ITD Cementation India Ltd

The Directors present herewith their Report and the Audited Financial Statements for the financial year ended 31 March 2024.

FINANCIAL HIGHLIGHTS

Standalone performance

Revenue from operations for the financial year ended

31 March 2024 is Rs. 754,211 Lakhs (Rs.467,492 Lakhs in

FY 2022-23), an increase of about 61% over the previous year. The Company has made a profit after tax of Rs. 27,374 Lakhs for the financial year ended 31 March 2024 (Rs. 12,425 Lakhs in the FY 2022-23), an increase of about 120% over the previous year.

Consolidated performance

Revenue from operations for the financial year ended

31 March 2024 is Rs. 771,787 Lakhs (Rs. 509,091 Lakhs in FY 2022-23), an increase of about 52% over the previous year. The Company has made a profit after tax of Rs. 27,418 Lakhs (Rs. 12,473 Lakhs in FY 2022-23), an increase of about 120% over the previous year.

REVIEW OF OPERATIONS

Total value of new contracts secured during the financial year: I 691,569 Lakhs.

Major contracts secured during the FY 2023-24 having a value of I 20,000 Lakhs and above were as under:–

• Construction of Balance Outer Harbour Works for Project Varsha, for Director General, Project Varsha at Vizag.

• Civil & Hydro-Mechanical Works of 500 MW Chitravati Pump Storage Project for Adani Renewable Energy Forty-Two Limited at Ananthapuramu, Andhra Pradesh.

• Construction of Yard & Associated facilities, Railway and Buildings for proposed Bulk Berth no. 4 for Dhamra Port Company Limited at Dhamra Port, Odisha.

• Engineering, Supply/Procurement and Construction of Proposed Bulk Berth no. 4 for Dhamra Port Company Limited at Dhamra Port, Odisha.

During the financial year, your Company in Joint Venture with Transrail Lighting Limited, secured a contract for construction of Design, Supply, Installation, Testing & Commissioning of Jamuna River Crossing Portion of Bogura-Kaliakair 400kV Double Circuit Transmission Line on Turnkey Basis, for Power Grid Company of Bangladesh Ltd. at Bangladesh.

During the financial year, major contracts were completed-

• Laying of main trunk sewer by micro tunnelling method and construction of Churial Extension Pumping Station, for Kolkata Environmental Improvement Investment Programme Kolkata, West Bengal.

• Underground construction of RCC Box Tunnel in underground Bimanbandar Station Yard for Metro Railway Kolkata, West Bengal.

• Construction of lower & middle promenade, stepped embankment, diaphragm wall, earth filling with infrastructure services on east bank of river Sabarmati for Sabarmati Riverfront Development Corporation Limited at Ahmedabad, Gujarat.

• Construction of Multi Modal IWT terminal for Indian Waterways Authority at Haldia, West Bengal.

• Development of Refit Jetty and Allied Facilities for (Chief Engineer & Administrator) Andaman Lakshadweep Harbour works at Port Blair, Andaman and Nicobar Islands.

• Development of Liquid Cargo Jetty at JNPT through EPC for Jawaharlal Nehru Port Trust at Navi Mumbai, Maharashtra.

• Construction of Substructure for Pamban bridge for Rail Vikas Nigam Limited at Tamil Nadu.

• Construction of 7 stations ANS1 - including all related works of New Garia-Airport Metro Project for Rail Vikas Nigam Limited at Kolkata, West Bengal.

• Construction of 7 stations ANS3 - including all related works of New Garia-Airport Metro Project for Rail Vikas Nigam Limited at Kolkata, West Bengal.

• Upgradation of Passenger Terminal Building and Airside Facilities at International Airport for Airport Authority of India at Tiruchirappalli (Trichy), Tamil Nadu.

• Construction of New Integrated, Modi_cation of Existing and Reconstruction of Old Terminal Building at Civil Enclave Pune Airport for Airport Authority of India at Pune, Maharashtra.

DIVIDEND

Rs.n view of the performance of the Company during the financial year under consideration, the Directors are pleased to recommend a dividend of Rs. 1.70 per equity share on 171,787,584 equity shares of Rs. 1/- each fully paid up. The above dividend amounting to Rs. 2,920 Lakhs, if approved at the ensuing Annual General Meeting (AGM) of the Company, will represent 10.67% of distributable profits of Rs. 27,374 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

TRANSFER TO RESERVE

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

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURES

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:

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

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/.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

Statutory Auditors

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.

Cost Auditors

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 2023 was filed with the Ministry of Corporate Affairs by Mr. Suresh D. Shenoy, Cost Accountants, before the due date as prescribed under 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 2024-25. 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 2024-25. The Cost Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Secretarial Auditors

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 2023-24. The Secretarial Audit Report issued by M/s. Parikh & Associates for the year 2023-24 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Act, the following persons are the KMPs of the Company as at 31 March 2024:

Appointment/Re-appointment:

• Mr. Sunil Shah Singh (DIN 00233918) was re-appointed as an Independent Director of the Company for a second term of three consecutive years from 11 May 2023 to 10 May 2026 (both days inclusive) based on the recommendation of the Nomination and Remuneration Committee, which was approved by the Members through Postal Ballot on 05 May 2023.

• Mr. Pankaj I. C. Jain (DIN 00173513) was re-appointed as an Independent Director of the Company for a second term of five consecutive years from

31 October 2023 to 30 October 2028 (both days inclusive) based on the recommendation of the Nomination and Remuneration Committee, which was approved by the Members through Postal Ballot on 29 October 2023.

• Mr. Piyachai Karnasuta (DIN 07247974), retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

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

Integrity, expertise and experience (Including proficiency) of the Independent Directors during the financial year:

Mr. Sunil Shah Singh (DIN 00233918) (Mr. Singh) was re-appointed as an Independent Director of the Company for a second term of three consecutive years from 11 May 2023 to 10 May 2026 (both days inclusive). The Board is of the opinion that Mr. Singh possesses rich and wide experience and proficiency in the industry with engineered product manufacturing and construction companies covering varied fields. He has served on a number of national level industry bodies and on government panels including for ‘Standards' setting and ‘Industry development' and has been a National Council Member of Construction Federation of India, Construction Industry Development Council and on the Governing Body of National Institute of Construction Management and Research and considering his active participation in the Board/ Committee deliberations of the Company and time devoted by him, Mr. Singh's re-appointment would be beneficial to the Company.

Mr. Pankaj I. C. Jain (DIN 00173513) (Mr. Jain) was re-appointed as an Independent Director of the Company for a second term of five consecutive years from 31 October 2023 to 30 October 2028 (both days inclusive).

The Board is of the opinion that Mr. Jain possesses wide knowledge of Tax Litigation, Tax Advisory & Audits of large Corporates, Stock Exchanges, Government Corporations, Financial Institutions, Banks & Insurance Companies, and considering his active participation in the Board/Committee deliberations of the Company and time devoted by him, Mr. Jain's re-appointment would be beneficial to the Company.

c) Declarations by Independent Directors

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.

d) Pecuniary Relationship of Non-Executive Directors

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.

e) Performance Evaluation

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, contribution made by the Directors, 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 8 February 2024, 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.

f) Number of Meetings of Board of Directors

Seven 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.

REMUNERATION OF DIRECTORS AND KMPS

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 is 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.

1. Mr. Sunil Shah Singh was re-appointed as an Independent Director of the Company for a second term of 3 consecutive years w.e.f. 11 May 2023.

2. Mr. Pankaj I.C. Jain was re-appointed as an Independent Director of the Company for a second term of 5 consecutive years w.e.f. 31 October 2023.

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

1. Mr. Sunil Shah Singh was re-appointed as an Independent Director of the Company for a second term of 3 consecutive years w.e.f. 11 May 2023.

2. Mr. Pankaj I.C. Jain was re-appointed as an Independent Director of the Company for a second term of 5 consecutive years w.e.f. 31 October 2023.

(c) The percentage increase in the median remuneration of employees in the year: 12% (d) The number of permanent employees on the rolls of the Company: 2598 (As on 31 March 2024) (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.

DIRECTORS' RESPONSIBILITY STATEMENT

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 2024, 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.

AUDIT COMMITTEE

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.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

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. Whistle Blower is entitled to direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. In case of any Whistle Blowing Disclosure, the Managing Director shall constitute a Committee from amongst Senior Management Team members as stipulated in the said Policy. This Policy is available on the website of the Company at www.itdcem. co.in/wp-content/uploads/2016/06/FINAL-Whistle_Blower_ Policy.pdf.

INTERNAL FINANCIAL CONTROLS

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 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions entered into with related parties during the financial year 2023-24 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.

The Company had entered into a Material Related Party transaction falling under Regulation 23 (4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, with ITD Cementation India Limited – Transrail Lighting Limited Joint Venture ("Joint Venture"), a related party of the Company in terms of Regulation 2(1)(zb) of the Listing Regulations and Indian Accounting Standards

24 (Ind AS 24), for a value of $ 149 Million (excluding applicable taxes and duties) alongwith escalation/ variation, in relation to the execution of its scope of work under a Contract awarded to the Joint Venture by Power Grid Company of Bangladesh Limited on such terms and conditions as agreed between the Company and the Joint Venture, based on the subcontracting agreement entered into between the Company and the Joint Venture for the said purpose. The said transaction was on an arm's length basis and in the ordinary course of business of the Company and approved by the Members through Postal Ballot on 29 October 2023.

Therefore, the said related party transaction is reported in Form No. AOC-2 in terms of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 and attached herewith as Annexure 4.

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 line 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-08112023.pdf

RISK MANAGEMENT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors has a CSR Committee in place comprised of Mr. Piyachai Karnasuta, Mr. Sunil Shah Singh, Mr. Santi Jongkongka and Mr. Jayanta Basu as members of the Committee as at 31 March 2024. Mr. Piyachai Karnasuta is the Chairman of this 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 Rs. 171.33 Lakhs on CSR activities for the financial year ended 31 March 2024. However, the Company could spend Rs. 170.49 Lakhs only because an implementing agency, to whom the Company made a financial contribution of Rs. 5.90 Lakhs, could spend an amount of Rs. 5.06 Lakhs only, leaving an unspent amount of Rs. 0.84 Lakhs as on 31 March 2024. Subsequently, the Board decided to transfer the said unspent amount of Rs. 0.84 Lakhs to Ganga Clean Fund, being the designated Fund specified in Schedule VRs.Rs. of the Companies Act, 2013, set up by the Central Government for rejuvenation of river Ganga, within the stipulated period of 6 month from the expiry of the financial year ended 31 March 2024.

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 5 and form part of this Report.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND THEIR ATTRIBUTES

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/revised-Nomination-Remuneration-Policy-Final-11022022.pdf and relevant extracts of the said Policy covering, inter-alia, directors' appointments are given in Annexure 6 and form part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 7. 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.

ANNUAL RETURN

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/.

DEPOSITS

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.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Regulations, 2015, the Management Discussion and Analysis is attached hereto and forms part of this Annual Report and marked as Annexure 8 to this Report.

CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, 2015, the Report on Corporate Governance alongwith a certificate of compliance from the Auditors is attached hereto and marked as Annexure 9 to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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.

REPORTING OF FRAUD BY AUDITORS

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

SECRETARIAL STANDARDS

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

CHANGE IN NATURE OF BUSINESS

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

APPLICATION/PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE

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.

ONE TIME SETTLEMENT WITH BANKS/ FINANCIAL INSTITUTIONS AND VALUATION THEREOF

None during the year.

ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018

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, the Company's Management System has been audited for re-certification 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.

OUTLOOK

ITD Cementation India Limited has made significant strides in advancing its core objectives and delivering value to stakeholders. During the year under review, the Company's financial performance reflects its continued commitment to prudent financial management and strategic decision-making. Despite the challenges posed by market volatility and economic uncertainties, the Company achieved commendable revenue growth and maintained robust profitability while maintaining its conservative balance sheet position. A crucial component of the Company's success has been its ability to complete several key projects which reflects its technical prowess, commitment to quality standards and customer satisfaction. The Company's execution track record, financial stability, technical expertise and strong balance sheet have helped it secure new orders worth over I 6,900 crore during the year, resulting in a consolidated order book of I 19,918 crore as of 31 March 2024.

India's construction sector continues to be a key driver of economic growth supported by various flagships programmes of the Government such as the National Infrastructure Pipeline (NIP), National Monetisation Pipeline (NMP), Bharatmala, Sagarmala, UDAN etc. These initiatives are being supported by an increase in budgetary allocation for the sector to over I11 Lakhs crore for FY 2024-25. The Company as a part of its growth strategy is also exploring opportunities for international expansion, particularly in regions with robust infrastructure development plans. Overall, while the construction industry presents promising growth opportunities, the Company is well-positioned to capitalise on these prospects by leveraging its strengths, embracing innovation and maintaining a customer-centric approach for sustainable growth and value creation.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD), founded in 1958, is a leading civil engineering & infrastructure construction and development company in Thailand. With a well-diversified presence across the construction space that includes MRT, airports, buildings, hydro-electric dams, power plants, tunnels, pipelines, jetties, deep-sea ports & marine works, highways, expressways & bridges, industrial works, mining and telecommunications, ITD is listed in Nikkei Asia 300; a list of Asia's biggest and fastest growing companies among 11 economies in the continent.

ITD has been a leader in infrastructure construction in Thailand for more than 64 years and has since then expanded its operations across several other countries in South and South East Asia.

ITD won the prestigious International Federation of Asian and Western Pacific Contractor's Association (IFAWPCA)

Gold Medal Award for civil engineering in 1982. It was awarded to ITD for the construction of the largest and most challenging civil engineering project ever attempted in Thailand - the Khao Laem Dam.

The Royal Seal of The Garuda was awarded to ITD by His Majesty the King on 23 December 1985. The Royal Seal of The Garuda is the highest and most honourable achievement under the Royal Patronage of the King of Thailand.

One of the landmark projects, which ITD has been proudly associated with, is the construction of the Suvarnabhumi International Airport, approximately 25 km east of Bangkok, which ITD successfully completed in 2006. This was the eleventh busiest airport in Asia for the year 2018.

ITD has an experienced in-house training division responsible for maintaining the high level of construction skills and safety - a prime company objective.

In 2023, ITD posted revenues of around 63.74 Billion Thai Baht (about I 1,549,300 Lakhs).

DEPOSITORY SYSTEM

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).

FINANCIAL YEAR

The financial year of the Company is 01 April to 31 March.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

The Directors thank ITD for the continued support extended by it and the guidance provided to your Company.

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.