Capacite Infraprojects Ltd

DEAR MEMBERS,

The Board of Directors (‘Board' or ‘Directors') of Capacit'e Infraprojects Limited (‘Company' or ‘CIL') have pleasure in presenting their 13th Board Report on the business and operations of the Company along with the audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on March 31, 2025 (‘FY 25').

The Company is a focused Engineering, Procurement, and Construction (‘EPC') company specialising in complex building projects across residential, commercial, and institutional segments. Since its inception in 2012, the Company has built a strong reputation for quality execution, timely delivery, and sectoral diversity.

With 60+ projects delivered in 12 years — including a record-setting hospital build recognised by the Limca Book of Records — The Company has proven its execution strength. Its diversified order book, built on a single-segment focus, positions the Company as a preferred partner for marquee private and large public sector projects.

There was no change in the nature of the business of the Company during the FY 25.

In accordance with the provisions of the Companies Act, 2013 (‘the Act') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has prepared its Standalone and Consolidated Financial Statements for the FY 25, in compliance with the Indian Accounting Standards (‘Ind AS').

The key financial highlights of the Company for FY 25 are as under:

The financial results and the results of operations, including major developments, have been further discussed in detail in the Management Discussion and Analysis Report.

During FY 25, Company had incurred INR 7,666.32 Lakhs towards capital expenditure primarily towards purchase of equipment's, plant & machinery, IT and technology upgradation expenses, implemented compliance software and other administrative expenses.

The Company has not transferred any amount to the General Reserve during FY 25. As on March 31, 2025, the total Reserves and Surplus — including General Reserve, Retained Earnings, and Securities Premium — stood at INR 1,60,997.74 Lakhs.

During FY 25, there was no change in the Authorised Share Capital of the Company. As on March 31, 2025 the Authorised Share Capital of the Company stood at INR 90,00,00,000 divided into 9,00,00,000 equity shares of face value of INR 10 each.

During the FY 25, there was no change in Issued, Subscribed and Paid-up Share Capital of the Company. As on March 31, 2025, Issued, Subscribed and Paid-up Share Capital of the Company stood at INR 84,60,40,430 divided into 8,46,04,043 Equity shares having face value of INR 10 each.

During FY 25, the Company has not issued equity shares with differential rights, sweat equity shares. The Company does not have any scheme or provision for the purchase of its own shares by employees or by trustees for their benefit.

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has adopted a Dividend Distribution Policy. This policy outlines the key factors and guiding principles that the Board of Directors considers while deciding on dividend payouts or retention of profits. The policy is available on the Company's website at https://capacite.in/wp-content/uploads/2025/05/12.-Dividend-Distribution-Policy.pdf. In line with this policy, and with a view to strengthening the Company's financial position and supporting future growth plans, the Board has not recommended any dividend for the FY 25.

As on March 31, 2025, the Company has 1 (one) subsidiary and 7 (Seven) Associate and Joint Venture entities.

During the FY 25, CIPL-PPSL-Yongnam Joint Venture Constructions Private Limited, a wholly-owned subsidiary of the Company, was dissolved pursuant to an order dated May 21, 2024 of the Hon'ble National Company Law Tribunal under Sections 230 to 232 of the Companies Act, 2013.

In line with Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement in Form AOC-1, containing key financial details of above-mentioned entities, is attached to the consolidated Financial Statements and forms part of this Annual Report. This statement outlines the performance and financial position of each such entity and their contribution to the overall business.

As required under Section 136 of the Act, the audited Financial Statements of the above- mentioned subsidiary company is available on the Company's website at https://capacite.in/wp-content/uploads/2024/09/2324-Financials-of-Subsidiaries.pdf and is also open for inspection at the registered office of the Company. Physical copies will be provided to any member on request.

The Policy for determining material subsidiaries, as per Regulation 16(1)(c) of SEBI LODR, is also available on the Company's website at https://capacite.in/wp-content/uploads/2025/05/8.-Policy-for-determining-material-subsidiary_13.05.2019.pdf. As on March 31, 2025, the Company has no material subsidiary.

The Company's Board is an optimum combination of Executive, Non-Executive Directors and Independent Directors in compliance with the provisions of the Act, SEBI Listing Regulation and other applicable laws.

As on March 31, 2025, the Board comprised of 8 (Eight) Directors – One Executive Chairman, one Managing Director

& CEO, One Whole Time Director and five Independent Directors, of which two are Women Independent Directors.

All appointments and re-appointments of Directors are subject to shareholder approval at regular intervals; accordingly, the Company does not have any permanent Board seats.

Details of changes in the composition of the Board during FY 25 and up to the date of this Report are as follows:

Re-appointments at the ensuing AGM a) Pursuant to the provisions of the Act, Mr. Subir Malhotra (DIN: 05190208), Whole-Time Director, is liable to retire by rotation at the forthcoming 13th Annual General Meeting (AGM) and being eligible, has offered himself for reappointment. The Board, based on the recommendation of the Nomination & Remuneration Committee (NRC), has recommended his re-appointment.

b) The term of Mr. Rahul Katyal (DIN: 00253046), Managing Director, will expire on September 03, 2025. Being eligible, he has offered himself for re-appointment. The Board, on the recommendation of the NRC, has approved his reappointment as Managing Director & CEO for a further period of five years with effect from September 04, 2025, subject to approval of the shareholders at the ensuing AGM.

A brief profile of above Directors, including their area of expertise, relationships between Directors inter-se, details of directorships and committee positions held in other companies, and their shareholding in the Company, as required under Secretarial Standard–2 and Regulation 36 of SEBI Listing Regulations, is provided as an Annexure to the Notice of the 13th AGM.

Changes in Board Composition during FY 25 a) Mr. Kartik Rawal (DIN: 00436076) was appointed as an Independent Director by Board for a term of five consecutive years from May 03, 2024 to May 02, 2029. Further, his appointment was approved by the shareholders through Postal Ballot on July 29, 2024.

b) Mr. Rohit Katyal (DIN: 00252944) was re-appointed as Whole-Time Director (designated as Executive Chairman) for a further period of five years from June 25, 2024 to June 24, 2029, through a Special Resolution passed by the shareholders on July 29, 2024. He is not liable to retire by rotation.

In the opinion of the Board, all Directors, including those proposed for appointment and re-appointment, possess the required qualifications, experience, expertise, and proficiency, and uphold the highest standards of integrity.

In terms of Section 203 of the Act, the Key Managerial Personnel (KMP) (other than Directors) of the Company as on the date of this Report are:

Mr. Rajesh Das, Chief Financial Officer

Mr. Rahul Kapur, Company Secretary

There has been no change in the composition of KMPs during the year under review and up to the date of this Report.

The Board has taken note of below mentioned declarations received from all Independent Directors, confirming that:

1. They meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

2. In terms of Regulation 25(8) of SEBI Listing Regulations, they are not aware of any circumstances that could impair or impact their ability to discharge duties with independent judgment and without external influence.

3. They have complied with the Company's Code of Conduct.

4. They are registered on the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs.

5. They are not debarred from holding the office of director by any order of SEBI or any other regulatory authority.

Based on the declarations received from all Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI Listing Regulations, including the criteria for continuing as Independent director based on the self -assessment test conducted by the Institute.

SMP including Executive Director have submitted their disclosure under regulation 26(3) of SEBI Listing Regulation, affirming compliance with code of conduct for Directors and SMPs.

Further, details of SMPs are also given in corporate governance report forming part of this Annual report.

The Company recognizes the importance of a diverse Board for effective and balanced decision-making. The Board comprises individuals from diverse backgrounds; currently, 25% of the Board members are Women Directors. In line with Section 178 of the Act and SEBI Listing Regulation, the Company has adopted a Policy on Nomination, Remuneration and Board Diversity, which outlines:

Criteria for appointment of Directors, KMPs, and Senior Management;

Framework for their remuneration; and

Parameters to ensure board diversity.

The Policy is available on the Company's website at https://capacite.in/wp-content/uploads/2025/06/10.-Policy-on-Board-Diversity.pdf

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, an annual evaluation of performance of Board, its Committees, and individual Directors, was carried on based on the evaluation framework defined by the Nomination and Remuneration Committee (NRC) in separate meeting of Independent Directors was held on March 29, 2025 and Subsequently, in the meeting of NRC and the Board.

The Board's performance was assessed across various parameters including, inter alia, its structure, frequency and effectiveness of meetings, fulfilment of key responsibilities, delegation to various Committees, effectiveness of Board processes, access to information, and overall governance functioning.

The performance of the Committees was evaluated with respect to the adequacy of their composition, discharge of key responsibilities, and effectiveness of meetings. Individual Directors were assessed on parameters such as attendance, participation and contribution at Board and Committee meetings, domain expertise (technical/financial), understanding of industry dynamics, and the support and guidance extended to management beyond formal meetings.

In compliance with the SEBI Listing Regulations, the Company conducts a structured familiarisation programme for its Independent Directors. The programme is aimed at providing insights into their roles, rights, and responsibilities and enhancing their understanding of the Company's operations, industry, business model, and governance framework.

A detailed note on the familiarisation programme is provided in the Corporate Governance Report and is also available on the Company's website at https://capacite.in/wp-content/ uploads/2025/05/website-Familarization-of-NED-1.pdf.

In line with statutory requirements and best practices, the Company has constituted the following Board Committees:

Audit Committee

Nomination & Remuneration Committee

Risk Management Committee

Stakeholders' Relationship Committee

Corporate Social Responsibility Committee

Additionally, the Company has constituted Finance and Operation Committee for financial and day to operations.

During the year under review, all recommendations made by the Committees were accepted by the Board.

The Board met Eight times during the FY 25. Details regarding the composition of the Board and its Committees, charters, terms of reference, number of meetings held, and Directors' attendance are provided in the Corporate Governance Report, forming part of this Annual Report.

During the FY 25, The Company has complied with the applicable provisions of the Secretarial Standards (SS-1 and SS-2) concerning ‘Meetings of the Board of Directors' and ‘General Meetings,' as issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs under Section 118 of the Companies Act, 2013.

Pursuant to the provisions of Section 139 of the Act and the rules made thereunder, it is mandatory to rotate the Statutory Auditors on completion of the maximum permissible term.

M/s. S R B C & CO. LLP, Chartered Accountants (Firm Registration No.: 324982E/E300003), the existing Statutory Auditors of the Company, shall be completing their maximum permissible term at the conclusion of the ensuing 13th AGM.

On the recommendation of the Audit Committee, the Board of Directors, at its meeting held on May 26, 2025, has recommended the appointment of M/s. M S K A & Associates, Chartered Accountants (ICAI Firm Registration Number: 105047W), as the Statutory Auditors of the Company, subject to the approval of the shareholders.

M/s. M S K A & Associates, shall hold office for a term of five consecutive years from the conclusion of the ensuing 13th AGM until the conclusion of the 18th AGM. The first year of audit will be for the financial year ending March 31, 2026.

The Company has received a certificate from M/s. M S K A & Associates confirming that their appointment, if made, shall be in accordance with the provisions of Section 141 of the Act and the applicable rules made thereunder.

The Auditor's Report on the Standalone and Consolidated financial statements of the Company for the FY 25 forms part of this Annual Report. The qualification provided in the report is explained in the Statement of Impact of Qualification, which forms part of this Report as Annexure IV.

Further, during the year under review, the Statutory Auditors have not reported any instances of fraud by the Company or on the Company by its officers or employees under Section 143(12) of the Act. Accordingly, no disclosures are required to be made under Section 134(3)(ca) of the said Act.

M/s. S Dayma & Co., Chartered Accountants, the Internal Auditors of the Company, conducted the internal audit for the FY 25. The findings and observations of the Internal Auditors were regularly reviewed and discussed during the meetings of the Audit Committee. Based on these discussions, appropriate actions and corrective measures have been initiated and implemented by the management to address the recommendations and suggestions made by the Internal Auditors.

The Company has maintained the cost records as prescribed by the Central Government under Section 148(1) of the Act.

The Board, on the recommendation of the Audit Committee, appointed M/s. Y. R. Doshi & Associates, Cost Accountants, as the Cost Auditors of the Company for the FY 25.

The Board has re-appointed M/s. Y. R. Doshi & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2025-26. 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 is required to be ratified by the shareholders. Accordingly, the Board recommends the same for approval by the members at the ensuing 13th Annual General Meeting.

Pursuant to the provisions of Regulation 24A and other applicable provisions of the SEBI Listing Regulations, read with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors, at their respective meetings held on May 26, 2025, have approved and recommended the appointment of M/s. Shreyans Jain & Co., Practising Company Secretaries (Membership No. 8591 and C.P.No.9801) & (UNIQUE ID NO. S2011MH51000) as the Secretarial Auditor of the Company for a term of up to five (5) consecutive years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of shareholders.

The Secretarial Audit Report issued by M/s. Shreyans Jain & Co., Practising Company Secretaries, for the FY 25, is annexed as Annexure V to this Report. The Secretarial Auditor's Report to the Members does not contain any qualification or reservation that has any material adverse effect on the functioning of the Company. It contains certain observations which are self-explanatory.

A detailed proposal for the appointment of the Secretarial Auditor forms part of the Notice convening at the ensuing 13th Annual General Meeting.

During the FY 25, the Company was rated by two domestic credit rating agencies, namely Infomerics Valuation and Rating Pvt. Ltd. and India Ratings & Research Private Limited, the details of which are as under:

a) Infomerics Valuation and Rating Pvt. Ltd. assigned the long-term rating at IVR BBB- / Stable and the short-term rating at IVR A3.

b) India Ratings & Research Private Limited had previously rated the Company with a long-term rating of IND BB+

/ Positive. However, during the year, the Company, in line with its strategy to maintain a single credit rating, requested withdrawal of its ratings from India Ratings, which was accepted and confirmed by the agency.

The Company has not accepted any deposits from the public or otherwise during the FY 25. Accordingly, there is no outstanding amount of principal or interest as on the date of the Balance Sheet.

There were no material changes and commitments affecting the financial position of the Company between the end of the FY 25 and the date of this Report.

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSR of the Company for the financial year ended March 31, 2025, forms part of this Report and is annexed herewith as Annexure VIII.

The Company has adopted a structured and technology-enabled approach for the preparation of the BRSR by utilizing an online reporting platform. This has enabled efficient data compilation, enhanced accuracy, and ensured alignment with the prescribed regulatory framework and sustainability reporting standards.

Being a responsible corporate citizen, the Company is committed to fulfilling its social responsibilities in alignment with applicable regulatory requirements. In accordance with the provisions of the Act, the Company has constituted a CSR Committee and has also formulated a CSR Policy, which is available on the website of the Company at https://capacite. in/wp-content/uploads/2025/06/8.-Corporate-Social-Responsibility-Policy.pdf.

For the FY 25 the Company's CSR Expenditure is INR 247.23 lakhs , company has spent INR 282.47 lakhs. Lakhs, which is more than 2% of the average net profits of the Company made during the three immediately preceding financial years, in compliance with Section 135 of the Companies Act, 2013.

The CSR activities undertaken by the Company during the year forms part of the Annual Report and is annexed to this Report as Annexure- II.

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34 of the SEBI Listing Regulations, forms part of this Annual Report.

A certificate from M/s. Shreyans Jain & Co., Practising Company Secretaries, confirming compliance with the conditions of Corporate Governance by the Company during the FY 25, as stipulated under the Listing Regulations, is annexed to Corporate Governance Report.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented as a separate section forming part of this Annual Report.

The Board has constituted a Risk Management Committee and adopted a comprehensive Risk Management Policy and Guidelines to assist in the identification, assessment, and management of various operational, strategic, financial, and external risks that may adversely impact the Company's business operations.

Risk identification, assessment, and mitigation is a continuous and evolving process, regularly reviewed and updated to reflect changing industry dynamics and business requirements.

The composition of the Risk Management Committee is in conformity with the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The terms of reference of the Risk Management Committee, along with the details of meetings held and attendance of members, are provided in the Corporate Governance Report, which forms part of this Board's Report.

The Board of the Company has laid down Internal Financial Controls to be followed by the Company and confirms that such controls are adequate and operating effectively. The Risk Management framework recognises Internal Financial Controls as an integral part of its structure and has established policies and procedures to address financial reporting risks. These ensure the orderly and efficient conduct of business, adherence to Company policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

The details of internal financial control systems and their adequacy are included in Management Discussion and Analysis Report, which forms part of the Annual Report.

The Company has established a well-defined compliance framework to monitor adherence to applicable laws. It is supported by robust standard operating procedures, with designated compliance owners and approvers responsible for periodic reviews and certifications.

A compliance report, including any corrective actions or mitigation plans, is submitted to the Board on a quarterly basis.

To enhance oversight, the Company is in the process of implementing an online compliance management system based on a comprehensive inventory of applicable laws.

The Company has established a Vigil Mechanism/Whistle Blower Policy as part of its Code of Conduct. This policy provides a clear and confidential process for stakeholders to raise genuine concerns regarding unethical behaviour or any actual or potential violations of the Company's Code of Conduct. The Code of Conduct, including the Vigil Mechanism/ Whistle Blower Policy, is available on the Company's website at https://capacite.in/wp-content/uploads/2025/06/9.-Vigil-Mechanism-Policy.pdf.

A summary of the key highlights of the Whistle Blower Policy and details on compliance with the Code of Conduct are included in the Report on Corporate Governance, which forms part of this Annual Report.

The Company has zero tolerance for sexual harassment at workplace. The Company follows the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act'). It has put in place a detailed policy and formed Internal Complaint Committees to address any complaints of sexual harassment at work.

Information about the policy, Internal Complaint Committee, including the number of complaints received and resolved during the year, is included in the Report on Corporate Governance and the Business Responsibility & Sustainability Report, both included in this Annual Report.

In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and the applicable rules, the Annual Return of the Company in Form MGT-7 for the FY 25 is available on the Company's website at https://capacite.in/annual-reports/#. The Annual Return will be filed electronically with the Registrar of Companies within the prescribed timelines under the Act.

Details of such investments, loans, and guarantees, if any are disclosed in the standalone financial statements included in this Annual Report.

The Company operates in the infrastructure sector, and accordingly, its activities fall within the scope of ‘infrastructure facilities' as defined under Section 186 read with Schedule VI of the Companies Act, 2013.

During FY 25, the Company had only one material related party transaction, which was entered into with TPL-CIL Construction LLP. This transaction was undertaken in accordance with the approval of shareholders and in line with the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions.

Material Related Party Transactions: a) The material related party transactions entered into by the Company with TPL-CIL Construction LLP during FY 25 were in accordance with the prior approval of the shareholders dated September 26, 2022, and in line with the aforementioned policy, which is available on the Company's website at: https://capacite.in/wp-content/ uploads/2025/06/1.-Policy-on-Materiality-of-Related-Party-Transaction-and-on-dealing-with-Related-Party-Transactions.pdf

b) Further, the Company obtained shareholders' approval on April 2, 2025, for continuing to enter into various transactions and undertakings with TPL-CIL Construction LLP for Financial Year 2026 (FY 26) up to a value of INR 600 crore.

The Company did not enter into any other material related party transactions during the year.

Other Related Party Transactions (that are not material): a) Other related party transactions entered into by the Company during FY 25 were undertaken with the approval of the Audit Committee.

b) Additionally, the Company obtained omnibus approval from the Audit Committee on March 29, 2025, for transactions to be entered into during FY 26.

All transactions entered into by the Company with its related parties during FY 25 were in the ordinary course of business and on an arm's length basis. Likewise, all related party transactions proposed to be entered into during FY 26, for which appropriate approvals have been obtained, will also be in the ordinary course of business and on an arm's length basis.

The details of related party transactions during FY 25 are provided in Form AOC-2, annexed as Annexure-I to this Board's Report, and in the Standalone Financial Statements forming part of this Annual Report.

A detailed note on Energy conservation, technology absorption, and foreign exchange earnings and outgo, as required under Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure-VI.

The statement disclosing remuneration under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules') is appended as Annexure-III to this Report.

The information as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the said Rules is provided in a separate annexure forming part of this Report. However, the Annual Report is being sent to the Members of the Company excluding this annexure. In terms of Section 136 of the Act, the annexure is available for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the annexure may write to the Company Secretary of the Company.

During the FY 25, there were no significant and material orders passed by the regulators, courts, or tribunals impacting the going concern status and the Company's operations in the future.

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and

Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other courts as on March 31, 2025.

During the financial year, no funds were raised through preferential allotment or Qualified Institutions Placement (QIP). However, as previously disclosed, on January 11, 2024, the Company raised INR 200 crore through QIP. As on March 31, 2025, the Company confirms that the proceeds have been fully utilised for the stated objectives, with no deviations or variations.

Detailed disclosures on utilisation of these funds are provided in the Corporate Governance Report, which forms part of this Annual Report.

No disclosure or reporting is made in respect of the following items, as there were no transactions during the FY 25:

No instance of one-time settlement with any bank or financial institution;

No revisions were made to the financial statements or the Board's Report.

The Chairman & Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries during FY 2024-25. Additionally, no other whole-time director was appointed or held office in the Company during this period.

There was no instance where the Company failed to implement any corporate action within the prescribed statutory timelines.

Pursuant to Section 134 of the Act. the Directors of the Company, to the best of their knowledge and belief confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanations relating to any material departures;

b) The Directors have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent 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 and loss of the Company for that period;

c) 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;

d) The Directors have prepared the annual accounts for the year under review, on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and such controls are adequate and were operating effectively;

f) 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.

The Board expresses its sincere gratitude for the support and cooperation extended by banks, government and regulatory authorities, stock exchanges, customers, vendors, and members during FY 25.

The Board also acknowledges and appreciates the dedication and hard work of all employees of the Company and looks forward to their continued commitment and contribution towards sustaining the Company's growth in the years ahead.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis: -

All contracts / arrangements / transactions entered into by the Company with related parties during FY 25 were in the ordinary course of business and at arm's length basis.

2. Details of material contract/s or arrangement/s or transaction/s at arm's length basis:

During FY 25, the Company entered into only one material related party transaction, which was with TPL-CIL Construction LLP.

This transaction was undertaken with the prior approval of the shareholders dated September 26, 2022, in compliance with applicable regulatory requirements.

1. Brief outline on CSR Policy of the Company.

Company strives to be a socially responsible and strongly believes that long term success and growth depends on the development and well-being of the society at large. Company understands its co-extensive responsibility to put efforts to make positive contribution to the benefits of the society at large through small steps that help to bring about big change in long term.

2. Composition of CSR Committee as on March 31, 2025:

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company. a) Composition of CSR committee: https://capacite.in/wp-content/uploads/2025/05/3.-Composition-of-Committees_ BM-03.06.2024.pdf

b) CSR Policy: https://capacite.in/wp-content/uploads/2025/06/8.-Corporate-Social-Responsibility-Policy.pdf

c) CSR projects (Annual Action Plan) approved by the Board: https://capacite.in/csr/

4. Provide the executive summary along with web-link of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.

Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any- Not Applicable

6. Average net profit of the company as per section 135(5): INR 12,361.76 lakhs 7.

8. (a) CSR amount spent or unspent for the Financial Year:

(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable

(d) Amount spent in Administrative Overheads: - Nil (e) Amount spent on Impact Assessment, if applicable: - Nil

(f) Total amount spent for the Financial Year [(b) + (c) + (d)+ (e)]:- INR 282.47 lakhs

9. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

(Pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

The percentage increase in remuneration of each Director and ratio of their remuneration to the median remuneration of the employees of the Company during FY 2024-25 are as under:

*Appointed as Non-Executive Director with effect from May 3, 2024

The percentage increase in remuneration of Chief Financial Officer and Company Secretary or Manager, if any, in FY 2024-25:

1) Independent Directors Remuneration includes of INR 500,000 as commission of each Independent Director.

2) Increase in Remuneration of above mentioned Directors/ KMPs are not comparable as they have joined in middle of PY FY 2024.

3) The percentage increase in the median remuneration of employees in the financial year 2024-25 was 3.95%.

4) The number of permanent employees on the rolls of Company as on March 31, 2025 was 1065.

5) Average percentage increase made in the salaries of Employees other than the managerial personnel in the financial year was 12%.

6) Comparison between average percentile increase in Employees other than KMPs and KMPs is not possible as some of the KMPs have joined in middle of the PY FY 2024.

7) The Company affirms that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

for the Financial Year ended March 31, 2025

II. Audit Qualification (each audit qualification separately): a. Details of Audit Qualification: Qualification on Trade Receivable b. Type of Audit Qualification : Qualified Opinion c. Frequency of qualification: Whether appeared first time / repetitive / since how long continuing Qualification has been carrying since results for the quarter and period ended September 30, 2023 d. For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views: N.A. e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management's estimation on the impact of audit qualification: Management view:

The Company had long outstanding Trade Receivables of INR 1,155.93 Lakhs recoverable from one party which was written off as Bad-debts/Provided as Expected Credit Loss Allowance in the earlier periods. National Company Law Tribunal, Amaravati Bench (AP), appointed Resolution Professional (RP) relating to settlement of said Receivable and RP has approved an amount of INR 1,155.93 Lakhs against Company's claim of INR 1,583.14 Lakhs. Considering this fact and currently the Company is in the process of getting the settlement done and to recover the said amount immediately post the settlement agreement and accordingly it has recorded the recovery of said receivables by giving effect in Other Income/Expected Credit Loss Allowance during the year ended March 31, 2024 based on future recoverability projections. The Statutory Auditors have expressed modified opinion in respect of this matter.

Further above note has been disclosed in SEBI LODR results.

Refer note e (i) above

As described in Note 7 to the statement, trade receivables as at March 31, 2025 includes INR 1,155.93 lakhs in respect of one party which was earlier considered as Bad Debts/Provided as Expected Credit Loss Allowance, the management had recorded recovery of the said receivable by giving effect in Other Income / Expected Credit Loss Allowance during the previous year ended March 31, 2024, based on future recoverability projections. In the absence of sufficient appropriate evidence about the recoverability of the said Receivable, we are unable to comment on the recoverability and provision, if any, required on such receivable. Our conclusion/opinion was also modified in respect of this matter in the previous quarter and period ended December 31, 2024 and year ended March 31, 2024

II. Audit Qualification (each audit qualification separately): a. Details of Audit Qualification: Qualification on Trade Receivable b. Type of Audit Qualification : Qualified Opinion c. Frequency of qualification: Whether appeared first time / repetitive / since how long continuing Qualification has been carrying since results for the quarter and period ended September 30, 2023 d. For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views: N.A. e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management's estimation on the impact of audit qualification: N.A.

The Holding Company had long outstanding Trade Receivables of INR 1,155.93 Lakhs recoverable from one party which was written off as Bad-debts/Provided as Expected Credit Loss Allowance in the earlier periods. National Company Law Tribunal, Amaravati Bench (AP), appointed Resolution Professional (RP) relating to settlement of said Receivable and RP has approved an amount of INR 1,155.93 Lakhs against Company's claim of INR 1,583.14 Lakhs. Considering this fact and currently the Group is in the process of getting the settlement done and to recover the said amount immediately post the settlement agreement and accordingly it has recorded the recovery of said receivables by giving effect in Other Income/Expected Credit Loss Allowance during the year ended March 31, 2024 based on future recoverability projections. The Statutory Auditors have expressed modified opinion in respect of this matter. Further above note has been disclosed in SEBI LODR results.

Refer note e (i) above

As described in Note 7 to the statement, trade receivables as at March 31, 2025 includes INR 1,155.93 lakhs in respect of one party which was earlier considered as Bad Debts/Provided as Expected Credit Loss Allowance, the management had recorded recovery of the said receivable by giving effect in Other Income / Expected Credit Loss Allowance during the previous year ended March 31, 2024, based on future recoverability projections. In the absence of sufficient appropriate evidence about the recoverability of the said Receivable, we are unable to comment on the recoverability and provision, if any, required on such receivable.

Our conclusion/opinion was also modified in respect of this matter in the previous quarter and period ended December 31, 2024 and year ended March 31, 2024.

[Pursuant to Section 134(3)(M) of The Companies Act, 2013 read with Rule 8 of The Companies (Accounts), Rules 2014]