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

FINANCIAL HIGHLIGHTS

(I in Lakhs)

PERFORMANCE OF THE COMPANY
Standalone performance

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.

Consolidated performance

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.

CHANGE IN CONTROL / MANAGEMENT

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).

OPEN OFFER

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.

CHANGE IN THE NAME OF THE 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.

REVIEW OF OPERATIONS

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:-

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

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

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

Ý 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.

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

Ý 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-

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

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

Ý 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.

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

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

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

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

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

Ý 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 Policv.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 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/subsidiarv-companv/.

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.

AUDITORS AND AUDITORS* REPORTS
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 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.

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 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.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

a) Key Managerial Personnel (KMP)

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.

b) Directors' Appointment /Re-appointment:

During the year under review:

Ý 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.

Ý 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.

Ý 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:

A. Appointment/ Re-appointment:

Ý Dr. Malay Mahadevia (DIN 00064110) 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.

Ý 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.

Ý Mr. Manoj Kumar Kohli (DIN 00162071) has
been appointed as an Additional Director by the
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.

Ý 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.

Ý 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.

B. Resignation:

Pursuant to the sale and transfer of the entire
shareholding of 11alian-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:

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

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

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

Ý 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/

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

Ý 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.

Ý 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.

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, 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.

f) Number of Meetings of Board of Directors

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.

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
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:

Ý 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;

Ý 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;

Ý 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;

Ý the Directors have prepared the annual accounts on a
going concern basis;

Ý 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

Ý 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.
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 Policv.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 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

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 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 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 130225.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.

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).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

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/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 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 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.

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 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.

CORPORATE GOVERNANCE

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.

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, 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.

OUTLOOK

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.

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 1 April to 31 March.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

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.

For and on behalf of the Board

Dr. Malay Mahadevia
Chairman

(DIN: 00064110)