PSP Projects Ltd

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

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

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

(Rs. in Lakhs)

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 the Company, representing up to 26% of the Voting Share Capital from the Public Shareholders of the 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 open offer. The Adani Infra (India) Limited (“Acquirer”), has acquired 44,86,193 equity shares pursuant to the Open Offer, representing 11.32% of the paid up equity share capital of the Company.

The Company raised Rs.244.00 crores through Qualified Institutions Placement (QIP) in the financial year 2024-25. The funds raised from the Qualified Institutions Placement (QIP) have been deployed in alignment with the objectives outlined in our offer document and entire amount of funds raised through Qualified Institutions Placement (QIP) have been utilised for the purpose as mentioned in the Placement Document.

During the year under review, your company received new work orders worth Rs.3,506 Crores.

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

• Palladium Mall & Multiplex at Surat worth Rs.229 Cr.

• The Coca-Cola Project "Himalaya" at Sanand worth Rs.484 Cr.

• Biggest Residential Project in GIFT City - "Siban” worth Rs.270 Cr.

• City Side Development at Ahmedabad Airport worth Rs.647 Cr.

• Airside and landside Development works at Ahmedabad International Airport worth Rs.223 Cr.

• Adani Medicity & Research Centre worth Rs.412 Cr.

• Hotel & Commercial project at Bangalore, Karnataka worth Rs.389 Cr.

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

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

• Atal Medical University at Lucknow

• Medical College & Hospital at Auraiya, U.P

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

• Medical College & Hospital at Lalitpur, U.P

• Medical College & Hospital at Sonbhadra, U.P

• Medical College & Hospital at Sultanpur, U.P

• Medical College & Hospital at Kushinagar, U.P

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

As of March 31, 2025, the value of work on hand stands at Rs.7,266 Crores, including 58 projects under execution spread over Gujarat, Karnataka, Rajasthan, Uttar Pradesh. The category wise and geographical wise breakup of the order book is as under:

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

- Private Sector (Commercial) and Business Builder

- Green Visionary Award for the Project Surat Diamond Bourse at Khajod, Surat along with Tech-Forward Builder Award-Innovation in Construction Precast Technology and Civic Space Creator Award - Govt./Semi Govt. (commercial) awards for Sports Complex at Naranpura, Ahmedabad and INDUSTRY INNOVATOR-PRIVATE SECTOR (INDUSTRIAL) awards for Projects Nestle Plant at Sanand, respectively by Gujarat Nirman Sanman Awards - 2025.

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.

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

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

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

The details of total amount lying in the Unpaid Dividend Account of the company as on March 31, 2025 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 Shareholders are therefore encouraged to verify their records and claim their dividends, if not claimed.

Members are hereby informed that under the Act, the Company is required to transfer the dividend which remains unpaid or unclaimed for a period of seven consecutive years or more to the IEPF. In view of the same, dividend of Rs.15,028/- pertaining to FY 2016-17 which remained unpaid or unclaimed was transferred to the IEPF Authority in the month of November, 2024.

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

Pursuant to provisions of Section 124(6) of the Act read with Rule 6 of the IEPF Rules (as amended from time to time), shares on which dividend has been unpaid or unclaimed by a shareholder for a period of seven consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like dividend, bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholder from IEPFA by following the procedure prescribed under the aforesaid rules.

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

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

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

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:

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

As on March 31, 2025, the Authorized Share Capital of the company stood at Rs.50,00,00,000/- representing 5,00,00,000 Equity Shares of face value of Rs.10/- each and the paid up share capital stood at Rs.39,64,17,910 /- representing 3,96,41,791 Equity Shares of face value of Rs.10/- each.

The Company issued 36,41,791 Equity Shares of Rs.10/- each to Qualified Institutional Investors under QIP route during the Financial Year. Post this allotment through QIP, the paid up share Capital of the Company increased from Rs.36,00,00,000 representing 360,00,000 Equity Shares of face value of Rs.10/- each to at Rs.39,64,17,910 representing 3,96,41,791 Equity Shares of face value of Rs.10/- each.

As on March 31, 2025, 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.

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

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

PSP Projects & Proactive Constructions Private Limited (“PSP Proactive”) is a wholly owned subsidiary of the company PSP Proactive has earned a total income of Rs.5,255 Lakhs and incurred a net loss of C0.51 Lakhs during the financial year 2024-25.

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.

As on March 31, 2025, GDCL & PSP Joint Venture has earned a total income of Rs.18.62 Lakhs and incurred a loss of Rs.314.78 Lakhs.

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

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

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

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

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, 2025, the Board has constituted the following committees/subcommittees.

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholder Relationship Committee;

• Corporate Social Responsibility Committee;

• Risk Management Committee;

• Independent Directors Committee (IDC)

• ESG Steering Committee;

• Fund Raising Committee; and

• 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.

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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

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

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

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

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

The Joint Statutory Auditors have confirmed that their appointment is within the limits as specified in section 141 of the Companies Act, 2013 and they are not disqualified from continuing as Statutory Auditors of the Company until end of their current tenure. The report of the Joint Statutory Auditors along with Notes to Accounts forms part of this Annual Report. The observations/remarks, if any of the Joint Statutory Auditors of the company in their report for the financial year ended March 31, 2025 are self-explanatory and does not require any further explanation/comments of the Board of directors.

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

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

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

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

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

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

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

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

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

During the year under review, CSR Obligation for your Company for 2024-25 was Rs.405.15 and your company has spent a total amount of Rs.404.68 Lakhs towards its CSR Obligation. Further, during the year under review, the company has set off excess amount of Rs.1.75 Lakhs, an excess amount spent on CSR Activities during financial year 2023-24 as per the provisions of Section 135(5) of the Companies Act, 2013 read with Rule 7(3) of the Companies (Corporate Social responsibility) Rules, 2014 as amended from time to time. There was no any unspent amount during the financial year 2024-25.

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

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.

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.

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.

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.

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.

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 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.

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.

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

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

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

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

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

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

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

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

The Board of Directors of your Company has laid down internal financial controls being followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, business continuity, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

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

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

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

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

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

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.

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

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.

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

During the year under review:

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

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

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

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

The statements in the Directors' Report and the Management Discussion and Analysis Report describing the Company's 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 the Company's operations include supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors that are material to the business operations of the Company.

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

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

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

Chairman, Managing Director & CEO

(DIN: 00037633)

Date: July 30, 2025

Place: Ahmedabad.