PSP Projects Limited — AGM Information 2022

Sep 5, 2022

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Ref No: PSPPROJECT/SE/45/22-23 Corporate Relations Department BSE Limited Floor 25, P.J. Towers, Dalal Street, Mumbai- 400 001 Scrip code: 540544

September 05, 2022 Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 Scrip Symbol: PSPPROJECT

Dear Sir/Madam,

Subject: Notice of 14[th] Annual General Meeting scheduled on September 27, 2022

We would like to inform you that the 14[th ] Annual General Meeting (AGM) of the company is scheduled to be held on Tuesday, September 27, 2022 at 11:00 a.m. IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).

The copy of the Notice of the 14[th] AGM of the company is enclosed herewith.

The schedule for remote e-voting/ e-voting during the AGM is as under:

Particulars	Date & Time
Cut-off date for e-voting/ attending& e-votingduringthe AGM	September 20, 2022
Commencement of Remote e-voting	Saturday,September 24,2022 at 9:00 A.M.(IST)
End of Remote e-voting	Monday,September 26,2022 at 5:00 P.M(IST)
AGM date	Tuesday,September 27,2022 at 11:00 A.M.(IST)

The said Notice of AGM is also available on the Company’s website at www.pspprojects.com.

Kindly take the same on your record.

Thanking You,

Yours faithfully,

For PSP Projects Limited

Digitally signed by PATEL KENAN DN: c=IN, o=Personal, 2.5.4.20=75d45990abfff693ced1fc52f5c3245b682612d PATEL e4bc1676497db4899435198c2, postalCode=380051, st=GUJARAT, serialNumber=45dc4e75528aa107fde7a5b78f653ac1a d796bd2d9b529c6b56afe4b78e5bea9, cn=PATEL KENAN, l=AHMEDABAD, title=5479, KENAN pseudonym=547920201021163550752 Date: 2022.09.05 21:36:27 +05'30' Kenan Patel Company Secretary & Compliance Officer

Encl.: As above

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NOTICE

PSP PROJECTS LIMITED

CIN: L45201GJ2008PLC054868 Registered Office: ‘PSP House’, Opp. Celesta Courtyard, Opp. Lane of Vikramnagar Colony, Iscon-Ambli Road, Ahmedabad - 380058 Tel No.: +91 79 26936200 / +91 79 26936300 / +91 9512044644 Website: www.pspprojects.com, E-mail: grievance@pspprojects.com

Notice of the 14[th] Annual General Meeting

Notice is hereby given that the Fourteenth (14[th] ) Annual General Meeting (‘AGM’) of the members of PSP Projects Limited (“the Company”) will be held on Tuesday, September 27, 2022 at 11:00 a.m. IST through Video Conferencing or Other Audio Visual Means (“VC/OAVM”) and the venue of the meeting shall be deemed to be the Registered Office of the company at ‘PSP House’, Opp. Celesta Courtyard, Opp. Lane of Vikramnagar Colony, Iscon-Ambli Road, Ahmedabad – 380058, Gujarat to transact the following businesses:

Ordinary Businesses

Item No. 1 - To receive, consider and adopt –

• a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022, together with the Reports of the Board of Directors and the Auditors thereon;

• b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2022, together with the Reports of Auditors thereon.

Item No. 2 - To declare a Final Dividend of H 5/- per fully paid equity share for the financial year ended March 31, 2022.

Item No. 3 - To appoint a director in place of Mr. Prahaladbhai S. Patel (DIN: 00037633), who retires by rotation and being eligible, offers himself for reappointment.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Prahaladbhai S. Patel (DIN: 00037633) who retires by rotation and being eligible offers himself for re-appointment, be and is hereby reappointed as a director of the company.”

Special Businesses

Item No. 4 - To appoint Mrs. Achala M. Patel (DIN: 00914990) as Non-Executive Independent Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and 160 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), and the rules framed thereunder, the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company, and recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mrs. Achala M. Patel (DIN: 00914990), who was appointed as an Additional Director of the Company (in the capacity of Non-Executive Independent Director) by the Board of Directors with effect from July 14, 2022 in terms of Section 161 of the Act, and in respect of whom the Company has received a notice from a Member proposing her candidature for the office of Director and who has submitted a declaration that she meets the criteria of independence as prescribed under the Act and the Listing Regulations and being eligible for appointment as an Independent Director, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from July 14, 2022 to July 13, 2027 (both days inclusive).

Item No. 5 - To revise the terms of Remuneration payable to Ms. Pooja P. Patel (DIN: 07168083), Whole Time Director of the company

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT in modification to the earlier resolution passed by the members at the 12[th] Annual General Meeting held on September 18, 2020, and pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Schedule V of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and any subsequent amendment / modification in the Rules, Act and/or applicable laws in this regard and pursuant to the provisions of Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulations, if any and recommendation of the Nomination and Remuneration Committee and the Board of Directors, the approval of the members of the company be and is hereby accorded to revise the terms of remuneration payable to Ms. Pooja P. Patel (DIN: 07168083),Whole Time director of the company by way of salary, allowances and perquisites for the remaining tenure of her appointment

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for five years originally commenced from September 01, 2020, detailed as under:

a) Salary

• H 20,00,000/- per month, with such increment and an ex-gratia payment/performance bonus as may be recommended by the Nomination and Remuneration Committee and approved by the board of directors at its absolute discretion from time to time with the total remuneration (salary, perquisites, allowance, and benefits) payable in any financial year not exceeding 5% of the Net Profits of the company computed as per Section 198 of the Companies Act, 2013 during her remaining tenure.

• v. Ms. Pooja P. Patel shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors;

• vi. Ms. Pooja P. Patel shall adhere to the Company’s Code of Conduct;

• vii. Her office shall be liable to termination with 3 months’ notice from either side;

• viii. The terms and conditions of her remuneration may be altered, amended, varied and modified from time to time by the Board or Committee thereof as it may be permissible and if deem fit subject to overall ceilings stipulated in Section 197 of the Companies Act, 2013.

b) Perquisites & Allowances

• Use of Car with Driver: Ms. Pooja Patel shall be entitled to a car with driver for business and personal use. In addition, she shall also be entitled for running and maintenance expenses of another car owned by, or leased/ rented to, the Whole Time Director for business and personal use.

• Other perquisites and allowances and such other payments in the nature of perquisites, benefits and allowances as per the rules of the company in force from time to time or as may otherwise be decided by the Board.

c) Commission

In addition to the salary, perquisites and allowances payable, a commission, as may be decided by the Board of Directors at the end of each financial year calculated with reference to the net profits of the Company, subject to the overall ceiling stipulated in Sections 197, 198 read with Schedule V of the Companies Act, 2013 (including any subsequent amendment/ modification in the Rules, Act and/or applicable laws in this regard) may also be paid to her.

d) Other Terms and Conditions

• i. Ms. Pooja P. Patel shall be liable to retire by rotation whilst she continues to hold office of Whole Time Director and her retirement will not break her length of service;

• ii. Ms. Pooja P. Patel shall be entitled to the reimbursement of expenses actually and properly incurred by her, in the course of legitimate business of the Company and traveling, hotel and other expenses incurred by her in India and abroad, exclusively for the business of the Company;

• iii. Ms. Pooja P. Patel will not be entitled to sitting fees for attending meetings of the Board and or Committees thereof;

• iv. In addition to salary, allowances and perquisites, Ms. Pooja Patel shall be entitled to leave encashment and payment of Gratuity at the end of her tenure.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year, the Company shall pay in respect of such financial year, the remuneration paid for immediately preceding financial year as minimum remuneration by way of salary, allowances, perquisites and other benefits, subject to the provisions of Schedule V of the Act and subject to necessary approvals, if any.

RESOLVED FURTHER THAT in the event of any statutory amendment or modification by the Central Government to Schedule V or any applicable provisions of the Companies Act, 2013, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee be and is hereby authorized to vary and alter the terms of appointment including salary, commission, perquisites, allowances etc. payable to Ms. Pooja P. Patel within such prescribed limit or ceiling specified under Section 197 read with Schedule V of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force).

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized do all such acts, deeds and things, as the board may, in its absolute discretion, consider necessary, expedient or desirable including power to sub-delegate, in order to give effect to this resolution or as otherwise considered by the board of directors to be in the best interest of the Company, as it may deem fit.”

Item No. 6 - Revision in the terms of Remuneration payable to Mr. Sagar P. Patel (DIN: 07168126), Executive Director of the company

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT in modification to the earlier resolutions passed by the members through Postal Ballot on November 25, 2019 and 12[th] Annual General Meeting held on September 18, 2020, and pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Schedule

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NOTICE

V of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and any subsequent amendment / modification in the Rules, Act and/or applicable laws in this regard and pursuant to the provisions of Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulations, if any, and the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the approval of the members of the company be and is hereby accorded to revise the terms of remuneration payable to Mr. Sagar P. Patel (DIN: 07168126), Executive Director of the company by way of salary, allowances and perquisites for the remaining tenure of his appointment of five years originally commenced from November 01, 2019, detailed as under:

a) Salary

• H 20,00,000/- per month, with such increment and an ex-gratia payment/performance bonus as may be recommended by the Nomination and Remuneration Committee and approved by the board of directors at its absolute discretion from time to time with the total remuneration (salary, perquisites, allowance, and benefits) payable in any financial year not exceeding 5% of the Net Profits of the company computed as per Section 198 of the Companies Act, 2013 during his remaining tenure.

b) Perquisites & Allowances

• Use of Car with Driver: Mr. Sagar Patel shall be entitled to a car with driver for business and personal use. In addition, he shall also be entitled for running and maintenance expenses of another car owned by, or leased/ rented to, the Executive Director for business and personal use.

• Other perquisites and allowances and such other payments in the nature of perquisites, benefits and allowances as per the rules of the company in force from time to time or as may otherwise be decided by the Board.

c) Commission:

• In addition to the salary, perquisites and allowances payable, a commission, as may be decided by the Board of Directors at the end of each financial year calculated with reference to the net profits of the Company, subject to the overall ceiling stipulated in Sections 197, 198 read with Schedule V of the Companies Act, 2013 (including any subsequent amendment/ modification in the Rules, Act and/or applicable laws in this regard) may also be paid to him.

d) Other Terms and Conditions:

• i. Mr. Sagar P. Patel shall be liable to retire by rotation whilst he continues to hold office of Executive Director and his retirement will not break his length of service;

• ii. Mr. Sagar P. Patel shall be entitled to the reimbursement of expenses actually and properly incurred by him, in the course of legitimate business of the Company and traveling, hotel and other expenses incurred by him in India and abroad, exclusively for the business of the Company;

• iii. Mr. Sagar P. Patel will not be entitled to sitting fees for attending meetings of the Board and or Committees thereof;

• iv. In addition to salary, allowances and perquisites, Mr. Sagar Patel shall be entitled to leave encashment and payment of Gratuity at the end of his tenure.

• v. Mr. Sagar P. Patel shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors;

• vi. Mr. Sagar P. Patel shall adhere to the Company’s Code of Conduct;

• vii. His office shall be liable to termination with 3 months’ notice from either side;

• viii. The terms and conditions of her may be altered, amended, varied and modified from time to time by the Board or Committee thereof as it may be permissible and if deem fit subject to overall ceilings stipulated in Section 197 of the Companies Act, 2013.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year, the Company shall pay in respect of such financial year, the remuneration paid for immediately preceding financial year as minimum remuneration by way of salary, allowances, perquisites and other benefits, subject to the provisions of Schedule V of the Act and subject to necessary approvals, if any.

RESOLVED FURTHER THAT in the event of any statutory amendment or modification by the Central Government to Schedule V or any applicable provisions of the Companies Act, 2013, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee be and is hereby authorized to vary and alter the terms of appointment including salary, commission, perquisites, allowances etc. payable to Mr. Sagar P. Patel within such prescribed limit or ceiling specified under Section 197 read with Schedule V of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force).

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized do all such acts, deeds and things, as the board may, in its absolute discretion, consider necessary, expedient or desirable including power to sub-delegate, in order to give effect to this resolution or as otherwise considered by the board of directors to be in the best interest of the Company, as it may deem fit.”

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Item No. 7 - Ratification of Cost Auditors’ remuneration.

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration of H 93,000/- (Rupees Ninety Three Thousand only) plus applicable taxes and reimbursement of out of pocket expenses at actuals, if any, incurred in connection with the audit, as recommended by the Audit Committee and approved by the Board of Directors, payable to M/s. K V M & Co. Cost Accountants (Firm Registration No. 000458) to act as Cost Auditors to conduct the audit of the relevant cost records of the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to

time, for the financial year ending March 31, 2023 be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT any of the directors of the Company be and are hereby severally authorised to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors PSP Projects Limited

Date: August 09, 2022 Kenan Patel Place: Ahmedabad Company Secretary Membership No.: ACS 39981

Registered office: ‘PSP House’, Opp. Celesta Courtyard, Opp. Lane of Vikramnagar Colony, Iscon-Ambli Road, Ahmedabad – 380058 CIN: L45201GJ2008PLC054868

NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘the Act’) relating to the Special Businesses to be transacted at the Annual General Meeting (‘AGM’) is annexed hereto. The Board of Directors at its meeting held on August 09, 2022 considered and decided to include Item Nos. 4, 5, 6 & 7 as given above as Special Businesses in the forthcoming AGM, as they are unavoidable in nature. The relevant details, pursuant to 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of directors seeking appointment/reappointment at the ensuing Annual General Meeting is also annexed to this Notice.

2. In view of continuing outbreak of COVID-19 pandemic, and the need of ensuring social distancing and pursuant to the the Ministry of Corporate Affairs (“MCA”) General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, the latest being 02/2022 dated May 5, 2022 and Securities Exchange Board of India (SEBI) vide its Circular No. SEBI/HO/CFD/CMD2/ CIRP/P/2022/62 dated May 13, 2022, and other applicable circulars issued in this regard (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold AGM through VC/OAVM, without the physical presence of members at a common venue. Hence, the ensuing 14[th] AGM of the company is being conducted through VC/OAVM.

3. As the AGM is being held in accordance with the Circulars through VC/AOVM, the facility for appointment of proxies by the members will not be

available for this 14[th] AGM and hence, the Attendance Slip, Proxy Form and the route map are not annexed to this Notice. Moreover, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.

1. In compliance with the Circulars, Notice of the AGM along with the Annual Report is being sent only through electronic mode to those Members whose email addresses are registered with the Company / Depositories. Members may note that the Notice and Annual Report will also be available on the Company’s website www.pspprojects.com, website of stock exchanges i.e. BSE Limited at www.bseindia. com and National Stock Exchange of India Limited at www.nseindia.com and on the website of National Securities Depository Limited at www.evoting.nsdl. com.

2. Participation of members through VC/OAVM will be reckoned for the purpose of quorum for the AGM as per section 103 of the Companies Act, 2013.

3. All the applicable Statutory records and other documents, if any referred to in the accompanying notice of the 14[th] AGM and the Explanatory Statements and other applicable statutory records will be available for inspection by the members at the Registered Office of the Company during normal business hours (10.00 a.m. to 6.00 p.m.) on working days up to the date of the AGM i.e. September 27, 2022. Such documents will also be available electronically for inspection by the members from the date of circulation of this notice upto the date of AGM and during the AGM i.e. September 27, 2022. Members seeking to inspect

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NOTICE

such documents can send an email to grievance@ pspprojects.com

1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their respective Depository Participant(s).

2. Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority Letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by an e-mail to rs2003dudhela@yahoo.com with a copy marked to evoting@nsdl.co.in

3. In terms of the provisions of Section 72 of the Act, the facility for making nomination is available for the Shareholders in respect of the shares held by them. Shares of the company being in 100% demat mode, shareholders who have not yet registered their nomination are requested to submit the said details to their Depository Participant(s).

4. Members are requested to address all correspondence, including on dividends, to the Registrar and Share Transfer Agent, KFin Technologies Limited, Unit: PSP Projects Limited, Selenium Tower B. Plot 31-32, Financial, District: Nanakramguda, Serilingampally Mandal, Hyderabad – 500032. Tele. No: 1-800-3094001; email id: einward.ris@kfintech.com.

5. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company within the stipulated timeline. Members can correspond with the Registrar and Share Transfer Agent as mentioned above or the Company Secretary at the Company’s registered office to claim their dividends that remain unclaimed. The details of the unclaimed dividends are also available on the Company’s website at: https:// www.pspprojects.com/track-record-of-dividend/

6. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key

Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

1. The Record date for the purpose of payment of final dividend for the financial year ended March 31, 2022 and AGM is Tuesday, September 20, 2022.

2. The dividend on equity shares, if approved at the AGM, subject to deduction of tax at source would be paid/dispatched on or after Tuesday, September 27, 2022 but before 30 days from the date of AGM to those persons or their mandates whose names appear as Member in the Register of Members as on Tuesday, September 20, 2022 and in the list of Beneficial Owners as on Tuesday, September 20, 2022 to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited for this purpose.

3. Shares of the company being in 100% demat mode, the dividend, if approved, will be paid by crediting the amount in their respective bank accounts as provided by NSDL and CDSL through ECS / NECS / electronic transfer, to all the shareholders having registered relevant bank details or in case of ECS / NECS / electronic payment rejected, dividend will be paid by dividend warrants / demand drafts. Members are requested to ensure that correct bank particulars are registered against their respective depository accounts which will be used by the Company for any payment of dividend. The Company or its Registrar and Transfer Agent, KFin Technologies Limited cannot act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant by the members.

4. Pursuant to the Income-tax Act, 1961, as amended, dividend income is taxable in the hands of members w.e.f. April 01, 2020 and the Company is required to deduct tax at source from dividend paid to members at the prescribed rates. For the prescribed rates for various categories, the members are requested to refer to the Finance Act, 2020 and amendments thereof. The members are requested to update their PAN with the Depository Participants (as total shares of the company are held in Demat mode).

For resident shareholders, taxes shall be deducted at source under Section 194 of the Income Tax Act as follows:

follows:
Shareholders having valid PAN	10% or as notifed by the Government of India
Shareholders not having PAN / valid PAN	20% or as notifed by the Government of India

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However, no tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by them during the financial year 202223 does not exceed H 5,000/- and also in cases where members provide Form 15G / Form 15H (applicable to individuals aged 60 years or more) subject to conditions specified in the Income Tax Act. Resident shareholders may also submit any other document as prescribed under the Income Tax Act to claim a lower / Nil withholding tax. Registered members may also submit any other document as prescribed under the Income Tax Act to claim a lower / Nil withholding tax. PAN is mandatory for members providing Form 15G / 15H or any other document as mentioned above. A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G / 15H, to avail the benefit of non-deduction of tax at source at https://ris. kfintech.com/form15/forms.aspx?q=0.

Non-resident shareholders [including Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors(FPIs)] can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose, the shareholder may submit the above documents (PDF / JPG Format) at https://ris.kfintech.com/form15/forms.aspx?q=0 The aforesaid declarations and documents need to be submitted by the shareholders by Monday, September 12, 2022, 17:30 hours (IST).

1. To support the “Green Initiative”, Members who have not registered their email addresses are requested to register the same with their Depository Participant(s), in respect of shares held.

18. VOTING THROUGH ELECTRONIC MEANS:

• a) Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of Listing Regulations (as amended from time to time), and the Circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India (SEBI), the Company is providing facility of remote e-voting

to its members in respect of the businesses to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as voting on the date of the AGM will be provided by NSDL.

• b) The board of directors have appointed Mr. Rohit S. Dudhela, Practicing Company Secretaries (COP No. 7396) as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

• c) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e. Tuesday, September 20, 2022 only shall be entitled to avail the facility of remote e-voting as well as e-voting system during the AGM. Person who is not member as on the said date should treat this Notice for information purpose only.

• d) The Members who have cast their vote by remote e-voting prior to the AGM may attend the AGM through VC/OAVM but shall not be entitled to cast their vote again.

• e) Those Members, who will be present in the AGM through VC/OAVM and have not casted their vote through remote e-voting and are otherwise not barred from doing this, shall be eligible to vote through e-voting system during the AGM.

19. PROCEDURE AND INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

The remote e-voting period begins on Saturday, September 24, 2022 at 9:00 A.M. and ends on Monday, September 26, 2022 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Tuesday, September 20, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, i.e. Tuesday, September 20, 2022.

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NOTICE

How do I vote electronically using NSDL e-voting system?

The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-voting system

• A) Login method for e-voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

In terms of SEBI circular dated December 9, 2020 on e-voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	1. ExistingIDeASuser can visit the e-services website of NSDL Viz. https:// eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-voting services under value added services. Click on “Access to e-voting” undere-voting servicesand you will be able to see e-voting page. Click on company name or e-voting service provider i.e.NSDLand you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting duringthe meeting.
	2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name ore-voting service provideri.e.NSDLand you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting& votingduringthe meeting.
	4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www. cdslindia.com and click on New System Myeasi.
	2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-voting service provideri.e. NSDL. Click onNSDLto castyour vote.

Individual Shareholders holding securities in demat mode with CDSL

1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www. cdslindia.com and click on New System Myeasi.

2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-voting service provider i.e. NSDL. Click on NSDL to cast your vote.

Annual Report 2021-22 | 7

Type of shareholders	Login Method
	3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-voting is in progress.
Individual Shareholders (holding securities in demat mode login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. upon logging in, you will be able to see e-voting option. Click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider i.e. NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joiningvirtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

through Depository i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia. com or contact at 022- 23058738 or 022-23058542-43

• B) Login Method for e-voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

• How to Log-in to NSDL e-voting website?

• Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.

• Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

• A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

  • Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

• Your User ID details are given below:

Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

8 | PSP Projects Limited

NOTICE

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-voting system.

How to cast your vote electronically and join General Meeting on NSDL e-voting system

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/ OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-voting as the voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority Letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to rs2003dudhela@yahoo.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting. nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and

Annual Report 2021-22 | 9

• e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. As 100% shares of the company are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to grievance@pspprojects.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

2. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

3. In terms of SEBI circular dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-voting facility.

The instructions for members for e-voting on the day of the AGM are as under:

1. The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those members/shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the AGM.

3. Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-voting on the day of the AGM shall be the same person mentioned for remote e-voting.

Instructions for Members for attending the AGM through VC/ OAVM are as under:

• e-voting system. Members may access by following the steps mentioned above for Access to NSDL e-voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the notice to avoid last minute rush.

• Members are encouraged to join the Meeting through Laptops for better experience.

• Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/ folio number, PAN, mobile number at grievance@pspprojects.com latest by September 17, 2022 till 5:00 p.m. IST. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

General Guidelines for shareholders

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting. nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Sarita Mote at evoting@nsdl. co.in

3. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL

10 | PSP Projects Limited

NOTICE

ANNEXURES TO THE NOTICE

Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013.

Item no. 4

Based on the recommendation of the Nomination and Remuneration Committee (‘NRC’), the Board has appointed Mrs. Achala M. Patel (DIN: 00914990) as an Additional Independent Director of the Company not liable to retire by rotation, for a term of five years, i.e., from July 14, 2022 upto July 13, 2027 (both days inclusive), subject to approval by the Members.

Pursuant to the provisions of Section 161(1) of the Act and Article 132 of the Articles of Association of the Company, Mrs. Achala M. Patel holds office up to the date of this AGM and is eligible to be appointed as a Director. The Company has, in terms of Section 160(1) of the Act, received in writing notice from a Member, proposing her candidature for the office of Director. The profile and specific areas of expertise of Mrs. Achala M. Patel are provided as Annexure to this Notice.

Mrs. Achala M. Patel has given her declaration to the Board, inter alia, that (i) she meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, (ii) is not restrained from acting as a Director by virtue of any Order passed by SEBI or any such authority and (iii) is eligible to be appointed as a Director in terms of Section 164 of the Act. She has also given her consent to act as a Director.

In the opinion of the Board, Mrs. Achala M. Patel is a person of integrity, possesses relevant expertise / experience and fulfils the conditions specified in the Act and the Listing Regulations for appointment as an Independent Director and she is independent of the management.

Given her experience, the Board considers it desirable and in the interest of the Company to have Mrs. Achala M. Patel on the Board of the Company and accordingly the Board recommends the appointment of Mrs. Achala M. Patel as an Independent Director as proposed in the Resolution set out at Item No. 4 of the accompanying Notice for approval by the members.

Electronic copy of the terms and conditions of appointment of the Independent Directors is available on the website of the company at https://www.pspprojects. com/wp-content/uploads/2017/10/Terms-andConditions-for-Independent-Directors-22.10.2019.pdf .

Except Mrs. Achala M. Patel, no other Director, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said Resolution.

The board of directors recommends passing a Special Resolution as set forth in Item No.4 of the notice for approval of the members.

Item No. 5

At the 12[th ] Annual General Meeting of the company held on September 18, 2020, the members of the company had approved the appointment and terms of remuneration of Ms. Pooja P. Patel, Whole Time Director of the company for a period of five years w.e.f September 1, 2020.

The members had approved her remuneration with salary of H 12,50,000/- (Rupees Twelve Lakhs Fifty Thousand only) per month with such increments/increase as may be recommended by the Nomination and Remuneration Committee and approved by the board at its absolute discretion from time to time with the total remuneration (salary, perquisites, allowance, and benefits) payable in any financial year not exceeding 1% of the Net Profits of the company computed as per Section 198 of the Companies Act, 2013 during her tenure of 5 years.

Further, taking into consideration her dedication, progress and performance evaluation, the board of directors based on the recommendation of the Nomination and Remuneration Committee have decided to revise the maximum limit of the remuneration payable to her during her remaining tenure. The revised remuneration alongwith the other terms and conditions as approved by the board of directors of the company based on the recommendation of the Nomination and Remuneration Committee are enumerated in the resolution.

The total remuneration including Commission, if any payable to her in any financial year shall not exceed 5% of the net profits during that financial year computed as per Section 198 of the Companies Act, 2013.

Moreover, the overall remuneration payable every year to the Managing Director and the Whole Time Directors by way of salary, perquisites and allowances etc., may in aggregate exceed the limits specified in Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, but shall not exceed the limits prescribed from time to time under Section 197, Section 198 and other applicable provisions of the Act and Rules made thereunder, read with Schedule V of the Act or any statutory modification(s) or re-enactment thereof for the time being in force, or otherwise as may be permissible at law.

None of the Directors, Key Managerial Personnel and relatives thereof other than Ms. Pooja P. Patel and her relatives, has any concern or interest, financial or otherwise, in the resolution set out at Item No. 5 of the Notice.

The board of directors recommends passing a Special resolution as set forth in Item No.5 of the notice for approval of the members.

Annual Report 2021-22 | 11

Item No. 6

The members of the company through Postal Ballot on November 25, 2019 had appointed Mr. Sagar P. Patel as an Executive Director of the company for a period of five years w.e.f. November 01, 2019 to October 31, 2024 and approved the terms and conditions relating to his appointment, including remuneration payable to him during his tenure of five years. At the 12[th] Annual General Meeting of the company held on September 18, 2020, the members of the company had approved revision in terms of his remuneration to H 2,00,000/- (Rupees Two Lakhs only) per month salary with such increments/ increase as may be recommended by the Nomination and Remuneration Committee and approved by the board at its absolute discretion from time to time with the total remuneration (salary, perquisites, allowance, and benefits) payable in any financial year not exceeding 1% of the Net Profits of the company computed as per Section 198 of the Companies Act, 2013 during his remaining term.

Further, taking into consideration his dedication, progress and performance evaluation, the board of directors based on the recommendation of the Nomination and Remuneration Committee have decided to revise the maximum limit of the remuneration payable to him during his remaining tenure. The revised remuneration alongwith the other terms and conditions as approved by the board of directors of the company based on the recommendation of the Nomination and Remuneration Committee are enumerated in the resolution.

The total remuneration including Commission, if any payable to him in any financial year shall not exceed 5% of the net profits during that financial year computed as per Section 198 of the Companies Act, 2013.

Moreover, the overall remuneration payable every year to the Managing Director, Whole Time Directors and Executive Directors by way of salary, perquisites and allowances etc., may in aggregate exceed the limits specified in Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, but shall not exceed the limits prescribed from time to time under Section 197, Section 198 and other applicable provisions of the Act and Rules made thereunder, read with Schedule V of the Act or any statutory modification(s) or re-enactment thereof for the time being in force, or otherwise as may be permissible at law.

None of the Directors, Key Managerial Personnel and relatives thereof other than Mr. Sagar P. Patel and his

relatives, has any concern or interest, financial or otherwise, in the resolution set out at Item No. 6 of the Notice.

The board of directors recommends passing a Special Resolution as set forth in Item No. 6 of the notice for approval of the members.

Item No. 7

The Board of Directors of the company, on the recommendation of the Audit Committee in their meeting held on August 09, 2022 had approved the appointment of M/s. K V M & Co., Cost Accountants (Firm Registration No. 000458) as Cost Auditors to conduct the audit of the Cost records of the Company for the financial year ending March 31, 2023 at a remuneration of H 93,000/- (Rupees Ninety-Three Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses at actuals, if any, incurred in connection with the audit.

In accordance with the provisions of section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

Accordingly, the board of directors recommends the passing of an Ordinary Resolution as set forth in Item no. 7 of the Notice for ratification of the remuneration payable to the Cost Auditors for the Financial year ending March 31, 2023.

M/s. K V M & Co. have furnished a certificate dated August 03, 2022 regarding their eligibility and consent for reappointment as Cost Auditors of the Company.

None of the Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 7 of the Notice.

By Order of the Board of Directors PSP Projects Limited

Date: August 09, 2022 Kenan Patel Place: Ahmedabad Company Secretary Membership No.: ACS 39981

Registered office: ‘PSP House’, Opp. Celesta Courtyard, Opp. Lane of Vikramnagar Colony, Iscon-Ambli Road, Ahmedabad – 380058 CIN: L45201GJ2008PLC054868

12 | PSP Projects Limited

NOTICE

ANNEXURE TO THE NOTICE

Additional Information on Directors seeking appointment/re-appointment at the forthcoming 14[th] Annual General Meeting of the company as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings.

Name of the Director	Mr. Prahaladbhai S. Patel	Mrs. Achala M. Patel
DIN	00037633	00914990
Age	59 Years	56years
Date of frst appointment on the Board:	August 26,2008	July14,2022(As an Additional Director)
Qualifcations	Bachelor’s degree in Civil Engineering	Master of Philosophy
Experience and nature of his expertise in specifc functional areas/ Brief resume including skills and expertise:	Mr. Prahaladbhai S. Patel is having more than 34 years of experience in the feld of Construction and Business Development. He is having knowledge and expertise in running overall business of the company. Besides, he is also having technical expertise, industry knowledge. Moreover, he is also responsible for developing and maintaining customer relationships of the company.	Mrs. Achala M. Patel is having more than 9 years of experience in the business of power transmission and 5 years of experience in the business of construction. She is also possessing required skills and expertise in running business, leadership, ESG etc.
Terms and Conditions of re-appointment along with details of remuneration sought to be paid	Mr. Prahaladbhai S. Patel was appointed Chairman, Managing Director and CEO of the company for a period of 5 years w.e.f. July 07, 2020 on the terms and conditions as approved by the shareholders at their 11thAGM held on September 18, 2019.	Mrs. Achala M. Patel is proposed to be appointed as a Non-Executive Independent Director of the Company for a period of 5 years w.e.f. July 14, 2022 as per the terms and conditions set forth in the resolution to Item No. 4 of the Notice read with the Explanatory Statement thereto.
Remuneration last drawn (2021-22) (includingsittingfees,if any)	H1,480 Lakhs	Nil
Memberships/ Chairmanships of committees of the company (PSP) (includes only Audit Committee and Stakeholders’ RelationshipCommittee)	Member – Audit Committee	Member – Audit Committee
Directorships held in other public companies (excluding foreign companies and Section 8 companies)	Nil	Nil
Memberships/ Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders’ RelationshipCommittee)	Nil	Nil
Disclosure of inter-se relationship between directors and Key Managerial Personnel	Mr. Prahaladbhai S. Patel is father of Ms. Pooja P. Patel, Whole Time Director and Mr. Sagar P. Patel,Executive Director.	N.A
Number of board meetings attended duringthe fnancialyear(2021-22)	8 out of 8	N.A.
Number of shares held in the Company (as on March 31,2022)	1,86,39,308 Equity Shares	Nil

For more details, please refer to the Corporate Governance Report which forms part of this Annual Report.

By Order of the Board of Directors PSP Projects Limited

Date: August 09, 2022 Place: Ahmedabad

Kenan Patel Company Secretary Membership No.: ACS 39981

Registered office: ‘PSP House’, Opp. Celesta Courtyard, Opp. Lane of Vikramnagar Colony, Iscon-Ambli Road, Ahmedabad – 380058 CIN: L45201GJ2008PLC054868

Annual Report 2021-22 | 13

Synopsis of AGM information

Synopsis of AGM information
Mode	Video Conference and other Audio-Visual means(VC/OAV M)
Time and date of Annual General Meeting	11:00 a.m.,Tuesday,September 27,2022
Participation through video-conferencing	https://www.evoting.nsdl.com/
Cut-of date for e-voting	Tuesday,September 20,2021
E-votingstart time and date	Saturday,September 24,2021(9:00 A.M)
E-votingend time and date	Monday,September 26,2021(5:00 P.M)
E-votingwebsite of NSDL	https://www.evoting.nsdl.com/
Name, address and contact details of e-voting service provider	Contact person: Ms. Sarita Mote - Assistant Manager National Securities Depository Limited, 4th Floor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai–400013, India Email id: evoting@nsdl.co.in Contact number: 1800-1020-990,1800-224-430
Name, address and contact details of Registrar and Transfer Agent	Contact person: Mr. Suresh Babu D Manager- Corporate Registry KFin Technologies Limited Selenium Tower B, Plot Nos. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad – 500032 Email id: suresh.d@kfntech.com , einward.ris@kfntech.com Contact number: +91- 40-67161517 Toll Free number: 1- 800-309-4001

14 | PSP Projects Limited