Your Directors have the pleasure in presenting the Eighteenth (18^th) Board’s Report on the business and operations of your Company
('PSP Projects Limited’ or 'PSP’ or 'the Company’), together with the Audited Standalone and Consolidated Financial Statements for the
Financial Year ended March 31, 2026.

The Audited Financial Statements of your Company as on March 31,2026, are prepared in accordance with the relevant applicable Indian
Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

1. Financial Highlights

The summarized financial highlights are depicted below:

2. Financial Performance Review

a) Summary of Standalone Financial Performance

b) Summary of Consolidated Financial Performance

3. Open Offer

In accordance with the provisions of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011
(“Takeover Code”), Adani Infra (India) Limited (“Acquirer”),
made an open offer to acquire upto 1,03,06,866 fully paid
up equity shares having a face value of H10 each of your
Company, representing up to 26% of the Voting Share
Capital from the Public Shareholders of your Company, at an
offer price of H642.06 per equity share (“Offer Price”) (“Open
Offer”). The said open offer remained opened from May 22,
2025 to June 4, 2025. The settlement for open offer was
completed on June 11, 2025 and all subscribing shareholders
were duly paid against the shares tendered by them in the
Open Offer. The Acquirer acquired 44,86,193 equity shares
pursuant to the Open Offer, representing 11.32% of the paid
up equity share capital of your Company.

Further, pursuant to Share Purchase Agreement dated
November 19, 2024 (“SPA”) Mr. Prahaladbhai S. Patel,
Promoter of your Company, transferred 91,53,779 fully
paid-up Equity Shares of your Company to the Acquirer,
representing 23.09% of the paid-up Equity Share Capital of
your Company.

Upon completion of acquisition of (a) 44,86,193 Equity
Shares pursuant to the Open Offer and (b) 91,53,779 Equity
Shares pursuant to the terms of the SPA, the Acquirer holds
1,36,39,972 Equity Shares of your Company, representing
34.41% of the paid-up Equity Share Capital of your Company
as on March 31, 2026. Consequently, your Company has
been classified as an 'Associate Company’ of the Acquirer,
under the Section 2(6) of the Act.

Upon completion of this acquisition and from the SPA Closing
Date i.e. August 05, 2025, the Acquirer has been classified as
one of the Promoters of your Company and Adani Properties
Private Limited (the holding company of the Acquirer) as a part
of the Promoter Group for the purposes of all applicable laws.
The Acquirer along with the Mr. Prahaladbhai S. Patel, and
other existing Promoters, hold joint control of your Company.

4. Operational Performance Review

During the year under review, your Company received new
work orders worth H10,925 Crore.

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

Q Development works at SVPI Airport, Ahmedabad
amounting H2,299 Crore.

Q Matunga Rehab Building, Mumbai worth H2,026 Crore.
Q Mahim Renewal Building at Dharavi, Mumbai worth
H1,303 Crore.

Q Development of Shree Ambaji Mata Temple (up to
Gabbar Hills), Dist. Banaskantha amounting H966 Crore.
Your Company has successfully completed 256 projects till
March 31, 2026, out of which 21 projects were completed
during the financial year 2025-26.

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

Q State-of-the-Art 'Veer Savarkar Sports Complex’ under
Khelo India Scheme, Ahmedabad

Q Industrial Project 'Chocolate Plant’ - Project Ocean
(Phase - II & III) for Nestle, Ahmedabad

Q Institutional Project 'Indian Institute of Management
Studies’, Ahmedabad (IIMA)

Q Raft Foundation for Umiyadham Temple for Vishv Umiya
Foundation, Ahmedabad

Q State-of-the-Art 'World Heritage Experimental
Archaeological Museum’ at Vadnagar

Q High Rise Residential Project 'Aster’ at Shantigram,
Ahmedabad

Q High Rise Residential Project 'Sky City’ at Shela,
Ahmedabad

Q Commercial Project 'Money Plant Junction’ at
Ahmedabad

As of March 31, 2026, the value of work on hand stands at H13,447
Crore, including 94 projects under execution spread over majorly
in Gujarat, Karnataka, Maharashtra, Uttar Pradesh and Delhi. The
category wise and geographical wise breakup of the order book
is as under:

Category wise Break up

Geographical Break up

5. Awards and Recognitions

During the period under review, your Company has been
recognized by the Golden Book of World Records
for executing the Largest Raft Casting for Religious
Infrastructure." The record was achieved through the
casting of 24,000 cubic meters of raft foundation concrete
for the Vishv Umiya Dham Temple, Jaspur.

Other significant awards and recognitions are
enumerated below:

Q Life Time Legacy Award to Shri P.S. Patel in Gujarat
Nirman Sanman Awards 2025 by Builders Association
of India.

Q 2025 Grohe Hurun India Legacy Award for Construction
Excellence to PSP Projects Limited by Hurun India.

Q Civic Space Creator Award - Govt. / Semi Govt.
(Commercial) for Sports Complex at Naranpura,

Ahmedabad in Gujarat Nirman Sanman Awards 2025 by
Builders Association of India.

Q Tech-Forward Builder Award - innovation in
construction precast technology for Nestle plant at
Sanad in Gujarat Nirman Sanman Awards 2025 by
Builders Association of India.

Q Industry Innovator - Private Sector (Industrial) for
Nestle Plant at Sanand in Gujarat Nirman Sanman Award
- 2025 by Builders Association of India.

Q Business Builder - Green Visionary Award for Surat
Diamond Bourse at Khajod, Surat in Gujarat Nirman
Sanman Awards 2025 by Builders Association of India.

Q Business Builder - Private Sector (Commercial) for
Surat Diamond Bourse at Khajod, Surat in Gujarat
Nirman Sanman Awards 2025 by Builders Association
of India.

Q Safety Award by National Safety Council of India -
Construction Sector Group - A for Nila Vida high-rise
Residential Project at Gift City Gandhinagar.

Q Safety Award by National Safety Council of India -
Construction Sector Group - A for SMC high-rise office
Building at Surat.

Q Safety Reward & Recognition Award by Gujarat
International Finance Tech City (Gift) Company Ltd. for
Valuable Contribution in Driving Safety Excellence at
Fintech Project at Gift City

3. 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.

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 Statement 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.

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, your Company aim to strengthen its financial
position and capitalize on emerging opportunities that will
benefit the long-term interests of its Members.

a) Dividend Distribution Policy

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

b) Unpaid/Unclaimed Dividend

The details of total amount lying in the Unpaid/Unclaimed Dividend Account of your Company as on March 31,2026 are as under:

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

c) Transfer of Unclaimed Dividend to Investor
Education and Protection Fund

The Members are hereby informed that under the
Act, your Company is required to transfer the dividend
which remains unpaid or unclaimed for a period of
seven consecutive years or more to the IEPF. In view of
the same, dividend of H56,440 pertaining to Financial
Year 2017-18 which remained unpaid or unclaimed
was transferred to the IEPF Authority in the month of
November, 2025.

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

d) Transfer of shares to IEPF

Pursuant to provisions of Section 124(6) of the Act read
with Rule 6 of the IEPF Rules (as amended from time
to time), shares on which dividend has been unpaid
or unclaimed by a shareholder for a period of seven
consecutive years or more shall be credited to the
Demat Account of Investor Education and Protection
Fund Authority (IEPFA) within a period of thirty days
of such shares becoming due to be so transferred.
Upon transfer of such shares, all benefits (like dividend,
bonus, etc.), if any accruing on such shares shall also be

credited to such Demat Account and the voting rights
on such shares shall remain frozen till the rightful owner
claims the shares. Shares which are transferred to the
Demat Account of IEPFA can be claimed back by the
shareholder from IEPFA by following the procedure
prescribed under the aforesaid rules.

During the year under review, your Company has
transferred 171 Equity Shares having face value of H10
per share to IEPF Authority The list of Member whose
shares were transferred to IEPF Authority with the
details of number of shares transferred is available on
the website of the Company at https://www.pspprojects.
com/track-record-of-dividend/

9. Appropriations

a) Transfer to Reserves

The Board of your Company has 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 Act 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, 2026.

10. 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:

11. Share Capital

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

As on March 31, 2026, the Authorized Share Capital of
your 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 H39,64,17,910/- representing
3,96,41,791 Equity Shares of face value of H10/- each.

As on March 31, 2026, 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

As on March 31, 2026, 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. There is no associate
company that falls within the meaning of Section 2(6) of
the Act. 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 Proactive”)

PSP Proactive is a wholly owned subsidiary of your Company
PSP Proactive has earned a total income of H17,10711 Lakhs
and incurred a net profit of H712.60 Lakhs during the Financial
Year 2025-26.

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.

GDCL & PSP Joint Venture

As on March 31, 2026, GDCL & PSP Joint Venture has
earned a total income of H3.29 Lakhs and incurred a loss of
H15.56 Lakhs.

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing the salient features of Financial
Statements of your 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 your 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 your Company.

As on March 31, 2026, 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/2026/02/Policy-on-Material-
Subsidiary.pdf

13. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the
Act, the Annual Return as on March 31, 2026 is available on
the website of your Company at https://www.pspprojects.
com/financial-performance/.

14. Committees of the Board

As required under the Act and the SEBI Listing Regulations,
your Company has constituted various statutory committees
along with other governance committees and sub¬
committees to review specific business operations and
governance matters including any specific items that the
Board may decide to delegate. As on March 31, 2026, your
Board has constituted the following Committees / Sub¬
committees.

Statutory Committees:

Q Audit Committee;

Q Nomination and Remuneration Committee;

Q Stakeholder Relationship Committee;

Q Corporate Social Responsibility Committee;

Q Risk Management Committee;

Q Independent Directors Committee (IDC)

Governance Committees:

Q ESG Steering Committee;

Q Fund Raising Committee;

Q Management Committee; and
Q Business Committee

Details of terms of reference of the statutory 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
Appointments:

Mr. Kattunga Srinivasa Rao (DIN: 00022533) was appointed
as an Additional Non-Executive Non- Independent Director of
your Company for a period of five years w.e.f August 05, 2025
and he was regularised as Non-Executive Non-Independent
Director via resolution passed by the Members of your
Company through Postal Ballot on November 05, 2025.

Ms. Pooja Patel was appointed as a Chief Executive Officer of
your Company and remained designated as Key Managerial
Personnel w.e.f. August 06, 2025.

Mr. Girishkumar Singal (DIN: 11258884) was appointed as
an Additional Non-Executive Independent Director of your
Company for a period of five years w.e.f September 01, 2025
and regularised as Non-Executive Independent Director via
resolution passed by the Members of the Company through
Postal Ballot on November 05, 2025.

Cessation:

Ms. Pooja Patel (DIN: 07168083) ceased as a Whole Time
Director of your Company due to her resignation from close
of business hours of August 05, 2025 to focus on more
hands-on, operational role as the Chief Executive Officer of
your Company.

Mr. Prahaladbhai S. Patel ceased as a Chief Executive Officer
of your Company from close of business hours of August
05, 2025 due to the change in designation from 'Chairman,
Managing Director and Chief Executive Officer’ to 'Chairman
and Managing Director’ pursuant to the terms of Share
Purchase and Shareholders’ Agreements.

Mr. Vasishtha P Patel (DIN: 00808127) ceased as an
Independent Director of the Company due to the completion
of his final term from close of business hours of August
31, 2025.

Re-appointment of Director

In accordance with the provisions of the Act and the Articles
of Association of your Company, Mr. Sagar Patel (DIN:
07168126), Executive Director of your Company, retires by
rotation at the ensuing 18^th Annual General Meeting and

being eligible offers himself for re-appointment. Your Board
recommends his re-appointment.

Key Managerial Personnel

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

Declaration from Independent Directors

All the Independent Directors of your Company have affirmed
compliance to the code of conduct for Independent Directors
as prescribed in Schedule IV of the Act and Regulation 16(b)
of the SEBI Listing Regulations 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/2026/02/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.

Neither the Managing Director nor the Executive Director
of your Company receive any remuneration or commission
from any of its subsidiaries.

16. Confirmation by Directors regarding
Directorship/ Committee Positions

Based on the disclosures received, none of the Directors
on your 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, 2026. Necessary disclosures regarding Committee
positions in other public companies as on March 31, 2026,
have been made by the Directors and have been reported in
the Corporate Governance Report which forms part of this
Annual Report.

17. Meetings of the Board

During the year under review, your Board met 8 (eight) times
viz. on April 28, 2025, May 23, 2025, July 30, 2025, August 05,
2025, August 30, 2025, October 17, 2025, January 30, 2026
and March 31, 2026. The necessary quorum was present
during all the meetings.

The intervening gap of the Board meetings were within
the period as prescribed under the Act and SEBI Listing
Regulations. All the recommendations made by the

Audit Committee were accepted by the Board at their
respective meetings.

18. Programme for familiarisation of Directors

The policy and details of the Familiarisation Programmes
held for Independent Directors of your Company are
available on the website of your Company at https://www.
pspprojects.com/wp-content/uploads/2026/04/Policy-on-
Familirisation-Programme-UPDATED-1.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 Act, Regulation 22 of the
SEBI Listing Regulations 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 Vigil Mechanism / Whistle
Blower of your Company. The Audit Committee of your
Company reviews the functioning of this mechanism at least
once a year.

The Whistle Blower Policy of your Company is available on
the website of the Company at https://www.pspprojects.
com/wp-content/uploads/2026/02/Whistle-Blower-Policy.
pdf

20. Code for prevention of insider trading

Your Company has adopted a Code of Conduct (“PIT Code”)
to regulate, monitor and report trading in your Company’s
shares by your Company’s designated persons and their
immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The PIT Code, inter alia,
lays down the procedures to be followed by designated
persons while trading/ dealing in your Company’s shares and
sharing Unpublished Price Sensitive Information (“UPSI”).
The PIT Code cover your Company’s obligation to maintain
a digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarize
with the sensitivity of UPSI. Further, it also includes code for
practices and procedures for fair disclosure of unpublished
price sensitive information which has been made available
on the on the website of the Company at https://www.
pspprojects.com/wp-content/uploads/2023/06/Code-of-
Fair-Disclosure-of-UPSI.pdf.

21. Director’s Responsibility Statement

Pursuant to the requirement under clause (c) of Sub-Section
(3) of Section 134 of the Act, with respect to the Directors’
Responsibility Statement, the Board, 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, 2026, 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, 2026 on a going
concern basis;

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

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

22. Auditors & their Reports
a) Statutory Auditors

M/s. Kantilal Patel & Co., Chartered Accountants,
Ahmedabad (FRN: 104744W) and M/s. Prakash B.
Sheth & Co., Chartered Accountants, Ahmedabad
(FRN: 108069W) were appointed as the Joint Statutory
Auditors of your Company at the 15^th Annual General
Meeting held on September 09, 2023 for a term of
five consecutive years and they hold the office till the
conclusion of 20^th Annual General Meeting to be held in
the year 2028.

M/s. Prakash B. Sheth & Co., Chartered Accountants,
Ahmedabad (FRN: 108069W) resigned as one of the
Joint Statutory Auditor of your Company w.e.f. October
17, 2025, causing a casual vacancy . The Audit Committee
and Board recommended the appointment of M/s. G.
K. Choksi & Co., Chartered Accountants, Ahmedabad
(FRN: 101895W) as one of the Joint Statutory Auditor of
your Company and Members of the Company approved
the same via resolution passed through Postal Ballot on
January 16, 2026 to fill the casual vacancy till the date of
ensuing 18^th AGM.

In pursuance of the recommendation received from
Audit Committee of the Company, the Board has
approved appointment of M/s. G. K. Choksi & Co.,
Chartered Accountants, Ahmedabad (FRN: 101895W)
as the Joint Statutory Auditors of the Company for a

period of 5 years from conclusion of this 18^th AGM to
conclusion of 23^rd AGM of your Company, subject to
approval of Members at the ensuing 18^th AGM.

The Joint Statutory Auditors have confirmed that
their appointment is within the limits as specified in
Section 141 of the Act and they are not disqualified from
continuing as Statutory Auditors of your Company
until end of their current tenure. The report of the Joint
Statutory Auditors along with Notes to Accounts forms
part of this Annual Report. The observations/remarks, if
any of the Joint Statutory Auditors of your Company in
their report for the Financial Year ended March 31, 2026
are self-explanatory and does not require any further
explanation/comments of the Board.

b) Secretarial Auditor

Pursuant to amended Regulation 24A of SEBI Listing
Regulations, the Board at their meeting held on July
30, 2025 appointed M/s. Chirag Shah & Associates,
Company Secretaries in Practice, (Peer Review
Number: 6543/2025), as the Secretarial Auditors of your
Company for a period of five consecutive financial years
from 2025-26 to 2029-30 and the same was approved
by the Members of your Company at the 17^th AGM of
your Company held on September 27, 2025.

The Secretarial Auditors have confirmed that they are
not disqualified from continuing as a Secretarial Auditors
and are eligible to hold office as Secretarial Auditors of
your Company

The Secretarial Audit Report for financial year
2025-26 is annexed to this report as Annexure A. The
observations/remarks, if any of the Secretarial Auditor
in his report for the Financial Year ended March 31, 2026
are self-explanatory and does not require any further
explanation/comments of the Board.

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 2025-26
as the Cost Auditors of your Company

Further, as per Section 148 read with Companies
(Audit and Auditors) Rules, 2014, the Board, based on
the recommendation of the Audit Committee, have
reappointed of M/s. K V M & Co., Cost Accountant (FRN:
000458) as the Cost Auditor of your Company for the
financial year 2026-27 and your Company has received
consent for their re-appointment as the Cost Auditors of
your Company to that effect.

The remuneration payable to the Cost Auditors is
required to be ratified by the Members of your the
Company. Accordingly a resolution seeking Members’

ratification for the remuneration payable to the Cost
Auditor forms part of the Notice convening the ensuing
18^th AGM.

d) Internal Auditor

Manubhai & Shah LLP, Chartered Accountants,
Ahmedabad (LLP identity No. AAG-0878) continued
to be the Internal Auditors of your Company as per the
provisions of Section 138 of the Act for conducting the
Internal Audit of your Company for the financial year
2025-26. The Internal Audit Reports issued by Manubhai
& Shah LLP are submitted to the Audit Committee and
Board on quarterly basis.

Further, as per Section 138(1) read with Companies
(Accounts) Rules, 2014, the Board, based on the
recommendation of the Audit Committee have
re-appointed Manubhai & Shah LLP, Chartered
Accountants, Ahmedabad (LLP identity No. AAG-0878)
as the Internal Auditor of your Company for the financial
year 2026-27 and your Company has also received
consent for their re-appointment as the Internal Auditors
of your Company to that effect.

23. Corporate Social Responsibility (“CSR”)

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 CSR, your Company has duly constituted a Corporate
Social Responsibility Committee (“CSR Committee”),
which comprised of Mr. Prahaladbhai S. Patel, Chairman
and Managing Director (Chairman), Mrs. Achala M. Patel,
Independent Director (Member), Mr. Kattunga Srinivasa Rao,
Non-Executive Non-Independent Director (Member) and
Mr. Sagar Prahladbhai Patel, Executive Director (Member)
of your Company as on March 31, 2026. 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
2025-26 is annexed as Annexure B.

During the year under review, CSR obligation for your
Company for Financial Year 2025-26 was H320.29 Lakhs and
your Company has spent a total amount of H379.96 Lakhs
towards its CSR obligation. Further, during the year under
review, your Company has set off excess amount of H1.29
Lakhs, an excess amount spent on CSR activities during
financial year 2024-25 as per the provisions of Section 135(5)
of the Act read with Rule 7(3) of the Companies (Corporate

Social responsibility) Rules, 2014 as amended from time to
time. There was no any unspent amount during the financial
year 2025-26. The Chief Financial Officer of your Company
has certified that CSR spends of financial year 2025-26 have
been utilized for the purpose and in the manner as approved
by the Board.

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

24. Secretarial Standards

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

25. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the
year under review as stipulated under the SEBI Listing
Regulations is presented in a separate section, which is
forming part of this Annual Report.

26. Corporate Governance Report

The Corporate Governance Report for the year under
review as stipulated under the SEBI Listing Regulations,
together with the certificate from the Practicing Company
Secretaries regarding compliance of conditions of Corporate
Governance is presented under a separate section, which is
forming part of this Annual Report.

27. Business Responsibility and Sustainability
Report

A Business Responsibility and Sustainability Report as
stipulated under Regulation 34(2)(f) of the SEBI Listing
Regulations as amended from time to time, that covers your
Company’s 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 is forming 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 Act and SEBI Listing
Regulations as amended from time to time is available on the
website of your Company at https://www.pspprojects.com/
wp-content/uploads/2026/02/Policy-of-Nomination-and-
Remuneration.pdf

Your Board affirm that the remuneration paid to the Executive
Directors of your Company is as per the Nomination and
Remuneration policy adopted by your Company.

29. Performance Evaluation

In accordance with the requirements of the Act and SEBI
Listing Regulations, guidance notes issued by SEBI and
based on the criteria prescribed by the Nomination and
Remuneration Committee the annual performance evaluation
was conducted for all Board Members as well as the working
of the Board and its Committees through structured
questionnaires, designed with qualitative parameters and
feedback based on ratings.

In a separate meeting of Independent Directors held on
January 30, 2026, performance of Non-Independent
Directors, the Board as a whole and Chairperson of
your Company was evaluated, considering 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 Act for the financial year
2025-26 under review are given in the notes to the financial
statements forming part of this Annual Report.

31. Related Party Transactions

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

All transactions with related parties are placed before the
Audit Committee for its prior approval. An omnibus approval
from Audit Committee is obtained for the related party
transactions which are repetitive in nature.

All transactions with related parties entered into during
the year under review were at arm’s length basis and in the
ordinary course of business and in accordance with the
provisions of the Act and the rules made thereunder, the SEBI
Listing Regulations and your Company’s Policy on Related
Party Transactions.

In terms of requirements of SEBI Listing Regulations, only
Independent Directors who are members of the Audit
Committee has approved the Related Party Transactions.
The members of the Audit Committee abstained from
discussing and voting in the transaction(s) in which they
were interested.

During the year, your Company has not entered into any
transactions with related parties which could be considered
material in terms of Section 188 of the Act. Accordingly, the
disclosure of related party transactions as required under
Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

During the year, the material Related Party Transactions
pursuant to the provisions of Regulation 23 of SEBI Listing
Regulations were duly approved by the Members of your
Company through Postal Ballot on November 05, 2025.

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

Pursuant to the provisions of Regulation 23 of the SEBI
Listing Regulations, your Company has filed half yearly
reports to the stock exchanges, for the disclosure of related
party transactions.

32. Risk Management and Internal Control system
and their adequacy

Your Board has adopted a framework of risk management
to identify risks inherent in business operations of your
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.

Your 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 your Company and its mitigating
factors have been covered in the Management Discussion
and Analysis Report, which is forming part of this
Annual Report.

Your Board has laid down internal financial controls being
followed by your 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 Regulations,
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 your Company regarding inadequacy

or ineffectiveness of such controls during the period under
review. Further details in respect of internal control system
and their adequacy are included in the Management
Discussion and Analysis Report, which forms part of this
Annual Report.

33. Policy on prevention of sexual harassment
at workplace

Your Company has in place a Policy for Prevention of Sexual
Harassment at the Workplace in line with the requirements
of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress
complaints regarding sexual harassment comprising of
one women Presiding Officer and three members including
two employees and one external 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.

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

34. Statement w.r.t. compliance with the provisions
relating to Maternity Benefits Act, 1961

Your Company is committed to ensuring a safe, supportive,
and inclusive workplace for all women employees. All eligible
women employees have been extended the benefits under
the said Act, including maternity leave, nursing breaks, and
other statutory entitlements as prescribed. Your Company
has duly complied with the provisions of the Maternity Benefits
Act, 1961, as amended from time to time. Your Company
continuously strives to maintain a work environment that
upholds the rights and well-being of its women workforce in
accordance with applicable laws.

35. Reporting of Frauds

During the year under review, the Auditors of your Company
have not reported any fraud as specified under the second
proviso of Section 143 (12) of the Act and hence, there is
nothing to report by the Board under Section 134 (3) (ca) of
the Act.

36. Particulars of Employees

The Company had 2,383 employees on a standalone basis
as at March 31, 2026. 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.

37. 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.

38. Cyber Security

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

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

39. Other Disclosures

During the year under review:

(i) There has been no change in the nature of business of
your Company.

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

(iii) 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;

(iv) No revisions were made in the financial statements and
Directors’ Report of your Company

40. Caution Statement

The statements in the Directors’ Report and the Management
Discussion and Analysis Report describing the Company’s
objectives, expectations or predictions may be forward¬
looking within the meaning of applicable securities laws
and regulations. Actual results may differ materially from
those expressed in the statement. Crucial factors that
could influence your 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 your Company

41. 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 your 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

Date: April 30, 2026 Chairman & Managing Director

Place: Ahmedabad (DIN: 00037633)