during the financial year 2021-22.

The Major projects completed during the year includes Nestle Factory at Sanand, Construction of Student Activity Centre at Ahmedabad University,

Construction of Dairy project in Karnataka, Construction of Hospital in Udaipur, Rajasthan, work of Interior fit-out of 300 rooms at Hotel Leela at Gandhinagar, Zydus Hospital at Baroda and AUDA Library at Ahmedabad.

As of March 31, 2022, the value of work on hand stands at H4,324 Crores, including 43 projects under execution spread over Gujarat, Uttar Pradesh, Maharashtra and Rajasthan. The category wise and geographical wise breakup of the order book is as under:

Category wise Break up
Category	% of order book
Institutional	13.79%
Government residential	22.37%
Government	45.53%
Industrial	6.77%
Residential	10.52%
Precast	1.02%
Geographical Break up
Category	% of order book
Gujarat	37.38%
Maharashtra	16.85%
Uttar Pradesh	45.41%
Rajasthan	0.36%

During the year under review, your company has completed the building construction work of Preacst Manufacturing Plant at Sanand, Gujarat and the same was commissioned in December, 2021. The annual production capacity of the plant is expected to be 3 Mn. square feet once fully operational, however initially your company is to set up the plant with a production capacity of 1 Mn Square Feet as Phase-I. Till March 31, 2022, your company has incurred a total capital expenditure of H109.11 Cores towards the precast plant. Total Order inflow and revenue booked

from the precast division during the year under review was H59.38 Crores and H15 Crores respectively.

4. COVID-19 Pandemic

The COVID-19 pandemic, continued to be a global challenge, creating disruption across the world. In the first three months of FY 2022, the second wave of the pandemic overwhelmed India''s medical infrastructure.

The first half of FY 21-22 was challenging due to the second wave of the Covid-19 outbreak, which had

an impact worse than the first. Although the year started with the second wave marked by sharp rise in Covid-19 cases, however the impact on day-today life as well business was relatively lesser than the first wave on account of well calibrated lockdown and successful vaccination drive. The economy saw a steady uptick from Q2FY22 onwards. Macro indicators such as GST collections, E-way bills, Index for Industrial Production (IIP), Core industries index amongst others continued to scale new highs. Real GDP growth in Q3 FY22 stood at 5.4% YoY on a positive base. Such favourable macro-economic factors coupled with an accommodative stance adopted by the Reserve Bank of India (RBI) resulted in highest amount of fresh investment announcements seen in last 15 years. Furthermore, policy reforms like National Infrastructure Pipeline, Gati Shakti -National Master Plan, Production-Linked Incentive (PLI) scheme, amongst others, is likely to provide a strong impetus to public capital investments as well as domestic manufacturing. Moreover, we believe India''s immense consumption potential underlined by favourable demographics, rising incomes, urbanisation and technological advancements form the bedrock of long-term structural growth.

Your directors are pleased to inform that the company has achieved a record turnover during the financial year 2021-22 despite of second wave of COVID-19. The Company was able to complete majority of its projects within the due timeline as per requirements of its clients.

5. Awards and Recognitions

During the period under review, your company was felicitated with an award for Second (2^nd) Fastest Growing Construction Company in Small Category in India for the third consecutive year at the 19^th Construction World Global Awards, 2021. Your company was also felicitated with an award of "Construction World - Stalwarts of the West, Gujarat" for its Contribution towards Strengthening the Built Environment at the CW Design Build Conclave & Awards. The Zydus Sitapur Hospital Project was felicitated as ''Institutional Project of the Year'' at the 13^th Realty Plus Conclave & Excellence Awards 2021-Gujarat Edition.

6. 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 safe work practices for sustainable development.

During the period under review, your company was extra careful towards the safety and health of its employees at office and workers at project sites and adopted necessary social distancing and safety guidelines at all its sites and office to minimise the adverse impact during second wave of Covid-19.

7. Change in the nature of business, if any

Your directors are pleased to inform that your company has commenced the business of manufacturing of Precast Concrete, which falls under the existing segment of the Company i.e. Construction with the capital expenditure of H109.11 Crores for its Precast factory.

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. The details of status of court cases is given below:

In Miscellaneous Civil Application No. 239 of 2021, the Company claimed an order of Injunction under Section 9 of the Arbitration and Conciliation Act, 1996 to prevent encashing and invoking of the Bank Guarantee of H673 Lakhs issued for our housing project under PMAY at Bhiwandi, Maharashtra in the proceeding before the Hon''ble District Court of Thane. The Hon''ble District Court by its order dated March 25, 2022, rejected our claim by its order dated March 25, 2022. The Company has challenged the aforesaid order and filed Commercial Arbitration Appeal No. (L) 8341 of 2022 seeking interim measures under Section 9 of the Arbitration and Conciliation Act, 1996 and the matter is sub judice.

In the CD Arbitration Petition No. 89 of 2021 against Bhiwandi and Nizampur City Municipal Corporation ("BNMC"), the company sought to appoint an arbitrator to adjudicate the disputes and differences between the parties under section 11 of the Arbitration and Conciliation Act, 1996 and the matter is sub judice.

9. Dividend

Your directors are pleased to recommend a dividend of H5/- (50%) per equity share of face value of H 10/-each for the financial year ended March 31, 2022 payable to those shareholders whose names appear in Register of Members as on book closure/record date.

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in

the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General Meeting.

The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy, which is available on the website of the company at https://www.pspprojects.com/wp-content/

uploads/2022/06/Dividend-Distribution-Policy_2022.pdf.

a) Unpaid/Unclaimed Dividend

The details of total amount lying in the Unpaid Dividend Account of the company as on March 31, 2022 are as under:

Dividend for the Financial Year	Amount of Unpaid/ Unclaimed Dividend as on	Amount of Unpaid/Unclaimed Dividend ( in H in Lakhs)
2020-21	March 31, 2022	0.31
2019-20	March 31, 2022	0.66
2018-19	March 31, 2022	0.47
2017-18	March 31, 2022	0.57
2016-17	March 31, 2022	0.15

The Statement containing the names, last known addresses, amount of dividend to be paid to the members, 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.

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

In accordance with provisions of sub-section (5) and (6) of section 124 of the Companies Act, 2013 ("the Act"), any money transferred to the Unpaid Dividend Account of a company and all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company to Investor Education and Protection Fund ("IEPF") along with a statement containing such details as may be prescribed. Since the statutory period of seven years has yet not been completed for transfer of unclaimed and unpaid dividend, the provision of Section 125 of the Act are not applicable to your company and hence the details required under that Section have not been provided.

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

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:

Facilities	Amount (H in Lakhs)	Rating	Rating Action
Long-term Bank Facilities	14,500.00	CARE A ; Stable [Single A Plus; Outlook: Stable]	Reaffirmed
Long Term / Short Term Bank Facilities	96,000.00	CARE A ; Stable / CARE A1 (Single A Plus; Outlook: Stable / A One Plus)	Reaffirmed
Short Term Bank Facilities	4,200.00	CARE A1 (A One Plus)	Assigned
Total Facilities	1,14,700.00 [Rupees One Lakhs Fourteen Thousand Seven Hundred Lakhs Only]

12. Share Capital

There was no change in the share capital structure of your company during the year under review.

As on March 31, 2022, the Authorized Share Capital of the company stood at H50,00,00,000/- representing 5,00,00,000 equity shares of face value of H10/- each and the paid up share capital stood at H36,00,00,000/-representing 3,60,00,000 equity shares of face value of H10/- each.

As on March 31, 2022, 100% of your Company''s total paid up capital representing 3,60,00,000 equity shares were in dematerialized form.

13. Performance of Subsidiaries/Joint Venture

The Company has two subsidiaries and one joint venture as on March 31, 2022. 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. Further, during the year under review, PSP Projects INC ceased to be the subsidiary as your Company sold its entire stake in PSP Projects INC in the Q3FY22.

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 is a wholly owned subsidiary of the company and as on March 31, 2022, there was no revenue from operations of PSP Projects & Proactive Constructions Private Limited and it incurred a net loss of H30.58 Lakhs.

PSP Foundation

GDCL & PSP Joint Venture

As on March 31, 2022, GDCL & PSP Joint Venture has generated a total revenue of H289.65 Lakhs against H830.97 Lakhs in FY 2020-21 and earned a Profit after Tax of H68.40 Lakhs against a loss of H94.46 Lakhs in FY 2020-21.

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, which forms part of the Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements 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, 2022, 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/2017/10/Policy-on-Material-Subsidiary-April-2019.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, 2022 is available on the website of the company at: https://www.pspprojects.com/ financial-performance/

15. Committees of the Board

Your company''s Board of Directors have constituted the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee;

f) Fund Raising Committee;

g) Management Committee.

16. Directors and Key Managerial Personnel

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 14^th Annual General Meeting and being eligible offers himself for re-appointment. The board recommends his re-appointment.

Mrs. Achala M. Patel (DIN: 00914990) was appointed as an Additional Non-Executive Independent Director of the Company for a period of five years w.e.f July 14, 2022. She holds the office upto the ensuing 14^thAnnual General Meeting.

During the year under review, Mr. Chirag N. Shah (DIN: 02583300), Independent Director resigned from the directorship of the company w.e.f. March 31, 2022 due to his other professional and personal commitments. Further, Ms. Mittali Christachary (ACS: 37269) resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. December 11, 2021 due to personal reasons. Mrs. Zarana P. Patel (DIN: 08580937) ceased to be an Independent Director of the Company w.e.f June 23, 2022 due to her sad and untimely demise. The Board placed on record appreciation for their invaluable contribution and guidance.

Mr. Kenan Patel (ACS 39981) was appointed as a Company Secretary and Compliance Officer of the Company and designated as Key Managerial Personnel w.e.f. December 14, 2022.

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/2017/10/Terms-and-Conditions-for-Independent-Directors-22.10.2019.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.

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

17. Meetings of the Board

During the year under review, the Board met eight times viz. on April 02, 2021, June 18, 2021, July

19, 2021, September 18, 2021, October 27, 2021, December 09, 2021, January 27, 2022 and March 31, 2022. The necessary quorum was present during all the meetings.

18. Programme for familiarisation of Directors

The policy and details of the Familiarisation Programme imparted to the Independent Directors of the company are available on the website of the company at https://www.pspprojects.com/wp-content/uploads/2022/04/Policy-on-Familirisation-Programme-21-22.pdf .

19. Vigil Mechanism / Whistle Blower

During the year under review, no instances have been reported or investigated under the Whistle Blower Policy of the company. The Audit committee of the company reviews the functioning of this mechanism atleast 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/2017/10/ Whistle-Blower-Policy-April-2019.pdf .

20. Director''s Responsibility Statement

Pursuant to the requirement under clause (c) of subsection (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, 2022, 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;

d) the directors have prepared the annual accounts for the financial year ended March 31, 2022 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.

21. Auditors & their Reports

a) Statutory Auditors

M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad (FRN: 104744W) and M/s. Riddhi P. Sheth & Co., Chartered Accountants, Ahmedabad (FRN: 140190W) were appointed as the Joint Statutory Auditors of your company at the 10^th Annual General Meeting held on September 27, 2018 for a term of five consecutive years and they hold the office till the conclusion of 15^th Annual General Meeting to be held in the year 2023.

The report of the Joint Statutory Auditors along with Notes to Accounts forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by Joint Statutory Auditors of the company in their report for the financial year ended March 31, 2022.

b) Secretarial Auditor

The Board of Directors of the Company, at their meeting held on July 19, 2021, appointed M/s. Chirag Shah & Associates (COP: 3498), Practicing Company Secretaries, Ahmedabad as Secretarial Auditors of the Company for the financial year 2021-22. The Secretarial Audit Report is annexed to this report as Annexure A. The observations/remarks of the Secretarial Auditor in his report are self-explanatory and do not call 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 made and records have been maintained. M/s. K.V. Melwani & Associates, Practicing Cost Accountant (FRN: 100497) carried out the Cost Audit for the financial year under review.

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 2022-23. Your Company has received consent for their appointment as the Cost Auditors of the Company for the financial year 2022-23.

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 14^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 2021-22. The Internal Audit Report issued by Manubhai & Shah LLP is submitted to the Audit Committee and Board of directors on a quarterly basis.

22. 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 it evolves appropriate business processes and strategies to reflect its Commitment to the Societal Enhancement. 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 comprises of Mr. Sandeep H. Shah, Independent Director (Chairman), Mr. Prahaladbhai S. Patel, Chairman and

Managing Director (Member) and Ms. Pooja P. Patel, Executive Director (Member) of the company. Further details regarding CSR Committee are included in the Corporate Governance Report which forms part of this Annual Report and Annual Report on CSR Activities which is annexed as Annexure B.

During the year under review, your company has spent an amount of H304.32 Lakhs for carrying out the CSR Activities against its CSR Obligation H291.08 Lakhs. Further, during the year under review, the company has spent excess amount of H13.24 Lakhs, which will be available for set-off set off in succeeding three financial years 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. The unspent amount of H11.99 Lakhs for the financial year 2020-21 was transferred to PM Cares Fund during the period under review.

The CSR Policy is available on the website of your company at https://www.pspprojects.com/wp-content/uploads/2017/09/CSR-Policy.pdf .

23. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company''s operations in future.

However, Members attention is drawn to the Statement on Contingent Liabilities and commitments in the notes forming part of the Financial Statements.

24. Secretarial Standards

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

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 in a separate section, which forms part of this Annual Report.

27. Business Responsibility Report

A Business Responsibility Report as stipulated under Regulation 34(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, detailing the various initiatives taken by the Company from an environmental, social and governance perspective, is presented in 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/2017/10/Policy-of-Nomination-and-Remuneration-22nd-October-19. 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

Evaluation of the Board and Committees as a whole was based on criteria such as size, structure, composition and expertise of the Board and its Committees, adequacy of frequency of meetings, functioning effectiveness and performance of duties as prescribed under the law and as per terms of reference, monitoring the company''s internal controls and compliance with applicable laws and regulations etc. Evaluation of Individual Directors was based on criteria such as attendance and effective participation at the board and committee meetings, integrity and maintaining confidentiality, effective deployment of knowledge and expertise, interpersonal relationships with other directors and management, acting in good faith and interest of Company as a whole, assisting the Company in implementing the good corporate governance practices. etc. after seeking inputs from individual directors, a consolidated report was

presented before the board of directors, on the basis of which evaluation was carried out.

In a separate meeting of independent directors, performance of non-independent directors and the board as a whole 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/2022/01/Policy-on-Materiality-of-RPT_27.01.2022.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 a 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 any business operations of the Company and provides guidelines to define, measure, report, control and

mitigate the identified risks.

Your company constituted a Risk Management Committee to assist the board in monitoring and reviewing of the risk management plan, in identifying and assessment of risks inherent in the business operations of the company, minimization procedures and strategies and policies for risk mitigation on short term as well as long term basis and such other functions.

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, Technology Risk, Foreign Exchange Risk, Cyber Security Risk, Operational Risk, Sustainability Risk, Competition Risk, Legal/Regulatory Risk, financial and other internal and external business risks.

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

The Board of Directors of your Company has laid down internal financial controls 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, 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.

33. Policy on prevention of sexual harassment at workplace

Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment comprising of three senior women employees and one external member. All employees (permanent, temporary, trainees) are covered under this policy.

During the year under review, the ICC has not received any complaints about sexual harassment in the company.

All new employees are required to go through a detailed orientation on Policy for prevention of Sexual Harassment at the Workplace adopted by the Company.

34. Reporting of frauds

35. Particulars of employees

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. Caution Statement

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.

38. Appreciations and Acknowledgements

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

Your Directors regret the loss of lives due to COVID -19 pandemic and are deeply grateful and have immense respect for every person who risked his life and safety to fight during this pandemic.

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: August 09, 2022 Place: Ahmedabad

Mar 31, 2018

Dear Members,

The Directors take pleasure in presenting the 10th Annual Report of your Company together with the standalone and consolidated financial statements for the year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS Rs. in Lakhs

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from operations	72,983.03	40,075.73	75,164.69	44,477.83
Other income (net)	1,836.53	1,339.02	1,861.10	1,343.44
Total Income (A)	74,819.56	41,414.75	77,025.79	45,821.27
Total Expenses (B)	64,831.40	34,990.51	66,781.07	39,354.77
Profit Before tax (PBT) (A-B)	9,988.16	6,424.24	10,244.72	6,466.50
Less Total Tax Expense	3,551.57	2,263.26	3,644.83	2,305.16
Net Profit After Tax (PAT)	6,436.59	4,160.98	6,599.89	4,161.34
Other Comprehensive Income	(2.89)	(18.27)	(3.28)	(18.55)
Total Comprehensive Income	6,433.70	4,142.71	6,596.61	4,142.79
Earnings per share (RS.10/- each) a). Basic	18.45	14.45	18.78	14.41
b). Diluted	18.45	14.45	18.78	14.41

2. COMPANYâS PERFORMANCE REVIEW

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. Previous yearsâ figures have been restated and audited accordingly by the Statutory Auditors of the Company, namely, M/s. Prakash B. Sheth & Co. (Firm Registration No.: 108069W).

During the year under review, your Company on Standalone basis has achieved a top-line growth of 82.11% over the previous year and achieved a bottom-line growth of 55.30 % over the previous year. On Consolidated basis, the company has achieved a top- line growth of 68.99% over the previous year and achieved a bottom-line growth of 59.23 % over the previous year.

On standalone basis, revenue from operations amounted to RS.72,983.03 Lakhs as against RS.40,075.73 Lakhs in the previous year ended March 31, 2017. The Profit before tax amounted to RS.9,988.16 Lakhs as against RS.6,424.24 Lakhs in the previous year.

The Net Profit after Tax for the year amounted to RS.6,436.59 Lakhs as against RS.4,160.98 Lakhs in the previous year and the total comprehensive income amounted to RS.6,433.70 Lakhs as against RS.4,142.71 Lakhs in the previous year.

On Consolidated basis, the revenue from operations amounted to RS.75,164.69 Lakhs as against RS.44,477.83 Lakhs in the previous year ended March 31, 2017. The profit before tax amounted to RS.10,244.72 Lakhs as against RS.6,466.50 Lakhs in the previous year ended March 31, 2017. The Net Profit after Tax for the year amounted to RS.6,599.89 Lakhs as against RS.4,161.34 Lakhs in the previous year and the total comprehensive income amounted to RS.6,596.61 Lakhs as against RS.4,142.79 Lakhs in the previous year ended March 31, 2017.

3. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the company during the year under review.

4. MATERIAL CHANGES AND COMMITMENT 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 are no material changes or commitments affecting the financial position or business activities of the Company between the end of the Financial Year and the date of this Report.

5. DIVIDEND

Based on the companyâs performance during the year under review, your Directors are pleased to recommend a dividend of RS.5.00 per equity share of face value of RS.10/- each (previous year : RS.2.50 per equity share) aggregating to RS.18,00,00,000 (excluding corporate tax on dividend)

The proposal is subject to the approval of members in the ensuing 10th Annual General Meeting.

Transfer of unclaimed dividend to investor education and protection fund:

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), (including any statutory modification (s)/ re-enactment(s)/amendment(s) thereof, for the time being in force), the dividend which remains unclaimed/ unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund Authority (âIEPFâ) established under Section 125 of the Companies Act, 2013.

Since the statutory period of seven years has yet not been completed for transfer of unclaimed and unpaid dividend, the provision of Section 125 of the Companies Act, 2013 does not attract.

The Statement showing unpaid/unclaimed dividend for the Final Dividend 2016-17 is available on the website of the company: www. pspprojects.com.

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

Dividend Distribution Policy:

SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations dated July 8, 2016 introduced a new regulation 43A which prescribed that the top five hundred listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed in their annual reports and on their websites.

The amendment further prescribed that the companies other than the top five hundred listed entities based on market capitalization may disclose their dividend distribution policies on a voluntary basis in their annual reports and on their websites.

The Board of Directors of PSP Projects Limited in its meeting held on August 9, 2018 has adopted a Dividend Distribution Policy with an objective to enable investors, potential investors and analysts to take a view on the likely dividend pay-out by a company.

The Dividend Distribution Policy of the company is disclosed on voluntary basis in this report as Annexure A and the same is also available on the website of the company at (https://www. pspprojects.com/wp-content/uploads/2017/10/Dividend-Distribution-Policy.pdf)

6. APPROPRIATION

a) Transfer to Reserves

Your Company has not transferred any amount to the reserves during the financial year under review.

b) Public Deposits

During the year under review, your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 from public / members.

7. SHARE CAPITAL, INITIAL PUBLIC OFFERING AND OFFER FOR SALE

a) Initial Public Offer & Offer for Sale

During the year under review, your company came up with an Initial Public Offer (IPO) of 1,00,80,000 equity shares of face value of RS.10 each for cash at a price of RS.210 per equity share (including premium of RS.200 per equity share) aggregating to RS.21,168 lakhs comprising of fresh Issue of 72,00,000 equity shares aggregating to RS.15,120 Lakhs and an Offer for sale of 15,84,000 equity shares by Mr. Prahaladbhai S. Patel, 5,76,000 equity shares by Mrs. Shilpaben P. Patel, 2,88,000 equity shares by Ms. Pooja P. Patel and 4,32,000 equity shares by Mr. Sagar P. Patel aggregating to RS.6,048 lakhs.

(b) Change in the capital structure of the Company

As on March 31, 2018, there is no change in the authorised share capital of the company.

During the year under review, your company allotted 72,00,000 fresh Equity shares of RS.10/- each at a premium of RS.200/- per share by way of Initial Public Offer IPO). Therefore, during the year under review, the paid up share capital of the company increased from RS.28,80,00,000 to RS.36,00,00,000.

Equity shares of the Company are listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and are regularly traded on both the exchanges w.e.f. May 29, 2017.

Further the status of the utilisation of the Proceeds of the IPO and division thereon are as under:-

Particulars	Amount (in lakhs) projected utilization of funds as per prospectus	Amount (in lakhs) of Utilisation of funds till March 31, 2018	Amount Pending for utilization
Funding working capital requirements of our Company	6,300.00	6,300.00	-
Funding capital expenditure requirements of our Company	5,200.00	4,125.28	The company expects to utilize bulk of remaining funds in first quarter of FY 2019. Pending utilization amounts have been parked into Fixed Deposits with scheduled Banks for the amount of RS.1,074.72 Lakhs.
General corporate purposes	2,694.84	2,694.84
Total Net Proceeds	14,194.84	13,120.12

As on March 31, 2018, 99% of the Companyâs total paid up capital representing 3,59,99,900 shares are in dematerialized form.

During the year under review, your company has not issued any shares with differential rights or any sweat shares or any shares under Employees Stock Option scheme and hence no information for the same has been furnished.

8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2018, your company has:

- One Wholly Owned foreign subsidiary - PSP Projects INC, Texas, USA

- One Domestic Subsidiary- PSP Projects & Proactive Constructions Private Limited which is a joint venture for promotion and development of World Trade Centre at GIFT City, Gandhinagar, Gujarat. The said project is currently in progress. PSP Projects & Proactive Constructions Private Limited registered a total revenue of RS.3,522.79 Lakhs, profit before tax of RS.275.88 Lakhs and profit after tax of RS.182.62 Lakhs in the financial year ended March 31, 2018.

- One Joint Venture- GDCL & PSP Joint Venture, which is constructing Metro Train Depot cum workshop at Gyaspur for the Metro Rail Project.

The company also has one step down Joint venture viz P & J Builders LLC, California, USA

A separate statement containing the salient features of financial statements of all subsidiaries/JV of the company in the prescribed FORM AOC-1 forms part of the consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014.

The said form also highlights the financial performance of each of the subsidiaries and joint venture included in the consolidated financial statements of the company pursuant to Rule 8 (1) of the Companies (Accounts) Rules, 2014.

There has been no material change in the nature of the business of the subsidiaries during the period under review.

The Policy for determining material subsidiaries of the Company is available on Companyâs website at: (https://www.pspprojects.com/ wp-content/uploads/2017/10/Policy-on-Material-Subsidiary-1.pdf)

The Company does not have any material subsidiary as on March 31, 2018.

9. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act, the extract of annual return is set out as Annexure B in the prescribed Form No. MGT-9, which forms part of this report.

10. COMMITTEES OF THE BOARD

Presently, the Board has following committees to assist it in discharging its responsibilities:

a) Audit Committee

b) Nomination and Remuneration committee

c) Stakeholder Relationship Committee

d) Corporate Social Responsibility Committee

e) IPO Committee*

A detailed note on the board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.

*Note: The IPO Committee has been dissolved after the closure of financial year 2017-18.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Directors

Regularisation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Prahaladbhai S. Patel, Chairman & Managing Director of the company, retires by rotation at the ensuing 10th Annual General meeting and being eligible seeks re-appointment. The board recommends his re-appointment.

Independent Directors and Declaration by Independent Directors:

All the Independent Directors of your Company have given a declaration confirming that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The terms and conditions of appointment of the Independent Directors are placed on the companyâs website at (https:// www.pspprojects.com/wp-content/uploads/2017/10/Terms-and-Conditions-for-Independent-Directors.pdf).

Programme for familiarisation of Directors:

The details of the Familiarisation Programme imparted to the Independent Directors of the company are placed on the companyâs website at (https://www.pspprojects.com/ wp-content/uploads/2017/10/Details-on-Familirisation-Programme.pdf)

b) Key Managerial Personnel

Ms. Minakshi Tak resigned from the position of Company Secretary and Compliance officer of the company with effect from March 23, 2018. The board places on record its appreciation for the services rendered by Ms. Minakshi Tak during her tenure with the company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2018 are:

Mr. Prahaladbhai S. Patel, Chairman, Managing Director & CEO;

Mrs. Shilpaben P. Patel, WholeTime Director and;

Mrs. Hetal Patel, Chief Financial Officer.

c) Number of meetings of the board and committees:

During the year under review:

i. Eleven (11) meetings of the board of directors were held;

ii. Five (5) meetings of the Audit committee were held;

iii. One (1) meeting of the Nomination and Remuneration committee was held;

iv. Three (3) meetings of the Stakeholder relationship committee were held;

v. One (1) meeting of the Corporate social responsibility committee was held;

vi. Four (4) meetings of the IPO committee were held.*

For details of the meetings of the board and committees, please refer to the Corporate Governance report which forms part of this Annual Report. The intervening gap of the board meetings and audit committee meetings were within the period as prescribed under the Companies Act, 2013.

*Note: The IPO Committee has been dissolved after the closure of financial year 2017-18.

12. VIGIL MECHANISM / WHISTLE BLOWER

In terms of section 177(9) & (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns has been established by the Board along with whistle blower policy. The Vigil mechanism/Whistle Blower Policy is available on the companyâs website at (https://www.pspprojects. com/wp-content/uploads/2017/10/Whistle-Blower-Policy-2.pdf).

13. DIRECTORâS RESPONSIBILITY STATEMENT

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

d) that the directors had prepared the annual accounts for the Financial Year ended March 31, 2018 on a going concern basis;

e) that the directors had 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) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. AUDITORS & THEIR REPORTS

a) Statutory Auditors

M/s. Prakash B. Sheth & Co., Chartered Accountants, Ahmedabad, Statutory auditors of the Company, hold office till the conclusion of the ensuing 10th Annual General Meeting of the Company.

The Board has recommended the appointment of M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad (FRN: 104744W) and M/s. Riddhi P. Sheth & Co. Chartered Accountants, Ahmedabad (FRN: 140190W) as the Joint statutory auditors of the Company in the place of the retiring auditors, M/s Prakash B. Sheth & Co. , for a term of five consecutive years, from the conclusion of the ensuing 10th Annual General Meeting of the Company till the conclusion of the 15th Annual General Meeting to be held in the year 2023, for approval of shareholders of the Company, based on the recommendation of the Audit Committee in compliance with the mandatory rotation of auditors as per provisions of the Companies Act, 2013.

The report of the Statutory Auditor along with Notes to Accounts forms part of this Annual report. The Auditorsâ Report do not contain any qualifications, reservations, or adverse remarks.

b) Secretarial Auditor:

Your Company engaged Rohit S. Dudhela, Practicing Company Secretaries (COP: 7396) as Secretarial Auditor to conduct Secretarial audit for the year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed to this report as Annexure C.

The Report do not contain any qualifications, reservations, or adverse remarks.

c) Cost Auditor:

As per section 148 read with Companies (Audit and Auditors) Rules, 2014, the board of directors of the company has reappointed M/s. K.V. Melwani & Associates, Practicing Cost Accountants (FRN: 100497) as the Cost Auditor of the Company for the financial year 2018-19 and are seeking ratification of remuneration from the members of company at ensuing 10th Annual General Meeting.

15. CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee has been constituted as per the provisions of section 135 of the Companies Act, 2013. The details regarding composition, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of this Annual Report.

The annual report on the Corporate Social Responsibility of the company is annexed to this report as Annexure D.

The CSR Policy has been placed on the website of the company at (https://www.pspprojects.com/wp-content/uploads/2017/09/CSR-Policy-PSP.pdf).

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There are no significant material order passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations. However, members attention is drawn to the Statement on Contingent Liabilities and commitments in the notes forming part of the Financial Statements.

17. SECRETARIAL STANDARDS

Your company has complied with the applicable Secretarial Standards (SS-1 & SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

19. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

20. CREDIT RATING FOR BANK FACILITIES

During the year under review, CARE Ratings Limited- the Credit Rating Agency has given Credit Rating for Bank Facilities and later based on the growth of the company including operational and financial performance, the rating was revised from CARE A Stable to CARE A Positive as under:

Facilities	Amount (Rs. in crores)	Rating	Rating Action
Long term Bank Facilities	45.00 (Enhanced from 8.00)	CARE A; Positive lSingle A; Outlook: Positive]	Revised from CARE A; Stable lSingle A; Outlook: Stable]
Long term/ Short-term Bank Facilities	365.00 (Enhanced from 172.00)	CARE A; Positive/ CARE A1 lSingle A; Outlook: Positive, A One]	Revised from CARE A; Stable/ CARE A1 lSingle A; Outlook: Stable, A One]
Total Facilities	410.00 lRupees Four Hundred and Ten crore only]

21. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

In line with requirement of the Companies Act, 2013, your company has formulated a Nomination and Remuneration Policy which is available on the Companyâs website at (https://www.pspprojects. com/wp-content/uploads/2017/10/Policy-of-Nomination-and-Remuneration.pdf)

We affirm that the remuneration paid to the Executive directors of the company is as per the Nomination, remuneration policy adopted by the company.

22. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013, the corporate governance requirements as prescribed by the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the board and committees was evaluated by the board after seeking inputs from all the directors/ committee members on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, composition of committees, ensuring the integrity of the companyâs accounting and financial reporting systems, independent audit, internal audit and risk management systems (for Board and Audit Committee), effectiveness of committee meetings etc.

The Board evaluated the performance of individual directors on the basis of criteria such as the contribution of the individual directors to the board and committee meetings like preparedness on the issues to be discussed, acting in good faith and interest of Company as a Whole, working in the interest of all the stakeholders of the company and such other factors,

The Directors expressed their overall satisfaction on the evaluation process and that the Board, the Committees and the Directors are functioning well. Based on the feedback of the Board Evaluation process, appropriate measures were taken to further improve the process and other aspects.

The details about the performance evaluation criteria for independent directors are given in the Corporate Governance Report.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Companies Act, 2013, has been given in the Notes to the Financial Statements, which forms part of this Annual Report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and Listing Regulations, your Company has formulated a policy on related party transactions which is available on Companyâs website at (https://www. pspprojects.com/wp-content/uploads/2017/10/Policy-on-Related-Party-Transactions.pdf).

Disclosures on related party transactions as per Indian Accounting Standards on âRelated Party Disclosuresâ are set out in Notes to the financial statements.

There were no material related party transactions made by the Company during the financial year under review.

Form No. AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure E.

25. RISK MANAGEMENT & INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company which is available on the companyâs website at (https://www.pspprojects.com/wp-content/ uploads/2017/10/Risk-Management-Plan.pdf).

The Internal audit of your company is entrusted to M/s. Manubhai & Shah, LLP, Chartered Accountants, Ahmedabad. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, presented in a separate section forming part of this Annual report.

26. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has adopted a Policy for Prevention of Sexual Harassment at Work Place for prevention, prohibition and redressal of complaints of sexual harassment at work place.

During the period under review, the company has not received any complaints on sexual harassment.

27. REPORTING OF FRAUDS

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Companies Act, 2013 (including amendments), during the financial year under review, to the Audit Committee or the Board of Directors and hence, there is nothing to report by the Board under Section 134 (3)(ca) of the Companies Act, 2013.

28. PARTICULAR OF EMPLOYEES

The information pertaining to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is annexed to this report as Annexure F.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

30. GREEN INITIATIVES

Electronics copies of the Annual Report 2017-18 and the Notice of the 10th Annual General Meeting are sent to all members whose email address are registered with the company/depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

31. ACKNOWLEDGEMENTS

Your Directors place on record its appreciation to employees at all levels for their hard work, dedication, sustained efforts and commitment.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government, Regulatory Authorities and Stock Exchanges, for their continued support.

For & on behalf of the Board of Directors,

Prahaladbhai S. Patel

Ahmedabad Chairman & Managing Director

August 9, 2018 (DIN: 00037633)

Mar 31, 2017

Directors'' Report_

The Members of PSP Projects Limited,

The Directors have pleasure in presenting the 9^th Annual Report of your Company along with the standalone and consolidated summary financial statements for the year ended March 31, 2017. Consolidated performances of the Company and its subsidiaries have been referred to wherever required.

1. FINANCIAL RESULTS

(Rs, In Lakhs)

Particulars	F.Y. 2016-17		F.Y. 2015-16
	Consolidated	Standalone	Consolidated	Standalone
Sales & Other Income	47,014.74	41,395.73	48,629.46	46,824.36
Profit before finance cost, depreciation & tax	8,005.56	7,903.78	4,519.08	4,953.56
Finance Cost	808.38	753.16	335.27	307.09
Depreciation	796.85	756.83	712.85	706.26
Profit before Tax	6,400.33	6,393.79	3,470.96	3,940.21
Provision for Tax	2,265.77	2,265.77	1,458.44	1,458.44
Deferred Tax [Liabilities/Assets]	-18.02	-24.20	- 196.85	-38.22
Tax Adjustment of earlier year	21.25	21.25	6.92	6.92
Profit after Tax	4,131.33	4,130.97	2,202.45	2,513.07
Exceptional Items	-	-	-	-
Profit/(Loss) for the Year	4,131.33	4,130.97	2,202.45	2,513.07
Appropriations:
Transfer to General Reserves	-	-	394.02	394.02
Proposed Dividend	-	-	480.00	480.00
Dividend Distribution Tax	-	-	95.97	95.97

2. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. For Your Company, Ind AS is applicable from April 01, 2017.

3. OVERVIEW OF COMPANY PERFORMANCE

Your Company registered a de-growth of 12.49% in revenue from operation to Rs,40075.73 lakhs in Fiscal 2017 as compared to Rs,45797.65 lakhs in Fiscal 2016, due to exclusion of major material value from total contract value in certain projects. Though company has achieved other income Rs,1320 lakhs, 28.57% higher from Rs, 1026.71 lakhs in the previous year. The company has made profit before tax of Rs, 6393.79 lakhs on standalone basis for the year as compared to Rs,3940.21 lakhs for the previous year registering an increase of 62.27%.

There has been no change in the nature of business of the company during the year under review.

Your company has successfully listed itself on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on May 29, 2017 and raised Rs,1512 Million through fresh issue of 7.2 Million equity shares and Rs, 604.80 Million through offer for sale of 2.88 Millions equity shares, by Mr. Prahaladbhai S. Patel, Mrs. Shilpaben Patel, Ms. Pooja Patel and Mr. Sagar Patel. The proceeds from fresh issue will be mainly utilized for funding working capital and capital expenditure requirement.

Your company made issue in terms of Regulation 26(2) of the SEBI (ICDR Regulations, wherein atleast 75% and 15% of the issue was allocated on a proportionate basis to QIBs and Non-Institutional Investors respectively and 10% of issue was allocated to Retail Individual Investor.

4. Appropriation

(i) Dividend

The Board of Directors, in its meeting held on June 19, 2017, has recommended a final dividend of Rs, 2.50/- (that is, 25%) per equity share of Rs, 10/- each for the financial year ended March 31, 2017 amounting to Rs, 10,83,21,925/- (inclusive of dividend distribution tax of Rs, 1.83 Crore). The dividend payment is subject to approval of members at the ensuing General Meeting.

(ii) Transfer to Reserves:

Your Company does not propose to transfer any portion of profits to Reserves.

(iii) Transfer of unclaimed dividend to investor education and protection fund:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provision of section 125 of the Companies Act, 2013 do not apply.

(iv) Public Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. SHARE CAPITAL

During the year under review, The Authorized Share Capital of the Company has been increased from Rs, 5 Crore to Rs, 50 Crore by creation of additional 45,000,000 equity shares of Rs, 10/- each vide shareholders resolution dated September 16, 2016.

Further, During the year under review, the Company has also allotted eight (8) bonus equity shares of Rs, 10/- each for every one existing equity share of Rs, 10/- each held i.e. in the ratio of 8:1 vide shareholders resolution dated September 28, 2016 by capitalizing 25,60,00,000 from the credit of Reserves and surplus of the Company.

The movement in Authorized Share Capital is as follows:

Authorized Capital as on March 31, 2016	Movement during the year 2016-17	Cumulative Authorized Capital post-such movement
5,000,000 equity shares of Rs, 10/- each	45,000,000 equity shares of Rs, 10/each on September 16, 2016	50,000,000 equity shares of Rs, 10/each

The movement in paid up share capital is as follows:

Paid-up Capital as on March 31, 2016	Movement during the year 2016-17	Cumulative Paid-up Capital post-such movement
3,200,000 equity shares of Rs, 10/- each	25,600,000 equity shares of Rs, 10/each on September 28, 2016	28,800,000 equity shares of Rs, 10/- each

6. MATERIAL CHANGES AND COMMITMENT 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

The following commitments material changes occurred subsequent to close of the financial year and the date of this report:

- Your Company successfully came out with its initial public offer (IPO) and raised Rs, 1512 Million by way of fresh issue of equity shares and Rs, 604.80 Million through offer for sale (OFS). The paid up equity capital of the company as on date is Rs, 360,000,000/-.

- The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 540544 and on the National Stock Exchange of India Limited (NSE) with Symbol PSPPROJECT. The company confirms that the annual listing fees to both the stock exchanges for the financial year 2017-18 have been paid.

- Your Company has been given credit rating for Bank facilities for Rs, 180 Crore by CARE Rating Limited- the Credit Rating Agency.

7. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS

There are no significant material order passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and commitments in the notes forming part of the Financial Statements.

8. SUBSIDIARY/ JOINT VENTURE AND ASSOCIATES

As on 31^st March, 2017, Your Company has two subsidiaries, one step-down Joint Venture and One Joint venture. As required under the provisions of Section 129 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2013, a statement containing salient features of the financial statements of subsidiaries, Joint Venture and Associates are provided in the prescribed format AOC-1 as Annexure-A of the Board Report.

Your Company has one 100% subsidiary in the state of Texas (USA), PSP Projects Inc. Which makes investment in joint ventures/partnership/SPV for development of townships, construction of residential/commercial premises, roads or bridges. PSP Projects Inc. has one step-down Joint-venture P&J Builders LLC which is engaged in development and construction of Residential and Commercial Properties in USA.

Your Company has one Subsidiary in India, PSP Projects & Proactive Constructions Private Limited which is a joint venture with Viridian Group for promotion and development of World Trade Centre in the state of Gujarat, Currently this Company is constructing WTC at GIFT City in Gandhinagar, Gujarat. PSP Projects & Proactive recorded turnover including other income of Rs, 52.06 Crore in 2016-17 and has pre-tax profit of Rs, 83.58 Lakhs.

Your Company has one Joint Venture with Gannon Dunkerley & Co. Limited which is GDCL & PSP Joint Venture, currently this Joint venture is constructing Metro Train Depot cum workshop at Gyaspur for the Metro Rail Project.

Material Subsidiaries

In accordance with Regulation 16 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015 (Listing Regulations), none of the subsidiaries is a material non-listed subsidiary. The company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at www.pspprojects.com.

9. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of applicable Accounting standards and the provisions of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, your Directors have attached the consolidated financial statements of the company which form a part of the Annual Report.

The Financial statements including consolidated financial statements and audited financial statements of each subsidiaries are available on the Company''s website www.pspprojects.com and copies of audited financial statements of the subsidiaries will be provided to the Members at their request.

10. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2016-17 were in ordinary course of business and at an arm''s length basis. In accordance with Sec 134(h) of the Companies At, 2013 and Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with the Related Parties referred in Sec. 188(1) of the Act, have been provided in Form AOC-2 and furnished the same as Annexure- B. However, to have more transparency in related parties transactions the Board is seeking shareholders'' approval for the said transactions.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company.

11. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The particulars of Loans, guarantees or investment made under Section 186 are furnished in Annexure- C and is attached to this report.

12. CORPOATE GOVERNANCE

A separate section on Corporate Governance is given in Annexure-D forms an integral part of this Annual Report of the Company. The Statutory Auditors of the Company have given their certificate regarding the compliance of the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 and the same is annexed to the Report on Corporate Governance.

Number of Meeting of the Board

The Board met 9 times during the financial year. The meeting details are provided in the Corporate Governance report that forms part of the Annual Report. The Maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Committee of the Board

As on March 31, 2017, the Board had five committees: the audit Committee, the nomination and remuneration committee, the corporate social responsibility committee, the stakeholders'' relationship committee and IPO committee. The details of the meeting including composition of various committee are provided in the Corporate Governance Report.

Declaration by Independent Directors

Your company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

Board Evaluation

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be carried out by the entire Board of Directors, excluding the director being evaluated. SEBI (LODR) Regulations, 2015 also mandates that the Board shall monitor and review the Board evaluation framework. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Nomination and Remuneration Committee including performance and working of its committees.

Familiarization Programme for Independent Directors

The details of the Familiarization Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company www.pspprojects.com.

Policies

As required by the provisions of the Act and the Listing Regulations, the following policies have been framed and disclosed on the Company''s website www.pspprojects.com.

I. Nomination and Remuneration Policy

II. Related Party Transactions Policy

III. Corporate Social Responsibility Policy

IV. Vigil Mechanism Policy

V. Risk Management Policy

VI. Policy on Familiarisation Programme

VII. Policy on determining Material Subsidiaries

VIII. Code on Insider Trading

Risk Management & Internal Control System and their Adequacy

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework.

Your Company has appointed M/s. Manubhai & Shah LLP, Chartered Accountants in India, as Internal Auditor. The Company has in place an elaborate internal control system commensurate with the size and nature of its business and size and complexity of its operations. The primary objective of the Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, applicable laws and regulations, to ensure proper authorization and accounting of transactions as also for safeguarding and protecting Company''s assets and that all assets and resources are acquired economically, used efficiently & adequately protected to prevent any revenue leakage and losses to the Company. The internal auditors'' reports are periodically reviewed by the management and the Audit Committee and necessary corrective actions are taken from time to time.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Act and the Articles of Association of the Company, Ms. Pooja Patel (DIN: 07168083), retires by rotation at the conclusion of the ensuing Annual General Meeting and being eligible, offer herself for reappointment. The Board of Directors recommends her appointment for consideration of the members at the ensuing Annual General Meeting.

During the year under review, Mr. Sagar Patel resigned from the Board of Directors of the Company with effect from December 12, 2016. The Board places on record their appreciation for the contribution made by him during his tenure.

Key Managerial Personnel (KMP)

Pursuant to provisions of Section 203 of the Companies Act, 2013, the Company has designated below mentioned persons as KMP:-

Mr. Prahalad S. Patel, CEO

Mrs. Hetal Patel, Chief Financial Officer

Ms. Minakshi Tak, Company Secretary

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they 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 and loss of the Company for that period;

c. the directors had 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. they have prepared the annual accounts on a going concern basis; and

e. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. AUDITORS & AUDITORS REPORT: Statutory Auditors

M/s. Prakash B. Sheth & Co., Chartered Accountants (Firm Registration Number 108069W), the retiring Statutory Auditors, are eligible for re-appointment and have given a certificate of consent under Section 139 of the Companies Act, 2013 for their appointment at the ensuing Annual General Meeting to act as the statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

The resolution relating to annual ratification of statutory auditors appointment is part of the notice of the 9^th Annual General Meeting. Members may ratify the appointment of M/s. Prakash B. Sheth & Co., Chartered Accountants as the Statutory Auditors of the Company for the financial year 2017-18.

Further, the Statutory Auditors of the Company M/s. Prakash B. Sheth & Co., have submitted Auditors'' Report on the accounts of the Company for the Financial Year ended 31^st March, 2017. The Auditors'' Report is self-explanatory and do not call for any comments.

Cost Auditor

As per section 148 read with Companies (Audit and Auditors)Rule, 2014 M/s. K.V. Melwani & Associates, Practicing Cost Accountant (Firm Regn No. 100497) are appointed as Cost Auditor of the Company for the financial year 2017-18 by the Board of Directors and seeking ratification of remuneration from the members of company at ensuing Annual General Meeting.

Internal Auditor

Your Company has engaged M/s. Manubhai & Shah LLP, Chartered Accountants as Internal Auditor to conduct internal audit for the year 2017-18. The internal audit will help company to review the operational efficiency and assessing the internal control. It also reviews the safeguarding the assets of the Company.

Secretarial Auditor

Your Company has engaged Mr. Rohit S. Dudhela, Practicing Company Secretary as Secretarial Auditor to conduct Secretarial audit for the year 2016-17. The report on secretarial audit is annexed as Annexure-E to the Board''s Report. The report does not contain any qualification, reservation or adverse remark.

16. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

In order to bring the Articles of Association (AOA) of the Company in line with the provisions of the Companies Act, 2013 and Securities Contract Regulations Act and requirement of stock exchanges with which the company intended to list its equity shares, the Company recommended that the members adopt a comprehensive new set of the Articles of Association of the Company (''new articles''), in substitution of, and to the exclusion of, the AOA. The resolution to adopt the new articles was passed by majority by the members of the Company at the extra-ordinary General Meeting held on December 13, 2016.

17. CORPORATE SOCIAL RESPONSIBILITY

In terms of Companies Act, 2013, your company has undertaken Corporate Social responsibility programme. The disclosure as per Rule 9 of the Companies (Corporate Social responsibility Policy), 2014 is annexed as Annexure- F.

The CSR Policy may be accessed on the Company''s website www.pspprojects.com.

18. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rule, 2014 an extract of annual return in MGT-19 is given in the Annexure-G and form part of this Report.

19. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to provision 34(2) of SEBI (LODR) Regulations, 2015, a report on ''Management Discussion & Analysis'' is annexed separately as Annexure- H and forms an integral part of this Annual Report.

20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act read with the Companies (Accounts) Rules, 2014 are provided in the Annexure- I to this Report.

21. PARTICULARS OF EMPLOYEES

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Board''s report as Annexure -J.

22. INSURANCE

The Company has taken adequate insurance to cover the risk to its people, plants and machineries, building and other assets.

23. GREEN INITIATIVES

Electronics copies of the Annual Report 2016-17 and the Notice of the 9^th Annual General Meeting are sent to all members whose email address are registered with the Company/depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

ACKNOWLEDGEMENTS

Your Directors wish to express and place on record their thanks to the Company''s Distributors, Dealers and Business Associates for their excellent effort and the customers for their continued patronage. Your Directors also wish to place on record their appreciation for the devoted services of the Executive, Staff and workers of the Company at all levels enabling the Company to achieve the excellent performance during the year.

Your Directors also appreciate the valuable co-operation and continued support received from Company''s bankers and all the government agencies and departments.

The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the Management.

On behalf of the Board of Directors

Prahalad S. Patel

Date : August 09, 2017 Chairman-Managing Director & CEO

Place : Ahmedabad (DIN: 00037633)

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