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PSP Projects Limited — AGM Information 2025
Sep 5, 2025
61476_rns_2025-09-05_d735ccce-1327-464f-86c2-3218f66ff9a4.pdf
AGM Information
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Ref No: PSPPROJECT/SE/37/25-26
September 05, 2025
Corporate Relations Department BSE Limited Floor 25, P.J. Towers, Dalal Street, Mumbai- 400 001 Scrip code: 540544
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 17[th] Annual General Meeting scheduled on September 27, 2025.
We would like to inform you that the 17[th] Annual General Meeting (AGM) of the Company is scheduled to be held on Saturday, September 27, 2025 at 11:00 A.M. IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).
The copy of the Notice of the 17[th] AGM of the Company is enclosed herewith.
The schedule for remote e-voting/e-voting during the AGM is as under:
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Particulars Date & Time
Cut-off date for e-voting/ attending & Saturday, September 20, 2025
e-voting during the AGM
Commencement of Remote e-voting Wednesday, September 24, 2025 at 9:00 A.M. (IST)
End of Remote e-voting Friday, September 26, 2025 at 5:00 P.M (IST)
AGM date Saturday, September 27, 2025 at 11:00 A.M. (IST)
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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
Pooja Ronak Digitally signed by Pooja Ronak Dhruve Dhruve Date: 2025.09.05 15:54:35 +05'30'
Pooja Dhruve Company Secretary and Compliance Officer Membership No.: A48396
Encl: As Above
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Corporate Overview Statutory Reports
Financial Statements 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: [email protected]
Notice of the 17[th] Annual General Meeting
Notice is hereby given that the Seventeenth (17[th] ) Annual General Meeting (‘AGM’) of the members of PSP Projects Limited (“the Company”) will be held on Saturday, September 27, 2025 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 –
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a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditors thereon;
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b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of Auditors thereon.
Item No. 2 - To appoint a director in place of Mr. Prahaladbhai S. Patel (DIN: 00037633), who retires by rotation and being eligible, offers himself for re-appointment.
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 re-appointed as a director of the company.”
Special Businesses
Item No. 3 - To appoint M/s. Chirag Shah & Associates, Practicing Company Secretary as Secretarial Auditor of the Company for a first term of five consecutive years.
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 204 and other applicable provisions, if any, of the Companies Act, 2013 read with rules framed thereunder and Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended from time to time (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force), and in accordance with the recommendation of the Board of Directors of the Company, the consent of the members of the Company be and is hereby accorded, to appoint M/s. Chirag Shah & Associates, Practicing Company Secretary (CP No: 3498 and Peer Review Certificate No. 6543/2025) as Secretarial Auditors of the Company for the first term of 5 (five) consecutive years, to conduct the Secretarial Audit of five consecutive financial years from 2025-26 to 2029-30 on such remuneration and reimbursement of out of pocket expenses for the purpose of audit as may be approved by the Audit Committee/ Board of Directors of the Company.
RESOLVED FURTHER THAT approval of the members be and is hereby accorded to the Board to avail or obtain from the Secretarial Auditor, such other services or certificates, reports, or opinions which the Secretarial Auditors may be eligible to provide or issue under the applicable laws, at a remuneration to be determined by the Audit committee/Board of Directors of the Company.
RESOLVED FURTHER THAT the Board of 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.”
Item No. 4. Approval of increase in remuneration of related party, Mr. Dinubhai Patel, holding office or place of profit.
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 188(1) (f) of the Companies Act, 2013 (“Act”) read with the Companies (Meeting of Board and Its Powers) Rules, 2014 and other applicable provisions, if any, of the Act and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("Listing Regulations"), including any statutory
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modification(s) or re-enactment thereof for the time being in force and as may be enacted from time to time and as per the recommendation of the Audit Committee and the board of Directors of the Company the consent of the Members be and is hereby accorded to approve the increase in remuneration of Mr. Dinubhai Patel, brother of Mr. Prahaladbhai Patel, Chairman, Managing Director, CEO and Promoter of the company, for providing his services as a SAP/HR Consultant in the Company, as detailed in the Explanatory Statement attached hereto subject to the maximum remuneration not exceeding H40,00,000/- (Rupees Forty Lakh only) per annum with effect from October 01, 2025.
RESOLVED FURTHER THAT the Board of directors of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things, as may be considered necessary, proper or desirable for the purpose of giving effect to the above Resolution including filing of returns with any authority."
Item No. 5 - Ratification of Cost Auditors’ Remuneration for the Financial Year 2025-26.
“RESOLVED THAT pursuant to the provisions of Section 148(3) 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 H1,02,500/- (Rupees One Lakh Two Thousand Five Hundred 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 for the Financial Year 202526 as prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, for the financial year ending March 31, 2026 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.”
To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
By Order of the Board of Directors PSP Projects Limited
Date: July 30, 2025 Place: Ahmedabad
Pooja Dhruve Company Secretary & Compliance Officer (Membership No.: A48396)
Registered office:
‘PSP House’, Opp. Celesta Courtyard, Opp. Lane of Vikramnagar Colony, Iscon-Ambli Road, Ahmedabad – 380058 CIN: L45201GJ2008PLC054868
02 | PSP Projects Limited
Corporate Overview Statutory Reports Financial Statements Notice
NOTES:
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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 July 30, 2025 considered and decided to include Item Nos. 3 to 5 as given above as Special Businesses in the forthcoming AGM, as they are unavoidable in nature.
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Pursuant to the Ministry of Corporate Affairs issued Circular No. 9/2024 dated September 19, 2024 read with earlier circulars issued in this regard (“MCA Circulars”) and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 read with earlier circulars in this regard issued by the Securities and Exchange Board of India (“SEBI Circular”) companies are allowed to hold AGM through VC/ OAVM, without the physical presence of members at a common venue. Hence, in accordance with the Circulars, the ensuing 17[th] AGM of the company is being conducted through VC/OAVM.
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As the AGM is being held through VC/OAVM in accordance with the Circulars, the facility for appointment of proxies by the members will not be available for the ensuing 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.
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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 i.e. 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.
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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.
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In accordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”), as revised with effect from April 01, 2024, read with Clarification / Guidance on applicability of Secretarial Standards 2 dated April 15, 2020 issued by the ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM.
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The register of directors and key managerial personnel (KMP) and their shareholding, maintained under Section 170 of the Act, and the register of contracts or arrangements in which the directors are interested, maintained under Section 189 of the Act will be available electronically for inspection by the members during the AGM. All other documents, if any
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referred to in the notice of the 17[th] AGM and the Explanatory Statement 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. 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. Members seeking to inspect such documents can send an email to [email protected].
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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).
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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).
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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: 1800-309-4001; email id: einward.ris@ kfintech.com.
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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/trackrecord-of-dividend/ .
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The Members can join the AGM in the VC/OAVM mode 30 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
Annual Report 2024-25 | 03
Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
- 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.
14. VOTING THROUGH ELECTRONIC MEANS:
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a) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs the Company is providing facility of remote e-voting to its Members in respect of the business 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 venue voting on the date of the AGM will be provided by NSDL.
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b) The board of directors have appointed Mr. Rohit S. Dudhela, Practicing Company Secretaries (COP No. 7396) to act as the Scrutiniser for remote e-voting as well as the e-voting on the date of the AGM, in a fair and transparent manner.
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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. Saturday, September 20, 2025 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.
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d) A person who has acquired the shares and has become a Member of the Company after the dispatch of the Notice of the AGM and prior to the Cut-off date i.e. Saturday, September 20, 2025, shall be entitled to exercise his/ her vote either electronically i.e. remote e-voting or e-voting system on the date of the AGM by following the procedure mentioned in this part.
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e) 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.
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f) 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.
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g) The Scrutiniser shall, after the conclusion of voting at the AGM, unblock the votes cast through remote e-Voting and count the same, and count the votes cast during the AGM, and shall make, not later than 48 hours from the conclusion of the AGM, a consolidated Scrutiniser’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith. The Scrutiniser’s decision on the validity of the votes shall be final.
The results declared along with the Scrutiniser’s Report shall be placed on the Company’s website www.pspprojects.com and on the website of NSDL https://www.evoting.nsdl.com within two working days of the passing of the Resolutions at the 17[th] Annual General Meeting of the Company and shall also be communicated to the Stock Exchanges where the shares of the Company are listed.
15. PROCEDURE AND INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:
The remote e-voting period begins on Wednesday, September 24, 2025 at 9:00 A.M. and ends on Friday, September 26, 2025 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 cut-off date i.e. September 20, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paidup equity share capital of the Company as on the cut-off date, being September 20, 2025.
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.
04 | PSP Projects Limited
Corporate Overview Statutory Reports
Financial Statements Notice
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. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin. jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. 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 joining virtual meeting & voting during the meeting. 2. Existing IDeAS user 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 “Beneficial 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” under e-voting services and you will be able to see e-voting page. Click on company name or e-voting service provider i.e. NSDL and 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 during the meeting. 3. 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 4. 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 Verification 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 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 joining virtual meeting & voting during the meeting. 5. 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. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website http://www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting Service Providers, so that the user can visit the e-voting service providers’ website directly. |
Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and Shareholders holding password. Option will be made available to reach e-voting page without any further authentication. The securities in demat users to login Easi /Easiest are requested to visit CDSL website http://www.cdslindia.com and click on mode with CDSL login icon & New System Myeasi Tab and then user your existing my easi username & password.
- After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting Service Providers, so that the user can visit the e-voting service providers’ website directly.
Annual Report 2024-25 | 05
| Type of shareholders |
Login Method |
|---|---|
| 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www. cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a e-voting link available on 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 able to see the e-voting option where the evoting is in progress and also able to directlyaccess the system of all e-votingService Providers. |
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| 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.
| 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 [email protected] or call at 022 - 4886 7000. |
| 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 [email protected] or contact at toll free no. 1800-21-09911. |
- 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?
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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.
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Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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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.
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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 Beneficiary ID For example ifyour BeneficiaryID is 12** thenyour 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 |
06 | PSP Projects Limited
Corporate Overview Statutory Reports Financial Statements Notice
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-voting, then you can user your existing password to login and cast your vote.
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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.
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c) How to retrieve your ‘initial password’?
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(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’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on http://www.evoting.nsdl. com.
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b) Physical User Reset Password? (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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?
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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.
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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”.
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Now you are ready for e-voting as the Voting page opens.
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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.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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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 [email protected] with a copy marked to [email protected]. 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.
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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 http://www.evoting.nsdl.com to reset the password.
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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.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre at [email protected]
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After you click on the “Login” button, Home page of e-voting will open.
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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:
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In case shares are held in demat mode, please provide DPIDCLID (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.
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Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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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:-
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The procedure for e-voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.
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Only those Members/ shareholders, who will be present in the EGM/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 EGM/AGM.
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Members who have voted through Remote e-voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.
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The details of the person who may be contacted for any grievances connected with the facility for e-voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
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Member will be provided with a facility to attend the EGM/ AGM through VC/OAVM through the NSDL 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” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join 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.
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Members are encouraged to join the Meeting through Laptops for better experience.
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Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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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.
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Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.
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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 Thursday, September 18, 2025 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.
08 | PSP Projects Limited
Corporate Overview Statutory Reports Financial Statements Notice
Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013
Item No. 3
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 (“SEBI Listing Regulations”), effective from April 1, 2025, on the basis of recommendation of Board of Directors, a company shall appoint a peer reviewed secretarial auditor (if individual then for not more than one term of five consecutive years and if a firm then for not more than two terms of five consecutive years), with the approval of the shareholders in the Annual General Meeting.
In view of the above, based on the recommendation of Audit Committee, the Board of Directors at its meeting held on July 30, 2025 have appointed M/s. Chirag Shah & Associates, Practicing Company Secretary (CP No: 3498 and Peer Review Certificate No. 6543/2025) as Secretarial Auditors of the Company to conduct secretarial audit for a period of five consecutive financial years from 2025-26 to 2029-30. The appointment is subject to shareholders’ approval at the AGM. While recommending CSA for appointment, the Audit Committee and the Board based on past audit experience of the audit firm particularly in auditing large companies, valuated various factors, including the firm’s capability to handle a diverse and complex business environment, its existing experience in the various business segments, the clientele it serves, and its technical expertise.
Pursuant to Regulation 36(5) of SEBI Listing Regulations as amended, the credentials and terms of appointment of CSA are as under:
M/s. Chirag Shah and Associates (CSA) is a partnership firm established in 2000 by Mr. Chirag B Shah and qualified Company Secretaries. CSA is a leading secretarial services firm in India with over 25 years of experience. CSA specializes in corporate laws, capital market transactions, listing and de-listing of equity shares, compliance audits, corporate governance, mergers and acquisitions, and economic laws. The firm is committed to excellence and provides client-centric solutions to help businesses achieve their objectives efficiently and effectively.
CSA is a peer reviewed firm and is eligible to be appointed as Secretarial Auditors of the Company and are not disqualified in terms of SEBI Listing Regulations read with SEBI Circular dated December 31, 2024.
The proposed fees payable to M/s. Chirag Shah & Associates, is H1,72,500 (Rupees One Lakh Seventy two Thousand and Five Hundred Only) per annum. The said fees shall exclude GST, certification fees, applicable taxes, reimbursements and other outlays. The Audit Committee/ Board is proposed to be authorised to revise the fee, from time to time.
The Board recommends Ordinary Resolution set out at Item No. 3 of Notice for your approval.
None of the Promoter(s), Director(s), Manager(s) and Key Managerial Personnel(s) and their relative(s) is/are, in any way, concerned or interested in the said resolution.
Item No. 4
The provisions of section 188(1) (f) of the Companies Act, 2013 Act that govern the related party's appointment to any office or place of profit in the company, its subsidiary company or associate company aims to ensure transparency in the transactions and dealings with related parties of the Company to obtain prior approval of the Board of Directors and in certain cases approval of the shareholders is also required, when proposed remuneration exceeds the thresholds provided in Rule 15(3)(b) of Companies (Meetings of Board and its Powers) Rules, 2014.
Mr. Dinubhai Patel, brother of Mr. Prahaladbhai Patel, Chairman, Managing Director, CEO and Promoter of the company has been providing his services as a SAP/HR Consultant since October 1, 2017 and gave their best for its immense growth of the Company. He is holding a place of profit under Section 188(1)(f) and all other applicable provisions of the Companies Act, 2013 read with the Rules made thereunder (including any statutory modifications(s) or re-enactment thereof, for the time being in force). His current remuneration is within the limit prescribed under the Act, i.e. monthly remuneration not exceeding two and half lakh rupees.
Considering his excellent service to the Company, the Board of Directors of the Company on the recommendation of the Audit Committee at their meeting held on July 30, 2025 had recommended an enhanced ceiling on remuneration of H40,00,000/- (Rupees Forty Lakh only) per annum, payable to Mr. Dinubhai Patel w.e.f October 01, 2025 which falls within the preview of Section 188(1)(f) and revised remuneration requires prior approval of shareholders of the Company.
M/s. Chirag Shah & Associates, Practicing Company Secretary is proposed to be appointed for a term of five (5) consecutive years, to conduct the Secretarial Audit of five consecutive financial years from 2025-26 to 2029-30.
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The information as required in accordance with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, as well as pursuant to Section 102 of the Act and SEBI Listing Regulations is as under:
| Particulars | Particulars |
|---|---|
| Name of the relatedparty | Mr. Dinubhai Patel |
| Name of the Director or Key Managerial Personnel who is related, if any; |
Mr. Prahaladbhai S. Patel Promoter, Chairman, Managing Director and CEO of the company |
| Nature of Relationship | Mr. Dinubhai Patel, is brother of Mr. Prahaladbhai S. Patel Promoter, Chairman, Managing Director and CEO of the company |
| Nature, material terms, monetary value and particulars of the Contract or arrangement |
Mr. Dinubhai Patel currently draws monthly remuneration which is in limit mentioned in Section 188 of the Companies Act, 2013 read with rule 15 of Companies (Meeting of Board and its Powers) Rules, 2014. It is proposed to increase the remuneration of Mr. Dinubhai Patel whereby remuneration payable to him may not exceedingH40,00,000/- (Rupees Forty Lakh only) per annum with effect from October 01, 2025. |
| Any other information relevant or important for the members to take a decision on the proposed resolution. |
Mr. Dinubhai Patel, has been providing his services as a SAP/HR Consultant since October 1, 2017 and gave their best for its immense growth of the Company. Keeping in view his experience and knowledge made by him, It would be in the interest of the Company to avail services of Mr. Dinubhai Patel. |
The Board recommends Ordinary Resolution set out at Item No. 4 of Notice for your approval.
Except Mr. Prahaladbhai Patel, Chairman, Managing Director and Promoter of the company and his relatives, none of the Promoter(s), Director(s), Manager(s) and Key Managerial Personnel(s) and their relative(s) is/are, in any way, concerned or interested in the said resolution.
Item No. 5
The Board of Directors of the Company, on the recommendation of the Audit Committee at their meeting held on July 30, 2025 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, 2026 at a remuneration of H1,02,500/- (Rupees One Lakh Two Thousand Five Hundred 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 shall be ratified by the shareholders of the Company.
M/s. K V M & Co., Cost Accountants have furnished a certificate regarding their eligibility and consent for reappointment as Cost Auditors of the Company.
The Board recommends Ordinary Resolution set out at Item No. 5 of Notice for your approval.
None of the Promoter(s), Director(s), Manager(s) and Key Managerial Personnel(s) and their relative(s) is/are, in any way, concerned or interested in the said resolution.
By Order of the Board of Directors PSP Projects Limited
Pooja Dhruve
Date: July 30, 2025 Place: Ahmedabad
Company Secretary & Compliance Officer (Membership No.: A48396)
Registered office:
‘PSP House’, Opp. Celesta Courtyard, Opp. Lane of Vikramnagar Colony, Iscon-Ambli Road, Ahmedabad – 380058 CIN: L45201GJ2008PLC054868
10 | PSP Projects Limited
Corporate Overview Statutory Reports Financial Statements Notice
Synopsis of AGM information
| Mode | Video Conference/Other Audio Visual Means (“VC/OAVM”) |
|---|---|
| Time and date of Annual General Meeting | Saturday, September 27, 2025 at 11:00 A.M. |
| Participation through video conferencing | https://www.evoting.nsdl.com/ |
| Cut-off date for e-voting | Saturday, September 20, 2025 |
| E-voting start time and date | Wednesday, September 24 , 2024 (9:00 A.M) |
| E-voting end time and date | Friday, September 26, 2024 (5:00 P.M) |
| E-voting website of NSDL | https://www.evoting.nsdl.com/ |
| Name, address and contact details of e-voting service provider | Contact person: Ms. Pallavi Mhatre – Assistant Manager National Securities Depository Limited, 4thFloor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg,Lower Parel, Mumbai- 400013, India Email id: [email protected] 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, India Email id: [email protected], [email protected] Contact number: +91- 40-67161517 Toll Free number: 1800-309-4001 |
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