PSP Projects Ltd Directors Report

Dear Members,

Your Directors have the pleasure in presenting the Eighteenth (18^th) Boards 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:

Particulars	Standalone		Consolidated
	202526	202425	202526	202425
Revenue from operations	2,98,945.24	2,46,828.01	3,14,866.19	2,51,212.57
Other income (net)	2,115.05	1,721.65	1,725.88	1,731.92
Total Income (A)	3,01,060.29	2,48,549.66	3,16,592.07	2,52,944.49
Cost of Construction Material Consumed	1,06,016.82	77,412.87	1,16,826.86	78,596.47
Changes in Inventories of Finished Goods and Work In Progress	2,149.31	3,198.97	1,978.83	3,224.22
Construction Expenses	1,50,127.29	1,32,119.79	1,54,422.45	1,35,303.46
Employee Benefits Expense	14,575.04	11,950.55	14,575.04	11,950.55
Finance Costs	4,523.79	4,422.34	4,523.80	4,422.39
Depreciation and Amortization expense	8,654.28	7,265.12	8,656.92	7,265.14
Other Expenses	8,126.68	4,337.80	8,158.01	4,194.95
Total Expenses (B)	2,94,173.21	2,40,707.44	3,09,141.91	2,44,957.18
Profit/ (Loss) Before tax (PBT) (AB) = (C)	6,887.08	7,842.22	7,450.16	7,987.31
Exceptional Gain/ (Loss) (Net of tax) (D)	0.00	0.00	0.00	0.00
Profit/ (Loss) Before tax and after Exceptional item (CD)	6,887.08	7,842.22	7,450.16	7,987.31
Less: Total Tax Expense	1,658.48	2,196.60	1,890.95	2,191.27
Net Profit After Tax (PAT) before share in profit/ (loss) of joint venture	5,228.60	5,645.62	5,559.21	5,796.04
Share of Profit/(Loss) from JV			(7.63)	(154.24)
Other Comprehensive Income	(50.43)	(22.38)	(50.43)	(22.38)
Total Comprehensive Income	5,178.17	5,623.24	5,501.15	5,619.42
Paid up Equity share capital –Face value Rs. 10/ each	3,964.18	3,964.18	3,964.18	3,964.18
Other Equity excluding Revaluation Reserves	1,22,087.72	1,16,909.55	1,22,431.01	1,16,929.85
Earnings per share (H 10/ each)
a) Basic	13.19	14.33	14.00	14.32
b) Diluted	13.19	14.33	14.00	14.32

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

2. Financial Performance Review

a) Summary of Standalone Financial Performance

Particulars	202526	202425	YOY growth (%)
Revenue from operations	2,98,945.24	2,46,828.01	21.11%
Total Operating Expenses	2,80,995.14	2,29,019.98	22.69%
EBITDA	17,950.10	17,808.03	0.80%
EBITDA Margin (%)	6.00%	7.21%
Profit Before Tax and after Exceptional Item	6,887.08	7,842.22	(12.18%)
Profit After Tax	5,178.17	5,623.24	(7.91%)
PAT Margin (%)	1.72%	2.26%

b) Summary of Consolidated Financial Performance

(Rs. in Lakhs)

Particulars	202526	202425	YOY growth (%)
Revenue from operations	3,14,866.19	2,51,212.57	25%
Total Operating Expenses	2,95,961.19	2,33,269.65	27%
EBITDA	18,905.00	17,942.92	5%
EBITDA Margin (%)	6.00%	7.14%
Profit Before Tax	7,450.16	7,987.31	(7%)
Profit After Tax	5,501.15	5,619.42	(2%)
PAT Margin (%)	1.74%	2.22%

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 Rs. 10 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 Rs. 642.06 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 paidup Equity Shares of your Company to the Acquirer, representing 23.09% of the paidup 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 paidup 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 Rs.10,925 Crore.

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

Development works at SVPI Airport, Ahmedabad amounting Rs. 2,299 Crore.

Matunga Rehab Building, Mumbai worth Rs. 2,026 Crore.

Mahim Renewal Building at Dharavi, Mumbai worth Rs. 1,303 Crore.

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 202526. The major/ prestigious projects completed during the year includes the following:

State of the Art ‘Veer Savarkar Sports Complex under Khelo India Scheme, Ahmedabad

Industrial Project ‘Chocolate Plant – Project Ocean (Phase – II & III) for Nestle, Ahmedabad

Institutional Project ‘Indian Institute of Management Studies, Ahmedabad (IIMA)

Raft Foundation for Umiyadham Temple for Vishv Umiya Foundation, Ahmedabad

State of the Art ‘World Heritage Experimental Archaeological Museum at Vadnagar

High Rise Residential Project ‘Aster at Shantigram, Ahmedabad

High Rise Residential Project ‘Sky City at Shela, Ahmedabad

Commercial Project ‘Money Plant Junction at Ahmedabad As of March 31, 2026, the value of work on hand stands at H 13,447 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

Category	% of order book
Government	24.61%
Institutional	38.22%
Residential	35.48%
Industrial	1.70%

Geographical Break up

Category	% of order book
Gujarat	69.02%
Karnataka	1.27%
Maharashtra	24.64%
Delhi	0.92%
Uttar Pradesh	0.54%
Others	3.62%

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:

Life Time Legacy Award to Shri P.S. Patel in Gujarat Nirman Sanman Awards 2025 by Builders Association of India. 2025 Grohe Hurun India Legacy Award for Construction Excellence to PSP Projects Limited by Hurun India.

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.

TechForward Builder Award – innovation in construction precast technology for Nestle plant at Sanad in Gujarat Nirman Sanman Awards 2025 by Builders Association of India.

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

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

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

Safety Award by National Safety Council of India – Construction Sector Group – A for Nila Vida highrise Residential Project at Gift City, Gandhinagar.

Safety Award by National Safety Council of India – Construction Sector Group – A for SMC highrise office Building at Surat.

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.

6. Quality, Environment, Health and Safety

Your Companys 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 safetyoriented 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 longterm 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 Companys website on https://www.pspprojects.com/wpcontent/uploads/2023/06/DividendDistributionPolicy.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:

Dividend for the Financial Year	Date of Declaration of Dividend	Amount of Unpaid/ Unclaimed Dividend (Amount in Rs.)	Corresponding No. of Shares which are liable to transferred to IEPF	Due date of Transfer to IEPF
202223	September 9, 2023	12,901.50	5,229	October 16, 2030
202122	September 27, 2022	43,119.00	8,721	October 30, 2029
202021	September 18, 2021	30,622.00	8,021	October 15, 2028
201920	March 14, 2020	65,135.00	13,027	April 20, 2027
201819	September 18, 2019	46,815.00	9,363	October 25, 2026

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/trackrecordofdividend/ 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 201718 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/trackrecordofdividend/

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 Rs.10 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/trackrecordofdividend/

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 Companys Long term/Short term bank facilities are as under:

Facilities	Amount (Rs. in Crore)	Ratings	Rating Action
Long Term Bank Facilities	155 (Reduced from 158)	CARE A+; Stable	Reaffirmed
Long Term/Short Term Bank Facilities	1,300	CARE A+; Stable / CARE A1	Downgraded from CARE A+; Stable /CARE A1+
Short Term Bank Facilities	92	CARE A1	Downgraded from CARE A1+
Total Bank Facilities	1,547

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 Rs. 50,00,00,000/ representing 5,00,00,000 Equity Shares of face value of Rs. 10/ each and the paidup share capital stood at Rs. 39,64,17,910/ representing 3,96,41,791 Equity Shares of face value of Rs. 10/ each.

As on March 31, 2026, 100% of your Companys 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 Rs.17,107.11 Lakhs and incurred a net profit of Rs. 712.60 Lakhs during the Financial Year 202526.

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 Rs.3.29 Lakhs and incurred a loss of Rs. 15.56 Lakhs.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of Financial Statements of your Companys subsidiaries and joint venture in Form No. AOC1 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/financialperformance/ 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/wpcontent/uploads/2026/02/PolicyonMaterialSubsidiary.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/financialperformance/.

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 subcommittees 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 / Subcommittees.

Statutory Committees:

Audit Committee;

Nomination and Remuneration Committee;

Stakeholder Relationship Committee;

Corporate Social Responsibility Committee;

Risk Management Committee;

Independent Directors Committee (IDC)

Governance Committees:

ESG Steering Committee;

Fund Raising Committee;

Management Committee; and

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 NonExecutive Non Independent Director of your Company for a period of five years w.e.f August 05, 2025 and he was regularised as NonExecutive NonIndependent 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 NonExecutive Independent Director of your Company for a period of five years w.e.f September 01, 2025 and regularised as NonExecutive 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 handson, 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.

Reappointment 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 reappointment. Your Board recommends his reappointment.

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/wpcontent/ uploads/2026/02/TermsandConditionsforIndependentDirectors.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/wpcontent/uploads/2026/04/PolicyonFamilirisationProgrammeUPDATED1.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/wpcontent/uploads/2026/02/WhistleBlowerPolicy. 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 Companys shares by your Companys 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 Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The PIT Code cover your Companys 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/wpcontent/uploads/2023/06/CodeofFairDisclosureofUPSI.pdf.

21. Directors Responsibility Statement

Pursuant to the requirement under clause (c) of SubSection (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 selfexplanatory 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 202526 to 202930 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 202526 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 selfexplanatory 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 202526 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 202627 and your Company has received consent for their reappointment 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. AAG0878) 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 202526. 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 reappointed Manubhai & Shah LLP, Chartered Accountants, Ahmedabad (LLP identity No. AAG0878) as the Internal Auditor of your Company for the financial year 202627 and your Company has also received consent for their reappointment 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, NonExecutive NonIndependent 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 202526 is annexed as Annexure B.

During the year under review, CSR obligation for your Company for Financial Year 2025-26 wa Rs. 320.29 Lakhs and your Company has spent a total amount of Rs. 379.96 Lakhs towards its CSR obligation. Further, during the year under review, your Company has set off excess amount of Rs. 1.29 Lakhs, an excess amount spent on CSR activities during financial year 202425 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 202526. The Chief Financial Officer of your Company has certified that CSR spends of financial year 202526 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/wpcontent/ uploads/2023/06/CSRPolicy.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 Companys 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/ wpcontent/uploads/2026/02/PolicyofNominationandRemuneration.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 NonIndependent Directors, the Board as a whole and Chairperson of your Company was evaluated, considering the views of Executive Directors and NonExecutive 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 202526 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/ wpcontent/uploads/2025/02/PolicyonMaterialityofRPT_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 arms 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 Companys 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 wellbeing 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 inline with the threat scenarios. Your Companys 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 onetime 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 Companys objectives, expectations or predictions may be forwardlooking 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 Companys 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)