Cemindia Projects Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

FINANCIAL HIGHLIGHTS

(I in Lakhs)

	Standalone		Consolidated
Particulars	Financial Year ended		Financial Year ended
	31 March 2025	31 March 2024	31 March 2025	31 March 2024
Revenue from Operations	897,403.88	754,211.45	909,694.08	771,787.28
Profit before Finance costs and Depreciation	91,335.81	79,602.54	92,344.77	80,891.32
Finance costs	22,826.20	21,540.55	22,876.95	21,798.62
Depreciation and amortisation expense	18,894.26	20,399.96	19,183.35	20,788.30
Profit before Tax	49,615.35	37,662.03	50,284.47	38,304.40
Less: Tax Expense	12,334.48	10,288.26	12,951.01	10,885.92
Profit after Tax	37,280.87	27,373.77	37,333.46	27,418.48
Add: Other Comprehensive Income	(390.88)	(465.31)	(390.88)	(465.31)
Total Comprehensive income for the financial year carried to Other Equity	36,889.99	26,908.46	36,942.58	26,953.17

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:-

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

DIVIDEND

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

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

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

Name		Total income	Profit/ (Loss) for the financial year	% share	Share of Profit/ (Loss)*
Subsidiary:
¦	ITD Cementation Projects India Limited	0.09	(0.35)	100%	(0.35)
Joint Ventures:
¦	ITD Cemindia JV	4,584.99	1,748.84	80%"	1,750.96
¦	ITD-ITD Cem JV	9,586.23	(1,745.52)	49%	(855.30)
¦	ITD- ITD Cem JV (Consortium of ITD - ITD Cementation)	Nil	(211.26)	40%	(84.50)
¦	ITD Cem-Maytas Consortium	12,131.20	1,101.26	95%	1,046.20
¦	CEC-ITD Cem-TPL JV	14,891.23	1,440.01	60%	864.01
¦	ITD Cem-BBJ JV	3,052.43	Nil	51%	Nil
¦	ITD Cementation India Limited- Transrail Lighting Limited Joint Venture	65,788.97	Nil	72.66%	Nil

*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:

Name of the KMP	Designation
Mr. Santi Jongkongka1	Executive Vice Chairman
Mr. Jayanta Basu	Managing Director
Mr. Prasad Patwardhan2	Chief Financial Officer
Mr. Rahul Neogi	Company Secretary

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:

Name of the KMP	Designation
Mr. Jayanta Basu	Managing Director
Mr. Nitesh Sharma1	Chief Financial Officer
Mr. Rahul Neogi	Company Secretary

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:

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

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

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

A. Appointment/ Re-appointment:

¦ 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.

¦ Mr. KS Rao (DIN 00022533) has been
appointed as an Additional and Non-Executive
Non-Independent Director by the Board with

effect from 28 May 2025, liable to retire by
rotation and he holds office up to the date
of the ensuing Annual General Meeting.

¦ Mr. Manoj Kumar Kohli (DIN 00162071) has
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.

¦ Mrs. Sangeeta Bhatia (DIN 06889475) has
been appointed as an Additional Director by
the Board at its meeting held on 20 June 2025
and she holds office up to the date of the
ensuing Annual General Meeting. She has
also been appointed as a Non-Executive
Independent Director with effect from
20 June 2025 for a period of 3 (three)
consecutive years from 20 June 2025 to
19 June 2028 (both days inclusive), not liable
to retire by rotation.

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

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:

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

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

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

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

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

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

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

¦ 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

e)

in US, Europe, China, Japan and build business in
over 30 countries in Asia Pacific and Africa.

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

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

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

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

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:

Directors	Ratio to median
	remuneration*
Non-Executive Directors
- Mr. Piyachai Karnasuta	1.32:1
- Mr. Sunil Shah Singh	1.32:1
- Mr. Pankaj I. C. Jain	1.32:1
- Ms. Jana Chatra	1.32:1
Executive Directors
- Mr. Santi Jongkongka	54.99:1
- Mr. Jayanta Basu	47.19:1

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

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

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary
Mr. Piyachai Karnasuta	-
Mr. Sunil Shah Singh	-
Mr. Pankaj I.C. Jain	-
Ms. Jana Chatra	-
Mr. Santi Jongkongka, Executive Vice Chairman	22.50%
Mr. Jayanta Basu, Managing Director	22.50%
Mr. Prasad Patwardhan, Chief Financial Officer	9.54%
Mr. Rahul Neogi, Company Secretary	10.00%

(c) The percentage increase in the median remuneration
of employees in the year: 8.75%

(d) The number of permanent employees on the rolls of
the Company: 2739 (As on 31 March 2025)

(e) Average percentile increases already made in the
salaries of employees other than the managerial
personnel in the last financial year and its comparison
with the percentile increase in the managerial
remuneration and justification thereof and point
out if there are any exceptional circumstances for
increase in the managerial remuneration:

Sr. No	Other Employees	Managerial	Remarks
1	8.74%	9.76%	NIL

(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 2025, the applicable accounting
standards have been followed and there have been no
material departures;

¦ the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that year;

¦ the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records, in accordance with the provisions of the Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

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

¦ the Directors have laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and operating
effectively; and

¦ the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

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)

---

Mar 31, 2024

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

FINANCIAL HIGHLIGHTS

Rs. in Lakhs
	Standalone		Consolidated
Particulars	Financial Year ended		Financial Year ended
	31 March 2024	31 March 2023	31 March 2024	31 March 2023
Revenue from Operations	754,211.45	467,491.98	771,787.28	509,091.12
Profit before Finance costs and Depreciation	79,602.54	44,583.48	80,891.32	46,277.94
Finance costs	21,540.55	16,042.28	21,798.62	16,538.61
Depreciation and amortisation expense	20,399.96	10,817.66	20,788.30	11,351.74
Profit before Tax	37,662.03	17,723.54	38,304.40	18,387.59
Less: Tax Expense	10,288.26	5,298.92	10,885.92	5,914.84
Profit after Tax	27,373.77	12,424.62	27,418.48	12,472.75
Add: Other Comprehensive Income	(465.31)	(1,018.03)	(465.31)	(1,018.03)
Total Comprehensive income for the financial year carried to Other Equity	26,908.46	11,406.59	26,953.17	11,454.72

PERFORMANCE OF THE COMPANY

Standalone performance

Revenue from operations for the financial year ended 31 March 2024 is 1754,211 Lakhs (1467,492 Lakhs in FY 2022-23), an increase of about 61 % over the previous year.

The Company has made a profit after tax of 1 27,374 Lakhs for the financial year ended 31 March 2024 (1 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 1 771,787 Lakhs (1 509,091 Lakhs in FY 2022-23), an increase of about 52% over the previous year.

The Company has made a profit after tax of 1 27,418 Lakhs (1 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: 1 691,569 Lakhs.

Major contracts secured during the FY 2023-24 having a value of 1 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, Modification of Existing and Reconstruction of Old Terminal Building at Civil Enclave Pune Airport for Airport Authority of India at Pune, Maharashtra.

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 1.70 per equity share

on 171,787,584 equity shares of I 1/- each fully paid up. The

above dividend amounting to I 2,920 Lakhs, if approved at the ensuing Annual General Meeting (AGM) of the Company, will represent 10.67% of distributable profits of I 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:
					H in Lakhs
	Name	Total income	Profit/(Loss) for the financial year	% share	Share of Profit/(Loss) *
Subsidiary:
•	ITD Cementation Projects India Limited	0.06	(0.43)	100%	(0.43)
Joint Ventures:
•	ITD Cemindia JV	6,428.48	(1,312.28)	80%	(1,304.02)
•	ITD-ITD Cem JV	11,387.93	(2,676.83)	49%	(1,311.65)
•	ITD- ITD Cem JV (Consortium of ITD - ITD Cementation)	Nil	(7.36)	40%	(2.95)
•	ITD Cem-Maytas Consortium	15,309.88	1,068.05	95%	1,014.65
•	CEC-ITD Cem-TPL JV	25,407.86	4,828.57	60%	2,897.14
•	ITD Cem-BBJ JV	14,652.20	Nil	51%	Nil
•	ITD Cementation India Limited- Transrail Lighting Limited Joint Venture	1.17	Nil	72.66%	Nil
* 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.

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 44^th Annual General Meeting (AGM) held on 22 September 2022 for a period of five years from the conclusion of the 44^th AGM until the conclusion of the 49^th 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)

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

Name of the KMP	Designation
Mr. Santi Jongkongka	Executive Vice Chairman
Mr. Jayanta Basu	Managing Director
Mr. Prasad Patwardhan	Chief Financial Officer
Mr. Rahul Neogi	Company Secretary

b) Directors

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:

Directors	Ratio to median remuneration*
Non - Executive Directors
- Mr. Piyachai Karnasuta	0.66:1
- Mr. Sunil Shah Singh1	0.66:1
- Mr. Pankaj I. C. Jain2	0.66:1
- Ms. Jana Chatra	0.28:1
Executive Directors
- Mr. Santi Jongkongka	27.88:1
- Mr. Jayanta Basu	23.03:1

* 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:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary
Mr. Piyachai Karnasuta	-
Mr. Sunil Shah Singh1	-
Mr. Pankaj I.C. Jain2	-
Ms. Jana Chatra	-
Mr. Santi Jongkongka, Executive Vice Chairman	20%
Mr. Jayanta Basu, Managing Director	20%
Mr. Prasad Patwardhan, Chief Financial Officer	9.68%
Mr. Rahul Neogi, Company Secretary	11.46%

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:

Sr. No	Other Employees	Managerial	Remarks
1	15%	10.50%	NIL

(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 I 171.33 Lakhs on CSR activities for the financial year ended 31 March 2024. However,

the Company could spend I 170.49 Lakhs only because an implementing agency, to whom the Company made a financial contribution of I 5.90 Lakhs, could spend an amount of I 5.06 Lakhs only, leaving an unspent amount of I 0.84 Lakhs as on 31 March 2024. Subsequently, the Board decided to transfer the said unspent amount of I 0.84 Lakhs to Ganga Clean Fund, being the designated Fund specified in Schedule VII 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.

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.

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

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 decisionmaking. 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.

---

Mar 31, 2023

BOARD’S REPORT

The Directors present herewith their Report and the Audited Financial Statements for the financial year ended 31 March 2023.

FINANCIAL HIGHLIGHTS

	Standalone		Consolidated
Particulars	Financial Year ended		Financial Year ended
	31 March 2023	31 March 2022	31 March 2023	31 March 2022
Revenue from Operations	467,491.98	324,952.73	509,091.12	380,901.65
Profit before Finance costs and Depreciation	44,583.48	30,934.85	46,277.94	33,790.99
Finance costs	16,042.28	13,240.97	16,538.61	14,159.96
Depreciation and amortisation expense	10,817.66	9,490.74	11,351.74	10,254.86
Profit before Tax	17,723.54	8,203.14	18,387.59	9,376.17
Less: Tax Expense	5,298.92	1,321.73	5,914.84	2,442.07
Profit after Tax	12,424.62	6,881.41	12,472.75	6,934.10
Add: Other Comprehensive Income	(1,018.03)	(126.56)	(1,018.03)	(126.56)
Total Comprehensive income for the financial year carried to Other Equity	11,406.59	6,754.85	11,454.72	6,807.54

PERFORMANCE OF THE COMPANY

Standalone performance

Revenue from operations for the financial year ended
31 March 2023 is '' 467,492 Lakhs ('' 324,953 Lakhs in FY 2021 -
22), an increase of about 44% over the previous year.

The Company has made a profit after tax of '' 12,425 Lakhs
for the financial year ended 31 March 2023 ('' 6,881 Lakhs in
FY 2021 -22), an increase of about 81 % over the previous year.

Consolidated performance

Revenue from operations for the financial year ended 31 March
2023 is '' 509,091 Lakhs ('' 380,902 Lakhs in FY 2021-22), an
increase of about 34% over the previous year. The Company
has made a profit after tax of '' 12,473 Lakhs ('' 6,934 Lakhs in
FY 2021 -22), an increase of about 80% over the previous year.

REVIEW OF OPERATIONS

Total value of new contracts secured during the financial year
: ~'' 800,000 Lakhs

Major contracts secured during the FY 2022-23 having a value
of '' 20,000 Lakhs and above were as under:-

• Design and Execution of 156 Km of Access-Controlled Six
lane Expressway in Uttar Pradesh for Adani Road Transport
Limited.

• Construction of Wharf and Approach Works- Container
Terminal 4, JNPT for BMCT.

• Engineering and Construction of Container Terminal
including Marine and Allied Services at West Container
Terminal in the Port of Colombo, Sri Lanka.

• Piling & Civil Work for Coke Oven Project, Hazira at Dahej in
Gujarat for ArcelorMittal Nippon Steel India Limited.

• Construction of Thal Sena Bhawan at Delhi Cantt on EPC
Mode For Military Engineering Services, Delhi.

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

• Construction of sewer tunnel and allied works for MCGM,
Mumbai, Maharashtra.

• Design Construction, Manufacturing, Supply, Installation,
Testing, Commissioning of Ballastless Trackwork in Main
Line for Line-7 Corridor for MMRDA, Mumbai, Maharashtra.

• Piling and Stone Column Works for JSW Steel Limited at
Dolvi, Maharashtra.

• Piling and Ground Improvement Works for Technip India
Limited at Paradip, Odisha.

• Piling Works for Tecnimont Private Limited at Paradip,
Odisha.

• Upgradation of Liquid Jetty for Gujarat Pipavav Port Limited
at Pipavav, Gujarat.

• Construction of Elevated Metro, Reach R1B, P1 and P2,
for Bangalore Metro Rail Corporation Limited, Bengaluru,
Karnataka.

DIVIDEND

In view of the performance of the Company during the
financial year under consideration, the Directors are pleased to
recommend a dividend of '' 0.75 per equity share on 171,787,584
equity shares of '' 1/- each fully paid up. The above dividend
amounting to '' 1,288 Lakhs, if approved at the ensuing Annual
General Meeting (AGM) of the Company, will represent 10.37%
of distributable profits of '' 12,425 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:

Name	Total income	Profit/(Loss) for the financial year	% share	Share of Profit/(Loss)*
Subsidiary:
• ITD Cementation Projects India Limited	0.11	(0.17)	100%	(0.17)
Joint Ventures:
• ITD Cemindia JV	23,257.89	(6,509.54)	80%	(6,502.83)
• ITD-ITD Cem JV	13,886.32	334.92	49%	164.11
• ITD- ITD Cem JV (Consortium of ITD - ITD Cementation)	Nil	(21.56)	40%	(8.62)
• ITD Cem-Maytas Consortium	23,366.69	1,100.36	95%	1,045.34
• CEC-ITD Cem-TPL JV	30,515.85	5,451.55	60%	3,270.93
• ITD Cem-BBJ JV	18,578.25	Nil	51%	Nil

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 at 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 44^th AGM held on
22 September 2022 for a period of five years from the
conclusion of the 44^th AGM until the conclusion of the 49^th
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 2022 was 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 the Cost Auditor of
the Company for conducting cost audit for the year 2023-24.

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
AGM for ratification of the remuneration payable to the Cost
Auditor for the financial year 2023-24.

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 2022-23. The Secretarial Audit Report
issued by M/s. Parikh & Associates for the year 2022-23 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)

I n accordance with the provisions of Section 203 of the
Act, the following persons are the KMPs of the Company
as at 31 March 2023:

Name of the KMP	Designation
Mr. Santi Jongkongka	Executive Vice Chairman
Mr. Jayanta Basu	Managing Director
Mr. Prasad Patwardhan	Chief Financial Officer
Mr. Rahul Neogi	Company Secretary

b) Directors

Appointment/Re-appointment:

• 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 years from 02 May 2022 to 01 May
2025 (both days inclusive), liable to retire by rotation,
duly approved by the Members through Postal Ballot
on 18 July 2022.

• Mr. Jayanta Basu (DIN 08291114) was re-appointed
as Managing Director of the Company for a period of
three years from 23 April 2022 to 22 April 2025 (both

days inclusive), not liable to retire by rotation, duly
approved by the Members through Postal Ballot on
18 July 2022.

• Ms. Jana Chatra (DIN 07149281) was appointed as an
Additional and Independent Director of the Company
for a term of 5 (five) consecutive years from 09 Novem ber
2022 to 08 November 2027 (both days inclusive),
not liable to retire by rotation. Her appointment as a
Director and an Independent Director for a term of 5
(five) consecutive years from 09 November 2022 to 08
November 2027 (both days inclusive) was approved
by the Members through postal Ballot on 31 January
2023.

• Subsequent to the financial year under review,
Mr. Sunil Shah Singh (DIN 00233918) was re-appointed
as an Independent Director of the Company for a
second term of 3 (three) consecutive years from 11
May 2023 to 10 May 2026 (both days inclusive) which
was approved by the Members through Postal Ballot
on 05 May 2023.

• Mr. Santi Jongkongka (DIN 08441312), retires by
rotation at the ensuing AGM and, being eligible, offers
himself for re-appointment.

Cessation

During the financial year under review, Ms. Ramola
Mahajani (DIN 00613428) ceased to be a Director of
the Company with effect from 23 December 2022 upon
completion of her second term as an Independent
Director.

The Board placed on record its deep appreciation of the
valuable services rendered and notable contributions
made by Ms. Ramola Mahajani during her tenure as
Director 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/

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
08 February 2023, 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 the 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:

1 Ms. Ramola Mahajani ceased to be a Director of the Company
with effect from 23 December 2022 upon completion of her
second term as an Independent Director.

2 Ms. Jana Chatra has been appointed as a Non-Executive
Independent Director of the Company with effect from 09
November 2022.

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

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

Directors	Ratio to median remuneration*
Non-Executive Directors
- Ms. Ramola Mahajani1	0.68:1
- Mr. Piyachai Karnasuta	0.68:1
- Mr. Sunil Shah Singh	0.68:1
- Mr. Pankaj I. C. Jain	0.68:1
- Ms. Jana Chatra2	--
Executive Directors
- Mr. Santi Jongkongka	22.03:1
- Mr. Jayanta Basu	18.94:1

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 2023, the applicable accounting standards have
been followed and there have been no material departures;

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary
Ms. Ramola Mahajani1	-
Mr. Piyachai Karnasuta	-
Mr. Sunil Shah Singh	-
Mr. Pankaj I.C. Jain	-
Ms. Jana Chatra2	-
Mr. Santi Jongkongka, Executive Vice Chairman	10%
Mr. Jayanta Basu, Managing Director	10%
Mr. Prasad Patwardhan, Chief Financial Officer	8%
Mr. Rahul Neogi, Company Secretary	6%

• the Directors have selected such accounting policies and
applied them consistently and made judgements 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 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 policies and 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 Auditor monitors and

evaluates the efficacy and adequacy of the internal control
system in the Company , its compliance with its operating
systems, accounting procedures and policies at all locations.
Periodical reports on the controls in 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 2023.

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 2022-23 fall 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) and (4) 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 No. 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-15.09.2020.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 composition, terms of reference and the number of meetings
held for 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
comprising Mr. Piyachai Karnasuta, Mr. Sunil Shah Singh, Mr.
Santi Jongkongka and Mr. Jayanta Basu as members of the
Committee as at 31 March 2023. 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 at 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 has spent an
amount of '' 80.62 Lakhs on CSR activities for the financial year
ended 31 March 2023.

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/revised-Nomination-Remuneration-Policy-
Final-11022022.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, 2015, 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 Regulation, 2015, the Report on Corporate
Governance alongwith 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

During the financial year under review, the Statutory Auditors
of the Company have not reported any instances of fraud
committed against the Company under the second proviso
of Section 143(12) of the Act.

SECRETARIAL STANDARDS

During the financial year under review, 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, project sites and depots. During the
financial year, the Company’s Management System has been
audited and compliance to the requirements of the International
Standards has been confirmed by TUV-Nord.

The Company is amongst the few construction companies
which 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 seen a remarkable year of
delivering growth with excellence and has reported a strong
financial and operational performance for the fiscal year 2022¬
23. During the year under review, the Company recorded
the highest ever consolidated revenue of '' 5,091 crore,
which is a growth of 34% y-o-y thereby indicating growth
in the Company’s operations. The Company also reported
record Profit After Tax of '' 125 crore, a growth of 80% y-o-y
showcasing better execution capabilities and improvement
in profitability ratios with higher Net profit margin, improved
Return on Equity and Earning Per share for the shareholders.
Your Company’s balance sheet reflects a strong financial
position and is conservatively financed with a Net Debt to
Equity Ratio of 0.22x, thereby indicating the Company’s ability
to meet its financial obligations and invest in the upcoming
opportunities in the sector.

The Company recorded the largest ever order inflow of
approximately '' 8,000 crore with order book of '' 20,044 crore
as on 31 March 2023, which is a testimony of the Company’s
capabilities, quality and commitment to nation building and
contribution to the economic growth of the country. The
Company is now gearing up for international expansion,
building capabilities while leveraging its Parent Company’s
expertise to expand its footprint overseas.

The Government enhanced push towards infrastructure
development, as reflected in the Union Budget 2023-24,
will enable the Company to participate in the upcoming
opportunities in the sector. The Company will continue to
focus on efficient capital allocation, quality of order book,
diversified clientele, geographies, investment in talent pool,
advanced technologies and unlock efficiencies to deliver
robust performance and generate long-term business value.
The Company’s expertise and experience in executing projects
with excellence have helped the Company earn a reputation
as one of the preferred contractors in the infrastructure sector.

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 63 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 2022, ITD posted revenues of around 67 Billion Thai Baht
(about '' 1,660,000 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.

For and on behalf of the Board

Piyachai Karnasuta
Chairman

(DIN: 07247974)
25 May 2023

---

Dec 31, 2016

The Directors present herewith their Report and the Audited Financial Statements for the year ended 31st December, 2016.

FINANCIAL RESULTS (Rs. in Lakh)

Total Income	Year 2016	Year 2015
	289,132.07	276,037.00
Gross Profit / (Loss) before depreciation and provision for doubtful debts	14,725.26	7,374.64
Less: Depreciation on fixed assets	3,230.79	2,485.29
Profit before provision for doubtful debts	11,494.47	4,889.35
Less: Provision for doubtful debts	2,050.07	1,367.65
Profit before taxation and exceptional item	9,444.40	3,521.70
Add/ (Less): Exceptional item (including share of loss in joint venture H907.09 Lakh)	-	(12,397.19)
Profit/ (Loss) before taxation after exceptional item	9,444.40	(8,875.49)
Less: Provision for taxation/(deferred tax credit)	(4,633.45)	2,944.76
Profit/ (Loss) after taxation	4,810.95	(5,930.73)
Add : Surplus of previous year brought forward	3,037.31	8,997.65
Amount available for appropriation	7,848.26	3,066.92
Directors'' recommendation for appropriation:
Proposed dividend	465.47	-
Dividend distribution tax	94.76	-
Adjustment on account of additional depreciation	-	29.61
Balance carried to Balance Sheet	7,288.03	3,037.31

DIVIDEND

The Directors are pleased to recommend dividend of Re 0.30 per share (2015-Nil) on 155,157,900 equity shares of Re 1/- each fully paid up. The above dividend, together with tax thereon, if approved, will represent 11.64% of distributable profits of Rs.4,810.95 Lakh for the year.

TRANSFER TO RESERVE

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

REVIEW OF OPERATIONS

Revenue from standalone operations for the year at Rs.292,526.78 Lakh has increased by Rs.18,918.08 Lakh, from Rs.273,608.70 Lakh in the year 2015, an increase of about 6.9% over the previous year. Consolidated revenue from operations for the year at Rs.308,856.02 Lakh has increased only marginally by HI,985.99 Lakh, from Rs.306,870.03 Lakh in the year 2015, an increase of about 0.70% over the previous year.

The Company made a profit before tax of Rs. 9,444.40 Lakh compared to a loss before tax of Rs.8,875.49 Lakh (after exceptional item of Rs.12,397.19 Lakh) for the year 2015.

The Consolidated profit before tax was Rs.7,360.80 Lakh compared to loss before tax of Rs.8,458.58 Lakh (after exceptional item of Rs.12,397.19 Lakh) for the year 2015.

After a review of the position of outstanding debts, your Directors have decided to write off bad debts during the year amounting to Rs.342.89 Lakh (2015- Nil).

Total value of new contracts secured during the year aggregated Rs.422,305 Lakh (2015 – Rs.296,875 Lakh). Major contracts having a value of Rs.7,500 Lakh and above are as under-

-Civil & structural works for a refinery at Paradip, Odisha.

-Architectural finishings and service works for Metro Stations at Kolkata, West Bengal.

-Development of multipurpose terminal by replacement of existing EQ 2 to EQ 5 Berths to cater to 14.00 meter draft vessels in inner harbour at Visakhapatnam Port.

-Civil works for fifth oil berth at Jawahar Dweep in Mumbai harbour.

-Complete civil construction works of railway line and bridges for a power plant at Nashik, Maharashtra.

-Construction of ten elevated metro stations for Nagpur Metro Rail.

-Civil works for construction of LNG Berth at Jaigad Port, Maharashtra.

-Construction of multi modal IWT terminal at Haldia, West Bengal.

-Construction of Container Berth 3 at Hazira, Gujarat.

During the year, your Company''s Joint Venture, ITD-ITD Cem Joint Venture, has received a contract for laying of trunk sewer along James Long Sarani, Kolkata by micro tunneling method for KEIIP (H9,871 Lakh) and the CEC-ITD Cem- Tata Projects Joint Venture has received a contract for design and construction of underground section including 3 underground stations at Siddhi Vinayak, Dadar and Shitaladevi Temple and associated bored tunnel for Mumbai Metro Rail Corporation (H283,010 Lakh).

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

-Comprehensive development of elevated corridor between Mangolpuri to Madhuban chowk for PWD Delhi.

-Comprehensive development of elevated corridor between Madhuban chowk to Mukarba chowk for PWD, Delhi.

-Design and construction of reclamation and container yard with associated facilities at Jawaharlal Nehru Port, Navi Mumbai.

-Container terminal 4 at Mundra, Gujarat.

-Construction of New Haj Tower Complex at Kolkata for Hooghly River Bridge Commissioners.

-Construction of six lane link road on Delhi Howrah Rail Track for Ghaziabad Development Authority, Uttar Pradesh.

-Various piling and civil works in Maharashtra, Odisha, Sikkim, Tamil Nadu, etc.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURES

As required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations, 2015'') 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.

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 is provided in Form AOC-1 - marked as Annexure 1 and forms part of the Consolidated Financial Statements.

The performance and financial position of the Company''s subsidiary and joint ventures are summarized herein below: (Rs. in Lakh)

Name	Total income	Profit/ (Loss) for the year	% share	Share of Profit/ (Loss)
Subsidiary:
ITD Cementation Projects India Limited	0.30	(0.18)	100%	(0.18)
Joint Ventures:
- ITD Cemindia JV	1,923.07	196.19	80%	156.95
- ITD-ITD Cem JV	29,957.63	(11,253.26)	49%	(5,514.10)
- ITD-ITD Cem JV (Consortium of ITD - ITD Cementation)	25.08	(461.72)	40%	(184.69)
- ITD Cem-Maytas Consortium	176.06	(36.14)	95%	(34.33)
- CEC-ITD Cem-TPL JV	1,708.50	NIL	40%	NIL

The annual accounts of the Subsidiary Company will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours up to the date of the Annual General Meeting.

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 Company has an in-house Research & Development Division. The primary focus of research is to continually refine the frequently used systems at our project sites to derive optimization, reduction in the breakdowns, improve effectiveness and efficiency of use and hence provide a competitive edge for any project. 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 annexed herewith and marked as Annexure 2.

STATUTORY AUDITORS

The present Statutory Auditors of the Company, Messrs Walker Chandiok & Co LLP, Chartered Accountants, Mumbai, having Firm Registration No. 001076N/N500013 were appointed as the Auditors of the Company at the 34th Annual General Meeting (AGM) held on 4th May, 2012. Pursuant to the provisions of Section 139 of the Act, the Auditors were re-appointed for a period of two years from the conclusion of the 37th AGM held on 13th May, 2015 until the conclusion of the 39th AGM to be held on 11th May, 2017 and this appointment was duly ratified by the shareholders of the Company at the AGM held on 12th May, 2016. Accordingly, their term of five years would be expiring on 11th May, 2017.

As per the provisions of Section 139 of the Act, a company can appoint the same Audit Firm for a second term of 5 years subject to the approval of the shareholders of the company.

Based on the recommendations of the Audit Committee, the Board hereby recommends the appointment of Messrs Walker Chandiok & Co LLP, Chartered Accountants, Mumbai as the Company''s Statutory Auditors for a further period of five years commencing from 11th May, 2017 for the approval of the shareholders.

As required under the provisions of Section 139 (1) of the Act, the Company has received written consent from Messrs Walker Chandiok & Co LLP, Chartered Accountants, Mumbai informing that their appointment, if made, would be in accordance with the provisions of the Act read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria provided in Section 141 of the Act. As required under the Listing Regulations, 2015, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Act, the following persons have been designated as KMP of the Company as at 31st December, 2016:

Name of the KMP	Designation
Mr. Adun Saraban	Managing Director
Mr. S. Ramnath	Chief Financial Officer
Mr. R.C. Daga	Company Secretary

None of the KMP has resigned during the year.

b) Directors

Mr. Premchai Karnasuta will retire by rotation and, being eligible, offers himself for re-appointment.

c) Declarations by Independent Directors

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Act confirming that they meet with the criteria of independence as laid down in Section 149(6) of the Act.

d) Performance Evaluation

Pursuant to the provisions of Section 134 (3) (p), Section149 (8) and Schedule IV of the Act and Listing Regulations, 2015, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out.

The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

During the year the Independent Directors of the Company met on 9th November, 2016.

e) Number of Meetings of Board of Directors

7 meetings of Board of Directors were held during the year under report. For details of the 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:

Directors	Ratio to median remuneration
Non - Executive Director
Mr. Premchai Karnasuta	-
Mr. Pathai Chakornbundit	-
Mr. D.E. Udwadia	0.68
Mr. Per Ebbe Hofvander	-
Mr. D.P. Roy	0.68
Mrs. Ramola Mahajani	0.68
Mr. Piyachai Karnasuta	-
Executive Director
Mr. Adun Saraban	18.13

Non - Executive Directors were paid sitting fees as given in the Report on Corporate Governance and no other remuneration was paid to them. Sitting fees do not constitute an element of remuneration.

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

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary
Mr. Premchai Karnasuta	-
Mr. Pathai Chakornbundit	-
Mr. D.E. Udwadia	-
Mr. Per Ebbe Hofvander	-
Mr. D.P. Roy	-
Mrs. Ramola Mahajani	-
Mr. Piyachai Karnasuta	-
Mr. Adun Saraban, Managing Director	15%
Mr. S. Ramnath, Chief Financial Officer	20%
Mr. R.C. Daga, Company Secretary	17%

(c) The percentage increase in the median remuneration of employees in the financial year: 12.08%

(d) The number of permanent employees on the rolls of the Company: 1882.

(e) Average percentile increase 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:

Sr. No.	Other Employees	Managerial	Remarks
1	12.69%	18.45%	Nil

(f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the 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, confirms that: in the preparation of the annual accounts for the financial year ended 31st December, 2016, the applicable accounting standards have been followed and there have been no material departures;

they 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 period;

- they 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;

- they have prepared the annual accounts on an on- going concern basis; they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and they 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

The details pertaining to the composition 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 a Whistle Blowing and Prevention of Sexual Harassment Policy and Procedures to deal with instances of harassment or victimization, if any. This Policy has adequate safeguards against victimization of the whistle blower and ensures protection of the whistle blower''s identity. Whistle Blower or Complainant, as the case may be under the said Policy, shall be 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 Senior Management Team members as stipulated in the said Policy. This Policy is available on the website of the Company.

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. In addition, the Internal Audit function 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 same are also presented to the Audit Committee.

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 given in the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements with related parties, entered during the financial year were at arm''s length basis and in the ordinary course of the Company''s business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee. No material contract or arrangement with related parties was entered into during the year under report. Therefore, there is no requirement to report any transaction in Form No. 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) and 53(f) of the Listing Regulations, 2015 are given in the Financial Statements.

A Policy governing the related party transactions has been adopted and the same has been uploaded on the Company''s website.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee comprising Mr. Per Hofvander, Mr. Adun Saraban and Mr. B. K. Saha, Senior Executive Vice President of the Company. Mr. Per Hofvander is the Chairman of this Committee.

The Company has adopted a risk management policy and has in place a mechanism to inform the Audit / Board Members about risk assessment and minimization procedures and its periodical review.

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 constituted a CSR Committee comprising Mr. Per Hofvander, Mr. Pathai Chakornbundit and Mr. Adun Saraban. Mr. Per Hofvander is the Chairman of this Committee.

The Company has adopted the CSR Policy and the same has been uploaded on the Company''s website.

On account of the losses incurred by the Company, there was no average net profit in the three immediately preceding financial years as computed in accordance with the CSR Rules and the Company was therefore not in a position to spend any amount on CSR activities for the year under report.

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 in Annexure 3 and forms part of this Report.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Board of Directors has constituted an NRC comprising Mr. D.E. Udwadia, Mr. Premchai Karnasuta, Mr. Pathai Chakornbundit and Mr. Per Hofvander. Mr. D.E. Udwadia is the Chairman of this Committee.

The details pertaining to the composition of the NRC are included in the Report on Corporate Governance, which form part of this Report.

The Nomination and Remuneration Policy on Directors'' appointment and remuneration is given in Annexure 4 and 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.

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 5. In accordance with the provisions of Section 136 of the Act, the Annual Report and Accounts are being sent 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.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, read with the Rules therein, the Secretarial Audit Report issued by M/s Parikh & Associates, Practicing Company Secretaries is attached and marked as Annexure 6 to this Report.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) and Section 134 (3)(a) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 is attached and marked as Annexure 7 to this Report.

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, 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 Listing Regulation, 2015, the Report on Corporate Governance along with a certificate of compliance from the Auditors are attached hereto and marked as Annexure 9 to this Report.

BUSINESS RESPONSIBILITY REPORT

As required under Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015, the Business Responsibility Report 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 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.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the 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 there under.

REPORTING OF FRAUD

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

ISO 9001:2008, ISO 14001:2004 & OHSAS 18001:2007

The Company has an established Integrated Management System comprising Quality Management System (QMS) conforming to ISO 9001:2008, Environmental Management System (EMS) conforming to ISO 14001: 2004 and Occupational Health and Safety Management System conforming to OHSAS 18001:2007 at all offices, project sites and depots. During the year, the Company''s Management System has been audited and compliance to the requirements of the International Standards has been confirmed by DNV GL-Business Assurance (DNV GL- BA).

The Company is amongst the few construction companies who have established an Integrated Management System and is adequately maintaining the system to ensure customer satisfaction, compliance to legal and other non-regulatory requirements as per the Standards along with continual improvements to the system.

OUTLOOK

During the last couple of years, India has had the privilege of being among the most favoured investment destinations of the world. Benign crude oil and commodity prices combined with the increase in tax revenues of the government have helped improve public finances and reduce some of its external vulnerabilities. Good monsoon in 2016 and its benevolent effect on food prices ensured that inflation remained in control with WPI and CPI at 3.39 % and 3.41% respectively as of December 2016.

However, the demonetization action by the government is likely to lower GDP growth in 2016-17 to about 6.8%, according to a survey carried out by FICCI in December ''16/ January ''17. This is lower by a percent from the IMF forecast of 7.6% GDP growth for India in 2016-17.

The anticipated revival in private capital investment has not come about and, going forward, the growth prospects for the construction sector in 2017 will largely be led by government expenditure on infrastructure. In the Budget for 2017-18, the government has increased the outlay on infrastructure by about 25% over its previous year and has chosen to adopt an integrated approach to improving the transportation network by combining roads, railways, waterways and civil aviation.

The Economic Survey for 2016-17 estimates the Indian economy to grow between 6.75% and 7.5% in 2017-18. But rising crude and commodity prices in global markets, increased protectionist policies by many governments affecting exports and the weakening of the rupee against the US dollar are factors that are likely to exert pressures on the fiscal front. This could in turn impact the government''s investment expenditure in infrastructure.

The demonetization action led to a spurt in bank deposits and, with low demand for credit, has seen a reduction in lending rates. However, this alone will not be sufficient for improving credit metrics. Any significant improvement in liquidity profile and credit metrics of construction companies will take time and will be contingent on improvement in working capital cycle (by way of faster execution and release of stuck receivables/retention money), improvement in pace of execution and ability to raise long term funds.

The Company has maintained its focus on project selection for bidding after due evaluation of risks, profitability and project cash flow and has been able to build a strong and diverse order book worth H658,346 Lakh as on 31st December, 2016. The Company is also in the L1 status on a significant contract amounting to over H170,000 Lakh, which it is hopeful of converting into an award. The Company is confident of improving its performance in the coming year, although executional challenges will continue to exert pressure on profit margins for the next couple of quarters.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD), founded in 1958, is a leading civil engineering & infrastructure construction and development company. With a well-diversified presence across the construction space that includes MRT, airports, buildings, dams & tunnels, highways, expressways & bridges, industrial works, mining and telecommunications, ITD is listed in Nikkei Asia300; 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 58 years and has since then expanded its operations across several other countries in south east and south Asia.

ITD is the only Thai construction company to win 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 then largest and most challenging civil engineering project ever attempted in Thailand - the Khao Laem Dam.

The Royal Seal of The Garuda was awarded to the company by His Majesty the King on 23rd 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 is the twentieth busiest airport in the world and the ninth busiest airport in Asia for the year 2015.

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

In 2015, ITD posted revenues of over 51 billion Thai Baht (about Rs.9,400 crore) and had 27,317 employees on its rolls. Of its revenues, about 40% are derived from overseas operations.

DEPOSITORY SYSTEM

It is mandatory that the shares of the Company are 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 Company Law Board, New Delhi has granted permission to the Company to follow the financial year 1st January to 31st December.

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 thank all employees for their contribution and the shareholders, customers and bankers for their continued support.

For and on behalf of the Board

Premchai Karnasuta

21st February, 2017 Chairman

---

Dec 31, 2014

Dear Members,

The Directors present herewith their Report and Statement of Accounts for the year ended 31st December 2014. FINANCIAL RESULTS (Rupees in Lakh)

Year 2014 Year 2013

Total Income 137,671.70 127,893.74

Gross Profit / (Loss) before depreciation and bad debts (3,141.83) 4,944.33 Less: Depreciation on fixed assets 2,942.69 3,348.91

Profit / (Loss) before provision for doubtful debts (6,084.52) 1,595.42

Less: Provision for doubtful debts 673.69 660.81

Profit / (Loss) before Taxation and exceptional item (6,758.21) 934.61

Add: Exceptional Item (Write-back of depreciation) 9,553.25 Nil

Profit before Taxation after Exceptional Item 2,795.04 934.61

Less: Provision for Tax 853.66 3.67

Profit after Taxation 1,941.38 930.94

Add : Surplus of previous year brought forward 7,056.27 6,285.11

Amount available for appropriation 8,997.65 7,216.05

Directors'' recommendation for appropriation:

Proposed Dividend - 115.16

Dividend Distribution Tax(Incl. earlier year) - 21.35

Transfer to General Reserve - 23.27

Balance carried to Balance Sheet 8,997.65 7,056.27

8,997.65 7,216.05

DIVIDEND

The Board of Directors do not recommend any dividend for the year 31st December 2014 in view of the operating losses incurred by the Company during the year

REVIEW OF OPERATIONS

Revenue for the year at Rs. 135,241 Lakh has increased by Rs. 12,765 Lakh from Rs. 122,476 Lakh in the year 2013, an increase of about 10% over previous year Consolidated revenue for the year was at Rs. 171,242 Lakh as compared to Rs. 157,837 Lakh for the year 2013, an increase of about 8% over the previous year.

The Company incurred a loss before tax of Rs. 6,758 Lakh compared to a profit before tax of Rs. 935 Lakh for the year 2013. However after Exceptional Item relating to Write-back of depreciation of Rs. 9,553 Lakh, there was a profit before tax of Rs. 2,795 Lakh.

The Consolidated loss before tax was Rs. 6,864 Lakh compared to profit before tax of Rs. 2,391Lakh for the year 2013. However after Exceptional Item relating to Write-back of depreciation of Rs. 9,553 Lakh, the profit before tax stood at Rs. 2,689 Lakh. The operating losses were due to execution challenges on some projects and cost overruns on certain other projects.

On a review of the position of outstanding debts, there are no write off of bad debts during the year (2013 - Nil).

Total value of new contracts secured during the year aggregated Rs. 254,06l Lakh (2013 - Rs. 267,620 Lakh). Major contracts include-

* Construction of Container Berths atjaigarh, Maharashtra.

* Construction of Seven Stations of Kolkata Metro Railway Line at Kolkata.West Bengal.

* Design and Construction of Reclamation and Container Yard at Jawaharlal Nehru Port Trust at Navi Mumbai, Maharashtra.

* Construction of LNG Storage Tanks at Mundra, Gujarat.

* Construction of ContainerTerminal at Mundra, Gujarat.

* Construction of Super Structure for Bose Institute at Kolkata, West Bengal.

* Construction of Elevated Road at Noida, Uttar Pradesh.

* Construction of different buildings for IIT Ropar from CPWD, Ropar Punjab.

* Construction of Balance Tunneling works in the State of Jammu and Kashmirfor Konkan Railway Corporation Limited.

During the year; your Company''s Joint Venture, has received two contracts namely:

* Construction of Laying of Water Trunk main from Garden Reach water works to Taratala Valve Station and Laying of sewerline along Diamond Harbour Road by Microtunnelling method for an approximate value of Rs. 14,592 Lakh in ITD- ITD Cem Joint Venture.

* Rehabilitation and Refurbishment of Water Works at Palta and Garden Reach for Rs. 8,057 Lakh in ITD-CEMINDIAJV

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

* Construction of Ultra Mega Power Project at Sasan, Madhya Pradesh.

* Design and Construction of Approach Tunnel at Jaipur Metro for Delhi Metro Rail Corporation Limited, Jaipur Rajasthan.

* Prestreesed Rock Anchors atWadala, Mumbai, Maharashtra

* Soil Consolidation by Drilling and Grouting at LNG Terminal, Dabhol, Maharashtra.

* Design, procurement, construction and commissioning of Marine Civil Works at Gangavaram Port, Andhra Pradesh.

* Civil works tor approach trestle and jetty at Kandla, Gujarat.

* Construction of Elevated Road at Jaipur Metro for Delhi Metro Rail Corporation Limited by Company''sJointVenture - ITD-ITD Cem Joint Venture.

With regard to paragraph 6 of the Auditors'' Report, your Directors state that:

Trade receivables and Unbilled Work-in-progress as at December 31,2014 include amounts aggregating Rs. 2,655 Lakh and Rs. 1,584 Lakh respectively, which have been outstanding for a substantial period of time. The Company has been actively negotiating for speedy recovery of the balance receivables. In view thereof, the management is reasonably confident of their recovery ISO 9001:2008, ISO 14001:2004 & OHSAS 18001:2007

The Company has an established Integrated Management System comprising of Quality Management System conforming to ISO 9001:2008, Environmental Management System (EMS) conforming to ISO 14001: 2004 and Occupational Health and Safety Management System conforming to OHSAS 18001:2007 at all offices, project sites and depots. During the year the Company''s accreditation has been audited and compliance to the requirements of the International Standards has been confirmed by DNV GL-Business Assurance (DNV GL- BA).

The Company is one of few construction companies who have established an Integrated Management System and are maintaining the system with proper customer satisfaction, compliance to legal and non-regulatory requirements as per the Standards along with continual improvements to the system.

RAISING OF FUNDS THROUGH QUALIFIED INSTITUTIONS PLACEMENT ("QIP").

The Company has issued of 4,000,000 fully paid-up equity shares of face value Rs. 10 each at a price of Rs. 360/- (including a Premium of Rs. 350) per equity share, aggregating to Rs. 14,400 Lakh through Qualified Institutional Placement ("QIP"). The shares were allotted on 4th September; 2014.

CORPORATE SOCIAL RESPONSIBILITY

Your Directors are pleased to inform that your Company has constituted a Corporate Social Responsibility Committee and formulated a Policy in this regard. A sum of Rs. 33 Lakh had been allocated for three projects, where the Company is performing its works, in respect of Corporate Social Responsibility expenditure for this year and of which Rs. 12.87 Lakh has already been spent on one of the projects.

OUTLOOK

Bolstered by the recent sharp fall in oil prices, cooling inflation and the new government''s initiatives to improve the investment climate, prospects for growth in 2015-16 appear to be good. While the capital markets have responded positively to the developments through the infusion of funds into portfolio investments, driving market valuations of many companies, stressed corporate balance sheets are hindering a recovery in private capital spending. Rising bad loans are also making banks wary of lending to companies, especially in the construction and infrastructure space.

The International Monetary Fund (IMF) last month also predicted India would overtake China next year as the fastest growing major economy with 6.5 percent annual growth compared with 6.3 percent tor China.The Economic Survey had, in July 2014, projected India''s GDP growth for 2014-15 in the range between 5.4% and 5.9%. Recently however due to a change in methodology of computation of growth and a change in the base year to 2011-12 from the earlier base year of 2004-05 by the Central Statistics Office (CSO), the Indian economy is estimated to grow by 7.4 per cent in the current fiscal year as against 6.9 per cent in 2013-14.

Although RBI has signaled a fall in interest rates by announcing recently a reduction in Statutory Liquidity Ratio by 50 basis points to 21.5%, banks have yet to respond to this measure. The general expectation is that banks may announce rate cuts in April 2015.

Your Company has, through focused and sustained marketing efforts, built a strong and diversified order book of Rs.476,298 Lakh, a rise of nearly 25% over the order book at the beginning of 2014, providing good revenue visibility for the next few years. In January, 201 5, your Company has received a contract for Dredging and Reclamation works atjawaharlal Nehru Port of an approximate value of Rs. 2I6,8II Lakh. In addition, your company is also hopeful of bagging some very prestigious and large contracts in the first quarter of 2015. To enable financing this future growth, your Board also raised fresh equity capital in September 2014 amounting to Rs. 14,400 Lakh.

Despite these very promising overall developments, challenges on execution on some contracts and pressures on profitability will remain a drag on performance for the next couple of quarters.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD) is engaged in the business of civil engineering and infrastructure construction and development and has been a major builder of Thailand''s infrastructure for over 50 years. ITD achieved an annual consolidated revenue for the year 2013 of approximately Baht 44,902 million (about Rs. 8,657crore) which puts it in the lead position amongst contractors in Thailand. In 2013, ITD had a skilled work force of over 28000 employees, including around I ,660 qualified engineers. An experienced in-house training division provides its employees with continuous training in safety and construction skills. The business operations of ITD are in nine major categories namely: buildings; industrial plants; pipelines and utility works; highways, railways, high speed rails, viaducts, trackworks, MRT systems, bridges and expressways; airports, ports and marine works; dams, tunnels and power plants; steel structures; telecommunications and mining.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

A Statement pursuant to Section 2I2 of the Companies Act, I956 ("the Act") containing the details of Company''s subsidiary is attached.

As required under the Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiary are attached. The Consolidated Financial Statements have been prepared inaccordance with Accounting Standards 2I and 27 issued by The Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company its subsidiary and its share in joint ventures.

Pursuant to the provisions of Section 212(8) of the Act, Ministry of Corporate Affairs vide its General Circular No. 2/201 I dated 8th February 201I has granted a general exemption, subject to certain conditions, to Holding Companies from complying with the provisions of Section 2I2 of the Act which requires attaching of its Balance Sheet, Profit and Loss Accounts and other documents of its Subsidiary Company to its Balance Sheet. Accordingly the said documents are not included in this Annual Report. The main financial summary of the Company''s Subsidiary for the year ended 31st December 2014 is included in the Annual Report. The Annual Accounts of the Subsidiary Company will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours.

RESEARCH AND DEVELOPMENT

The Company lays significant emphasis on improvements in methods and processes in its areas of construction and operations. The Research & Development Division of the Company continues to enjoy recognition by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India. The primary focus of research is to continually refine the frequently used systems at our project sites to derive optimization, reduction in the breakdowns, improve effectiveness and efficiency of use and hence provide a competitive edge for any project.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information as per Section 217( 1 )(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conversion of energy technology absorption, foreign exchange earnings and outgoings respectively, is attached hereto and forms part of this Report.

Particulars of employees pursuant to Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in the annexure and forms part of this Report. However in pursuance of Section 219 (1) (b) (iv) of the Act, the Report and Accounts is being sent 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

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors state that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable. The Board also confirms that 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 the year under report. The Board has 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. It is further confirmed that the Directors have prepared the annual accounts on a going concern basis.

DEPOSITORY SYSTEM

It is mandatory that the shares of the Company are 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).

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance alongwith a certificate of compliance from the Auditors are attached hereto and form part of this Report.

DELISTING OF EQUITY SHARES FROM THE CALCUTTA STOCK EXCHANGE LIMITED

The equity shares of the Company has been delisted from The Calcutta Stock Exchange Limited w.e.f. 28th August, 2014.

DIRECTORS

Mr Premchai Karnasuta will retire by rotation and, being eligible, offer himself for re-appointment.

At a meeting of the Board of Directors held on 6th November 2014, Mrs. Ramola Mahajani was appointed as an Additional Director of the Company with effect from 6th November 2014 and also as an Independent Director for a consecutive period of five years from 6th November, 2014 to 5th November 2019.

Mrs. Ramola Mahajani holds office as Director upto the date of this Annual General Meeting and, being eligible, offers herself for appointment.

AUDITORS

The retiring Auditors, Walker Chandiok & Co LLP, Chartered Accountants, Mumbai, offer themselves for re-appointment.

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 thank all employees for their contribution and the shareholders, customers and bankers for their continued support.

For and on behalf of the Board

Premchai Karnasuta February 24, 2015 Chairman

---

Dec 31, 2013

The Directors present herewith their Report and Statement of Accounts for the year ended 31st December, 2013.

FINANCIAL RESULTS (Rs. in Lakh)

Year 2013 Year 2012

Total Income 127,893.74 131,451.45

Gross Profit before depreciation

and bad debts 4,944.33 6,922.49

Less: Depreciation on fixed assets 3,348.91 3,604.91

Profit before provision for

doubtful debts 1,595.42 3,317.58

Less: Provision for doubtful debts 660.81 645.21

Profit before Taxation 934.61 2,672.37

Less: Provision for Taxation/

(deferred Tax Credit) 3.67 474.60

Profit after Taxation 930.94 2,197.77

Add : Surplus of previous year

brought forward 6,285.11 4,519.85

Amount available for

appropriation 7,216.05 6,717.62

Directors'' recommendation for appropriation:

Proposed Dividend 115.16 230.32

Dividend Distribution Tax

(Incl. earlier year) 21.35 37.36

Transfer to General Reserve 23.27 164.83

Balance carried to Balance Sheet 7,056.27 6,285.11

7,216.05 6,717.62

DIVIDEND

The Directors are pleased to recommend dividend of Rs. 1.00 per share (2012 – Rs. 2.00 per share), on 11,515,790 equity shares of Rs. 10 each fully paid. The above dividend, together with tax thereon, if approved, will represent 14.5% of distributable profits of Rs. 930.94 Lakh for the year.

REVIEW OF OPERATIONS

Revenue for the year at Rs. 122,476 Lakh has declined by Rs. 6,317 Lakh from Rs. 128,793 Lakh in the year 2012, a decline of about 5% over previous year. Consolidated revenue for the year was also lower at Rs. 157,837 Lakh as compared to Rs. 164,472 Lakh for the year 2012, a decline of about 4% over the previous year.

The Company''s profit before tax for the year was lower by 65% at Rs. 935 Lakh compared to a profit before tax of Rs. 2,672 Lakh for the year 2012.

The Consolidated profit before tax for the year was lower by 23% at Rs. 2,391 Lakh compared to profit before tax of Rs. 3,107 Lakh for the year 2012.

The profit after tax for the year at Rs. 931 Lakh was lower by Rs. 1,267 Lakh in comparison with 2012 because of lower revenues and reduction in margins because of change in the composition of revenues from different types of construction work.

On a review of the position of outstanding debts, there are no write off of bad debts during the year (2012 - Rs. 450 Lakh).

Total value of new contracts secured during the year aggregated Rs. 267,620 Lakh (2012 - Rs. 143,502 Lakh). Major contracts include-

- Construction of six lane link road including Road over Bridge, Ghaziabad.

- Comprehensive Development of Corridor between Mangolpuri to Madhuban Chowk including construction of Elevated Road, Foot over Bridge and allied works for PWD, Delhi.

- Comprehensive Development of Corridor between Madhuban Chowk to Mukarba Chowk including construction of Elevated Road, Foot over Bridge and allied works for PWD, Delhi.

- Construction of New Haj Tower Complex at Rajarhat, West Bengal.

- Development of Marine facilities at Karanja Creek, Uran, Maharashtra.

- Part Design and Construction of Elevated viaduct and 2 elevated stations, Phase III of Delhi MRTS, Delhi.

- Design and build construction of 330 meter Wharf Structure at Nhava Sheva, Maharashtra.

- Construction of the Balance Works of the Ramps, Cut and Cover Tunnel of Chennai Metro Rail Project, Phase I, Chennai.

During the year, your Company''s Joint Venture, ITD- ITD Cem Joint Venture, has received two contracts namely: Design and Construction of Tunnels by shield TBM, Palam and I.G.D. Airport Underground Stations by Cut & Cover Method between Palam (including) & Shankar Vihar (excluding) on Janakpuri West - Kalindi Kunj Corridor under Delhi MRTS Project of Phase-III for Delhi Metro Rail Corporation of the value of Rs. 75,200 Lakh and Procurement of Ground Water Treatment Plants, Design, Construction, Supply, Installation, Commissioning including Mechanical & Electrical Equipment and Operation for Government of Tripura (SIPMIU) of the value of Rs. 3,988 Lakh.

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

- Civil works, service and allied works for Modernisation at GRSE - Main Unit for Garden Reach Shipbuilders and Engineers Limited, Kolkata.

- Bored Cast-in-situ Piling, Diaphragm Wall and Ground Improvement work at Dahej, Gujarat.

- Piling work for multi-storeyed residential complex at Jaypee Greens, Noida.

- Construction of Ship Repair facility at Lavgan, Maharashtra.

- Construction of Landside structure for Ship Repair facility at Jaigad, Maharashtra.

- Construction of Integrated Passenger Terminal Building at NSCBI Airport, Kolkata.

- Piling work for SEPCO, Cuddalore, Tamil Nadu.

The Directors state that subsequent to the year end, a client of the Company has, pursuant to its contract with the Company for execution of work, invoked bank guarantees provided to the client by the Company''s banks. Banks have made payments to the client aggregating to Rs. 9,200 Lakh. The Company is currently in dialogue with the client to resolve the matter amicably and the Company has reasons to believe that the matter will be favorably resolved.

A disclosure in this regard has been made under Notes 29 (g) and 28(h) under the heading ''Contingent Liabilities'' for the Standalone Financials and Consolidated Financials respectively.

ISO 9001:2008, ISO 14001:2004 & OHSAS 18001:2007

The Company has an established Integrated Management System comprising of Quality Management System conforming to ISO 9001:2008, Environmental Management System (EMS) conforming to ISO 14001:2004 and Occupational Health and Safety Management System conforming to OHSAS18001:2007 at all offices, project sites and depots. During the year, the Company''s accreditation has been audited and compliance to the requirements of the International Standards has been confirmed by Det Norske VERITAS AS (DNV).

The Company is amongst a few construction companies who have established an Integrated Management System and are maintaining the system with proper customer satisfaction along with continual improvements to the system.

OUTLOOK

The overall infra growth environment for the construction sector during the year gone by was very challenging. But your Company, with its strong execution capabilities and strong balance sheet has sailed steadily through these difficult times. Government has recently taken a number of measures to fast track infrastructure growth and a few encouraging signs are already visible. The inflation though sticky, with tight liquidity scenario, is expected to cool in the coming months. This may lead to a fall in interest rate in the system. Your Company has already built a strong and diversified order book of Rs. 382,118 Lakh for the year, which, gives it good revenue visibility for more than two years. It is expected that the years ahead would bring great opportunities in the key business areas that your Company is focused in.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD) is engaged in the business of civil engineering and infrastructure construction and development and has been a major builder of Thailand''s infrastructure for over 50 years. It had an annual consolidated revenue for the year 2012 of approximately Baht 46,970 million (about Rs. 8,330 crore) which puts it in the lead position amongst contractors in Thailand. In 2012, ITD had a skilled work force of around 24,278 employees, including around 1,502 qualified engineers. An experienced in-house training division provides its employees with continuous training in safety and construction skills. The business operations of ITD are in nine major categories namely: buildings; industrial plants; pipelines and utility works; highways, railways, high speed rails, viaducts, track works, MTR systems, bridges and expressways; airports, ports and marine works; dams, tunnels and power plants; steel structures; telecommunications and mining.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

A Statement pursuant to Section 212 of the Companies Act, 1956 ("the Act") containing the details of Company''s subsidiary is attached.

As required under the Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiary are attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 and 27 issued by The Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company, its subsidiary and its share in joint ventures.

Pursuant to the provisions of Section 212(8) of the Act, Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption, subject to certain conditions, to Holding Companies from complying with the provisions of Section 212 of the Act which requires attaching of its Balance Sheet, Profit and Loss Accounts and other documents of its Subsidiary Company to its Balance Sheet. Accordingly, the said documents are not included in this Annual Report. The main financial summary of the Company''s Subsidiary for the year ended 31st December, 2013 is included in the Annual Report. The Annual Accounts of the Subsidiary Company will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours.

RESEARCH AND DEVELOPMENT

The Company lays significant emphasis on improvements in methods and processes in its areas of construction and operations. The Research & Development Division of the Company continues to enjoy recognition by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India. The primary focus of research is to continually refine the frequently used systems at our project sites to derive optimization, reduction in the breakdowns, improve effectiveness and efficiency of use and hence provide a competitive edge for any project.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information as per Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conversion of energy, technology absorption, foreign exchange earnings and outgoings respectively, is attached hereto and forms part of this Report.

Particulars of employees pursuant to Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in the annexure and forms part of this Report. However, in pursuance of Section 219 (1) (b) (iv) of the Act, the Report and Accounts is being sent 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors state that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable. The Board also confirms that 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 the year under report. The Board has 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. It is further confirmed that the Directors have prepared the annual accounts on a going concern basis.

DEPOSITORY SYSTEM

It is mandatory that the shares of the Company are 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).

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance along with a certificate of compliance from the Auditors are attached hereto and form part of this Report.

DIRECTORS

Mr. Per Hofvander and Mr. Deba Prasad Roy retire by rotation and, being eligible, offer themselves for re- appointment.

AUDITORS

The retiring Auditors, Walker, Chandiok & Co., Chartered Accountants, Mumbai, offer themselves for re- appointment.

INDUSTRIAL RELATIONS

Relations with staff and labor 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 thank all employees for their contribution and the shareholders, customers and bankers for their continued support.

For and on behalf of the Board

Premchai Karnasuta

February 26, 2014 Chairman

---

Dec 31, 2012

The Directors present herewith their Report and Statement of Accounts for the year ended 31st December, 2012.

FINANCIAL RESULTS

(Rupees in Lakhs)

Year 2012 Year 2011

Total Income 130,711.49 131,035.22

Gross Profit before depreciation and bad debts 6,922.49 6,631.96

Less: Depreciation on fixed assets 3,604.91 3,422.83

Profit before provision for doubtful debts 3,317.58 3,209.13

Less: Provision for doubtful debts 645.21 1,006.47

Profit before Taxation 2,672.37 2,202.66

Less: Provision for Taxation/(deferred Tax Credit) 474.60 (54.92)

Profit after Taxation 2,197.77 2,257.58

Add : Surplus of previous year brought forward 4,519.85 2,698.60

Add: Corporate dividend tax written back - 0.67

Amount available for appropriation 6,717.62 4,956.85

Directors'' recommendation for appropriation:

Proposed Dividend 230.32 230.32

Dividend Distribution Tax 37.36 37.36

Transfer to General Reserve 164.83 169.32

Balance carried to Balance Sheet 6,285.11 4,519.85

6,717.62 4,956.85

DIVIDEND

The Directors are pleased to recommend dividend of Rs.2.00 per share (2011– Rs.2.00 per share), on 11,515,790 equity shares of Rs.10 each fully paid. The above dividend, together with tax thereon, if approved, will represent 12% of distributable prof ts of Rs.2,197.77 Lakh for the year.

REVIEW OF OPERATIONS

Revenue for the year at Rs.128,053 Lakh has declined by Rs.1,000 Lakh from Rs.129,053 Lakh in the year 2011. Consolidated revenue for the year was also lower at Rs.163,380 Lakh as compared to Rs.170,845 Lakh for the year 2011, a decline of about 4% over the previous year.

The Company''s prof t before tax, however, improved by 21% to Rs.2,672 Lakh compared to a prof t before tax of Rs.2,203 Lakh for the year 2011.

During the last quarter of the year October 2012 to December 2012, we experienced some delays and slowdown in some projects, which af ected our performance in the quarter.

The Consolidated prof t before tax for the year was Rs.3,107 Lakh compared to prof t before tax of Rs.2,817 Lakh for the year 2011, an increase of about 10%.

The prof t after tax for the year at Rs.2,198 Lakh was slightly lower by Rs. 60 Lakh in comparison with 2011 because of one time deferred tax credit that was available in 2011.

After a review of the position of outstanding debts, your Directors have decided to write-of bad debts amounting to Rs.450.16 Lakh (2011- Rs.1,235.44 Lakh).

Total value of new contracts secured during the year aggregated Rs.143,502 Lakh (2011 -Rs.113,206 Lakh). Major contracts include-

- Piling work in Mahanadi River for Water Pipeline at Cuttak City, Orissa.

- Piling, Civil and Temporary Construction facility works for GIR Project at Dahej, Gujarat.

- Construction of North Cargo Berth II at VOC Port, Tuticorin, Tamil Nadu.

- Marine Civil works for development of Gangavaram Port Expansion Phase II at Visakhapatnam, Andhra Pradesh.

- Construction of Berth No.15 at Kandla Port, Gujarat.

- Construction of Landside structure for Ship Repair facility at Jaigad, Maharashtra.

- Civil works for Approach and Jetty for the development of Dry Bulk Terminal at Tuna, Kandla, Gujarat.

During the year, your Company''s Joint Venture, ITD-ITD Cem Joint Venture, has received a contract from Delhi Metro Rail Corporation for Part Design and Construction of Elevated viaduct including entry exit lane, ramp to depot and 8 elevated stations including architectural f nishing, water supply, sanitatary installation and drainage works of stations, Delhi - value Rs.54,600 Lakh.

During the year under report a number of contracts were completed including-

- Design and Construction of Container Terminal at South Port, Mundra, Gujarat.

- Construction of Integrated Cargo Terminal facility at Jaigad, Maharashtra.

- Construction of Cargo Berth No.9 for Tuticorin Port , Tamil Nadu.

- Construction of Impounded Wet Basin at Mazagaon Dock, Mumbai, Maharashtra.

- Construction of Diaphragm Wall and Anchor Slab with special f ll at Sabarmati, Gujarat.

- Various Piling and Civil works in Gujarat; Chhattisgarh; Orissa; Sikkim; Uttar Pradesh; Tamil Nadu; Punjab; Haryana and Maharashtra.

ISO 9001:2008, ISO 14001:2004 & OHSAS 18001:2007

The Company has established Integrated Management System comprising of Quality Management System conforming to ISO 9001:2008, Environmental Management System (EMS) conforming to ISO 14001: 2004 and Occupational Health and Safety Management System conforming to OHSAS 18001:2007 at all of ces, project sites and depots. During the year, the Company''s accreditation has been audited and compliance to the requirements of the Standards has been conf rmed by Det Norske Veritas (DNV).

The Company is amongst a few construction companies who have established an Integrated Management System and maintaining the system with proper customer satisfactions along with continual improvement of the system.

OUTLOOK

The outlook for the world economy is not encouraging. Most forecasts predict the growth for the world economy for 2013 to be at about 3.2%. As far as India is concerned, the GDP growth in 2012-2013 is likely to fall below the Reserve Bank''s baseline projection of 5.8%. Advance estimates of National Income, 2012-2013, estimates the GDP growth for 2012-2013 at 5%.

Your Company continues to pursue opportunities in marine, foundation and specialist engineering and mass rapid transport system (MRTS) projects, where it has built strong capability over the years. Your Company is also looking to enhance its presence in civil works for industrial projects, where hitherto it was mainly involved in piling and foundation work. Delays in f nalization of orders on account of non-receipt of environment clearances and /or f nancial closure on some major prospects and lack of orders in certain areas are some matters of concern. This situation is likely to continue for some more time which, in turn, may impact your Company''s performance in the current year.

Although RBI expects inf ation to moderate below its baseline projection of 7.5%, suppressed inf ation continues to pose a threat and, consequently, RBI maintains a cautious approach to interest rate reduction. But recent actions by RBI to reduce CRR and repo rates have raised expectations on lower interest rates by the middle of the year.

Despite short term challenges faced by the infrastructure sector as a whole, your Company is cautiously optimistic about the future prospects for the sector.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD) is engaged in the business of civil engineering and infrastructure construction and development and has been a major builder of Thailand''s infrastructure for over 50 years. It had an annual consolidated revenue for the year 2011 of approximately Baht 44,945 million (about Rs.7,701.10 crore) which puts it in the lead position amongst contractors in Thailand. In 2011, ITD had a skilled work force of around 22,318 employees, including around 1,403 qualif ed engineers. An experienced in-house training division provides its employees with continuous training in safety and construction skills. The business operations of ITD are in nine major categories namely: buildings; industrial plants; pipelines and utility works; highways, railways, bridges and expressways; airports, ports and marine works; dams, tunnels and power plants; mining; steel structures and telecommunications.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

A Statement pursuant to Section 212 of the Companies Act, 1956 ("the Act") containing the details of Company''s subsidiary is attached.

As required under the Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiary are attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 and 27 issued by The Institute of Chartered Accountants of India and show the f nancial resources, assets, liabilities, income, prof ts and other details of the Company, its subsidiary and its share in joint ventures.

Pursuant to the provisions of Section 212(8) of the Act, Ministry of Corporate Af airs vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption subject to certain conditions to Holding Companies from complying with the provisions of Section 212 of the Act which requires attaching of its Balance Sheet, Prof t and Loss Accounts and other documents of its Subsidiary Company to its Balance Sheet. Accordingly, the said documents are not included in this Annual Report. The main f nancial summary of the Company''s Subsidiary for the year ended 31st December, 2012 is included in the Annual Report. The Annual Accounts of the Subsidiary Company will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Of ce of the Company on any working day during business hours.

RESEARCH AND DEVELOPMENT

The Company lays signif cant emphasis on improvements in methods and processes in its areas of construction and operations. The Research & Development Division of the Company continues to enjoy recognition by the Department of Scientif c and Industrial Research, Ministry of Science and Technology, Government of India. The primary focus of research is to continually ref ne the frequently used systems at our project sites to derive optimization, reduction in the breakdowns and improve ef ectiveness and ef ciency of use, through the introduction of new and improved techniques.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information as per Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conversion of energy, technology absorption, foreign exchange earnings and outgoings respectively, is attached hereto and forms part of this Report.

Particulars of employees pursuant to Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in the annexure and forms part of this Report. However, in pursuance of Section 219 (1) (b) (iv) of the Act, the Report and Accounts is being sent 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 Of ce of the Company. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Of ce of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors state that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable. The Board also conf rms that 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 af airs of the Company at the end of the f nancial year and of the prof t of the Company for the year under report. It is further stated that the Board has taken proper and suf cient 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. It is further conf rmed that the Directors have prepared the annual accounts on a going concern basis.

DEPOSITORY SYSTEM

It is mandatory that the shares of the Company are traded in electronic form. The Company has entered into Agreements with both the depositories ie. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance alongwith a certif cate of compliance from the Auditors are attached hereto and form part of this Report.

DIRECTORS

Mr. Premchai Karnasuta and Mr. Pathai Chakornbundit retire by rotation and, being eligible, of er themselves for re- appointment.

AUDITORS

The retiring Auditors, Walker, Chandiok & Co., Chartered Accountants, Mumbai, of er themselves for re-appointment.

INDUSTRIAL RELATIONS

Relations with staf 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 thank all employees for their contribution and the shareholders, customers and bankers for their continued support.

For and on behalf of the Board

Premchai Karnasuta

February 28, 2013 Chairman

---

Dec 31, 2011

The Directors present herewith their Report and Statement of Accounts for the year ended 31st December, 2011.

FINANCIAL RESULTS

(Rupees in Lakhs)

Year 2011 Year 2010

Total Income 131,035.22 109,573.75

gross Prof t before depreciation and bad debts 6,631.96 5,795.59

Less: Depreciation on fixed assets 3,422.83 3,075.15

Net Prof t before provision for doubtful debts 3,209.13 2,720.44

Less: Provision for doubtful debts 1,006.47 1,496.95

Prof t before Taxation 2,202.66 1,223.49

Less: Provision for Taxation/( deferred Tax Credit) (54.92) 284.98

Prof t after Taxation 2,257.58 938.51

Add : Surplus of previous year brought forward 2,698.60 2,008.00

Add: Corporate dividend tax written back 0.66 0.45

Amount available for appropriation 4,956.84 2,946.96

Directors' recommendation for appropriation:

Proposed Divided 230.32 172.74

Dividend Distribution Tax 37.36 28.69

Transfer to General Reserve 169.32 46.93

Balance carried to Balance Sheet 4,519.84 2,698.60

4,956.84 2,946.96

DIVIDEND

The Directors are pleased to recommend dividend of Rs.2.00 per share (2010–Rs.1.50 per share), on 11,515,790 equity shares of Rs.10 each fully paid. The above dividend, together with tax thereon, if approved, will represent 11.86 % of distributable profits of Rs.2,257.58 Lakhs for the year.

REVIEW OF OPERATIONS

Revenue for the year was Rs.129,745 Lakhs compared to Rs.107,193 Lakhs for the year 2010 an increase of 21% over the previous year. Consolidated revenue for the year was Rs.171,219 Lakhs as compared to Rs.146,216 Lakhs for the year 2010, an increase of 17% over the previous year.

For the year 2011, the Company made a profit before tax of Rs.2,203 Lakhs compared to a profit of Rs.1,223 Lakhs for the year 2010, showing an increase of 80%.

The increase in profit before tax was primarily due to improved contribution especially from marine, foundation and specialist projects.

The Consolidated profit before tax for the year was Rs.2,817 Lakhs compared to profit before tax of Rs.2,075 Lakhs for the year 2010, an increase of 36%.

The Directors have reviewed the outstanding debts and have decided to write-of Rs.1,235.44 Lakhs (2010 -Rs.1,125.28 Lakhs).

Total value of new contracts secured during the year aggregated Rs.113,206 Lakhs (2010 - Rs.193,139 Lakhs). Major contracts include-

- Construction of Ship Repair facility at Lavgan, Maharashtra.

- Road Project (6 laning of Pune - Satara Road - Phase 1) Maharashtra.

- Construction of Terminal 12 Berth at Mundra, Gujarat.

- Piling work at Cuddalore for 2 x 600 MW Power Project in Tamil Nadu.

- Construction of Diaphragm Wall and Capping Beam for proposed residential complex at Wadala, Mumbai, Maharashtra.

- Piling work for multi-storied residential complex at Jaypee Greens, Noida. During the year under report a number of contracts were completed including-

- Civil works for Iron Ore Port Terminal at Encore Port, Chennai.

- Various Piling and Civil Works in Uttar Pradesh, Orissa, Gujarat, and Andhra Pradesh.

With regard to paragraphs 5(vi) (a) and 5 (vi) (b) of the Auditors' Report, your Directors state that:

(a) Sundry Debtors at December 31, 2011 include variation claims of Rs.3,455 Lakhs, which are disputed by the customer. Out of this, claims amounting to Rs.2,346 Lakhs are the subject matter of arbitration. The Company has received arbitration awards in its favor in respect of the balance amount of Rs.1,109 Lakhs, which have since been challenged by the customer. Based on the legal advice from Company's counsel in the matter, the management is reasonably conf dent of recovery of the amounts.

(b) Sundry Debtors at December 31, 2011 include Rs.3,384 Lakhs representing interim work bills for work done which have not been certified by customers beyond normal periods Offi certification. The management is reasonably conf dent of the certification and recovery of the same progressively on these contracts based on past experience of the Company, assessment of work done and the fact that these amounts are not disputed by the customer.

ISO 9001:2008, ISO 14001 : 2004 AND OHSAS-18001:2007

Your Company has established at all Offi cess project sites and depots Quality Management System (QMS) conforming to ISO 9001:2008, Environmental Management System (EMS) conforming to ISO 14001:2004 and Occupational Health and Safety Management System (OHSMS) conforming to OHSAS 18001:2007.

During the year the Company's accreditation has been audited and re-certified by Det Norske Verities (DNV).

Your Company is amongst a few construction companies who have established an Integrated Management System comprising QMS, EMS and OHSMS covering all project sites.

OUTLOOK

Y our Company has gained from the successful execution of underground and elevated sections of metro projects at Delhi, which has helped it to obtain other similar projects at Jaipur, Kolkata and Bangalore.

Your Company has a significant presence in marine projects, mass rapid transport system (MRTS), airports, roads and foundation and specialist engineering. This has resulted in award of prestigious marine contracts from Lavgan and Mundra and a large road project in Maharashtra.

However, the pressure of high interest rates that prevailed throughout last year is likely to continue at least in the first half of the current year. The upward trend in commodity prices is also likely to continue during the year ahead. For your Company, lack of orders during the year under report, is also a cause of concern.

Nevertheless, the medium and long term scenario seems to be positive. Government of India is emphasizing infrastructure projects. Total planned investment in infrastructure sector during the Twelfth Five Year Plan is estimated to be twice that in the Eleventh Five Year Plan. Your Company, therefore, looks forward with cautions optimism to a period of growth.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD) is engaged in the business of civil and infrastructure construction and development and has been a major builder of Thailand's infrastructure for over 50 years. It had an annual consolidated revenue for the year 2010 of approximate Baht 39,143 million (about Rs.6,759.10 Crores) which puts it in the lead position amongst contractors in Thailand. In 2010, ITD had a skilled work force of around 21,362 employees, including around 1,338 qualified engineers. An experienced in-house training division provides its employees with continuous training in safety and construction skills. The business operations of ITD are in nine major categories namely: buildings; industrial plants; pipelines and utility works; highways, railways, bridges and expressways; airports, ports and marine works; dams, tunnels and power plants; mining; steel structures and telecommunications.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

A Statement pursuant to Section 212 of the Companies Act, 1956 ("the Act") containing the details of Company's subsidiary is attached.

As required under the Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiary are attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 and 27 issued by The Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company, its subsidiary and its share in joint ventures.

Pursuant to the provisions of Section 212(8) of the Act, Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated 8th February, 2011 has granted a general exemption subject to certain conditions to Holding Companies from complying with the provisions of Section 212 of the Act which requires attaching of its Balance Sheet, Prof t and Loss Accounts and other documents of its Subsidiary Company to its Balance Sheet. Accordingly, the said documents are not included in this Annual Report. The main financial summary of the Company's Subsidiary for the year ended 31st December, 2011 is included in the Annual Report. The Annual Accounts of the Subsidiary Company will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours.

RESEARCH AND DEVELOPMENT

The Company lays significant emphasis on improvements in methods and processes in its areas of construction and operations. The Research & Development Division of the Company continues to enjoy recognition by the Department of Scientific c and Industrial Research, Ministry of Science and Technology, Government of India. The primary focus of research is to continually refine the frequently used systems at our project sites to derive optimization, reduction in the breakdowns and improve effectiveness and efficiency of use, through the introduction of new and improved techniques.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information as per Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conversion of energy, technology absorption, foreign exchange earnings and outgoings respectively, is attached hereto and forms part of this Report.

Particulars of employees pursuant to Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in the annexure and forms part of this Report. However, in pursuance of Section 219 (1) (b) (iv) of the Act, the Report and Accounts is being sent 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.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors state that in the preparation of the annual accounts the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable. The Board of Directors also confirm that 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 the year under report. It is further stated that the Board of 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. It is further confirmed that the Directors have prepared the annual accounts on a going concern basis.

DEPOSITORY SYSTEM

It is mandatory that the shares of the Company are traded in electronic form. The Company has entered into Agreements with both the depositories ie. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance along with a certificate of compliance from the Auditors are attached hereto and form part of this Report.

DIRECTORS

Mr. Peshwan Jehangir resigned as Director of the Company with effect from 28th February, 2012. Directors placed on record their sincere appreciation of the valuable contribution made by Mr. Jehangir during his tenure as Director of the Company.

Mr. Per Hofvander and Mr. D.E. Udwadia retire by rotation and, being eligible, offer themselves for re-appointment.

AUDITORS

Messrs S.R. Batliboi & Associates, the retiring auditors of the Company, have expressed their inability to seek re- appointment as the statutory auditors of the Company. In view thereof the Board has appointed, subject to approval of the shareholders, Messrs Walker, Chandiok & Co., Chartered Accountants, Mumbai, as the statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting.

The Directors placed on record their appreciation of the valuable services rendered by Messrs S.R. Batliboi & Associates as Auditors.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

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

The Directors thank all employees for their contribution and the shareholders, customers and bankers for their continued support.

For and on behalf of the Board Premchai Karnasuta

February 29, 2012 Chairman

---

Dec 31, 2009

The Directors present herewith their Report and Statement of Accounts for the year ended 31 st December, 2009.

FINANCIAL RESULTS

(In Rupees Lakhs) Year 2009 Year 2008

Total Income 99,711.25 97,961.41

Gross Profit before depreciation and bad debts 4,636.57 3,094.53

Less: Depreciation on fixed assets 3,060.01 1,972.53

Net Profit before provision for doubtful debts 1,576.56 1,122.00

Less: Provision for doubtful debts 810.24 477.99

Profit before Taxation 766.32 644.01

Less: Provision for Taxation 225.79 94.08

Profit after Taxation 540.53 549.93

Add: Surplus of previous year brought forward 1,615.70 1,214.25

Amount available for appropriation 2,156.23 1,764.18

Directors recommendation for appropriation:

Proposed Dividend 115.16 115.16

Dividend Distribution Tax 19.57 19.57

Transfer to General Reserve 13.51 13.75

Balance carried to Balance Sheet 2,007.99 1,615.70

2,156.23 1,764.18

DIVIDEND

The Directors are pleased to recommend dividend of Re. 1.00 per share (2008 - Re. 1.00 per share), on 11515790 equity shares of Rs. 10 each fully paid. The above dividend, together with tax thereon, when approved, will represent about 25% of distributable profits of Rs. 540.53 Lakhs for the year.

REVIEW OF OPERATIONS

Revenue for the year was Rs. 97,967 Lakhs compared to Rs. 96,560 Lakhs for the year 2008. As per Consolidated Accounts revenue for the year was Rs. 147,464 Lakhs, an increase of 10% over the previous years Rs. 1 33,665 Lakhs.

For the year 2009, the Company has made a profit before tax of Rs. 766.32 Lakhs compared to a profit of Rs. 644.01 Lakhs for the year 2008, showing an increase of 19%.

The profit before tax increased primarily due to reduction in input cost and recovery of service income from joint venture projects.

As per Consolidated Accounts profit before tax for the year was Rs. 1,590.69 Lakhs compared to profit before tax of Rs. 1,463.56 Lakhs for the year 2008.

During the year the Company has obtained orders in new segments such as micro-tunneling and track laying for MRTS on the back of technology support from Parent Company.

As a strategy, the Company will continue to explore all such available avenues of growth.

The Directors have reviewed the outstanding debts and have decided to write-off Rs. 134.68 Lakhs (2008 - Rs. 185.96 Lakhs).

Total value of new contracts secured during the year aggregated Rs. 163,689 Lakhs (2008 - Rs. 129,882 Lakhs). Major contracts include-

- Investigation, design and execution of water conveyor system (Pranahita Chevalla Sujala Sravanthi Package No. 17) for Government of Andhra Pradesh.

- Civil works, service and allied works for Modernisation at GRSE - Main Unit at Kolkata for Garden Reach Shipbuilders and Engineers Limited.

- Bored Cast-in-situ Piling, Diaphragm Wall and Ground Improvement work for ABG Shipyard at Dahej, Gujarat.

- Piling work for O.P. jindal Super Thermal Power Plant at Tamnar, Chattisgarh.

- Design and Construction of Offshore civil super structure works for Coal Conveyor at Tuticorin, Tamil Nadu.

New contracts secured by joint Venture

During the year, your Company in joint venture with Italian-Thai Development Public Company Limited (ITD) has been awarded two projects namely Supply, Installation, Testing and Commissioning of Track Work and Installation of Third Rail System for Bangalore Metro Rail Corporation Limited valued at Rs. 33,184 Lakhs and Laying of the Tallah-Palta Dedicated Transmission Line for Kolkata Municipal Corporation valued at Rs. 18,739 Lakhs.

During the year under report a number of contracts were completed including-

- Construction of Coal Berth at Chennai.

- Road Projects in the States of Madhya Pradesh, Haryana and Punjab.

- Construction of Civil and allied work for Marine Liquid Jetty at Ennore Port.

- Various Piling and Civil Works in Andhra Pradesh, Assam, Bihar, Haryana, Himachal Pradesh, Gujarat, Karnataka, Orissa and West Bengal.

With regard to paragraphs 5 vi(a) to 5 vi(d) of the Auditors report, your Directors state that:

(a) The Company has recognized variation claims as revenue of Rs. 5,042 Lakhs till December 31, 2009, which are also included in the balance of sundry debtors at December 31, 2009. These claims are disputed by the customer. Out of this, claims amounting to Rs. 2,801 Lakhs are a subject matter of arbitration. In respect of the balance variation claims of Rs. 2,241 Lakhs the Company has received arbitration awards in its favour which have been challenged by the customer. Considering the legal advice from Companys counsel in the matter, the management is reasonably confident of recovery of the amounts awarded.

(b) Sundry Debtors as at December 31, 2009 include Rs. 3,384 Lakhs representing interim work bills for work done which have not been certified by customers beyond normal periods of certification provided in the respective contracts. The Management is reasonably confident of the certification and recovery of the same progressively on these contracts based on past experience of the Company, assessment of work done and the fact that these are not disputed by the customer.

(c) Sundry Debtors as at December 31, 2009 include an amount of Rs. 1,225 Lakhs, recognized as income in earlier years. Based on the payment schedule originally agreed with the customer, the above mentioned claim was expected to be received by the Company over a period of time commencing from financial year 2008/2009. No amounts have been received by the Company till date and further rescheduling of the payment which was is in progress at 31 st December, 2008 has not yet been finalised. The management is in advanced stage of discussion with the client and confident of recovering the amount due.

ISO 9001:2008, ISO 14001:2004 AND OHSAS-18001:2007

Your Company has established at all offices, project sites and depots Quality Management System (QMS) conforming to ISO 9001:2008, Environmental Management System (EMS) conforming to ISO 14001:2004 and Occupational Health and Safety Management System (OHSMS) conforming to OHSAS 18001:2007.

During the year the accreditation has been audited and re-certified by Det Norske Veritas (DNV).

Your Company is amongst a few construction companies who have established Integrated Management System comprising QMS, EMS and OHSMS covering all project sites.

OUTLOOK

Last year your Company consolidated its position in the construction market with its first order from Airport Authority of India for the modernization of Kolkata Airport and repeat order from Delhi Metro Rail Corporation Limited. This year will be remembered for the award of the first project for micro-tunneling work for Kolkata Municipal Corporation and track laying work for Bangalore Metro Rail Corporation Limited, in joint venture with the parent company.

Your Companys presence in other sectors such as irrigation and marine sectors has been further cemented by the award of prestigious project of Investigation, design and execution of water conveyor system for Government of Andhra Pradesh and Construction of Civil works, services and allied works for Modernisation at Kolkata for Garden Reach Shipbuilders and Engineers Limited.

Your Directors are pleased to inform that during the first quarter of 2010, your Company, in joint venture with its parent has emerged as the lowest bidder for a Rs. 90,863 Lakhs project for the Kolkata Metro Rail Corporation Limited.

In view of positive outlook for the Indian economy, your Company is reasonably optimistic for the years that lie ahead.

PARENT COMPANY

Italian-Thai Development Public Company Limited (ITD) is engaged in the business of civil and infrastructure construction and development and has been a major builder of Thailands infrastructure for over 50 years. It had an annual consolidated revenue for the year 2008 of approximate Bant 42,855 million (about Rs. 6,043.50 Crores) which puts it in the lead position amongst contractors in Thailand. In 2008, ITD had a skilled work force of around 26,877 employees, including around 1,483 qualified engineers. An experienced in-house training division provides its employees with continuous training in safety and construction skills. ITDs main activities are buildings, industrial plants, pipelines and utility works, highways, railways, bridges and expressways, airports, ports and marine works, dams, tunnels and power plants, mining, steel fabrication and telecommunications.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

A Statement pursuant to Section 212 of the Companies Act, 1956 containing the details of Companys subsidiary is attached.

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statements of the Company and its subsidiary are attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 and 27 issued by The Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company, its subsidiary and its share in joint ventures.

The Company has been granted exemption for the year ended 31 st December, 2009 by the Ministry of Corporate Affairs from attaching to its Balance Sheet, the individual Annual Report of its Subsidiary Company. As per the terms of Exemption Letter, a statement containing brief financial details of the Companys Subsidiary for the year ended 31 st December, 2009 is included in the Annual Report. The Annual accounts of the Subsidiary Company will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours.

RESEARCH AND DEVELOPMENT

The Company lays significant emphasis on improvements in methods and processes in its areas of construction and operations. The Research & Development Division of the Company continues to enjoy recognition by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India. The primary focus of research is to continually refine the frequently used systems at our project sites to derive optimization, reduction in the breakdowns and improve effectiveness and efficiency of use.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information as per Section 21 7(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conversion of energy, technology absorption, foreign exchange earnings and outgoings respectively, is attached hereto and forms part of this Report.

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in the annexure and form part of this Report. However, in pursuance of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts is being sent 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.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors state that in the preparation of the annual accounts the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable. The Board of Directors also confirm that the Directors have selected such accounting policies and applied them consistently and made judgements 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 the year under report. It is further stated that the Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. It is further confirmed that the Directors have prepared the annual accounts on a going concern basis.

DEPOSITORY SYSTEM

It is mandatory that the shares of the Company are traded in electronic form. The Company has entered into Agreements with both the depositories ie. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance alongwith a certificate of compliance from the Auditors are attached hereto and form part of this Report.

DIRECTORS

Mr. S. Mukundan resigned as Director and Deputy Managing Director with effect from 12th June, 2009. The Directors place on record their sincere appreciation of the long and meritorious service rendered by Mr. Mukundan during his tenure as Director of the Company.

Mr. S.S. Singh retired as Managing Director of the Company with effect from 1st January, 2010. Mr. Singh was the Managing Director for the past 9 years, an office he held with distinction through a difficult period. The Directors place on record their sincere appreciation of the long and meritorious service rendered by Mr. Singh to the Company as Managing Director.

At a meeting of the Board of Directors held on 29th July, 2009, Mr. Adun Saraban was appointed as an Additional Director designated as President and Managing Director (Designate) for the period 12th August, 2009 to 31st December, 2009 and as Managing Director with effect from 1st January, 2010. Mr. Saraban holds office as Director upto the date of this Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. D.E. Udwadia and Mr. Premchai Karnasuta retire by rotation and, being eligible, offer themselves for re-appointment.

AUDITORS

The retiring Auditors, Messrs S.R. Batliboi & Associates, Chartered Accountants, Mumbai, offer themselves for re-appointment.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

The Directors thank all employees for their contribution and the shareholders, customers and bankers for their continued support.

For and on behalf of the Board

Mumbai Premchai Karnasuta

4th March, 2010 Chairman