PSP Projects Ltd

Your Directors have the pleasure in presenting the Sixteenth (16^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, 2024.

1. Financial Highlights

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

Financial Highlights: (kin Lakhs, except per equity share data)

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

2. Financial Performance Review

a) Summary of Standalone Financial Performance

b) Summary of Consolidated Financial Performance

3. Fund raise through QIP

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

4. Operational Performance Review

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

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

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

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

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

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

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

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

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

Your company has successfully completed 222 projects till March 31, 2024, out of which 17 projects were completed during the financial year 2023-24.

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

> Money Plant high street, Ahmedabad;

> Adani Amoga Residential Project, Ahmedabad;

> Reliance Corporate House, Ahmedabad;

> Construction of Adani International school, Ahmedabad;

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

> Surat Smart City Development Command Center;

> Precast warehouses at 4 different locations in Gujarat.

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

Category wise Break up

Geographical Break up

5. Awards and Recognitions

During the period under review, your company was felicitated with an award "Fastest Growing Construction Company in India" (below 2000 Cr. Turnover category) for the fifth consecutive year at the 21^st Construction World Global Awards, 2023. Your company was also felicitated with the "Contractor of the year" award for 500 Crore or above projects category as well as "Excellence in Construction Sector" award for the project "Development of Shri Kashi Vishwanath Dham" by the Gujarat Contractors Association Awards & Vibrant Summit, 2023.

6. Quality, Environment, Health and Safety

Your company's continual commitment to safety, health, environment and quality management is achieved through implementation of an integrated management system in accordance with ISO

9001:2015, ISO 14001:2015 and ISO 45001:2018. Your company is conscious of its responsibility for creating, maintaining and ensuring safe and clean environment, reduce health and safety hazards through application of safety-oriented technology and adopting safe work practices for sustainable development.

7. Material changes and commitments, if any affecting the financial position of the company occurred between the end of financial year to which this financial statements relate and date of the report There have been no material changes and commitments, which affects the financial position of your Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report except raising of funds through Qualified institutional Placement and the development with regard to litigations, the details of which are given below:

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

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

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

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

8. Dividend

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

a) Unpaid/Unclaimed Dividend

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

The Statement containing the names, last known addresses, amount of dividend to be paid to the members and due date of transfer to the fund and the details of Nodal Officer as per IEPF Rules are available on the website of the company at https://www.pspprojects.com/track-record-of-dividend/.

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

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

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

9. Appropriations

a) Transfer to Reserves

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

b) Public Deposits

During the year under review, your Company has not accepted any deposits from public or member of the Company under Chapter V of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. Thus, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2024.

10. Credit Rating

The details of ratings assigned/reaffirmed by the CARE Ratings Limited during the year under review for you 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, 2024, the Authorized Share Capital of the company stood at T 50,00,00,000/- representing 5,00,00,000 Equity Shares of face value of T10/- each and the paid up share capital stood at T 36,00,00,000/- representing 3,60,00,000 Equity Shares of face value of T10/- each.

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

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

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

12. Performance of Subsidiaries /Joint Venture

Your Company has two wholly owned subsidiaries viz. PSP Projects & Proactive Constructions Private Limited and PSP Foundation, and one joint venture viz. GDCL & PSP Joint Venture as on March 31, 2024. There is no associate company that falls within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries and Joint Venture during the period under review.

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

PSP Projects & Proactive Constructions Private Limited

PSP Projects & Proactive Constructions Private Limited ("PSP Proactive") is a wholly owned subsidiary of the company. PSP Proactive has earned a total income of T5,127.45 Lakhs and incurred a net loss of of T92.64 Lakhs during the financial year 2023-24.

PSP Foundation

PSP Foundation was incorporated as a wholly owned subsidiary under section 8 of the Act to promote and support CSR activities of your company. Your Company holds 100% shares in PSP Foundation with one nominee shareholder holding one share on behalf of the company.

GDCL & PSP Joint Venture

As on March 31, 2024, GDCL & PSP Joint Venture has earned a total income of T28.47 Lakhs and incurred a loss of T99.03 Lakhs.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the 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, 2024, your Company does not have any material subsidiary pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy for determining material subsidiaries is available on the website of the company at https://www.pspprojects.com/wp- content/uploads/2023/06/Policy-on-Material- Subsidiary.pdf

13. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available on the website of the company at https://www.pspprojects.com/ financial-performance/

14. Committees of the Board

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee;

f) ESG Steering Committee;

g) Fund Raising Committee; and

h) Management Committee.

Details of terms of reference of the Committees, Committee membership, changes and attendance of members at meetings of the Committees are included in the Corporate Governance Report, which forms part of this Annual Report.

15. Directors and Key Managerial Personnel

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

The Board, at its meeting held on August 2, 2024, re-appointed Mr. Prahaladbhai S. Patel (DIN: 00037633) as Chairman, Managing Director and CEO and Mr. Sagar P. Patel (DIN: 07168126) as Executive Director w.e.f. July 9, 2025 and November 1, 2024 respectively subject to approval of shareholders in the ensuing AGM.

Mrs. Swati H. Mehta (DIN: 00541632) was appointed as an Additional Non-Executive Independent Director of the Company for a period of five years w.e.f August 2, 2024. It is proposed to appoint her as an Independent Director in the ensuing AGM.

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

All the Independent Directors of your Company have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The terms and conditions of appointment of the Independent Directors are available on the website of the company at https://www.pspprojects. com/wp-content/uploads/2023/06/Terms-and- Conditions-for-Independent-Directors.pdf

None of the Directors of your Company are disqualified under the provisions of Section 164(2) (a) and (b) of the Companies Act, 2013.

None of the Managing Director, Whole-time Director/Executive Director of the Company receive any remuneration or commission from any of its subsidiaries.

As on date of this report, Mr. Prahaladbhai S. Patel, Chairman, Managing Director & Chief Executive Officer, Ms. Pooja P. Patel, Whole Time Director, Mrs. Hetal Patel, Chief Financial Officer and Mr. Kenan Patel, Company Secretary and Compliance Officer are the Key Managerial Personnel of the company. During the year under review, there were no changes to the Key Managerial Personnel of the Company.

16. Confirmation by directors regarding directorship/ committee positions

Based on the disclosures received, none of the Directors on the Board holds directorships in more than ten public companies and more than seven listed entities, and none of the Independent Directors served as an Independent Director in more than seven listed entities as on March 31, 2024. Further, no Whole Time Director served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2024, have been made by the Directors and have been reported in the Corporate Governance Report and forms part of the Annual Report.

17. Meetings of the Board

During the year under review, the Board met four times viz. on May 18, 2023, August 2, 2024, November 2, 2023, and February 9, 2024. The necessary quorum was present during all the meetings.

The intervening gap of the board meetings were within the period as prescribed under the

Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations made by the Audit Committee were accepted by the Board of Directors at their respective meetings.

18. Programme for familiarisation of Directors

The policy and details of the Familiarisation Programmes held for Independent Directors of the company are available on the website of the company at https://www.pspprojects. com/wp-content/uploads/2024/05/Policy-on- Familirisation-Programme-UPDATED.pdf .

19. Vigil Mechanism / Whistle Blower

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

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

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

20. Director's Responsibility Statement

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, 2024, the applicable accounting standards have been followed and there is no material departure from the same;

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

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

d) the directors have prepared the annual accounts for the financial year ended March 31, 2024 on a going concern basis;

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

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

21. Auditors & their Reports

a) Statutory Auditors

M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad (FRN: 104744W) and M/s. Prakash B. Sheth & Co., Chartered Accountants, Ahmedabad (FRN: 108069W) were appointed as the Joint Statutory Auditors of your company at the 15^th Annual General Meeting held on September 9, 2023 for a term of five consecutive years and they hold the office till the conclusion of ensuing 20^th Annual General Meeting.

The Joint Statutory Auditors have confirmed that their appointment is within the limits as specified in section 141 of the Companies Act, 2013 and they are not disqualified from continuing as Statutory Auditors of the Company until end of their current tenure. The report of the Joint Statutory Auditors along with Notes to Accounts forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by Joint Statutory Auditors of the company in their report for the financial year ended March 31, 2024.

b) Secretarial Auditor

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

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

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

c) Cost Auditor

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are being prepared and records have been maintained. M/s. K V M & Co., Cost Accountant (FRN: 000458) carried out the Cost Audit for the financial year 2023-24 as the Cost Auditors of the Company.

Further, as per section 148 read with Companies (Audit and Auditors) Rules, 2014, the board of directors of the Company have appointed of M/s. K V M & Co., Cost Accountant (FRN: 000458) as the Cost Auditor of your Company for the financial year 2024-25 and the Company has received consent for their re-appointment as the Cost Auditors of the Company to that effect.

The remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, a resolution seeking members' ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing 16^th Annual General Meeting.

d) Internal Auditor

Manubhai & Shah LLP, Chartered Accountants, Ahmedabad (LLP identity No. AAG-0878) continued to be the Internal Auditors of the company as per the provisions of Section 138 of the Companies Act, 2013 for conducting the internal audit of the company for the financial year 2023-24. The Internal Audit Reports issued by Manubhai & Shah LLP are submitted to the Audit Committee and Board of directors on quarterly basis.

Further, as per section 138(1) read with Companies (Accounts) Rules, 2014, the board of directors of the Company have re-appointed of Manubhai & Shah LLP, Chartered Accountants, Ahmedabad (LLP identity No. AAG-0878) as the Internal Auditor of your Company for the financial year 2024-25 and the Company has also received consent for their re-appointment as the Internal Auditors of the Company to that effect.

22.Corporate Social Responsibility

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

As per the requirements of Section 135 of the Act pertaining to Corporate Social Responsibility ("CSR"), the Company has duly constituted a Corporate Social Responsibility Committee ("CSR Committee"), which comprised of Mr. Sandeep H. Shah, Independent Director (Chairman), Mr. Prahaladbhai S. Patel, Chairman and Managing Director (Member) and Ms. Pooja P. Patel, Wholetime Director (Member) of the company as on March 31, 2024. Further details regarding CSR Committee are included in the Corporate Governance Report which forms part of this Annual Report. Annual Report on CSR Activities for the financial year 2023-24 is annexed as Annexure B.

During the year under review, your company has utilised a total amount of Rs.356.84 Lakhs towards its CSR Obligation as on March 31, 2024. Further, during the year under review, the company has spent excess amount of Rs.1.75 Lakhs, (after adjusting the excess amount of Rs. 37,587/- spent during the previous year 2022-23) which will be available for set-off in succeeding three financial years as per the provisions of Section 135(5) of the Companies Act, 2013 read with Rule 7(3) of the Companies (Corporate Social responsibility) Rules, 2014 as amended from time to time.

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

23.Secretarial Standards

During the year under review, your company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government as per Section 118 (10) of the Companies Act, 2013.

24. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section, which forms part of this Annual Report.

25. Corporate Governance Report

The Corporate Governance Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with the Certificate from the Practicing Company Secretaries regarding compliance of conditions of Corporate Governance is presented under a separate section, which forms part of this Annual Report.

26. Business Responsibility andSustainability Report

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

27. Nomination and Remuneration Policy

The Nomination and Remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel as per Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time is available on the website of the Company at https://www. pspprojects.com/wp-content/uploads/2023/06/ Nomination-and-Remuneration-Policy.pdf

The board of directors of the Company affirm that the remuneration paid to the Executive Directors of your company is as per the Nomination and Remuneration policy adopted by your company.

28. Performance Evaluation

In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Annual Performance Evaluation was conducted

for all Board Members as well as the working of the Board and its Committees through structured questionnaires.

The exercise was carried out based on the criteria prescribed by the Nomination and Remuneration committee and in accordance with the guidance notes issued by SEBI on Annual Performance Evaluation of board, committees and directors through questionnaire designed with qualitative parameters and feedback based on ratings.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and Chairperson of the Company was evaluated, taking into account the views of executive directors and non-executive directors, while the performance evaluation of the Independent Directors was carried out by the entire Board.

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

29. Particulars of Loans, Guarantees or Investments

Details of the loans, guarantees, investments and securities covered under Section 186 of the Companies Act, 2013 for the financial year under review are given in the notes to the financial statements forming part of this Annual Report.

30. Particulars of contracts or arrangements with Related parties

Your Company has formulated a policy on materiality of related party transactions which is available on the website of the company at https://www.pspprojects.com/wp-content/ uploads/2023/06/Policy-on-Materiality-of-RPT. pdf

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

31. Risk Management and Internal control system and their adequacy

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

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

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

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

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

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

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

32. Policy on prevention of sexual harassment at workplace

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

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

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

33. Reporting of frauds

During the year under review, the Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and hence, there is nothing to report by the Board of Directors under Section 134 (3) (ca) of the Companies Act, 2013.

34. Particulars of employees

The Company had 1969 employees on a standalone basis as at March 31, 2024. The information as required under Section 197(12) read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is annexed to this report as Annexure C.

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

The Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure D.

36.Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your 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.

37.Other Disclosures

During the year under review:

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

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

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

38.Caution Statement

The statements in the Directors' Report and the Management Discussion and Analysis Report describing the Company's objectives, expectations or predictions may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Crucial factors that could influence the Company's operations include supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors that are material to the business operations of the Company.

39. Appreciations and Acknowledgements

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

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

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