ITD Cementation India Ltd

The Directors present herewith their Report and the Audited Financial Statements for the financial year ended 31 March 2025.

(Rs. In Lakhs)

Revenue from operations for the financial year ended 31 March 2025 is I 897,404 Lakhs (I 754,211 Lakhs in FY 2023-24), an increase of about 19% over the previous year. The Company has made a profit after tax of I 37,281 Lakhs for the financial year ended 31 March, 2025 (I 27,374 Lakhs in the FY 2023-24), an increase of about 36% over the previous year.

Revenue from operations for the financial year ended 31 March 2025 is I 909,694 Lakhs (I 771,787 Lakhs in FY 2023-24), an increase of about 18% over the previous year.

The Company has made a profit after tax of I 37,333 Lakhs (I 27,418 Lakhs in FY 2023-24), an increase of about 36% over the previous year.

Subsequent to the end of FY 2024-25, your Company became a part of the Adani Group, as Italian-Thai Development Public Company Limited, the erstwhile Promoter of the Company, divested their entire shareholding in your Company by way of transfer of 8,01,13,180 fully paid up equity shares of I 1/- each of the Company representing 46.64% of the Voting Share Capital, held by them to Renew Exim DMCC, a company belonging to Adani group (Renew / Acquirer).

Pursuant to the acquisition of 8,01,13,180 Shares of the Company by Renew, the Acquirer made an open offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, to acquire up to 4,46,64,772 fully paid up equity shares of I 1/- each (representing 26% of the voting share capital) at I 571.68 per share ("Open Offer").

Pursuant to the said Open Offer, the Acquirer further acquired 3,57,77,403 shares of the Company representing 20.83% of the voting share capital, from the public shareholders of the Company.

As disclosed in the Letter of Offer, Renew, has acquired control over the Company and became its Promoter with effect from 28 May 2025.

With the change in the promoters, there has been a change of ownership and control of your Company.

The Company has been using "ITD Logo", which is a registered Trade Mark owned by Italian-Thai Development Public Company Limited ("ITDPCL"), the erstwhile Promoter of the Company, and has been operating its business activities under the name of "ITD Cementation India Limited". In view of the change in ownership and control, the Company is required to discontinue the usage of the "ITD logo". Therefore, it is proposed to change the name of the Company and the Ministry of Corporate Affairs, vide its letter dated 12 June 2025, has made available, the new name to the Company as "Cemindia Projects Limited", subject to the approval of the shareholders at a general meeting. Consequential changes will also be required to be made to the Company's Memorandum and Articles of Association.

The relevant resolutions seeking members' approval for change in the name of the Company and amendments to the Memorandum and Articles of Association are being placed at the ensuing Annual General Meeting.

Total value of new contracts secured during the financial year: over I 710,000 Lakhs.

Major contracts secured during the FY 2024-25 having a value of I 20,000 Lakhs and above were as under:–

Engineering, Supply/Procurement and Construction Contract for Marine Facilities for Third Berth (Jetty) & Specified Additional Works LNG Terminal for Petronet LNG Limited, Dahej, Gujarat.

Redevelopment of General Pool Residential colony at Kasturba Nagar, New Delhi (Phase-II), for CPWD, New Delhi.

Main Contract (Civil, Structure and Extn. Works) for INGKA NMP Package 1B, Sector 51, NOIDA (UP) for Ingka Centres India Private Limited (IKEA), Noida.

Engineering, Supply/Procurement and Construction Contract for the Work of Construction of Near Shore Reclamation and Shore Protection for Greenfield Vadhvan Port for Vadhvan Port Project Limited (VPPL), Dahanu, Maharashtra.

Civil Works at Taldih Iron Ore Mine Project for Adani Enterprises Limited- Natural Resources, Odisha.

Construction of Four (04 Nos) stations (Pkg C2B) at BSRP Stations of Corridor-2, including Elevated viaduct, with all allied works for Rail Infrastructure Development Company (Karnataka) Limited, Bangalore, Karnataka.

During the financial year, a number of contracts were completed including-

Construction of Rubble Mound Breakwater (2426m including 143m spur) for Development of Port Terminal for HOWE Engineering Projects (I) Pvt. Ltd., Vizhinjam, Kerala.

Development of Third Chemical Berth at Pir Pau, MBPT, Mumbai, Maharashtra.

Development of Fourth Container Terminal at Jawaharlal Nehru Port on Design, Build, Finance, Operate and Transfer Basis - Wharf and Approach Trestle Works for BMCT Maharashtra.

Balance works for Construction of Container Berth, Vizhinjam, Kerala.

Construction of Terminal 3, Gujarat for HOWE Engineering Projects (I) Pvt. Ltd., Mundra, Gujarat.

Construction of Terminal 5 for HOWE Engineering Projects (I) Pvt. Ltd., Mundra, Gujarat.

Construction of Container Berth 3 for Handling Dry Cargo for Adani Hazira Port Ltd., Hazira, Gujarat.

Development of T3 Terminal, South Port for Adani Container Terminal Limited, Mundra, Gujarat.

Modification and Refurbishment of Terminal - 2 Building at Ahmedabad Airport for Ahmedabad International Airport Limited at Ahmedabad, Gujarat.

DIVIDEND

In view of the performance of the Company during the financial year under consideration, the Directors are pleased to recommend a dividend of I 2.00 per equity share (200%) on 171,787,584 equity shares of I 1/- each fully paid up. The above dividend amounting to I 3,436 Lakhs, if approved at the ensuing Annual General Meeting (AGM) of the Company, will represent 9.22% of distributable profits of I 37,281 Lakhs for the financial year.

Pursuant to the Finance Act, 2020, since dividend income is taxable in the hands of the shareholders, the Company will be required to make deduction of tax at source from dividend payable to the members at prescribed rates under the Income Tax Act for the financial year.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), the Company has formulated and adopted a Dividend Distribution Policy. It is available on the Company's website and can be accessed at https:// www.itdcem.co.in/wp-content/uploads/2016/06/ Dividend-Distribution_Policy.pdf

The Company has not transferred any amount to the reserves during the financial year.

As required under Regulation 34 of the Listing Regulations and Section 129 of the Companies Act, 2013 (hereinafter referred to as ‘the Act'), the Consolidated Financial Statements, which have been prepared by the Company in accordance with the applicable provisions of the Act and the applicable Accounting Standards, form part of this Annual Report.

The performance and financial position of the Company's subsidiary and joint ventures are summarised herein below:

(Rs. In Lakhs)

*Share of profit/ loss recognised based on control exercised by the Company.

^Pursuant to the Joint Venture Project Implementation Management Agreement entered into between ITD Cementation India Limited and Italian-Thai Development Public Company Limited in respect of the five (5) projects being executed by ITD Cemindia JV, ITD Cementation India Limited will effectively have 100% share in the profit/ (loss) of these projects.

However, ITD Cementation India Limited and Italian-Thai Development Public Company Limited will continue to share profit / (loss) in the other projects of ITD Cemindia JV in the ratio of 80% and 20% respectively.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the performance and financial position of the said Subsidiary and Joint Ventures as required under Rule 5 of the Companies (Accounts) Rules, 2014 as amended, is provided in Form AOC-1 marked as Annexure 1 and forms part of the Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of Subsidiary, are also available on the website of the Company https://www.itdcem.co.in/investors/subsidiary-company/.

The Company lays significant emphasis on improvements in methods and processes in its areas of construction and operations. The primary focus of this effort is to continually refine the frequently used systems at the Company's project sites to derive optimisation, reduction in the breakdowns, improve effectiveness and efficiency of use and hence provide a competitive edge for any project.

Information on Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached herewith and marked as Annexure 2 to this Report.

Pursuant to the provisions of Section 139 of the Act, M/s. T R Chadha & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 006711N/N500028) were appointed as the Auditors of the Company at the 44th Annual General Meeting (AGM) held on 22 September, 2022 for a period of five years from the conclusion of the 44th AGM until the conclusion of the 49th AGM to be held in the year 2027.

The Statutory Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to prepare and maintain cost records and also have the same audited by a Cost Accountant. The Cost Audit Report and the Compliance Report of the Company for the year ended 31 March 2024 were filed with the Ministry of Corporate Affairs by Mr. Suresh D. Shenoy, Cost Accountant, before the due date as prescribed under the Companies (Cost Records and Audit) Rules, 2014, as amended. Further, the cost accounts and records as required to be maintained under Section 148 of the Act, are duly made and maintained by the Company.

The Board, based on the recommendation of the Audit Committee, has re-appointed Mr. Suresh D. Shenoy, Cost Accountant (Membership No. 8318), as Cost Auditors of the Company for conducting cost audit for the year 2025-26.

The Company has received consent from Mr. Shenoy for his re-appointment. He has also provided confirmation that he is free from any disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act. He has further confirmed his independent status and an arm's length relationship with the Company.

The consent of the members is being sought at the ensuing Annual General Meeting for ratification of the remuneration payable to the Cost Auditor for the financial year 2025-26.

The Cost Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Parikh & Associates, Practicing Company Secretaries, Mumbai, as the Secretarial Auditor for conducting Secretarial Audit of the Company for the year 2024-25. The Secretarial Audit Report issued by M/s Parikh & Associates for the year 2024-25 is attached herewith and marked as Annexure 3 to this Report. The said Secretarial Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Pursuant to recently amended Regulations 24(A) of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 (amended Listing Regulations), the Board, at its meeting held on 20 June 2025, based on the recommendation of the Audit Committee, has appointed M/s. Parikh & Associates, Mumbai, a firm of Practicing Company Secretaries (Registration No. P1988MH009800) as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the financial year 2025-2026 to the financial year 2029-2030, for conducting Secretarial Audit under the Companies Act, 2013 and the Rules framed thereunder and for other services to be provided by them, subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.

In accordance with the provisions of Section 203 of the Act, the following persons were the KMPs of the Company as at 31 March 2025:

1. Mr. Santi Jongkongka (DIN 08441312), Whole time Director, designated as Executive Vice Chairman, has tendered his resignation from the Board of the Company, with effect from the conclusion of the Board meeting on 29 May 2025, due to change of ownership and control of the Company.

2. Mr. Prasad Patwardhan has resigned from the position of Chief Financial Officer and KMP of the Company to take effect from the close of business hours of 31 May 2025, for pursuing his personal and professional goals outside the organisation.

The Board placed on record its deep appreciation for the valuable services and guidance provided by Mr. Santi Jongkongka during his tenure as the Whole time Director designated as Executive Vice Chairman of the Company and Mr. Prasad Patwardhan as Chief Financial Officer of the Company.

Following persons are the KMPs of the Company as on the date of this report:

1. Mr. Nitesh Sharma has been appointed as Chief Financial Officer and KMP of the Company with effect from 16 June 2025.

Mr. Santi Jongkongka (DIN 08441312) was re-appointed as Whole-time Director designated as Executive Vice Chairman of the Company for a period of three months from 1 April 2025 to 30 June 2025 (both days inclusive), liable to retire by rotation, which was approved by the Members through Postal Ballot on 8 May 2025.

Mr. Jayanta Basu (DIN 08291114) was re-appointed as Managing Director of the Company for a period of three years from 1 April 2025 to 31 March 2028 (both days inclusive), not liable to retire by rotation, which was approved by the Members through Postal Ballot on 8 May 2025.

Subsequent to the Financial year under review due to change of ownership and control of the Company, following changes took place in the Board of Directors of the Company:

Dr.MalayMahadevia(DIN00064110)hasbeen appointed as an Additional and Non-Executive Non-Independent Director by the Board with effect from 28 May 2025, liable to retire by rotation, and he holds office up to the date of the ensuing Annual General Meeting.

Mr. KS Rao (DIN 00022533) has been appointed as an Additional and Non-Executive Non-Independent Director by the Board with effect from 28 May 2025, liable to retire by rotation and he holds office up to the date of the ensuing Annual General Meeting.

Mr. Manoj Kumar Kohli (DIN 00162071) has beenappointedasanAdditionalDirectorbythe Board at its meeting held on 20 June 2025 and he holds office up to the date of the ensuing Annual General Meeting. He has also been appointed as a Non-Executive Independent Director with effect from 20 June 2025 for a period of 3 (three) consecutive years from

20 June 2025 to 19 June 2028 (both days inclusive), not liable to retire by rotation.

Mrs. Sangeeta Bhatia (DIN 06889475) has been appointed as an Additional Director by the Board at its meeting held on 20 June 2025 and she holds office up to the date of the ensuing Annual General Meeting. She has also been appointed as a Non-Executive Independent Director with effect from

20 June 2025 for a period of 3 (three) consecutive years from 20 June 2025 to 19 June 2028 (both days inclusive), not liable to retire by rotation.

Mr. Jayanta Basu (DIN 08291114), whose appointment as Managing Director of the Company was approved by the Members through Postal Ballot on 8 May 2025 for a period of 3 (three) years from 1 April 2025 to 31 March 2028 (both days inclusive), not liable to retire by rotation, will be retiring by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment in compliance with Section 152(3) of the Companies Act, 2013.

Pursuant to the sale and transfer of the entire shareholding of Italian-Thai Development Public Company Limited, erstwhile Promoter of the Company, to Renew Exim DMCC, and the consequent change in ownership and control of the Company, the following Directors have tendered their resignations from the Board of the Company, and they have cited no other material reasons for their resignations:

Mr. Piyachai Karnasuta (DIN 07247974) resigned as Non-Executive Chairman with effect from 29 May 2025.

Mr. Santi Jongkongka (DIN 08441312) resigned as Whole-Time Director designated as Executive Vice Chairman with effect from 29 May 2025.

Mr. Sunil Shah Singh (DIN 00233918) resigned as Independent Director of the Company with effect from 20 June 2025.

Ms. Jana Chatra (DIN07149281) resigned as Independent Director of the Company with effect from 20 June 2025.

The Board placed on record its deep appreciation for the valuable services and guidance provided by the Directors during their respective tenures as Directors of the Company.

The disclosures made in this regard are available at https://www.itdcem.co.in/about-us/board-of-directors-and-committees-of-directors/

Mr. Manoj Kumar Kohli (DIN 00162071) has been appointed as an Additional and Non-Executive Independent Director with effect from 20 June 2025 for a period of 3 (three) consecutive years from 20 June 2025 to 19 June 2028 (both days inclusive), not liable to retire by rotation.

The Board is of the opinion that Mr. Kohli possesses rich and wide experience and proficiency in various industries. Earlier he was the Executive Chairman of SB Energy from 2015 and achieved over 7GW of renewable energy - solar, wind and hybrid - capacity in India and US.

Previously he was Managing Director and CEO, Bharti Airtel, for operations in 20 countries in Asia and Africa till 2015. He led the creation of the unique business model, an admired brand, high performance culture and the operations to scale from 2m to over 400m customers (now 550m) to be the third largest telco in the world. He led formation of Airtel TV leader in DTH service and Indus the largest tower company in the world for achieving major infrastructural synergies.

He started his career in HR in 1979 with the DCM Shriram and held business leadership positions in the Foods, Chemicals, Refrigeration and Honda JV etc. After 16 years in the manufacturing sector, he led a mobile startup Escotel to achieve market leadership in 3 important markets in India.

He was the Board Member of GSMA in 2008 and 2012 and the Chairman, CII Task Force on Ease of Doing Business, Chair of CII Unicorn Forum for attracting new tech investments in India and now member of National Start-up Advisory Council of the Union Government of India.

Over all, his 46 years of work experience is divided between the manufacturing, telecom, renewable energy and digital technology sectors. He has worked in US, Europe, China, Japan and build business in over 30 countries in Asia Pacific and Africa.

Mrs. Sangeeta Bhatia (DIN 06889475) has been appointed as an Additional and Non-Executive Independent Director with effect from 20 June 2025 for a period of 3 (three) consecutive years from 20 June 2025 to 19 June 2028 (both days inclusive), not liable to retire by rotation.

The Board is of the opinion that Mrs. Bhatia possesses rich and wide experience and proficiency in finance. With over 36 years of dedicated service in the Finance and Accounts department at NTPC Ltd, a premier enterprise of the Government of India and a leading utility in the Indian power sector, Mrs. Bhatia has played a pivotal role in its exceptional growth from a 200 MW company to a formidable about 60 GW integrated power giant.

Mrs. Bhatia brings a wealth of experience in resource mobilisation, adeptly handling both equity and debt from domestic and international markets to finance power projects, including renewable energy ventures. She has successfully raised over USD 3 billion through loans, export credits, and Eurobonds. Her vast expertise includes over a decade of collaboration with multilateral lending agencies such as IBRD, ADB, and ECAs including JBIC, K-Exim, and EKN, as well as managing high value treasury transactions.

A key participant in NTPC's transformative journey, Mrs. Bhatia supported the implementation of ERP systems across more than 100 locations both within India and internationally. She possesses extensive experience in developing and instituting a robust Corporate Governance Framework and established a think tank to address business risks and develop an enterprise-wide risk mitigation framework.

The Company has received the necessary declarations from each Independent Director of the Company under Section 149(7) of the Act and Regulation 25 (8) of the Listing Regulations confirming that he/she meets with the criteria of independence as laid down in Section 149(6) of the Act as well as Regulation 16(1) (b) of the Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the financial year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than being in receipt of sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of Board of the Company.

Pursuant to the provisions of Section 134 (3)(p), Section 149 (8) and Schedule IV of the Act and applicable Listing Regulations, annual evaluation of performance of the Board, the individual Directors as well as Committees of the Board had been carried out. The performance of the individual Members of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board, based on the inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

At a separate Meeting of Independent Directors held on 12 February 2025, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors based on meaningful contribution made by each of them while participating in the Board and Committee meetings, etc.

Based on the meeting of the Independent Directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and Individual Directors was also deliberated upon at the Board Meeting. Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Six meetings of Board of Directors were held during the year under report. For details pertaining to the composition and number of meetings of the Board, please refer to the Report on Corporate Governance which forms part of this Report.

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: (a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

*Non-Executive Directors were also paid sitting fees as per details given in the Report on Corporate Governance. Sitting fees do not constitute an element of remuneration.

(b) The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary during the year:

(c) The percentage increase in the median remuneration of employees in the year: 8.75% (d) The number of permanent employees on the rolls of the Company: 2739 (As on 31 March 2025) (e) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

(f) Affirmation that the remuneration is as per the Nomination and Remuneration Policy of the Company: The Company affirms that the remuneration is as per the Nomination and Remuneration Policy of the Company.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

in the preparation of the annual accounts for the year ended 31 March 2025, the applicable accounting standards have been followed and there have been no material departures; the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year; the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the Directors have prepared the annual accounts on a going concern basis; the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

As required under Section 177(8) of the Act, the details pertaining to the composition, terms of reference and number of meetings of the Audit Committee are included in the Report on Corporate Governance, which forms part of this Report.

During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.

The Company has formulated and published Whistle Blower Policy. This Policy has adequate safeguards against victimisation of the whistle blower and ensures protection of the whistle blower's identity. The Audit Committee oversees the functioning of this Policy. A Whistle Blower is entitled to direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. In case of Whistle Blowing Disclosures, they shall be appropriately dealt with by the Audit Committee or by the Investigators as directed by the Audit Committee or its Chairperson as stipulated in the said Policy. This Policy is available on the website of the Company at https://www.itdcem.co.in/wp-content/ uploads/2016/06/FINAL-Whistle_Blower_Policy.pdf.

The Company has an internal control system commensurate with the size, scale and complexity of its operations. In order to enhance controls and governance standards, the Company has adopted Standard Operating Procedures, which ensure that robust internal financial controls exist in relation to operations, financial reporting and compliance for orderly and efficient conduct of its business, including adherence to Company's Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. In addition, the Company strives to remain vigilant on the evolving cyber security threat to the Company's IT Systems. Further, Internal Audit monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations. Periodical reports on the controls in the place and suggested corrective action, wherever required, are also presented to the Audit Committee. During the financial year under report, the internal controls were tested and found effective, as a part of the Management's control testing initiative. Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors is of the opinion that the Company's Internal Financial Controls were adequate and operating effectively for the financial year ended 31 March 2025. During the year under review, there was no instance wherein the Board had not accepted any recommendation of the RMC.

Particulars of loans, guarantees and investments as required under the provisions of Section 186 of the Act have been disclosed in the Financial Statements.

None of the transactions entered into with related parties during the financial year 2024-25 falls under the purview of Section 188(1) of the Act and Rules framed thereunder. All contracts or arrangements entered into with related parties during the year, were at arm's length basis and in the ordinary course of the Company's business, and with prior approval of the Audit Committee / Board, as applicable. In terms of Section 134(3) read with Section 188(2) of the Act, no material contract or arrangement with any related party was entered into by your Company during the year under report. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014.

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the Listing Regulations are given in the Financial Statements. A Policy, governing the related party transactions, which is In Rs.ine with the requirements of the Act and the Listing Regulations, and duly approved by the Board of the Company, has been adopted and the same has been uploaded on the Company's website at https:// www.itdcem.co.in/wp-content/uploads/2016/06/RPT_ Policy_130225.pdf

The Board of Directors of the Company has constituted Risk Management Committee (RMC) to implement and monitor the risk management plan for the Company. The details pertaining to the composition, terms of reference and number of the meetings held of the RMC are included in the Report on Corporate Governance, which forms part of this Report.

The Company has a well-documented and robust risk management framework in place. Under this framework, risks are identified across all business processes of the Company on a continuous basis. These risks are further broken down into various sub-categories of risks and monitored by respective divisional/ functional heads. The Company has adopted a risk management policy and has in place a mechanism to inform the Audit / Board Members about risk assessment and minimisation procedures and its periodical review. The Committee undertakes periodical review of the said Policy to make it more effective and relevant to the growing business needs of the Company and also to ensure that appropriate processes and systems are in place to evaluate risks associated with the business of the Company.

During the year under review, there was no instance wherein the Board had not accepted any recommendation of the RMC.

More details in respect to the risk management are given in Management Discussion and Analysis (MD&A).

As required under Section 135 of the Act, the details pertaining to the composition, terms of reference and number of meetings of the CSR are included in the Report on Corporate Governance, which forms part of this Report. During the year under review, there was no instance wherein the Board had not accepted any recommendation of the CSR Committee.

The Company has framed and adopted the CSR Policy and the same has been uploaded on the Company's website https://www.itdcem.co.in/wp-content/uploads/2016/06/ CSR_Policy_Final.pdf Your Company strives to adopt a balanced approach to overall community development through CSR activities that would benefit the marginalised sections of society and bring about a positive impact in their lives, including those in and around the areas where it operates touching upon various aspects of society such as education, health, disaster management, environment and empowerment of economically weaker sections of the society.

Based on average net profit earned by the Company in the three immediately preceding financial years as computed in accordance with the CSR Rules, the Company was required to spend an amount of I 430.43 Lakhs on CSR activities for the financial year ended 31 March 2025. There was an unspent amount of I 23,62,050/- during the year, which has been transferred to Swachh Bharat Kosh, set up by the Central Government for the promotion of sanitation on 17 June 2025.

The disclosures required to be given under Section 135 of the Act read with Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in Annexure 4 and form part of this Report.

In accordance with the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the Nomination and Remuneration Committee (NRC) is responsible for determining qualification, positive attributes and independence of a Director and recommend to the Board, a Policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

The details pertaining to the composition, terms of reference and number of the meetings held for the NRC are included in the Report on Corporate Governance, which forms part of this Report.

The Company has adopted the Nomination and Remuneration Policy and the same has been uploaded on the Company's website at https:// www.itdcem.co.in/wp-content/uploads/2016/06/NRC_ Policy_Revised2025_130225.pdf and relevant extracts of the said Policy covering, inter-alia, directors' appointments are given in Annexure 5 and form part of this Report.

Particulars of employees as required under Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Board's Report and marked as Annexure 6. In accordance with the provisions of Section 136 of the Act, the Annual Report and Accounts are being mailed to all the Members of the Company excluding the aforesaid information and the said particulars will be made available on request and also made available for inspection at the Registered Office of the Company. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company is uploaded on the website of the Company and can be accessed at https:// www.itdcem.co.in/investors/financial/annual-returns/

The Company has not accepted any deposit from the public falling under Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to Listing Regulations, the Management Discussion and Analysis is attached hereto and forms part of this Annual Report and marked as Annexure 7 to this Report.

Pursuant to Listing Regulations, the Report on Corporate Governance along with a certificate of compliance from the Auditors is attached hereto and marked as Annexure 8 to this Report.

As required under Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from an environmental, social and governance perspective in the specified format, forms part of this Annual Report.

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year under review and the date of this Report.

During the financial year under review, there were no significant and material orders passed by any regulator or court or tribunal, impacting the going concern status of the Company and its future operations.

During the financial year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Statutory Auditors of the Company have not reported any instances of fraud under the second proviso of Section 143(12) of the Act.

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

There has been no change in the nature of business of the Company during the financial year under review.

There was no application(s) made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (the Code) during the financial year under review.

None during the year.

The Company has an established Integrated Management System comprising Quality Management System (QMS) conforming to ISO 9001:2015, Environmental Management System (EMS) conforming to ISO 14001:2015 and Occupational Health and Safety Management System conforming to ISO 45001:2018 at all offices, depots and project sites (India and overseas). During the financial year, Surveillance audit of the Company's Management System has been done and compliance to the requirements of the International Standards has been confirmed by TUV-NORD.

The Company is amongst the few construction companies who have established an Integrated Management System (IMS). The system is effectively implemented and maintained to ensure customer satisfaction, continual improvement and compliance to the applicable legal and other non-regulatory requirements as per the Standards.

During the current financial year, the Company demonstrated resilience and adaptability amid evolving market conditions. The growth in revenue by 18% to I 9,097 Crores and profitability by 36% to I 373 Crores is driven by robust execution capabilities, strong focus on project management, safety standards, customer engagement and financial stability. The Company maintained a disciplined approach to cost management and capital allocation, despite external headwinds including inflationary pressures and supply chain disruptions. As of March 2025, the Company has a well-diversified order book of I 18,300 Crores and secured healthy order inflows orders worth approximately over I 7,100 Crores during the year.

Subsequent to the year end, Renew Exim DMCC, an Adani Group Entity, acquired 67.46% of total shareholding of ITD Cementation India Limited via acquisition of 46.64% stake of Italian Thai Development Company Limited (ITD, Thailand) and additional 20.83% stake through Open Offer. This acquisition will enable the Company to focus on long term growth backed by operational synergies, enhanced financial support, diversification into new markets and sectors and create long term value for all its stakeholders. The construction sector in India is expected to maintain its growth momentum backed by government initiatives such as National Infrastructure Pipeline, PM Gati Shakti and enhanced capital outlay for the sector in Union and State budget. As we look ahead, the outlook remains promising supported by robust government infrastructure spending and healthy bidding pipeline. The Company is well positioned to capitalise on the sector long term growth potential backed by diversified project portfolio, proven execution capabilities, strong technical capabilities, continued investment in innovation, talent and emphasis on sustainability and digital integration.

The shares of the Company are mandatorily traded in electronic form. The Company has entered into Agreements with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The financial year of the Company is 1 April to 31 March.

Relations with staff and labour remained peaceful and cordial during the year under review.

The Directors thank Italian-Thai Development Public Company Limited, erstwhile Promoter of the Company, for the support extended by it and the guidance provided to your Company during the financial year under review. The Directors also thank all the employees of the Company for their hard work, dedication and valuable contribution and the shareholders, customers, government, regulatory authorities and bankers for their continued support which resulted in the Company achieving consistent growth over the years.