PSP Projects Director Report

The Directors have the pleasure in presenting the Fifteenth (15^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, 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
	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:

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

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

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

• Construction of ACC and Adani Power House worth T290 Crores.

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

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

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

• 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 “Fastest Growing Construction Company” in Small Category in India for the fourth consecutive year accompanied by the “India’s Top Challengers Award” at the 20^th Construction World Global Awards, 2022. Your company was also felicitated with the “National Safety Award” in the National Safety Council of India Safety Awards - 2022 for its projects Adani Aster & Amogha and Adani Estate. The project “Student Activity Centre” at Ahmedabad University was felicitated with the “Institutional Project of the year” award at the 14^th Realty Plus Conclave & Excellence Awards 2022, Gujarat”

5. Quality, Environment, Health and Safety

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

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 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 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 (“BNMC”), Hon’ble 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 Hon’ble 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 Company’s 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 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 (“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.

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 company’s 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.

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.

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 (“PSP Proactive”) 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

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. PSP Foundation has not materially started its operations during the financial year 2022-23.

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.

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

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

As on March 31, 2023, your Company does not have any material subsidiary pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”). 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 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) 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.

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

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

18. 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, 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;

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, 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^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 ensuing 15^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, 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^th AGM 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.

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 2022-23 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 2023-24 and the Company has received consent for their re-appointment as the Cost Auditors of the Company to that effect.

The remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, a resolution seeking members’ ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the 15^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 202223. 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 2023-24 and the Company has also received consent for their re-appointment as the Internal Auditors of the Company to that effect.

20. Corporate Social Responsibility

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

As per the requirements of Section 135 of the Act pertaining to Corporate Social Responsibility (“CSR”), the Company has duly constituted a Corporate Social Responsibility Committee (“CSR Committee”), which 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

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.

23. 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.

24. Business Responsibility and Sustainability Report

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

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 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.

27. 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.

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

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

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

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

29. 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 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.

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.

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

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

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.

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:

• 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