PSP Projects Limited — Capital/Financing Update 2019

Nov 28, 2019

Tse Te PSP[roject’] a. ISO 9001 : 2015, 14001 : 2015, 45001 : 2018 Certified Company

Ref No: PSPPROJECT/SE/78/19-20

Corporate[Relations] Department BSE Limited Floor 25, P.J. Towers, Dalal Street, Mumbai- 400 001 Scrip[code:][540544]

November28, 2019

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: Minutes[of Postal][ballot]

Pursuant to Regulation 30 of the[SEBI] (Listing Obligations and Disclosure Requirements) Regulations, 2015, we[enclose] herewith duly signed copy[of] minutes[of][the] resolutions passed throughpostal[ballot][vide][notice][dated][October] 22,[2019] by the members[of][PSP] Projects[Limited] on[November] 25,[2019][and] result[of which] was[declared] on[November] 26, 2019.

Kindly take the same on yourrecord.

Thanking[You,] For PSP Projects Limited ae an.Company Secretary and Compliance Officer

‘PSP House’, Opp. Celesta Courtyard, Opp. Lane of Vikramnagar Colony, ISCON -[Ambali] Road, Anmedabad-380 058. Phone 079 - 2693 6200, 2693 6300, 2693 6400 | Fax No. : 079 - 2693 6500 Email : info@pspprojects.com | URL : www.pspprojects.com CIN ::L45201GJ2008PLC054868 |

MINUTES OF THE RESOLUTIONS PASSED THROUGH POSTAL BALLOT BY THE MEMBERS OF PSP PROJECTS LIMITED ON MONDAY, NOVEMBER25, 2019 AT “PSP HOUSE” OPP. CELESTA COURTYARD, OPP. LANE OF VIKARAMNAGAR COLONY, ISCON-AMBLI ROAD, AHMEDABAD-380058

Background

The Board of Directors of the company had at its Meeting held on October 22, 2019 accorded approval to the proposal to conduct Postal Ballot pursuant to Section 110 of the Companies Act, 2013 to seek approval of the Members of the company for the following:

Special Resolution:

1. Raising[of][funds] through issue[of] equity shares/ depository receipts and/or any other financial instruments or securities representing either equity shares and/or convertible securities linked to equity shares including through Further public offer/Right issue/Qualified Institutions Placement / Debt issue/ American Depository Receipts /Global Depository Receipts / preferential issue or such other permissible mode or[combinations] thereof.

Ordinary Resolutions:

1. Appointmentof[Mr.] Sagar[Prahladbhai] Patel as a Director of the Company.

2. Appointment of Mr. Sagar Prahladbhai Patel as an Executive Director of the Company.

3. Appointmentof[Mrs.][Zarana] Pratik Patel as an Independent Director of the Company.

Accordingly,[the] companyhad issued a postal ballot notice dated October 22, 2019 to obtain approval from the members throughpostal ballot/e-voting for the aforesaid Ordinary /Special[Resolutions.]

The Boardof Directors of the Company had availed the services of Karvy Fintech Private Limited for the purposeof e-voting and had appointed Mr. Rohit S. Dudhela, Practicing Company Secretaries, Ahmedabad (M.No.: FCS- 9808, COP No.: 7396), as Scrutinizer for conducting the Postal ballot (including e-voting) process in a fair and transparent manner.

The Postal Ballot Notice dated October 22, 2019 was sent to all the membersof the company,[whose][names] appeared[on] the register[of] members/list[of][beneficiaries] as on Friday, October 18, 2019.

2 Friday, October 18, 2019. So x 2 The dispatch of the Postal Ballot Notice and Explanatory Statement thereto dated tS N October 22, 2019, along with Postal Ballot Form by electronic modeto all the Members aN whose e-mail IDs were registered with the Depository Participants / Company’s S o Registrar and Share[Transfer] Agent was completed on Thursday, October 24, 2019. For S g those members whose email ids were not registered, dispatch of copies of o 3 aforementioned documents together with self-addressed postage pre-paid business ae reply envelope[in] physical[form] by permitted mode wasalso completed on Thursday, &S October 24, 2019. =o o The intimation about completion of dispatchof the postal ballot notice and Explanatory x Statement thereto along with Postal Ballot form and thelast date for receipt of reply from oO shareholders was published by wayof advertisement in ‘Financial Express’ all editions © a (English Language national daily newspaper) and Financial Express (Gujarati) editions C x (regional newspaper) on Friday, October 25, 2019. af oS DL x< Minute. Book Chdtrman’y

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The voting period (through Postal Ballot Forms / remote e-voting) commenced at 9:00 a.m. on Sunday,[October] 27, 2019[and][ended] at[5:00] p.m. on Monday,[November] 25, 2019. The Members were requested to return the physical postal ballot forms duly completed along[with] assent (for) or[Dissent] (against), so as to[reach][the][scrutinizer] on or[before][5:00] p.m. on Monday,[November][25,] 2019. As intimated to the members throughpostal ballot notice: i. The Postal Ballot Form(s) received after 5:00 pm on Monday, November 25, 2019 have been considered asif the reply from the member hasnot[been] received. ii. Voting Rights[have] been[reckoned] onthe paid-up[value] of the[shares] registered in the nameof the members ason Friday, October 18, 2019. The Scrutinizer carried out the scrutiny of postal ballot forms received physically and the votes polled electronically up to 5:00 p.m. on Monday, November 25, 2019 and thereafter on Tuesday, November 26, 2019 had submitted his consolidated report to Mr. Prahaladbhai S. Patel, Chairman, Managing Director and CEO of the company for announcement and declaration ofthe results. On the basis of consolidated report of the Scrutinizer, Mr. Prahaladbhai S. Patel, Chairman, Managing Director and[CEO] of the companydeclared the result of the Postal Ballot/ e-voting on Tuesday,[November] 26,[2019.] The Last date of receipt of duly completed Postal Ballot forms i.e November 25, 2019 has been takenas the date of passing of the Resolution by Postal Ballot. On the basis of reportof the Scrutinizer, the following resolutions (Ordinary and Special) were passed by[the][shareholders][of the][Company] with requisite majority. Item No. 1: Raising[of funds] through issue[of ] equity shares/ depository receipts and/or[any] other[financial][instruments] or securities representing either equity shares and/or convertible securities linked to equity shares including through Further’ public offer/Right issue/Qualified Institutions Placement / Debt issue/ American Depository Receipts /Global Depository Receipts / preferential issue or such other permissible mode or combinations thereof.SPECIAL RESOLUTION “RESOLVED THATpursuantto the provisions of Section 23, 41, 42 and 62 (1) (c) and other relevant provisions,if any, of the Companies Act, 2013 (“Companies Act”), and the 81009 relevant rules made thereunder, including, the Companies (Prospectus and Allotmentof (eachSecurities)includingRules,any2014amendment(s),[and] the Companiesstatutory(Sharemodification(s)Capital[and] orDebentures)re-enactment[Rules,] thereof),2014 93777 30029200 and in accordance with the provisions of the Memorandum of Association and the Articles of Association of the Company, the Securities and Exchange[Board] ofIndia (Issue 98640, ofRegulations”),Capital and[the] Disclosure[Securities] Requirements)[and] ExchangeRegulations,[Board][of] 2018,[India] as(ListingamendedObligations(“SEBI ICDR[and] 93270 30029000, Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), the Foreign Exchange Management Act, 1999, as amended,the listing agreements (M) (O) entered into by the Company with the stock exchanges where the equity[shares] of the Company are listed (“Stock Exchanges”), and any[other] provisionsof applicable laws, and subject to[such] approvals, permissions, consents[and] sanctions as[may] be necessary or TRADERS required[from][the][Securities][and] Exchange[Board] of[India][(“SEBI”),][the][Stock ] Exchanges, the[Resérve)] Bank of India (“RBI”), the Government of India and any other concerned AHMEDABAD. RUSHABH

statutory[authorities,][and][subject][to][such][terms][and][conditions][or][modifications][as] may be prescribed or imposed while granting of such approvals, permissions, consents and/ or[sanctions] by[any] of[the][aforesaid][authorities,][which] may[be] agreedto[by][the][board][of] directors of the Company (“Board”, which term[shall][include] any committee thereof which the Board may have constituted or may hereinafter constitute to exercise its powers including[the] powers[conferred] bythis resolution), approval of the Members be andis hereby accordedto the Board[and] the[Board] be[and] is hereby[authorised] to offer, issue andallot such number of fully paid-up equity[shares,] fully[convertible] debentures, partly convertible debentures, non-convertible debentures, preference shares convertible into equity shares, and/or any other financial instruments /securities convertible into equity shares (including warrants, depository receipts or otherwise,in registered or[bearer] form) and/or any[other] eligible security[(all][ofwhich] are[hereinafter] referred to as “Securities”), or a combination of the aforementioned Securities[in] one or more tranches for an aggregate[consideration][of ] up to[Rs.][300] crore only (Rupees[Three] Hundredcrore only) (inclusive of such premium as maybefixed on such Securities), whether Rupee denominated or[denominated] in one or more foreign currencies, through further public issue/ rights issue/ American depository receipts (‘ADRs’)/ global depository receipts (‘GDRs’)/ foreign currency[convertible][Bonds][(‘FCCB’)/] qualified institutions placement/ debt issue/preferential issue or any other permissible mode or any[combinations][thereof][as] may[be][decided][by][the][board][and][permitted][under] applicable[laws] through[the][issue][of] prospectus and/ or placement[document] and/or other permissible offer documents to any eligible person, including qualified institutional buyers in accordance with the[SEBI][ICDR] Regulations, foreign/resident investors (whether institutions, incorporated bodies, mutual funds, individuals or otherwise), venture capital[funds] (foreign or Indian),[alternative] investment funds, foreign[institutional] investors, foreign portfolio investors, qualified foreign investors, Indian and/or multilateral financial institutions, mutual funds, non-resident Indians, pension[funds] and/or any[other] categories[of] investors,[whether] they are[holders][of the] Securities or not (collectively called the “Investors”), as may be decided by the Board in its absolute discretion and permitted under applicable laws and regulations, at such price or prices, at a[discount] or premium[to][market] price or prices permitted[under] applicable[laws][in][such] manner[and] on[such][terms] and[conditions] as may[be][deemed] appropriate by[the][Board] in its absolute discretion and wherever necessary in consultation with the lead managers including the discretion to determine the categories of Investors to whom to offer, issue and allot such Securities.

RESOLVED FURTHER THATin case of issuance of eligible Securities by way of a qualified institutions placement (“QIP”) to qualified[institutional] buyers[under] Chapter VI of the SEBI ICDR Regulations:

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• a) the allotment of Securities shall be completed within 365 days from the date of passingof the special[resolution] by[the][members][of the] Company orsuch other time as may[be][allowed] under[the] Companies[Act] and/or[the][SEBI][[CDR] Regulations[from] time to time;

• b) in case of the allotment of equity shares of the Company, then, the relevant date shall be the date on which the Board /Committee decides to open the said issue, and/orin case[of the][allotment][of][convertible] securities,[then,][the][relevant][date][shall][be][either] the date of the meeting in which the Board or the committee[of] directors duly authorised by the Board decides to open the issue of such convertible securities or the date on which the holders[of] such convertible securities become entitled to apply for the equity shares of the Company;

• c) no partly paid up[Securities][shall][be][issued] /[allotted;]

• d) the QIP[shall][be][made] at[such] price[not] less[than][the] price[determined][ in][accordance] with the pricing formula provided under the[SEBI][ICDR] Regulations (“QIP

AHMEDABAD. USHABH

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• adjustmentsas perthe provisions of[the][SEBI][ICDR] Regulations, as may[be] applicable andthe Boardatits absolute discretion, may offer a discount of not more than 5% (five per cent) or such other percentage as may[be] permitted[under] applicable law on[the] QIP[Floor] Price;

• e) the Company shall not undertake any subsequentQIP until the expiry of six months from the date of the QIP to be undertaken pursuantto this special resolution; and

• f) the Securities allotted pursuant the QIP shall not be sold for a period of one (1) year from the date of its allotment, except on the floor of recognised Stock Exchange(s).

RESOLVED FURTHER THAT in case of issuance of ADRs, GDRsor FCCBs, the Board may issue Securities at a discount, if any, of such price in compliance with applicable regulations[and] relevant[date][for][the] purpose of pricing the Securities[shall][be][the] date of the meeting in which the Board decides to open the issue of such Securities and also in termsof the provisions of Issue of FCCBs and Ordinary Shares (through the Depositary Receipt Mechanism)[Scheme] 1993,[the] Companies (Issue of Global Depository Receipts) Rules, 2014, the Depository Receipt Scheme, 2014, Framework for Issue of Depository Receipts[issued] by[SEBI][and] other applicable pricing provisions issued by the Ministry[of Finance.]

RESOLVED FURTHER THATin the event that convertible securities and/or warrants which are convertible into Equity Shares of the Companyare issued along with nonconvertible debentures to qualified institutional buyers under Chapter VI of the SEBI ICDR Regulations, the relevant date for the purpose of pricing of such securities, shall be the date of the meeting in which the Board decides to open[the] issue of such convertible securities and/or warrants simultaneously with nonconvertible debentures and such securities shall be issued at such price being not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations.

RESOLVED FURTHER THATin pursuance of the aforesaid resolution:

• a) the Securities to be so created, offered, issued and allotted shall be subject to the provisions[of the][Memorandum][and]

• Articles of Association of the Company; and

• b} the Securities to be created, offered, issued and allotted in terms of this resolution, shall rank pari passuin all respects with the existing securities of the Company in all respects,if any.

RESOLVED FURTHER THAT forthe purpose of giving effect to any creation, offer, issue and allotment of Securities, the Board be and is hereby authorised on behalf of the Company to seek listing of[any] orall of such Securities on the[Stock] Exchanges.

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RESOLVED FURTHER THAT without prejudice to the generality of the above and subject to required approvals, consents, permissions,if any, the[Board][be][and][is] hereby authorized to do such acts, deeds and things as the Board, in its absolute discretion deems necessary or desirable in connection with offering, issuing and allotting the Securities, and to give effect to these resolutions, including, without limitation, the following:

• a) offer, issue and allot the Securities or any/all of them, and on such terms and conditions, as the Board may[deem] fit and properin its absolute discretion, including but not limited to (i) terms for issue of additional Securities and for disposal of Securities which are not subscribed to by issuing them to banks / financial institutions / mutual funds or otherwise,(ii) terms as are provided in domestic offerings[of this] nature, and(iii) terms[and][conditions][in][connection][with] payment of interest, dividend, voting rights, premium and redemption or early redemption,

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AHMEDABAD.
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RUSHABH
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Chairmdn"¥ Initials
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conversion into equity shares, pricing, variation of the price or period of conversion, and/orfinalizing[the] objects[of the] issue/s[and][the] monitoring[of the] same; b) approve,[finalise,][sign,][execute,][submit][and] register any[preliminary][as][well] asfinal offer document, (including, inter alia, any draft offer document, offering circular, registration statement, prospectus or placement document or private placement offer letter, letter of offer, any declaration and/or other letter or circular), and to approve and[finalise] any[bid][cum][application][form,] composite[application][form,] split application form, abridgedletter[of][offer,] notices, including any advertisements and other documents orany term sheetsor any[other] ancillary documents in this regard; c) decide the form, terms andtiming of the issue(s) / offering(s), equity shares to be issued and allotted, class of investors to whom equity shares are to be offered / issued andallotted, numberof equity sharesto be issued and allotted in each tranche andin caseofa rights issue,to finalize the entitlement ratio, to fix the record date / book closure / fix appropriate date for the purposeof such issue for ascertaining the names[of] existing shareholders[who][will][be][entitled] to[the] equity shares in consultation with the Stock Exchanges on which the Company’s equity shares are listed and to decide the ratio in terms of numberof the equity shares which each existing shareholders on[the][Record][Date][will][be][entitled] to[in] proportion to the equity[shares][held] by[him] on[such] date; d) issue and allot such numberof equity shares as may be required to be issued and allotted upon conversionof any Securities or as may be necessaryin accordance with the termsof the offering, all such equity shares ranking pari passu with the existing equity[shares][of the] Companyin[all] respects[in] case[of ] any convertible securities; e) approve, finalise,[sign,] execute,[submit][and] register agreements[and] documents, including, any number[of] powers[of] attorney,[lock] up letters, agreements in connection with the creation of any security, and agreements in connection with the appointment[of] any[intermediaries] and/or advisors, (including[for] underwriting, marketing, listing, trading, appointment of lead manager(s)/ merchant banker(s),legal counsel, depository(ies), banker(s), advisor(s), registrar(s), trustee(s)[and] other intermediaries as required),[and] to pay any fees, commission, costs, charges[and] other outgoings in connection therewith; f) provide such declarations, affidavits, certificates, consents and/or authorities as required[from][time] to time, to[amend] or modify any[of][the][above] agreements or documents, as required; g) seek any consents and approvals, including, inter alia, the consent from the Company’s customers, vendors, parties with whom the Company has entered into agreements[and][from][concerned] statutory[and] regulatory[authorities;] h) submit or file requisite documents with the SEBI, Stock Exchanges, the Government of India, the Reserve Bank of India, and any other statutory and/or regulatory 81009 authorities, and any amendments, supplements or additional documents in relation thereto, as may be required; 93777 30029200 i) seekingapplication[the] tolisting[such][of][stock] the exchange/[Securities] ons[and] any[taking][stock] allexchange/s,actions thatsubmittingmay be necessarythe listingin connection with obtaining such listing approvals, (both in principle andfinallisting 98640, and trading approvals); 30029000, j) open[one][or][more][bank][ accounts] in[the][name][of the][Company] in[Indian] currency or 93270 foreign currency(ies) as may[be] required, subject to requisite approvals,if any, and to give such instructions including closure thereof as may be required and deemed (M) (0) appropriate by[the][Board,] and[that][the][said] bank/s[be][and] is/are hereby[authorized] to[honor] all cheques and other negotiable instruments drawn, accepted or endorsed and instructions given on behalf of the Company; TRADERS k) approving[the] issue price, finalize[the][basis][of][allotment] of[the][Securities] on the basis of the bids/applications and oversubscription thereof as received, where applicable; 1) acceptance[and] appropriation[of the][proceeds] ofthe[issue][of][ the] Securities; AHMEDABAD. USHABH R Chairman'y/initials Minute Book ——e

m)[affix] the common seal[of the] Company, as required, on any agreement,[undertaking,] deed or other document,in the presenceof any[two] ofthe[directors][of the] Company, who do sign the samein token thereof and[the] same[be] countersigned by[the] Company Secretary[of] the company as[may] be[authorized] by[the][Board in][accordance] with the Articles of

Association of the Company;

• n) further authorise any[committee] and/or director/s[and/or] officer/s[of the][Company] to seek the aforementioned consents[and] approvals, and/or[to][execute][and/or] file the above documents and/orto carry out any/all[of the][aforesaid] actions;[and]

• 0) doall such incidental and ancillary acts[and] things as may[be][deemed] necessary,[and] to give such directions that may[be] necessary or[settle] any[issues,] questions, difficulties or doubts that mayarise in regard to or in connection[with] any matter(s) referred to or contemplated[in] any[of][the] foregoing[resolutions][and][the][members] shall be deemed to have given their approval thereto expressly by the authority[of] this resolution andall actions taken by the Board in connection with any matter(s) referred to or contemplated[in] any[of][the] foregoing[resolutions][be][and] are hereby approved, ratified[and][confirmed] inall respects.”

Item No. 2: Appointment of Mr. Sagar Prahladbhai Patel as a Director[of] the Company.[-][ORDINARY][RESOLUTION]

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and[all] other applicable provisions[of][the] Companies[Act,][2013][and][the][Rules][made][thereunder] (including any statutory modifications(s) or enactment[thereof][for][the][time][being][in] force)[and] applicable regulations of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, as[amended] from time to time and Articles of Association of the Company,[Mr.] Sagar[Prahladbhai][Patel][(DIN:] 07168126)[who] was appointed as an[Additional][Director][of][the] Company[w.e.f.][October][22,][2019][and][who] holds office until passing of this resolution, be and is hereby appointedas Directorof the Company liable to retire by[rotation.”]

Item No. 3: Appointment of[Mr.] Sagar Prahladbhai Patel as an[Executive][Director] of the Company.[-][ORDINARY][RESOLUTION]

“RESOLVED[THAT] pursuant to provisions of Sections 196, 197, 198,[203][and] other applicable provisions[of the] Companies Act,[2013][(‘the][Act’)][read][with][Schedule] V[of] the Act and the Companies (Appointment[and][Remuneration][of] Managerial[Personnel)] Rules, 2014 (including any statutory modifications(s) or enactment[thereof] for[the][time] being[in ] force)[and] applicable[Regulations] of[the][SEBI] (Listing[Obligations][and][Disclosure] Requirement) Regulations,[2015,] as[amended][from][time][to][time][and][subject][to][other] sanctions/approvals as may[be] necessary,[consent][of the][Members][of][ the][Company][be] and is hereby accorded for appointment of Mr. Sagar Prahladbhai Patel (DIN: 07168126), as an[Executive][Director][of the][Company] for[a] period[of][5][(five)] years[with] effect from November1, 2019, subject to retire by rotation, on[the] following terms[and] conditions including remuneration:

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1. Term of Appointment:

The term of appointment will be for[5] years;[with][effect][from][November] 1,[2019][to] October 31, 2024

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z. Remuneration:

• Duringhis tenure, Mr. Sagar PrahladbhaiPatel will be paid remuneration as[below:] ,00,000/(Rupees Two Lakhs only) per month with such ents/increase as may[be][decided] by[the][Nomination][and][Remuneration]

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TRADERS
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AHMEDABAD.
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Chairman Initials

Committee or Board of Directors from time to time subject to a maximum of 20 % per year.

  - ii, Perquisites[&][ Allowances]

     - « Leave: As per rules of the Company;

     - ¢ Contribution to Gratuity Fund in accordance with the provisions of the Paymentof Gratuity[Act.]

     - ¢ Other perquisites and allowances and such other payments in the nature of perquisites,[benefits][and][allowances] asperthe[rules][of the] companyin[force] from[time] to time or as may otherwise be decided by the Board;

1. Nature of Duties:

   • i. Mr. Sagar Prahladbhai Patel shall devote his whole time and attention to the business of the Company and carry out such duties, as may be entrusted to her by the Board from[time] to time and separately communicated to him and exercise such powersas maybe assigned to her, subject to superintendence, control and directions of the Board in connection with andin the best interests of the business of the Company andthe businessof any one or moreofits associated companies and/or subsidiaries, including performing[duties] as assigned by[the][Board][from] time to time by serving on the boards of such associated companies and/or subsidiaries or any other executive body or any committee of such a company.

   • ii Mr. Sagar Prahladbhai Patel shall not exceed the powers so delegated by the Board pursuantto[clause] 3 (i) above.

   • iii, Mr. Sagar Prahladbhai Patel undertakes to employthe bestofthe skill and ability to make her utmost endeavours to promote the interests and welfare of the Company[and] to[conform] to[and] comply[with][the][directions][and] regulations[of] the Company andall such orders[and] directions as maybegiven to her from time to time by the Board.

2. Other Terms and Conditions:

   • ii Mr. Sagar Prahladbhai Patel shall be liable to retire by rotation whilst he continues to hold office of an Executive Director; however,his retirement will not break his length of service;

   • ii. Mr. Sagar Prahladbhai 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 on the business of the Company;

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

3. iv. Mr. Sagar Prahladbhai Patel shall abide by the provisions contained in Section

4. 81009 166 of the Act with regard to duties of directors; v. Mr. Sagar PrahladbhaiPatel shall adhere to the Company’s Code of Conduct;

5. 93777 vi. The Office shall be liable to termination with 3 months’ notice from either side; 30029200 vii. The terms and conditions of the said appointment maybealtered, amended, varied and modified from time to time by the Board or Committee thereof asit

6. 98640, maybe permissible andif deem fit subject to overall ceilings stipulated in Section 197 of the Companies Act, 2013.

7. 30029000,

8. 93270 RESOLVED FURTHER THATinthe eventof loss or inadequacy of profits in any financial

9. (M) (OQ) 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

10. TRADERS Act and subject to necessary approvals,if any.

RESOLVED FURTHERTHATthe aggregate of the salary, perquisites, allowance

AHMEDABAD. USHABH R Minute Book

total remuneration payable by the Company shall be[within][the] prescribed limits[of][ total] managerial remuneration payable[to][all] Managing[Director] /[Whole-Time][Director] / Managerin aggregate under[Section][197][read][with][Schedule][V][of][the] Companies[Act,] 2013 or such higher percentageof net profits of the Company as may be prescribed[from] time to time (including any subsequent amendment(s) and/or modification(s)[in][the] Rules, Act and/or applicable[laws] in this regard).

RESOLVED FURTHER THATthe Board[of] Directors of the Company be and is hereby authorized to doall such acts, deeds and things, to enter into such agreement(s), deed(s) of amendment(s) or any such document(s), 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][to] bein the best interest of the Company, as it may[deem] fit.”

Item No. 4: Appointment of Mrs.[Zarana] Pratik Patel as an Independent Director of the Company. - ORDINARY[RESOLUTION]

“RESOLVED THATpursuantto the provisions of the Sections 149, 152 and any other applicable provisions[of][the] Companies[Act,][2013] (‘the Act’) and the Rules made thereunder read with Schedule[IV] to the Companies Act, 2013 and provisions of[SEBI] (Listing Obligations[and][Disclosure] Requirements) Regulations, 2015 (including any statutory[modification(s)] and/or reenactment(s)[thereof][for][the][time][being][in][force)] (‘the[SEBI] Regulations’),[Mrs.][Zarana][Pratik][Patel][(DIN:] 08580937) ,who[was] appointed as an[Additional][Director] (Independent) by[the][Board][of][Directors][of][the] company, pursuantto[Section][161][and][other][relevant][provisions][of the][Companies] Act,[2013][and] Rules made thereunder (including any statutory modification or re-enactment thereof, for the time being in force), Articles of Association of the Company, approvals and recommendations of the Nomination and Remuneration Committee, with effect from October 22, 2019 and in respect of whom the company has received a notice in writing under section 160(1) from a member proposingher candidature forthe office of Director and[who] has submitted a declaration that she meets the criteria of independence as provided in Section 149(6)[of][the][Act][and][the][SEBI] Regulations,[be][and][is] hereby appointed as a[Non-][Executive] Independent[Director][of][the] Company[with][effect][from] October 22, 2019 to hold office for a term of[5] (five) consecutive years upto October 21, 2024, and[whose] office[shall] not[be][liable] to[retirement] by[rotation.]

RESOLVED FURTHER THATtheBoard of Directors of the company be andis hereby authorized or may delegateall or any of the powers to any committee of directors with powerto[further][delegate][to][or] any[other][Officer(s)] /[Authorized][Representative(s)][of] the Companyto doall acts, deeds and things and takeall such steps as may be necessary, properor[expedient] to[give][effect to][this][resolution.”]

The summarised details of voting (remote e-voting and physical Postal ballot) on the above resolutions as per Scrutinizer’s report wereas follows:

abovereso	lutions	asper Scrutinizer’s report wereas follows:	asper Scrutinizer’s report wereas follows:
Resoluti		Particulars of Votes cast
on no.
and
subject
Matter
1.	Raising of funds through issue of equity shares/ depository receipts and/or anyotherfinancial instruments or securities representing eitherequity shares and/or convertible securities linked to equity shares including through Further public offer/Right issue/Qualified Institutions Placement / Debt issue/ American Depository Receipts /Global Depository Receipts / peferential issue or suchother permissible mode or combinations thereof.
Chairtydn's Initials 4

81009

93777

30029200

98640,

30029000, 93270

(M) (O)

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TRADERS
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AHMEDABAD.

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RUSHABH
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E- Postal Total Results Voting ballot Declared Nos. % Nos. % Nos. % Total 279040 77.51 76 0.00 27904139 77.51 votes 63 polled Approved

Votes 279040 100 76 0.00 27904088 100 with in favour 12 requisite Votes 51 0.00 - - 51 0.00 majority against Invalid - - - - - - Votes Appointment of[Mr.] Sagar[Prahladbhai][Patel ] as a Director[of][ the] Company

E- Postal Total Results Voting ballot Declared Nos. % Nos. % Nos. % Total 279040 77.51 60 0.00 27904123 77.51 votes 63 Approved polled with

Votesin 269407 96.55 60 0.00 26940819 96.55 requisite favour 59 majority

Votes 963304 3.45 - - 963304 645 against Invalid - - - - - Votes Appointment[of][Mr.] Sagar[Prahladbha][ i][Patel] as an[Executive] Director[of] the Company.

E- Postal Total Results Voting ballot Declared Nos. % Nos. % Nos. % Total 279040 77.51 60 0.00 27904105 77.51 votes 45 polled Approved Votesin 269404 96.55 60 0.00 29002415 80.56 with favour 11 requisite Votes 963634 3.45 - - 963634 3.45 majority against Invalid - - - - - Votes

81009 Appointment of[Mrs.] Zarana Pratik Patel as an Independent Director of the Company.

E- Postal Total Results 93777

30029200 Voting ballot Declared Nos. % Nos. % Nos. %

98640, Total 279040 77.51 60 0.00 27904123 77.51 votes 63 93270 30029000, Votesinpolled 279036 100 60 0.00 27903722 100 withApproved favour 62 requisite (M) (O) Votes 401 0.00 0.00 0.00 401 0.00 majority against Invalid - : - - - -

TRADERS Votes AHMEDABAD. USHABH R

Chairman'g Initials Minute Book

The consolidated voting result along with the Scrutinizer’s Report were displayed on the website of the Company viz. www.pspprojects.com and as that of our Registrar and Transfer Agent viz Karvy Fintech Private Limited viz. www.evoting.karvy.com . The result was also communicated to[BSE][Limited][and][National][Stock] Exchange[of][India] Limited, where the securities[of][ the] Company arelisted. vy PATEL CHAIRMAN (DIN: 00037633) Place: Ahmedabad Date: November 28, 2019

81009 93777 30029200 98640, 30029000, 93270 (M) (O) TRADERS AHMEDABAD. RUSHABH Chairman's Initials