PSP Projects MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 5 Nov 2025, 3 fund houses

• APPOINTMENT OF MR. KATTUNGA SRINIVASA RAO (DIN: 00022533) AS A NON-EXECUTIVE NON-INDEPENDENT DIRECTOR OF THE COMPANY.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundNo concern identified on the merit of proposed appointee. Non-Compliant with the Companies Act, 2013 and SEBI LODR, 2015: Directorship ceased on 27th September, 2025 i.e. 17th AGM of the Company and shareholders’ approval was not obtained. As a result, shareholders’ approval for the appointment of proposed appointee on the Board is delayed.

  2 for1 against
• APPOINTMENT OF MR. GIRISHKUMAR SINGAL (DIN: 11258884) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundNo concern identified on the merit of proposed appointee. Non-Compliant with the Companies Act, 2013 and SEBI LODR, 2015: Directorship ceased on 27th September, 2025 i.e. 17th AGM of the Company and shareholders’ approval was not obtained. As a result, shareholders’ approval for the appointment of proposed appointee on the Board is delayed.

  2 for1 against
• APPROVAL FOR REMUNERATION OF RELATED PARTY, MS. POOJA PATEL, CEO OF THE COMPANY, HOLDING OFFICE OR PLACE OF PROFIT.

  ›Against Bank of India Mutual Fund, Motilal Oswal Mutual Fund

  • Bank of India Mutual FundMs. Pooja Patel, 32, is the daughter of Prahaladbhai Patel - Chairperson, Managing Director, and Promoter of the company, and sister of Sagar Patel, an Executive Director and promoter of the company. She was Whole-time Director of the company till 5 August 2025. She has been appointed as Chief Executive Officer from 6 August 2025. She has more than 10 years of experience in the construction sector. She was paid Rs. 18.0 mn in capacity of Whole-time Director in FY25. The company now seeks approval to pay her remuneration not exceeding Rs. 30.0 mn per annum, which is high for the size of business and not in line with peers. Further, the overall promoter remuneration has been high in the past: it aggregated 13.1% of FY25 consolidated PBT and 12.3% of FY24 consolidated PBT. Her remuneration terms also include other perquisites which have neither been quantified nor been capped. We do not support the resolution.
  • Motilal Oswal Mutual FundNon-compliance with Companies Act, 2013: Prior approval not sought. Governance Concern: No adequate justification for significant increase in the remuneration.

  1 for2 against
• TO APPROVE: (I) ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF THE COMPANY; AND (II) GRANT SPECIAL RIGHTS TO IDENTIFIED SHAREHOLDERS OF THE COMPANY.

  ›Against Bank of India Mutual Fund, Motilal Oswal Mutual Fund

  • Bank of India Mutual FundThe company proposes to amend and restate its AoA to incorporate relevant terms of the Shareholders Agreement dated 14 November 2025 between the company, existing promoters and acquirer. These terms include board nomination rights, right to nominate persons to executive management positions, reserved matter rights and information and inspection rights related to certain matters. The company has not disclosed the amended and restated AoA, therefore we are unable to comment on the proposed changes. We do not support the resolution.
  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Positions should be determined considering the role of the committee and the expertise of the Director and not on the basis of any special rights. A capable board member would eventually be appointed on committee based on merit without any special rights.

  1 for2 against
• TO APPROVE THE MATERIAL RELATED PARTY TRANSACTION(S) PROPOSED TO BE ENTERED INTO BY THE COMPANY DURING THE FINANCIAL YEAR 2025-26.

  3 for0 against
• TO APPROVE THE MATERIAL RELATED PARTY TRANSACTION(S) PROPOSED TO BE ENTERED INTO BY THE COMPANY DURING THE FINANCIAL YEAR 2025-26.

  3 for0 against
• TO APPROVE THE MATERIAL RELATED PARTY TRANSACTION(S) PROPOSED TO BE ENTERED INTO BY THE COMPANY DURING THE FINANCIAL YEAR 2025-26.

  3 for0 against
• TO APPROVE THE MATERIAL RELATED PARTY TRANSACTION(S) PROPOSED TO BE ENTERED INTO BY THE COMPANY DURING THE FINANCIAL YEAR 2025-26.

  3 for0 against
• TO APPROVE THE MATERIAL RELATED PARTY TRANSACTION(S) PROPOSED TO BE ENTERED INTO BY THE COMPANY DURING THE FINANCIAL YEAR 2025-26.

  3 for0 against

Mutual fund votes, meeting of 27 Sep 2025, 3 fund houses

• To receive, consider and adopt – 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; b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of Auditors thereon.MoreLess

  3 for0 against
• 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.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Holding position of Chairman and Managing Director;

  2 for1 against
• To appoint M/s. Chirag Shah & Associates, Practicing Company Secretary as Secretarial Auditor of the Company for a first term of five consecutive years.

  3 for0 against
• Approval of increase in remuneration of related party, Mr. Dinubhai Patel, holding office or place of profit.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance & Transparency Concern: Basis of arriving at remuneration not disclosed and no clarity on whether proposed remuneration is comparable with similar grade employees, hence fairness of proposed remuneration cannot be ascertained.

  2 for1 against
• Ratification of Cost Auditors’ Remuneration for the Financial Year 2025-26.

  3 for0 against

Mutual fund votes, meeting of 18 Sep 2024, 7 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt –na. the Audited Standalone Financial Statements ofnthe Company for the financial year ended Marchn31, 2024, together with the Reports of the Board ofnDirectors and the Auditors thereon;nb. the Audited Consolidated Financial Statements ofnthe Company for the financial year ended Marchn31, 2024, together with the Reports of Auditorsnthereon.MoreLess

  6 for0 against
• To appoint a director in place ofnMr. Sagar P. Patel, who retires by rotation andnbeing eligible, offers himself for re-appointment

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundSagar Patel, 28, is part of the promoter family and Whole-time Director, PSP Projects Limited. He has over six years of experience in the construction industry. He has been on the board since October 2019 and is involved in areas of project planning, tendering, contracts, and execution of projects in the company. He is handling the Precast Business of PSP Projects Limited. He has attended all the board meetings held in FY24. While his appointment is in line with the statutory requirements, we note that his aggregate work experience is less than 10 years and his appointment does not align with our guidelines. We are unable to support the resolution.

  5 for1 against
• To re-appoint Mr. Prahaladbhai S.nPatel as Chairman, Managing Director and CEOnof the Company.

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Holding position of Chairman and Managing Director; No cap on variable pay and proposed basic salary, Board discretion to revise remuneration; Quantum of remuneration appears to be excessive.
  • Bank of India Mutual FundPrahaladbhai S. Patel, 62, is promoter and CMD and CEO, PSP Projects Limited. While we support his reappointment, we do not support the resolution given that in FY24 he received a remuneration of Rs. 161.0 mn which was higher than peers and was at a multiple of 386x to median employee remuneration and 9.5% of the consolidated profit before tax, which is high. Further, his proposed remuneration structure is open-ended and caps his remuneration (including commission) at 7% of net profits. As a result, we are unable to estimate his proposed remuneration. The company must cap his fixed pay and commission in absolute terms and establish performance metrics that determine variable pay. We do not support the resolution.

  1 for5 against
• To re-appoint Mr. Sagar P. Patel asnan Executive Director of the Company

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: No cap on variable pay/ total remuneration; Board discretion to determine the Commission; Quantum of remuneration appears to be on the higher side.
  • Bank of India Mutual FundSagar P. Patel, 28, is part of the promoter group and son of Prahaladbhai Patel, CMD. He was appointed as Whole-time Director at the 2019 AGM, for five years from 1 November 2019. His remuneration was revised in the 2020 AGM. We note that his aggregate work experience is less than 10 years and his appointment does not align with our guidelines. In FY24, he received a remuneration of Rs. 24.0 mn. His remuneration structure is open-ended and allows the company to pay him a maximum remuneration of upto 5% of net profits of the company, which is high. As a result of the remuneration’s open-ended nature, we are unable to estimate his proposed remuneration. The company must cap his commission in absolute terms and establish performance metrics that determine variable pay. We do not support the resolution.
  • ICICI Prudential Mutual FundSagar P. Patel, 28, is part of the promoter group and son of Prahaladbhai Patel, CMD. In FY2024, he received a remuneration of `24.0 million. His remuneration structure is open-ended and allows the company to pay him a maximum remuneration of upto 5% of net profits of the company, which is high. As a result of the remuneration’s open ended nature, the remuneration of Sagar Patel & thus, overall promoter group remuneration can turn out to be high. The company must cap his commission in absolute terms or reduce the percentage of net profits and establish performance metrics that determine variable pay. The AMC is in favor of appointment of Sagar Patel, but does not agree with his remuneration. Hence, the AMC has voted against the resolution.

  0 for6 against
• To appoint Mrs. Swati H. Mehta as Non-Executive Independent Director ofnthe Company.

  7 for0 against

Mutual fund votes, meeting of 4 Apr 2024, 5 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• TO CONSIDER AND APPROVE RAISING OF FUNDS THROUGH ISSUANCE OF SECURITIES

  1 for0 against

Mutual fund votes, meeting of 9 Sep 2023, 3 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt –na. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon;nb. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, together with the Reports of Auditors thereon.MoreLess

  3 for0 against
• To declare a Final Dividend of ₹2.50/- per fully paid equity share for the financial year ended March 31, 2023.

  3 for0 against
• To appoint a director in place of Ms. Pooja P. Patel (DIN: 07168083), who retires by rotation and being eligible, offers herself for reappointment.

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundMs. Pooja P Patel, 30, is part of the promoter family and Whole-time Director, PSP Projects Limited. She has been on the board since April 2015 and has been involved in planning of projects, procurement of materials and execution of projects for PSP. She has attended all the board meetings held in FY23. We believe that, given her limited experience, she may not have adequate experience to be on the board of a listed company.

  2 for1 against
• To reappoint M/s. Kantilal Patel & Co.,Chartered Accountants, Ahmedabad as Joint Statutory Auditors of the Company.

  3 for0 against
• To appoint M/s. Prakash B Sheth & Co., Chartered Accountants, Ahmedabad as Joint Statutory Auditors of the Company.

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual FundAppointment is compliant with law. Governance Concern: Proposed Auditor appears to be related to outgoing Auditor. The Company has not provided any explanation w.r.t the same in the notice.
  • Bank of India Mutual FundPrakash B Sheth & Co will replace Ms. Riddhi P Sheth & Co as joint statutory auditors Ms. Riddhi P Sheth was appointed as a Joint Statutory Auditor for five years in the 2018 AGM and has completed her five year tenure. Prakash B Sheth & Co., Chartered Accountants, is a proprietorship firm and was the statutory auditor of the company from the date of incorporation (in 2008) till the AGM of 2018. The company has proposed to pay the audit fee of Rs. 0.75 mn excluding taxes and out of pocket expenses for FY24. The aggregate audit fees (for both the auditors) for FY23 stood at Rs. 2.4 mn on a standalone basis. Given that Prakash B Sheth & Co is a proprietorship, we believe the firm does not have sufficient experience to audit the books of a listed company.Further, the company must clarify whether Prakash B Sheth, proprietor of Prakash B Sheth & Co. and Ms. Riddhi Prakash Sheth, the outgoing auditor, are related to each other.
  • Motilal Oswal Mutual Fund"Appointment is compliant with law. Governance Concern: Proposed Auditor appears to be related to outgoing Auditor. The Company has not provided any explanation w.r.t the same in the notice."

  0 for3 against
• Power to Create of Charge / Mortgage on assets of the Company.

  3 for0 against
• Alteration of Articles of Association with respect to removal of common seal clause.

  3 for0 against
• Ratification of Cost Auditors’ remuneration.

  3 for0 against

Mutual fund votes, meeting of 27 Sep 2022, 1 fund house

• To receive, consider and adopt –na. the Audited Standalone Financial Statements of thenCompany for the financial year ended March 31, 2022,ntogether with the Reports of the Board of Directorsnand the Auditors thereon;nb. the Audited Consolidated Financial Statements ofnthe Company for the financial year ended March 31,n2022, together with the Reports of Auditors thereon.MoreLess

  1 for0 against
• To declare a Final Dividend of Rs. 5/- per fully paid equity share for the financial year ended March 31, 2022.

  1 for0 against
• To appoint a director in place of Mr. Prahaladbhai S. Patel (DIN: 00037633), who retires by rotation and being eligible, offers himself for reappointment.

  1 for0 against
• To appoint Mrs. Achala M. Patel (DIN: 00914990) as Non-Executive Independent Director.

  1 for0 against
• To revise the terms of Remuneration payable to Ms. Pooja P. Patel (DIN: 07168083), Whole-Time Director of the company.

  1 for0 against
• Revision in the terms of Remuneration payable to Mr. Sagar P. Patel (DIN: 07168126), Executive Director of the company.

  1 for0 against
• Ratification of Cost Auditors’ remuneration.

  1 for0 against