BOARD’S REPORT

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

FINANCIAL HIGHLIGHTS

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:

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:

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:

• 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