Directors Report of Capacit'e Infraprojects Ltd.

Mar 31, 2025

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

COMPANY OVERVIEW

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

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

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

FINANCIAL HIGHLIGHTS

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

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

Particulars	Standalone		Consolidated
	FY 25	FY 24	FY 25	FY 24
Total Revenue	2,24,486.83	1,90,346.80	2,40,710.55	1,96,365.30
EBITDA before exceptional items	42,652.46	35,996.50	43,694.77	36,337.18
EBIT before exceptional items	33,218.91	25,935.02	35,846.69	26,301.46
PAT	18,078.43	11,780.46	20,376.82	12,032.99
Debt Equity	0.25	0.22	0.24	0.21

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

CAPITAL EXPENDITURE

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

RESERVES

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

SHARE CAPITAL
Authorised Capital

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

Issued, Subscribed and Paid-up Capital

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

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

DIVIDEND

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

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

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

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

S. No.	Entities	Business	Holding /Profit & Loss sharing (%)
Subsidiary:
1.	CIL MMEPL Ekatha Private Limited	To develop the Ekatha Harbour project at Maldives (Landside works), pursuant to the contract awarded by Rail Vikas Nigam Limited.	51
Associates:
1.	TCC Construction Private Limited	Form for Execution of project awarded by MHADA for redevelopment of BDD chawls Mumbai	37.10
2.	TPL-CIL Construction LLP	Contract is received from TCC Construction Private Limited	35
Joint Ventures:
1.	Capacit''e Viraj AOP	Construction of building and surrounding podium around for residential township projects "KUL Nation”	70
2.	CEPL-CIL JV	Construction of port Facilitation centre at JN Port.	74
		Construction of IFSCA Headquarter Building in gift SEZ	65
3.	CIL-SIPL JV	Construction of Multi-Specialty Hospital at Bhandup, awarded by Municipal Corporation of Greater Mumbai (MCGM).	51
4.	Capacit''e E-Governance JV	Construction of Multi-Specialty Hospital at Bhandup, awarded by Municipal Corporation of Greater Mumbai (MCGM).	96
5.	PPSL- Capacite JV	Construction and infrastructure development	49

Performance of Subsidiary, Associate and Joint venture companies

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

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

The Policy for determining material subsidiaries, as per Regulation 16(1)(c) of SEBI LODR, is also available on the Company''s
website at https://capacite.in/wp-content/up[oads/2025/05/8.-Po[icv-for-determining-materia[-subsidiarv 13.05.2019.pdf. As
on March 31, 2025, the Company has no material subsidiary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

As on March 31, 2025, the Board comprised of 8 (Eight)
Directors - One Executive Chairman, one Managing Director
& CEO, One Whole Time Director and five Independent
Directors, of which two are Women Independent Directors.

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

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

Appointments and Re-appointments
Re-appointments at the ensuing AGM

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

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

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

Changes in Board Composition during FY 25

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

b) Mr. Rohit Katyal (DIN: 00252944) was re-appointed as
Whole-Time Director (designated as Executive Chairman) for

a further period of five years from June 25, 2024 to June 24,
2029, through a Special Resolution passed by the shareholders
on July 29, 2024. He is not liable to retire by rotation.

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

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

• Mr. Rajesh Das, Chief Financial Officer

• Mr. Rahul Kapur, Company Secretary

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

Declaration by Independent Directors

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

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

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

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

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

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

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

Declaration by Senior Management Personnel (SMP)

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

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

Board Diversity and Policy on Appointment & Remuneration
of Directors

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

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

• Framework for their remuneration; and

• Parameters to ensure board diversity.

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

Annual Board Evaluation

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

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

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

Familiarisation Programme for Directors

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

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

Board Committees and Meetings

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

• Audit Committee

• Nomination & Remuneration Committee

• Risk Management Committee

• Stakeholders'' Relationship Committee

• Corporate Social Responsibility Committee

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

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

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

Compliance of Secretarial Standards

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

AUDITORS AND AUDITORS'' REPORT
Appointment of Statutory Auditors

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

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

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

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

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

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

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

Internal Audit

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

Cost Records

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

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

Cost Auditor

The Board has re-appointed M/s. Y. R. Doshi & Associates,
Cost Accountants, as the Cost Auditors of the Company for
the financial year 2025-26. In accordance with the provisions
of Section 148 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, the remuneration
payable to the Cost Auditors is required to be ratified by the
shareholders. Accordingly, the Board recommends the same
for approval by the members at the ensuing 13th Annual
General Meeting.

Secretarial Auditor

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

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

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

CREDIT RATINGS

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

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

b) India Ratings & Research Private Limited had previously
rated the Company with a long-term rating of IND BB
/ Positive. However, during the year, the Company, in
line with its strategy to maintain a single credit rating,
requested withdrawal of its ratings from India Ratings,
which was accepted and confirmed by the agency.

DEPOSITS

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

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION BETWEEN THE
END OF FINANCIAL YEAR AND THE DATE OF REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING (BRSR)

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

CORPORATE GOVERNANCE REPORT

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

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

RISK MANAGEMENT

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

COMPLIANCE MANAGEMENT

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

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

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

OTHER STATUTORY DISCLOSURES
Vigil Mechanism

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

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

Prevention of Sexual Harassment at Workplace

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

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

Annual Return

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

Particulars of Loan and Investments

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

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

Particulars of Contracts and arrangements with related
parties

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

Material Related Party Transactions:

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

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

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

Other Related Party Transactions (that are not material):

a) Other related party transactions entered into by the
Company during FY 25 were undertaken with the
approval of the Audit Committee.

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

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

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

Energy Conservation, Technology Absorption and
Foreign Exchange Earnings & Outgo

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

Particulars of Employees

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

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

Significant and Material Orders

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

Proceedings under Insolvency and Bankruptcy Code,
2016

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

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

Statement of Deviation or Variation in Utilisation of
Proceeds

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

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

General

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

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

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

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

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

Directors'' Responsibility Statement

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

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

b) The Directors have selected such accounting policies
and applied them consistently, and made judgments and
estimates that are reasonable and prudent to give a true

and fair view of the state of affairs of the Company at the
end of the financial year and of the profit and loss of the
Company for that period;

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

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

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

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

ACKNOWLEDGEMENT

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

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

For and on Behalf of the Board

Rohit Katyal

Executive Chairman

Date: May 26, 2025 DIN: 00252944

---

Mar 31, 2024

Your Directors are pleased to present their 12^th (Twelfth) Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2024.

Summary of Financial Performance:

Key highlights of the Financial performance of the Company, for the financial year ended March 31, 2024 compared to previous financial year are as follows:

in I alrhcl

	Standalone		Consolidated
Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023	Year Ended March 31, 2024	Year Ended March 31, 2023
Revenue from operations	186775.82	1,79,075.84	193163.80	1,79,858.70
Other income	3191.93	916.76	3201.50	951.86
Total Income	189967.75	1,79,992.60	196365.30	1,80,810.56
Profit Before Depreciation and Amortisation & finance costs	35617.50	35,994.30	36537.62	36608.01
Less: Depreciation & amortization	10061.48	13,559.63	10135.94	13,599.63
Less: Finance Costs	9561.93	8,940.54	9563.33	8,942.64
Add: Share of profit/ (loss) of Joint Venture and Associate	-	-	100.22	49.60
Profit before tax	15994.09	13,494.13	16738.13	13,595.34
Less: Tax expenses (including Deferred Tax)	4591.23	4,060.97	4705.14	4,065.66
Net Profit after Tax (1)	11402.86	9,433.16	12032.99	9,529.68
Other Comprehensive Income/ (Loss) (2)	79.73	58.17	79.73	58.17
Total Comprehensive Income/ (Loss) (1 2)	11482.59	9,491.33	12112.72	9,587.84
Balance of profit/ loss for earlier years	53613.79	44,122.46	53,602.92	44015.11
Impact on adoption of Ind AS 115	-	-	-	-
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	-	-	-	-
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Less: Adjustment for joint venture	-	-	-	-
Balance carried forward	65096.38	53,613.79	65715.64	53602.92

Note: Previous year''s figures have been regrouped/ rearranged wherever considered necessary

a) Review of Company''s operations:

The Company is engaged in construction of buildings & factories with specializion in construction of Highrise and Super High-rise residential, commercial, institutional buildings including hospitals etc.

As a sector focused Construction Company, a varied order book from some of the most prominent clients from private as well as public sector, lean balance sheet and a flexible management with adaptability to change, we have carved a niche in the Factory & Building space within a short span of time.

For further details on the Company''s performance, operations and strategies for growth, please refer to the Management Discussion and Analysis section which forms a part of this Annual Report.

There was no change in nature of the business of the Company.

b) Share Capital:

Paid-up Share Capital

The Paid up Equity Share Capital of the Company as on March 31, 2024 was H 84,60,40,430 divided into 8,46,04,043 Equity shares having face value of H 10 each. During the year, the Company has issued and allotted 56,65,000 equity shares of H 10/- each at a premium of H, 160 each aggregating to H 96,30,50,000/- on preferential basis and 31,00,000 Convertible Warrants of H 10/- each at a premium of H 160/- each to the Promoters Group of the Company. Further, the Company has also issued shares on Qualified Institutional Placement basis as detailed below:

Issue of Shares on Qualified Institutional Placement Basis:

The Company has issued and allotted 79,47,546 Equity Shares of H10/- each at a premium of H 241.65 each aggregating to H 1,99,99,99,950.90/-. Post allotment Paid up Equity Share Capital of the Company was increased to H 84,60,40,430 divided into 8,46,04,043 Equity shares having face value of H 10/- each.

During the year under review, the Company has not issued any shares with differential rights, sweat equity shares and equity shares under Employees Stock Option Scheme.

Authorised Capital

The Authorized Share Capital of the company is H 90,00,000,00 Comprising of 9,00,00,000 Equity Shares of H 10/- each.

c) Dividend:

Considering to conserve the funds for future business growth, your Directors have not recommended any dividend for the Financial Year 2023-24.

d) Transfer to Reserves:

The Board of Directors of your Company has not recommended transfer of any amount of profit to the reserves during the year under review.

e) Material changes and commitments, if any, affecting the financial position of the Company, having occurred since the end of the Year and till the date of the Report:

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, excpet Merger of CIPL-PPSL-Yongnam Joint Venture Constructions Private Limited w.e.f. May 21, 2024

f) Capital Expenditure:

During financial year 2023-24, Company had incurred H 4510.18 Lakhs towards capital expenditure primarily towards purchase of equipments, plant & machinery, IT and technology upgradation expenses, implemented compliance software and other administrative expenses.

g) Subsidiary, Joint Venture And Associate Companies: Subsidiary Company:

CIPL-PPSL-Yongnam Joint Venture Constructions Private Limited continues to be Wholly-owned Subsidiary of the Company as on March 31, 2024.

Subsequent to the approval of Board of Directors of the Company for Scheme of Amalgamation of CIPL-PPSL-Yongnam Joint Venture Constructions Private Limited with the Company under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the "Act”), Hon''ble NCLT vide its order dated 21.05.2024 had sanctioned the Scheme of Amalgamation with the Company i.e. the company stand dissolved.

CIL MMEPL Ekatha Private Limited incorporated on October 23, 2023 is a subsidiary of the Company. Your Company holds 51% shares in the company.

Pursuant to the provisions of section 129(3) of the Act read with rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of Financials of the subsidiary in Form AOC-1 is annexed to the financial statements of the Company.

The Company has adopted a Policy for determining the criteria of material subsidiaries which is available on Company''s website at www.capacite.in.

Joint Venture and Associate Company:

TCC Constructions Private Limited and TPL-CIL Constructions LLP are project specific Associate entities formed for execution of project awarded by MHADA for redevelopment of BDD Chawls, Worli, Mumbai.

Consolidated Financial Statements:

In accordance with the provisions of Section 129(3) of the Act as amended from time to time, the Consolidated Financial Statements form part of this Annual Report and will also be laid before the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS”) as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind - AS compliant Schedule III), as applicable to the Consolidated Financial Statements.

The Company will make available the said financial statements and related information of the Subsidiary upon written request by any member of the Company. These financial statements are kept open for inspection by any member at the Registered Office of the Company and the Subsidiary Company and are also be available at website of the Company https://capacite.in/investors/.

h) Credit Rating:

India Ratings and Research Private Limited (Ind-Ra) has affirmed the Company''s ratings ''Ind BB / stable dated August 25, 2023. Further, the ratings was re-affirmed as IndBB /Postive” dated April 03, 2024.

i) Particulars of Loans, Guarantees, Investments and / or Securities:

The Company is in the business of providing infrastructural facilities, and thus the provisions of Section 186 are not applicable to the Company, except sub-section (1) of Section 186 of the Act.

j) Fixed Deposits:

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

k) Particulars of Contract/s or arrangement/s with Related Parties:

During the year, the Company entered into agreements / contracts with its Peer Companies with the prior approval granted by the Audit Committee and / or Board of Directors at their respective meetings. All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at an arm''s length. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions, except TPL-CIL Construction LLP, pursuant to shareholders approval dated September 26, 2022.None of the transactions with any of related parties were in conflict with the Company''s interest.

Particulars of contracts / arrangements / transactions with related parties as referred to in Section 188(1) of the Act for the Financial Year 2023-24 are given in prescribed format Form AOC - 2 as specified under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 which is annexed as Annexure I.

Further members may refer to note no. 44 of standalone financial statement which set out related party transactions as per the Ind AS.

The Company has adopted a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on Company''s website www.capacite.in.

l) Directors and Key Managerial Personnel (KMPs): Directors:

The Nomination & Remuneration Committee has been mandated to review, recommend appointment/s, terms of appointment / re-appointment of Director/s and KMPs based on the Company policies, industry requirement and business strategy.

Appointments / Re-Appointments:

Following changes were made in Directors of the Company , on the recommendation of the Nomination and Remuneration Committee ("NRC''):

a) Dr. Rukmani Krishnamurthy was appointed by the Board of Directors for five years w.e.f. December 12, 2024 which was subsequently approved by the shareholders on March 07, 2024.

b) Mr. Ankit Paleja was appointed by the Board of Directors for five years w.e.f. March 02, 2024 which was subsequently approved by the shareholders on May 30, 2024.

c) Mr. Kartik Rawal was appointed by the Board of Directors for five years w.e.f. May 03, 2024 which was subsequently approved by the shareholders on July 29, 2024.

d) Mr. Rohit Katyal was re-appointed as Whole Time Director (designated as Executive Director) by the Board of Directors w.e.f. June 25, 2024 which was subsequently approved by shareholders on July 29, 2024.

e) Mr. Rahul Katyal, Managing Director & CEO retires by rotation at the ensuing 12th Annual General Meeting and being eligible, offered himself for re-appointment. The Board recommends his reappointment. Details of his re- appointment as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and Secretarial Standard 2, (SS) issued by The Institute of Company Secretaries of India (ICSI) are given in the Annexure- A to the Notice of the 12th Annual General Meeting.

Cessation

a) Mr. Siddharth Parekh retires as Non- Executive NonIndependent w.e.f. September 21, 2023.

b) Ms. Farah Menzies completed her tenure as Independent Directors w.e.f. November 10, 2023.

c) Mr. Sumeet Nindarajog stepped down as

Non- Executive Non- Independent of w.e.f. December 11, 2023.

Key Managerial Personnel:

During the financial year ended March 31, 2024, the

following changes were made in Key Managerial

Personnel(s) (KMPs), on the recommendation of NRC:

Appointment

a) Mr. Rajesh Das was appointed as Chief Financial Officer w.e.f. August 12, 2023.

b) Mr. Rahul Kapur was appointed as Compliance Officer and Company Secretary w.e.f. November 14, 2023 and February 14, 2024 respectively.

Cessation

a) Mr. Rohit Katyal stepped down from the position of Chief Financial Officer w.e.f. August 11, 2023

b) Ms. Varsha Malkani, Company Secretary and Compliance Officer, resigned w.e.f. May 15, 2023.

c) Mr. Dinesh Ladwa was appointed as Company Secretary w.e.f. August 11, 2023 and resigned w.e.f. September 08, 2023.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year:

As per Rule 8 of Companies (Account) Amendment Rules, 2019, in opinion of Board of directors, all the above Individuals appointed / reappointed / regularised as Independent Director are persons of Integrity and possesses relevant expertise and experience.

Further, as per Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014 every individual whose name is so included in the data bank under subrule (1) shall pass an online proficiency self-assessment test conducted by the institute within a period of Two years from the date of inclusion of his/her name in the data bank, failing which, his/her name shall stand removed from the databank of the institute. All the Independent Directors which are falling under the critieria have complied with the proficiency test.

Declarations by Independent Directors and Senior Management Personnel on compliance of code of conduct:

The Company has received and taken on record the declarations with respect to independence from all Independent Directors of the Company in accordance with Section 149(7) of the Act confirming their independence as prescribed thereunder as well as Regulation 25(8) of the Listing Regulations and also regarding compliance of the Code for Independent Directors prescribed in Schedule IV to the Act.

The Independent Directors of the Company have confirmed that they have registered their names with the Institute of Corporate Affairs for inclusion of their name in the data bank, as per the provisions of Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014.

Also Senior Management Personnel including Executive Directors have submitted their disclosures under Regulation 26(3) of the Listing Regulations affirming compliance with the Code of Conduct for Directors and Senior Management Personnel.

Familiarisation Programme:

In compliance with the requirements of the Listing Regulations, the Company undertakes a familiarisation programme for the Independent Directors to familiarise them with their roles, rights and responsibilities as Independent Directors, nature of the industry, the operations of the Company, business model, risk management etc. The details of the programme are available on the Company website at https://capacite.in/investors/

The Company issues a formal letter of appointment to the Independent Directors outlining their role, functions, duties and responsibilities, the format of which is available on the Company''s website at www.capacite.in.

m) Disclosures Related to Board, Committees and Policies: Board Meetings:

The Board of Directors met 6 (six) times during the financial year under review. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms part of this Board''s Report.

In terms of requirements of Schedule IV of the Act, a separate meeting of Independent Directors was also held on March 30, 2024 to review the performance of Non Independent Directors (including the Chairperson), the entire Board and its Committees thereof, quality, quantity and timelines of the flow of information between the Management and the Board.

Compliance of Secretarial Standards

Your Company complies with all applicable provisions of Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under the Act.

Audit Committee:

The composition of the Audit Committee is in conformity with the provisions of the Section 177 of the Act, and Listing Regulations.

The terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of this Report. Further all the recommendations made by the Audit Committee were accepted by the Board during the year.

Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee is in conformity with the provisions of the Section 178 of the Act and Listing Regulations.

The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of this Board''s Report.

The Company has Nomination and Remuneration policy, which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy broadly lays down guiding principle for appointment or removal of Directors, Key Managerial Personnel and Senior Management and provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and formulation of criteria for evaluation of performance of the Board, its Committees and Directors. The above policy is available on the website of the Company at www.capacite.in.

Stakeholders'' Relationship Committee:

The composition of the Stakeholders Relationship Committee is in conformity with the provisions of the Regulation 20 of the Listing Regulations.

The terms of reference of the Stakeholders'' Relationship Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of this Board''s Report.

Corporate Social Responsibility Committee:

In accordance with the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee. The Committee is entrusted with the responsibility of:

• Formulating and recommending to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken,

• monitoring the implementation of the framework of the CSR Policy, and

• recommending the CSR amount to be spend on the CSR activities.

The Board in its meeting held on August 11, 2023, approved CSR budget of H 139.13 lakhs for the financial year 202324. The Company had Set-off available balance of H 36.73 lakhs for current year CSR obligations and balance of H 102.40 Lakhs will be transfered to Funds as specified in schedule VII to the Act on or before September 30, 2024, as permissible under. Further Annual Report on CSR is

annexed as Annexure II. The CSR Policy is also placed on the website of the Company at https://capacite.in/investors/

The particulars of meetings held and attendance there at are mentioned in the Corporate Governance Report forming part of this Board''s Report.

Risk Management Committee:

The Board has constituted Risk Management Committee and has adopted the Risk Management Policy and Guidelines to assist the Board in identification, assessment and management of various operational, strategic, financial, external risks which may have negative impact on the Company''s business. Risk identification, assessment and management is a continuous process and is regularly reviewed and updated based on the industry and business requirements.

The composition of the Risk Managment Committee is in conformity with the provisions of the Regulation 21 of the Listing Regulations.

The terms of reference of the Risk Managment Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of this Board''s Report.

Directors'' Responsibility Statement:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the financial year 2023-24.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, in relation to the audited financial statements of the Company for the year ended March 31, 2024 confirm that:

a. in the preparation of the accounts for financial year ended March 31, 2024, the applicable accounting standards had been followed and there are no material departures;

b. they have selected such accounting policies and applied 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 as at March 31, 2024 and of the profits of the Company for that year;

c. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a ''going concern'' basis;

e. they have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Vigil Mechanism /Whistle Blower Policy:

The Company''s Board of Directors, pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of Listing Regulations has adopted ''Vigil Mechanism Policy'' for Directors and employees of the Company. The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on. The employees of the Company have the right/ option to report their concern / grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is available on the Company''s website at www.capacite.in

There were no such reports, information received by the Chairman of the Audit Committee during the year under review.

n) Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of all the Directors and its Committees based on the evaluation criteria as defined by Nomination and Remuneration Committee (NRC).

The Board''s performance was evaluated on various aspects, including inter-alia the Structure, meetings,

functions, degree of fulfilment of key responsibilities, establishment and delegation of responsibilities to various Committees, Effectiveness of Board Processes, information and functioning.

The Committees of the Board were assessed on the degree of adequacy of Committee composition, fulfilment of key responsibilities, and effectiveness of the meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings based on technical, financial expertise and industry requirements and guidance/support to the Management with respect to matters other than those discussed at Board/Committee Meetings.

Also, the performance of Non-Independent Directors, Board as a whole, individual peer review and the Chairman were evaluated in a separate meeting of Independent Directors was held on March 30, 2024. The Nomination & Remuneration Committee & Board thereafter, in its meeting held on May 28, 2024, evaluated the performance of all the Directors for financial year 2023-24 on the basis of their role and responsibilities, effective participation in the Board and Committee meetings, expertise, skills and exercise of independent judgment in major decisions of the Company.

o) Particulars of Employees:

The statement of disclosure of Remuneration under Section197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules'') is appended as Annexure III to this Report.

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

p) Internal Financial Controls and adequacy:

The Company''s Internal Financial Control framework is commensurate with the size and the nature of its operations. Company has designed and adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, compliance with applicable statutes, regulations, the safeguarding disclosure of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation and of reliable financial information.

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

q) Reporting of Frauds:

There was no instance of fraud during the year under review, which are required by the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

r) Auditors and Reports:

a) Statutory Audit:

At the ninth Annual General Meeting of the Company held on September 7, 2021 the members approved the re-appointment of S R B C & CO. LLP, Chartered Accountants (Firm Registration No.: 324982E/ E300003) as the Statutory Auditors of the Company to hold office for a period of four years from the conclusion of the Ninth Annual General Meeting till the conclusion of the Thirteenth Annual General Meeting of the Company to be held in the year 2025.

The Auditors Report on Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024, does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act, except, one qualification remarks explained in Statement of Impact of Qualification forming part of this Annual Report As Annexure IV.

b) Secretarial Audit :

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. Shreyans Jain & Co, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2024. The Secretarial Audit Report issued in this regard is annexed as Annexure V.

The Secretarial Audit Report for the financial year ended March 31, 2024, does not contain any qualification or reservation or adverse remark. It contains certain observations which are self explanatory.

c) Internal Audit and Controls:

M/s. S Dayma & Co., Chartered Accountants, Internal Auditors of the Company have carried out internal audit for the financial year ended March 31, 2024. The findings of the Internal Auditors are discussed on the on-going basis in the meetings of the Audit Committee

and various steps have been taken in due course to implement the suggestions of the said Internal Auditors.

d) Cost Records and Audit:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company has maintained proper cost records as required under the Act and the Board of Directors, at their Meeting held on August 14, 2024 appointed M/s. Y. R. Doshi & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2024-25.

A Certificate from M/s. Y. R. Doshi & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

A resolution seeking Member''s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 12th Annual General Meeting and the same is recommended for your consideration and ratification.

General Disclosures

General disclosures as per the provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014, are furnished as under:

Annual Return:

In accordance with Section 92(3) Annual Return as referred in Section 134(3)(a) of the Act for the financial year ended March 31, 2024 is available on the website of the Company at https://capacite.in/investors/

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information as required under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure VI which forms part of this Report.

Corporate Governance

In compliance with the Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given as an Annexure VII and forms an integral part of this Annual Report. A Certificate from the Shreyans Jain & Co., Company Secretary in Practice confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is appended to the Corporate Governance Report. A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

Management Discussion and Analysis

Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis for the year ended March 31, 2024 forms an integral part of this Annual Report.

Information under Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rule 8 of Companies (Accounts) Rules, 2018

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The objective of the policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work place is to prevent, provide protection against and for redressal of complaints, if any, under sexual harassment and matters connected or incidental thereto of employees at workplace.

The Company has always been committed to provide a safe and dignified work environment to all its employees irrespective of gender which is free of discrimination, intimidation and abuse.

The Company has also constituted an Internal Complaints Committee (ICC) to redress the complaints, if any, received regarding sexual harrasment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Committee was re-constituted and approved by the Board in its meeting held on February 14, 2024. The Committee comprises of:

Sr. No.	Name of Director	Designation	Position in the Committee
1.	Ms. Preeti Pankaj Vora	General Manager - Accounts	Presiding Officer
2.	Ms. Sonali Madhusudan Rawale	Assistant General Manager - Human Resource	Member
3.	Mr. Srinivas Mantry	President - Contracts	Chairperson
4.	Mr. Birendra Ray	Assistant Vice President - Public Relations	Member
5.	Adv. Megna Murudkar	Advocate - Outsider / NGO	Member

During the financial year, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harrasment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint pertaining to sexual harassment were recieved during the financial year under review.

The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year; Nil

(b) Number of complaints received during the year: Nil

(c) Number of complaints disposed off during the year: Nil

(d) Number of cases pending at the end of the year: Nil

Disclosure under the Insolvency and Bankruptcy Code, 2016 Pursuant to Section 134 read with Rule 8 of Companies (Accounts) Rules, the following matters are also required to be included:

Following are the details of applications filed under corporate insolvency proceedings, by operational creditors against the Company:

Sr. No.	Operational Creditor	Status & Authority
1.	Sai Infra	Withdrawal Application has
	Equipments	been filed by Operational
	Private Limited	Creditor in National Company Law Tribunal. Matter is not listed by NCLT for hearing and withdrawl.
2.	RMD Kwikform	Matter is being conducted on
	India Private	merits and is on the stage of
	Limited	hearing, RMD is directed to submit the invoices. Further date is 02.05.2024 for hearing.
3.	Technocraft Industries (India) Limited	Matter is Disposed.

Sr. No.	Operational Creditor	Status & Authority
4.	Nina Percept Pvt.	Matter is being conducted on
	Ltd.	merits and is on the stage of
		hearing. Next date: 10.05.2024

Following are the details of applications filed under corporate insolvency proceedings, by the Company against corporate debtors:

Sr. No.	Operational Creditor	Status & Authority
1	Radius Sumer Developers	Disposed as Settled
	Private Limited

Disclosure on one-time settlement with Banks or Financial Institutions:

During the year under review, no one-time settlement is done with Banks and Financial Institutions.

Significant & Material Orders passed by Regulators or Courts or Tribunals:

There are no significant, material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and commitments in the Notes forming part of the Financial Statement.

Disclosure under Section 197(14) of the Act:

There is no receipt of any remuneration or commission from any of its Subsidiary Companies by the Managing Director or the Whole-Time Director of the Company.

Business Responsibility And Sustainability Reporting (BRSR)

Regulation 34 of SEBI (Listing Obligation and Disclsoure Requirement) Regulation, 2015 as amended mandate top 1000 listed entities based on market capitalization to submit

Business Respnsibility And Sustainablity Reporting (BRSR) with effect from financial year 2022-23. In compliance with Regulation 34 (2) (f) of the Listing Regulation, the Business Responsibility And Sustainability Reporting (BRSR) of the company for the financial year ended March 31, 2024 is attached to this report as Annexure VIII to this Report.

Acknowledgements:

Your Directors would like to place on record their sincere appreciation to Clients, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitment

and contribution extended by all the employees of the Capacit''e family and look forward to enjoying their continued support and cooperation.

For and on behalf of the Board

Rahul Katyal Rohit Katyal

Managing Director & Chairman and

Chief Executive Officer Executive Director

DIN: 00253046 DIN: 00252944

Date: August 14, 2024 Place: Mumbai

---

Mar 31, 2023

DIRECTORS'' REPORT

TO

THE MEMBERS OF

CAPACIT''E INFRAPROJECTS LIMITED

Your Directors are pleased to present their 11^th (Eleventh) Report on the business and operations of the Company along with the
Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2023.

Summary of Financial Performance:

Key highlights of the Financial performance of the Company, for the financial year ended March 31, 2023 compared to previous
financial year are as follows:

	Standalone		Consolidated
Particulars	Year Ended March 31, 2023	Year Ended March 31, 2022	Year Ended March 31, 2023	Year Ended March 31, 2022
Revenue from operations	1,79,075.84	1,33,982.81	1,79,858.70	1,33,982.81
Other income	916.76	1,307.72	951.86	1,313.59
Total Income	1,79,992.60	1,35,290.53	1,80,810.56	1,35,296.40
Profit Before Depreciation and Amortisation & finance costs	36034.30	23,161.47	36608.01	23167.04
Less: Depreciation & amortization	13,559.63	9,881.31	13,599.63	9,881.31
Less: Finance Costs	8,940.54	6,696.41	8,942.64	6,697.82
Add: Share of profit/ (loss) of Joint Venture and Associate	-	-	49.60	(74.12)
Profit before tax	13,494.13	6,583.75	13,595.34	6,513.79
Less: Tax expenses (including Deferred Tax)	4,060.97	1,738.06	4,065.66	1,738.06
Net Profit after Tax (1)	9,433.16	4,845.69	9,529.68	4,775.73
Other Comprehensive Income/ (Loss) (2)	58.17	26.57	58.17	26.57
Total Comprehensive Income/ (Loss) (1 2)	9,491.33	4,872.26	9,587.84	4,802.30
Balance of profit/ loss for earlier years	44,122.46	39,250.22	44015.11	39212.81
Impact on adoption of Ind AS 115	-	-	-	-
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	-	-	-	-
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Less: Adjustment for joint venture	-	-	-	-
Balance carried forward	53,613.79	44,122.46	53602.92	44015.11

a) Review of Company’s operations:

The Company is engaged in construction of buildings
& factories with specializion in construction of Highrise
and Super High-rise residential, commercial, institutional
buildings including super speciality hospitals etc.

As a sector focused Construction Company, a varied order
book from some of the most prominent clients from private
as well as public sector, lean balance sheet and a flexible
management with adaptability to change, we have carved
a niche in the Factory & Building space within a short span
of time.

For further details on the Company''s performance,
operations and strategies for growth, please refer to the
Management Discussion and Analysis section which forms
a part of this Annual Report.

There was no change in nature of the business of the
Company.

b) Share Capital:

Paid-up Share Capital

The Paid up Equity Share Capital of the Company as on
March 31, 2023 was H 67,89,14,970 divided into 6,78,91,497
Equity shares having face value of H 10 each.

During the financial year 2022-23, the Company has issued
and allotted 31,00,000 (Thirty One Lakhs only) convertible
Warrants, at issue price of H 160 each (including H 150 as
Security Premium) convertible into 1 (one) fully paid-up
Equity Share of the Company having face value of H 10/-
each on 9^th June, 2022 and in respect of which Company
has received an amount equivalent to 25% of the issue
price aggregating to H 12,40,00,000/- (Rupees Twelve
Crores Forty Lacs only).

Issue of Shares on Preferential Basis:

The Company has issued 56,65,000 Equity Shares of H
10/- each at a premium of H 160 each aggregating to
H 96,30,50,000/-. Paid up Equity Share Capital was
increased to H 73,55,64,970 divided into 7,35,56,497 Equity
shares having face value of H 10 each.

During the year under review, the Company has not issued
any shares with differential rights, sweat equity shares and
equity shares under Employees Stock Option Scheme.

Authorised Capital

The Board of Directors of the Company has proposed to
increase the Authorized Share Capital of the company

with a view for expansion and augmenting resources from
H 80,00,00,000 divided into 8,00,00,000 Equity Shares of
H 10/- each, to H 90,00,00,000 comprising of 9,00,00,000
Equity Shares of H 10/- each subject to approval of
shareholders in the Annual General Meeting to be held on
September 21, 2023

c) Dividend:

Considering to conserve the funds for future business
growth, your Directors have not recommended any
dividend for the Financial Year 2022-23.

d) Transfer to Reserves:

The Board of Directors of your Company has not
recommended transfer of any amount of profit to the
reserves during the year under review.

e) Material changes and commitments, if any, affecting the
financial position of the Company, having occurred since
the end of the Year and till the date of the Report:

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.

f) Capital Expenditure:

During financial year 2022-23, Company had incurred INR
8856.77 Lakhs towards capital expenditure primarily towards
purchase of equipments, plant & machinery, formwork,
IT and technology upgradation expenses, implemented
compliance software and other administrative expenses.

g) SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES:

Subsidiary Company:

CIPL-PPSL-Yongnam Joint Venture Constructions Private
Limited continues to be Wholly-owned Subsidiary of the
Company as on March 31, 2023.

Subsequent to the approval of Board of Directors of the
Company for Scheme of Amalgamation of CIPL-PPSL-
Yongnam Joint Venture Constructions Private Limited with
the Company under the provisions of Sections 230 to 232
and other applicable provisions of the Companies Act,
2013 (the "Act”). After complying with the directions issued
by Hon''ble NCLT vide its order dated 15.04.2021 and the
Company has submitted the petition with Hon''ble NCLT
and which was admitted. NCLT is yet to pass Order for
which final hearing will be scheduled

Performance of Subsidiary:

Pursuant to the provisions of section 129(3) of the Act
read with rule 5 of Companies (Accounts) Rules, 2014, a
statement containing salient features of Financials of the
subsidiary in Form AOC-1 is annexed as (Annexure I).

The Company has adopted a Policy for determining
the criteria of material subsidiaries which is available on
Company''s website at www.capacite.in.

Joint Venture and Associate Company:

TCC Constructions Private Limited and TPL-CIL
Constructions LLP are project specific Associate entities
formed for execution of project awarded by MHADA for
redevelopment of BDD Chawls, Worli, Mumbai.

During the year Captech Technologies Private Limited
ceased to be associate Company

Consolidated Financial Statements:

In accordance with the provisions of Section 129(3) of
the Act as amended from time to time, the Consolidated
Financial Statements form part of this Annual Report and
will also be laid before the ensuing Annual General Meeting
of the Company. The Consolidated Financial Statements
have been prepared in accordance with the Indian
Accounting Standards (referred to as "Ind AS”) as notified
under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of the Companies Act,
2013 (as amended from time to time) and presentation
requirements of Division II of Schedule III to the Companies
Act, 2013, (Ind - AS compliant Schedule III), as applicable to
the Consolidated Financial Statements.

The Company will make available the said financial
statements and related information of the Subsidiary upon
written request by any member of the Company. These
financial statements are kept open for inspection by any
member at the Registered Office of the Company and the
Subsidiary Company and are also be available at website of
the Company www.capacite.in.

h) Credit Rating:

India Ratings and Research (Ind-Ra) has affirmed the
Company''s Long-Term Issuer Rating at ''Ind BB '' and has
placed it on Rating Watch with Negative Implications.

i) Particulars of Loans, Guarantees, Investments and / or
Securities:

The Company is in the business of providing infrastructural
facilities, and thus the provisions of Section 186 are not

applicable to the Company, except sub-section (1) of
Section 186 of the Act.

j) Fixed Deposits:

During the year under review, your Company has neither
accepted nor renewed any deposits from the public within
the meaning of Section 73 of the Act and the Companies
(Acceptance of Deposits) Rules, 2014.

k) Particulars of Contract/s or arrangement/s with
Related Parties:

All contracts/ arrangements / transactions entered into by
the Company during the financial year with related parties
were in the ordinary course of business, on arm''s length
basis and in compliance with the applicable provisions of
the Act and the Listing Regulations.

Related Party Transactions which are in the ordinary course
of business and on an arm''s length basis, of repetitive
nature and proposed to be entered during the financial
year were placed before the Audit Committee for prior
omnibus approval. A statement giving details of all Related
Party Transactions, as approved, are placed before the
Audit Committee for review. The Company has adopted a
framework for the purpose of identification and monitoring
of such Related Party Transactions.

Particulars of contracts / arrangements / transactions with
related parties as referred to in Section 188(1) of the Act for
the Financial Year 2022-23 are given in prescribed format
Form AOC - 2 as specified under the provisions of Section
134(3)(h) of the Act and Rule 8 of the Companies (Accounts)
Rules, 2014 which is annexed as (Annexure II).

Further members may refer to note no 40 of standalone
financial statement which set out related party transactions
as per the Ind AS.

The Company has adopted a Policy on Materiality of
Related Party Transactions and on dealing with Related
Party Transactions which is available on Company''s website
www.capacite.in.

l) Directors and Key Managerial Personnel (KMPs):

Directors:

The Nomination & Remuneration Committee has been
mandated to review, recommend appointment/s, terms
of appointment/ re-appointment of Director/s and KMPs
based on the Company policies, industry requirement and
business strategy.

Appointments / Re-Appointments:

In accordance with the provisions of Section 152 of the Act,
Mr.Siddharth Parekh, Non-Executive, Non-Independent
Director (DIN: 06945508), retires by rotation at the ensuing
AGM. Although being eligible, he has not offered himself
for re-appointment due to pre-occupation. Accordingly,
he would cease to hold office as Non-Executive, Non¬
Independent Director of the Company on expiry of his
term ending at the ensuing AGM scheduled to be held on
September 21, 2023

Further, on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
in its meeting held on May 26, 2023 had approved the
re-appointment of Mrs. Manjushree Nitin Ghodke (DIN:
07147784) as Independent Director for 2^nd term of 5 (Five)
years commencing from August 11, 2023 till August 10,
2028. She is not liable to retire by rotation.

On the recommendation of the Nomination and
Remuneration Committee, the Board of Directors in its
meeting held on August 11, 2023 had approved the re¬
appointment of, Mr. Subir Malhotra (DIN: 05190208) as
Executive Director of the Company w.e.f. November
01, 2023 to October 31, 2028, subject to approval of
Shareholders of the Company.

Details of Mr. Subir Malhotra required under Regulation
36(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (''Listing Regulations'') and Clause 1.2.5 of the
Secretarial Standard 2, are given in the Annexure to the
Notice of the 11^th Annual General Meeting.

Key Managerial Personnel:

On the recommendation of the Nomination and
Remuneration Committee, the Board of Directors in
its meeting held on August 11, 2023 had approved the
appointment of, Mr. Rajesh Das as Chief Financial Officer of
the Company w.e.f. August 12, 2023.

Further, on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
in its meeting held on August 11, 2023 had approved the
appointment of, Mr. Dinesh Ladwa as Company Secretary of
the Company w.e.f. August 11, 2023.

Statement regarding opinion of the Board with regard
to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed
during the year:

As per Rule 8 of Companies (Account) Amendment Rules,
2019 in opinion of Board of directors, all the above Individuals
appointed / reappointed / regularised as Independent
Director are persons of Integrity and possesses relevant
expertise and experience.

Further, as per Rule 6(4) of Companies (Appointment and
Qualification of Directors) Rules, 2014 every individual
whose name is so included in the data bank under sub¬
rule (1) shall pass an online proficiency self-assessment test
conducted by the institute within a period of Two years
from the date of inclusion of his/her name in the data bank,
failing which, his/her name shall stand removed from the
databank of the institute. All the Independent Directors
which are falling under the critieria have complied with the
proficiency test.

Declarations by Independent Directors and Senior
Management Personnel on compliance of code of
conduct:

The Company has received and taken on record the
declarations with respect to independence from all
Independent Directors of the Company in accordance with
Section 149(7) of the Act confirming their independence as
prescribed thereunder as well as Regulation 25(8) of the
Listing Regulations and also regarding compliance of the
Code for Independent Directors prescribed in Schedule IV
to the Act.

The Independent Directors of the Company have confirmed
that they have registered their names with the Institute of
Corporate Affairs for inclusion of their name in the data
bank for a period of one year, as per the provisions of Rule
6 of The Companies (Appointment and Qualifications of
Directors) Rules, 2014.

Also Senior Management Personnel including Executive
Directors have submitted their disclosures under Regulation
26(3) of the Listing Regulations affirming compliance with
the Code of Conduct for Directors and Senior Management
Personnel.

Familiarisation Programme:

In compliance with the requirements of the Listing
Regulations, the Company undertakes a familiarisation
programme for the Independent Directors to familiarise
them with their roles, rights and responsibilities as
Independent Directors, nature of the industry, the
operations of the Company, business model, risk
management etc. The details of the programme are
available on the Company website at www.capacite.in.

The Company issues a formal letter of appointment to the
Independent Directors outlining their role, functions, duties
and responsibilities, the format of which is available on the
Company''s website at www.capacite.in.

Key Managerial Personnel (KMPs):

In terms of Section 203 of the Act, the following are the Key
Managerial Personnel of the Company:

Mr. Rahul R. Katyal : Managing Director & Chief

Executive Officer

Mr. Rohit R. Katyal : Executive Director &

Chief Financial Officer
(Upto August 11, 2023)

Mr. Subir Malhotra : Executive Director

Ms. Varsha Malkani : Company Secretary

(up to May 15, 2023)

Mr Rajesh Das : Chief Financial Officer

(w.e.f. August 12, 2023)

Mr. Dinesh Ladwa : Company Secretary

(w.e.f August 11, 2023)

m) Disclosures Related to Board, Committees and Policies:

Board Meetings:

The Board of Directors met 6 (six) times during the financial
year under review. For details of the meetings of the Board,
please refer to the Corporate Governance Report which
forms part of this Board''s Report.

In terms of requirements of Schedule IV of the Act, a
separate meeting of Independent Directors was also held
on March 06, 2023 to review the performance of Non
Independent Directors (including the Chairperson), the
entire Board and its Committees thereof, quality, quantity
and timelines of the flow of information between the
Management and the Board.

Your Company complies with all applicable provisions
of Secretarial Standards issued by The Institute of
Company Secretaries of India and approved by the Central
Government under the Companies Act, 2013.

Audit Committee:

The composition of the Audit Committee is in conformity
with the provisions of the Section 177 of the Act, and Listing
Regulations.

The terms of reference of the Audit Committee and the
particulars of meetings held and attendance thereat are
mentioned in the Corporate Governance Report forming
part of this Report. Further all the recommendations made
by the Audit Committee were accepted by the Board
during the year.

Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration
Committee is in conformity with the provisions of the
Section 178 of the Act and Listing Regulations.

The terms of reference of the Nomination and
Remuneration Committee and the particulars of
meetings held and attendance thereat are mentioned in
the Corporate Governance Report forming part of this
Board''s Report.

The Company has Nomination and Remuneration policy,
which lays down a framework in relation to appointment
and remuneration of Directors, Key Managerial Personnel
and Senior Management of the Company. The policy
broadly lays down guiding principle for appointment or
removal of Directors, Key Managerial Personnel and Senior
Management and provides the criteria for determining
qualifications, positive attributes, independence of a
Director and policy relating to remuneration for Directors,
Key Managerial Personnel and formulation of criteria for
evaluation of performance of the Board, its Committees
and Directors. The above policy is available on the website
of the Company at www.capacite.in.

Stakeholders'' Relationship Committee:

The composition of the Stakeholders Relationship
Committee is in conformity with the provisions of the
Regulation 20 of the Listing Regulations.

The terms of reference of the Stakeholders'' Relationship
Committee and the particulars of meetings held and
attendance thereat are mentioned in the Corporate
Governance Report forming part of this Board''s Report.

Corporate Social Responsibility Committee:

In accordance with the provisions of Section 135 of the
Act read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors of the
Company has constituted Corporate Social Responsibility

(CSR) Committee. The Committee is entrusted with the
responsibility of:

• Formulating and recommending to the Board,
Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken,

• monitoring the implementation of the framework of
the CSR Policy, and

• recommending the CSR amount to be spend on the
CSR activities.

The Board in its meeting held on August 09, 2022, approved
CSR budget of H 111.80 lakhs for the financial year 2022¬
23. The Company had carried forward available balance of
H 148.53 lakhs which was utilised for meeting current year
CSR obligations and balance of H 36.73 Lakhs is available
for set off against CSR expenditures as permissible
under Section 135 (5) of Companies Act, 2013. Further
details of the Company''s CSR activities are specified in
(Annexure III). The CSR Policy is also placed on the website
of the Company at www.capacite.in

The particulars of meetings held and attendance there
at are mentioned in the Corporate Governance Report
forming part of this Board''s Report.

Directors'' Responsibility Statement:

Based on the framework of Internal Financial Controls and
compliance systems established and maintained by the
Company, the work performed by the Internal, Statutory,
Cost and Secretarial Auditors including Audit of Internal
Financial Controls over financial reporting by the Statutory
Auditors and the reviews performed by Management
and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company''s
Internal Financial Controls were adequate and effective
during the financial year 2022-23.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the
Act, the Board of Directors, to the best of their knowledge
and ability, in relation to the audited financial statements
of the Company for the year ended March 31, 2023
confirm that:

a. in the preparation of the accounts for financial year
ended March 31, 2023, the applicable accounting
standards had been followed and there are no
material departures;

b. they have selected such accounting policies and
applied 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 as at March 31, 2023 and of the profits of
the Company for that year;

c. they have taken proper and sufficient care to the best
of their knowledge and ability for the maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and
other irregularities;

d. the annual accounts of the Company have been
prepared on a ''going concern'' basis;

e. they have laid down Internal Financial Controls to be
followed by the Company and such Internal Financial
Controls are adequate and operating effectively;

f. they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Vigil Mechanism /Whistle Blower Policy:

The Company''s Board of Directors, pursuant to the
provisions of Section 177(9) of the Act read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules,
2014, and Regulation 22 of Listing Regulations has adopted
''Vigil Mechanism Policy'' for Directors and employees
of the Company. The policy is to provide a mechanism,
which ensures adequate safeguards to employees and
Directors from any victimisation on raising of concerns
of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any, financial statements
and reports, and so on. The employees of the Company
have the right/option to report their concern / grievance
to the Chairman of the Audit Committee. The Company is
committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. The Vigil
Mechanism Policy is available on the Company''s website at
www.capacite.in.

There were no such reports, information received by
the Chairman of the Audit Committee during the year
under review.

Risk Management :

The Board has constituted Risk Management Committee
and has adopted the Risk Management Policy and
Guidelines to assist the Board in identification, assessment
and management of various operational, strategic,
financial, external risks which may have negative impact
on the Company''s business. Risk identification, assessment

and management is a continuous process and is regularly
reviewed and updated based on the industry and
business requirements.

The composition of the Risk Managment Committee is in
conformity with the provisions of the Regulation 21 of the
Listing Regulations.

The terms of reference of the Risk Managment Committee
and the particulars of meetings held and attendance
thereat are mentioned in the Corporate Governance
Report forming part of this Board''s Report.

Annual Evaluation of Board Performance and Performance
of its Committees and of Directors:

Pursuant to the applicable provisions of the Act and the
Listing Regulations, the Board has carried out an Annual
Evaluation of its own performance, performance of all
the Directors and its Committees based on the evaluation
criteria as defined by Nomination and Remuneration
Committee (NRC).

The Board''s performance was evaluated on various
aspects, including inter-alia the Structure, meetings,
functions, degree of fulfilment of key responsibilities,
establishment and delegation of responsibilities to various
Committees, Effectiveness of Board Processes, information
and functioning.

The Committees of the Board were assessed on the degree
of adequacy of Committee composition, fulfilment of key
responsibilities, and effectiveness of the meetings. The
Directors were evaluated on aspects such as attendance,
contribution at Board/Committee Meetings based on
technical, financial expertise and industry requirements
and guidance/support to the Management with respect
to matters other than those discussed at Board/
Committee Meetings.

Also, the performance of Non-Independent Directors,
Board as a whole, individual peer review and the Chairman
were evaluated in a separate meeting of Independent
Directors was held on March 06, 2023. The Nomination &
Remuneration Committee & Board thereafter, in its meeting
held on May 26, 2023, evaluated the performance of all the
Directors for financial year 2022-23 on the basis of their
role and responsibilities, effective participation in the Board
and Committee meetings, expertise, skills and exercise of
independent judgment in major decisions of the Company.

n) Particulars of Employees:

The statement of disclosure of Remuneration under
Section 197 (12) of the Act read with the Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (''Rules'') is appended as Annexure IV
to this Report.

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

o) Internal Financial Controls and adequacy:

The Company''s Internal Financial Control framework
is commensurate with the size and the nature of its
operations. Company has designed and adopted policies
and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the
Company''s policies, compliance with applicable statutes,
regulations, the safeguarding disclosure of its assets, the
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the
timely preparation and of reliable financial information.

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

p) Reporting of Frauds:

There was no instance of fraud during the year under
review, which are required by the Statutory Auditors to
report to the Audit Committee and / or Board under
Section 143(12) of the Act and the rules made thereunder.

q) Auditors and Reports:

a) Statutory Audit:

The Shareholders of the Company at 9^th Annual
General Meeting had approved re-appointment of
M/s. S R B C & CO. LLP, Chartered Accountants (Firm
Registration No.: 324982E/E300003) as the Statutory
Auditors of the Company to hold office for 4 years
from the conclusion of the Ninth Annual General
Meeting till the conclusion of the Thirteenth Annual
General Meeting of the Company.

The Company has received a certificate from M/s. S R B
C & CO. LLP, Chartered Accountants, confirming their
eligibility and non disqualification from continuing as
Statutory Auditors of the Company.

The Auditors Report on Standalone and Consolidated
Financial Statements for the financial year ended
March 31, 2023, does not contain any qualification,
adverse remark or reservation and therefore, do not
call for any further explanation or comments from the
Board under Section 134(3) of the Act.

b) Secretarial Audit :

Pursuant to the provisions of Section 204 of the
Act and the rules made there under, the Company
had appointed M/s. Shreyans Jain & Co, Practising
Company Secretaries to undertake the Secretarial
Audit of the Company for the year ended March 31,
2023. The Secretarial Audit Report issued in this regard
is annexed as (Annexure V).

The Secretarial Audit Report for the financial year
ended March 31, 2023, does not contain any
qualification or reservation or adverse remark.

c) Internal Audit and Controls:

M/s. Mahajan & Aibara LLP, Chartered Accountants,
Internal Auditors of the Company have carried out
internal audit for the financial year ended March
31, 2023. The findings of the Internal Auditors are
discussed on the on-going basis in the meetings of
the Audit Committee and various steps have been
taken in due course to implement the suggestions of
the said Internal Auditors.

The Board at its meeting held on 11^th August, 2023, has
appointed M/s. S Dayma & Co., Chartered Accountants
as Internal Auditor of the company to carry the internal
audit for the Financial Year 2023-24.

d) Cost Records and Audit:

In terms of the provisions of Section 148 of the Act
read with the Companies (Cost Records and Audit)
Rules, 2014, as amended from time to time, the
Company has maintained proper cost records as
required under the Act and the Board of Directors, at
their Meeting held on May 26, 2023 appointed M/s.
Y. R. Doshi & Associates, Cost Accountants, as Cost
Auditor of the Company for conducting the Cost
Audit for the financial year 2023-24.

A Certificate from M/s. Y. R. Doshi & Associates, Cost
Accountants, has been received to the effect that their
appointment as Cost Auditor of the Company, if made,

would be in accordance with the limits specified under
Section 141 of the Act and Rules framed thereunder.

A resolution seeking Member''s ratification for the
remuneration payable to the Cost Auditor forms part
of the Notice of 11^th Annual General Meeting and
the same is recommended for your consideration
and ratification.

General Disclosures

General disclosures as per the provisions of Section
134 of the Act read with Companies (Accounts) Rules,
2014, are furnished as under:

Annual Return:

In accordance with Section 92(3) Annual Return as
referred in Section 134(3)(a) of the Act for the financial
year ended March 31, 2023 is available on the website
of the Company at www.capacite.in

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

The information as required under the provisions
of Section 134(3)(m) of the Act read with Rule 8 of
the Companies (Accounts) Rules, 2014, in respect
of conservation of energy, technology absorption,
foreign exchange earnings and outgo etc. are
furnished in (Annexure VI) which forms part of
this Report.

Corporate Governance

In compliance with the Regulation 34 read with
Schedule V of the Listing Regulations, a detailed report
on Corporate Governance is given as an Annexure
and forms an integral part of this Annual Report. A
Certificate from the M/s S R B C & Co. LLP, Chartered
Accountant confirming compliance of the conditions
of Corporate Governance as stipulated under the
SEBI Listing Regulations is appended to the Corporate
Governance Report. A Certificate of the CEO and CFO
of the Company in terms of Regulation 17(8) of the
Listing Regulations is also annexed.

Management Discussion and Analysis

Pursuant to Regulation 34 of the Listing Regulations,
a separate section on Management Discussion and
Analysis for the year ended March 31, 2023 forms an
integral part of this Annual Report.

Information under Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rule 8
of Companies (Accounts) Rules, 2018

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The objective of the policy
on Prevention, Prohibition and Redressal of Sexual Harassment at Work place is to prevent, provide protection against and
for redressal of complaints, if any, under sexual harassment and matters connected or incidental thereto of employees at
workplace.

The Company has always been committed to provide a safe and dignified work environment to all its employees irrespective
of gender which is free of discrimination, intimidation and abuse.

The Company has also constituted an Internal Complaints Committee to redress the complaints, if any, received regarding
sexual harrasment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Committee was re-constituted and approved by the Board in its meeting held on May 26, 2023.

The Committee comprises of:

Sr. No.	Name of Director	Designation	Position in the Committee
1.	Ms. Preeti Vora	General Manager - Accounts	Presiding Officer
2.	Mr. Rohit R. Katyal	Executive Director	Member
3.	Mr Chaudhary Rajani Kanta Dash	Assistant Vice President-HR	Chairperson
4.	Mr. Birendra Ray	Assistant Vice President - Public Relations & Corporate Communication Department	Member
5.	Adv Meghna Murudkar	Legal Consultant	Member

During the financial year, the Company has complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harrasment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There
was one complaint pertaining to sexual harassment reported to the ICC of the Company. The Company and/or Committee
resolved 1 (one) complaint during the financial year under review.

The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year; Nil

(b) Number of complaints received during the year: 1

(c) Number of complaints disposed off during the year: 1

(d) Number of cases pending at the end of the year: Nil

Disclosure under the Insolvency and Bankruptcy Code, 2016 Pursuant to Section 134 read with Rule 8 of Companies
(Accounts) Rules, the following matters are also required to be included:

Following are the details of applications filed under corporate insolvency proceedings, by operational creditors against
the Company:

Significant & Material Orders passed by Regulators or
Courts or Tribunals:

Sr. No.	Operational Creditor	Status & Authority
1.	Sai Infra Equipments Private Limited	Withdrawal Application will be filed by the Operational Creditor on satisfaction of the terms under the Settlement Agreement dated 08.10.2022
2.	RMD Kwikform India Private Limited	Sub-Judice with National Company Law Tribunal - Mumbai Bench for hearing on dismissal application of CIL
3.	Technocraft Industries (India) Limited	Matter is Settled with the Operational Creditor, It will be withdrawn by the party on next date
4.	Nina Percept Pvt. Ltd.	Sub-Judice with National Company Law Tribunal

Following are the details of applications filed under
corporate insolvency proceedings, by the Company
against corporate debtors:

There are no significant, material orders passed by
the Regulators or Courts or Tribunals which would
impact the going concern status of the Company
and its future operation. However, Members attention
is drawn to the Statement on Contingent Liabilities
and commitments in the Notes forming part of the
Financial Statement.

Disclosure under Section 197(14) of the Act:

There is no receipt of any remuneration or commission
from any of its Subsidiary Companies by the Managing
Director or the Whole-Time Director of the Company.

Business Responsibility And Sustainability Reporting
(BRSR)

Regulation 34 of SEBI (Listing Obligation and Disclsoure
Requirement) Regulation, 2015 as amended mandate
top 1000 listed entities based on market capitalization
to submit Business Respnsibility And Sustainablity
Reporting (BRSR) with effect from financial year 2022¬
23. In compliance with Regulation 34 (2) (f) of the
Listing Regulation, the Business Responsibility And
Sustainability Reporting (BRSR) of the company for the
financial year ended March 31, 2023 is attached to this
report as (Annexure - VII) to this Report.

Acknowledgements:

Your Directors would like to place on record their
sincere appreciation to Clients, business associates,
bankers, vendors, government agencies and
shareholders for their continued support.

Your Directors are also happy to place on record
their sincere appreciation to the co-operation,
commitment and contribution extended by all the
employees of the Capacit''e family and look forward to
enjoying their continued support and cooperation.

Rahul R. Katyal Rohit R. Katyal

Managing Director & Chief Executive Officer Executive Director & Chief Financial Officer

DIN: 00253046 DIN: 00252944

Date : August 11, 2023
Place : Mumbai

---

Mar 31, 2018

TO THE MEMBERS OF CAPACIT E INFRAPROJECTS LIMITED

The Directors have pleasure in presenting Sixth Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL PERFORMANCE SUMMARY

Financial Summary and performance highlights of the Company, for the financial year ended March 31, 2018 are as follows:

Standalone Basis:

(Rs. in Crore)

Particulars	Year Ended March 31, 2018	Year Ended March 31, 2017
Revenue from Operations	1,335.6	1,125.1
Other Income	24.4	15.1
Total Revenue	1,360.0	1,140.2
Profit Before Depreciation, Interest & Tax	227.7	212.1
Less: Depreciation	67.2	65.1
Less: Finance Cost / Interest	39.8	41.7
Profit before tax	120.7	105.3
Less: Provision for tax (including Deferred Tax)	42.0	36.2
Net Profit after Tax	78.7	69.1

Consolidated Basis:

(Rs. in Crore)

Particulars	Year Ended March 31, 2018	Year Ended March 31, 2017
Revenue from Operations	1,341.1	1,155.3
Other Income	24.1	10.5
Total Revenue	1,365.2	1,165.8
Profit Before Depreciation, Interest & Tax	227.8	214.7
Less: Depreciation	67.2	65.4
Less: Finance Cost / Interest	39.9	42.3
Profit before tax	120.7	107.0
Add: Profit from Joint Venture	0.8	(0.7)
Less: Provision for tax (including Deferred Tax)	42.0	36.8
Net Profit after Tax	79.5	69.5

Note: Previous year’s figures have been regrouped/ rearranged wherever considered necessary.

Review of Operations of the Company:

The Company continues to be engaged in the activities pertaining to construction of buildings specialising in Highrise and Super high-rise buildings. There was no change in nature of the business of the Company.

Standalone:

During the year ended March 31, 2018, the Company has achieved a total revenue of Rs. 1,360.0 Crore as compared to Rs. 1,140.2 Crore in the previous year, registering an increase of 19.3%. EBITDA for FY18 grew by 7.4% to Rs. 227.7 Crore as compared to Rs. 212.1 Crores in FY17. EBITDA margin stood at 16.7% for FY18. The Company has earned a Net Profit after Tax of Rs. 78.7 Crore as against Rs. 69.1 Crore in the previous year ended March 31, 2017 with an increase of 13.9% and cash profit of Rs. 160.9 Crores as against Rs. 134.7 Crore in the previous year with an increase of 19.5%.

Consolidated:

During the year ended March 31, 2018, the Company has achieved a consolidated Total Revenue of Rs. 1,365.2 Crore as compared to Rs. 1,165.8 Crore for the previous year ended March 31, 2017 registering an increase of 17.1%. The Company has earned a Net Profit after Tax of Rs. 79.5 Crore as against Rs. 69.5 crore in the previous year ended March 31, 2017.

Credit Rating:

During the year under review, India Ratings and Research (Ind-Ra) has upgraded the Company’s rating on the Long-Term Issuer Rating to ‘Ind A’ from ‘Ind A-’, while resolving the Rating Watch Positive (RWP).

Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

Initial Public Offering:

The Board of Directors are pleased to inform the Company’s Initial Public Offering (IPO) of 1,60,00,000 Equity Shares of face value of Rs. 10 (Rupees Ten only) by way of Book Building Process received an overwhelming response from the investors. The Issue opened on September 13, 2017 and closed on September 15, 2017. The allotment of 1,60,00,000 Equity Shares of Rs. 10 each for cash at a premium of Rs. 240 per share aggregating to Rs. 400 Crores under the said IPO was made on September 21, 2017. Subsequent to the completion of IPO, the paid up equity share capital of the Company increased from Rs. 51,89,14,970 to Rs. 67,89,14,970 divided into 6,78,91,497 Equity Shares of face value of Rs. 10 each.

The trading of Equity Shares of the Company commenced on National Stock Exchange of India Limited and BSE Limited on September 25, 2017. The response to the Company’s IPO reflects the trust, faith and confidence that the investors, our esteemed clients and business partners have reposed in your Company.

Utilisation of IPO Proceeds:

The proceeds realised by the Company from the Issue shall be utilised as per the Objects of the Issue. The proceeds of the issue are being utilised for Funding working capital requirements and purchase of capital assets and for general Corporate Purposes.

There has been no deviation in the utilisation of the IPO proceeds of the Company.

Share Capital:

During the year under review, the Company converted 10,07,366 number of Series A CCPS of face value of Rs. 20 each and 6,49,322 number of Series B CCPS of face value of Rs. 20 each into 115,96,816 Equity shares of face value of Rs. 10 each at a conversion ratio of 7 equity shares for every 1 CCPS held by the CCPS Shareholders.

The Company also issued and allotted 1,60,00,000 Equity shares of face value of Rs. 10 each at issue price of Rs. 250 each through Initial Public Offering (IPO).

The Paid up Capital of the Company as on March 31, 2018 was Rs. 67,89,14,970 divided into 6,78,91,497 Equity shares having face value of Rs. 10 each.

Dividend:

Your Board of Directors have recommended Dividend of Rs. 1.00 per Equity Share of Face Value of Rs. 10 each (10% of face value) for the financial year ended March 31, 2018, subject to approval of Shareholders in ensuing Annual General Meeting. The total dividend outflow, if approved, will be Rs. 6.78 Crore and Dividend Distribution Tax thereon will be to the extent of Rs. 1.42 Crore.

Transfer to Reserves:

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the amount has been carried forward to the Statement of Profit & Loss.

Consolidated Financial Statements:

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing Annual General Meeting of the Company. A statement containing the salient features of the financial statements of the Subsidiary Company is attached to the financial statements in Form AOC-1 as Annexure I. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India.

The Company will make available the said financial statements and related detailed information of the Subsidiary company upon the request by any member of the Company. These financial statements will also be kept open for inspection by any member at the Registered Office of the Company.

Particulars of Loans, Guarantees Investments and/ or Securities:

The Company is in the business of Building construction, and thus the provisions of Section 186 are not applicable to the Company, except sub-section 1. Particulars of transactions covered under Section 186 (1) are detailed in the Notes forming part of the Financial Statements for the year ended March 31, 2018.

Fixed Deposits:

The Company has not accepted any public deposits during the financial period under review.

Particulars of Contracts or Arrangements with Related Parties:

All related party transactions entered into by the Company during the financial year were in the ordinary course of business and on arm’s length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. During the financial year under review, none of the transactions entered into with related parties were material as defined under the Act and Listing Regulations.

All Related Party Transactions were placed before the Audit Committee for approval. Particulars of arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2017-2018 are given in prescribed Form AOC - 2 which is annexed as Annexure II.

The policy on Related Party Transactions as recommended by Audit Committee and as approved by the Board is uploaded on the Company’s website www.capacite.in.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES: Subsidiary Company:

CIPL PPSL Yongnam Joint Venture Constructions Private Limited continues to be Subsidiary of the Company as on March 31, 2018, as disclosed in the financial statements.

Capacit’e Engineering Private Limited ceased to be subsidiary of the Company as the Company divested its entire stake to Capacit’e Ventures Private Limited on April 1, 2017.

Further details pursuant to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) are mentioned in Annexure-I

Joint Venture and Associate Company:

During the year Company did not had any Associate Company. PPSL-Capacit’e JV continues to be a Joint Venture of the Company:

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: Directors - Appointments:

Mr. Siddharth D. Parekh and Mr. Sumeet S. Nindrajog were initially appointed as Nominee/ Investor Directors pursuant to Shareholders’ Agreement entered into by the Company with the Promoters, other shareholders, Series A CCPS investors and Series B CCPS Investors. Upon conversion of Series A and Series B CCPS into Equity during first quarter of FY2017-18 and upon listing of Company’s equity shares, on the recommendation of Nomination and Remuneration Committee (“NRC”) and in accordance with provisions of Section 161 and 152 of the Act 2013, they were appointed as Non- Executive Directors, subject to approval of the shareholders in this Annual General Meeting.

Attention of the Members is invited to the relevant items in the Notice of the AGM and the Explanatory Statement thereto.

- Retirement by Rotation:

Mr. Rohit R. Katyal, Executive Director, retires by rotation pursuant to provisions of Section 152 (6) of the Companies Act 2013 and the Articles of Association of the Company, and being eligible, has offered himself for re-appointment.

Attention of the Members is invited to the relevant items in the Notice of the AGM and the Explanatory Statement thereto.

- Independent Directors:

The term of Appointment of Mrs. Rupa Rajul Vora; Mr. Deepak Mitra & Mr. V M Kannimbele, as Independent Directors expired during the year. The Board of Directors places sincere gratitude towards their valuable guidance and co-operation during their tenure as Independent Directors.

Ms. Farah Nathani Menzies; Mr. Suryakant Balkrishna Mainak and Mr. Arun Vishnu Karambelkar were appointed during the Meetings of the Board of Directors held on November 9, 2017, March 29, 2018 and May 18, 2018, respectively, subject to approval of shareholders in this Annual General Meeting.

Attention of the Members is invited to the relevant items in the Notice of the AGM and the Explanatory Statement thereto.

Key Managerial Personnel (KMPs):

During the year under review, The following Executive Directors and other officials are disclosed as KMPs of the Company:

Mr. Rahul R.Katyal Managing Director Mr. Rohit R.Katyal Executive Director & Chief Financial Officer Mr. Subir Malhotra Executive Director Mr. Saroj Kumar Pati : Chief Executive Officer Ms. Sai Kedar Katkar : Company Secretary

Declarations by Independent Directors:

The Company has received and taken on record the declarations received from the Independent Directors of the Company in accordance with the Section 149(6) of the Companies Act, 2013 confirming their independence and Regulation 25 of the Listing Regulations.

Familiarisation Programme:

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their roles, rights and responsibilities as Independent Directors,the working of the Company, nature of the industry in which the Company operates, business model and so on. The same is also available on the Company website at www.capacite.in

DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:

Board Meetings:

The Board of Directors met Twelve (12) times during the financial year under review. The details of the Board meetings and the attendance of Directors thereat are provided in the Corporate Governance Report forming part of the Annual Report.

In terms of requirements of Schedule IV of the Act, a separate meeting of Independent Directors was also held on February 09, 2018 to review the performance of Non Independent Directors (including the Chairpersons), the entire Board and its Committees thereof, quality, quantity and timelines of the flow of information between the Management and the Board.

Audit Committee:

The composition of the Audit Committee is in conformity with the provisions of the Section 177 of the Companies Act, 2013 and Listing Regulations. The Audit Committee comprises:

Sr. No.	Name of Director	Designation	Position in the Committee
1.	Mr. Suryakant Balkrishna Mainak	Additional Director (Independent)	Chairperson
2.	Ms. Farah Nathani Menzies	Additional Director (Independent)	Member
3.	Mr. Sumeet S. Nindrajog	Non-Executive Director	Member

Consequent upon the expiration of term of Mrs. Rupa Rajul Vora (DIN: 01831916), Mr. Deepak Mitra (DIN: 00158786) and Mr. V M Kannimbele (DIN: 00122258) as an Independent Directors on the Board of the Company, the Audit Committee was re-constituted with effect from March 29,2018 by inducting Ms. Farah Nathani Menzies (06610782) as the Member and Mr. Suryakant Balkrishna Mainak (02531129) as the Chairman of the Audit Committee.

The terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee is in conformity with the provisions of the Section 178 of the Companies Act, 2013 and Listing Regulations. The Nomination and Remuneration Committee comprises of:

Sr. No.	Name of Director	Designation	Position in the Committee
1.	Mr. Suryakant Balkrishna Mainak	Additional Director (Independent)	Chairperson
2.	Ms. Farah Nathani Menzies	Additional Director (Independent)	Member
3.	Mr. Sumeet S. Nindrajog	Non-Executive Director	Member

Consequent upon the expiration of the term of Mrs. Rupa Rajul Vora, Mr. Deepak Mitra and Mr. V M Kannimbele as an Independent Directors on the Board of the Company, the Nomination and Remuneration Committee was re-constituted with effect from March 29, 2018 by inducting Mr. Suryakant Balkrishna Mainak as the Chairman and Ms. Farah Nathani Menzies as the Member of the Nomination and Remuneration Committee.

The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Company has Nomination and Remuneration policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is attached herewith as Annexure III.

Stakeholders’ Relationship Committee:

The Stakeholders’ Relationship Committee comprises Mr. Sumeet S. Nindrajog as Chairman and Mr. Rohit R. Katyal & Mr. Suryakant Balkrishna Mainak as Members of the Committee. The Company Secretary acts as Secretary of the said Committee. The terms of reference of the Stakeholders’ Relationship Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee. The Committee is entrusted with the responsibility of:

Formulating and recommending to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken, monitoring the implementation of the framework of the CSR Policy, and recommending the CSR amount to be spend on the CSR activities.

The details of the Company’s CSR activities are attached in Annexure IV. The CSR Policy is also placed on the website of the Company www.capacite.in

Consequent upon the appointment of Ms. Farah Nathani Menzies, as an Independent Director, the CSR Committee of the Company was re-constituted to be effective from November 09, 2017 and currently comprises of:

Sr. No.	Name of Director	Designation	Position in the Committee
1.	Mr. Rohit R. Katyal	Executive Director & Chief Financial Officer	Chairperson
2.	Mr. Sumeet S. Nindrajog	Non-Executive Director	Member
3.	Ms. Farah Nathani Menzies	Additional Director	Member

The particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

Director’s Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2018 and of the profit of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Vigil Mechanism Policy for the Directors and Employees

The Company’s Board of Directors, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, has adopted ‘Vigil Mechanism Policy’ for Directors and employees of the Company. The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is hosted on the Company’s website www.capacite.in

There were no such reports, information received by the Audit Committee during the year under review.

Risk Management Policy:

A detailed review of business risks and the Company’s plans to mitigate them is assessed and considered by the Company’s Board of Directors. The Board has adopted the Risk Management Policy and Guidelines to mitigate foreseeable risks, avoid events, situations or circumstances, which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Risk evaluation is an on-going and continuous process within the Company and it is regularly updated to the Board of the Company.

The Risk Management Committee comprises of:

Sr. No.	Name of Director	Designation	Position held in Committee
i)	Mr. Rohit R. Katyal	Executive Director & CFO	Chairman
ii)	Mr. Rahul R. Katyal	Managing Director	Member
iii)	Mr. Subir Malhotra	Executive Director	Member
iii)	Mr. Sumeet S. Nindrajog	Non-Executive Director	Member

Annual Evaluation of Directors, Committees and Board:

Pursuant to the captioned requirements, an annual evaluation had been carried out and the Board is pleased to report that the result thereof show that the Company is well-equipped in the management as well as the governance aspects.

In a separate meeting of Independent Directors held on February 9, 2018, performance of Non-independent Directors and performance of the Board as a whole was evaluated. The Independent Directors were satisfied with the overall functioning of the Board, its various committees and performance of other Non-Executive and Executive Directors.

Particulars of Employees:

Disclosure with respect to remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board’s Report (Annexure V).

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Rules are available at the Registered Office of the Company for inspection and shall be made available to any shareholder on request.

Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company’s business, its size, and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Auditors and Reports

Observations of Statutory Auditors on Accounts for the year ended March 31, 2018:

The Auditors Report for the financial year ended March 31, 2018 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Audit Report for the year ended March 31, 2018:

Secretarial Audit Report, pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, was obtained from M/s. Parmy Kamani & Co, Practicing Company Secretary in Form MR-3 for the financial year 2017-18.The said Report is attached and forms part to this report. (Annexure VI)

The Board of Directors based on review and recommendation of Audit Committee during their Meeting held on May 18,2018, appointed M/s. Shreyans Jain & Co., Practising Company Secretaries, as Secretarial Auditors to carry out secretarial audit and submit Reports for the financial year 2018-19.

Appointment of Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, S R B C & Co LLP., Chartered Accountants, (Firm Registration No.: 324982E/E300003) the Statutory Auditors of the Company, holds office up to the conclusion of the ensuing Annual General Meeting.

The Board has appointed S R B C & Co LLP., Chartered Accountants, (Firm Registration No324982E/E300003) as Statutory Auditors of the Company in 4^th Annual General Meeting on September 30,2016 for five (5) years to hold office from the conclusion of 4*¹ Annual General Meeting until the conclusion of 9^th Annual General Meeting of the Company subject to ratification of their appointment in every Annual General Meeting.

The Company has received the consent of S R B C & Co LLP., Chartered Accountants along with certificate under Section 139 of the Act to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are not disqualified to act as the Statutory Auditor of the Company.

Attention of the Members is invited to the relevant items in the Notice of the AGM and the Explanatory Statement thereto.

Internal Audit and Control:

M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants, Internal Auditors of the Company has carried out audit of financial transactions of the Company and inventory management for the financial year ended March 31,2018. The findings of the Internal Auditor are discussed on an on-going basis in the meetings of the Audit Committee and various steps have been taken to implement the suggestions of the said Internal Auditor.

The Board of Directors based on review and recommendation of Audit Committee during their Meeting held on May 18, 2018, appointed M/s. Mahajan & Aibara LLP, Chartered Accountants, as Internal Auditors to carry out internal audit and submit Reports for the financial year 2018-19.

Cost Audit:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated June 13, 2017, appointed M/s. Y. R. Doshi & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year ended March 31, 2018 to carry out the audit of cost accounts of the Company on such remuneration as may be approved by the Board of Directors.

The Cost Audit Report will be filed within the stipulated period of 180 days from the closure of the financial year.

Other Disclosures:

Other disclosures as per the provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

Extracts of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extracts of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure VII, which forms part of this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure VIII which forms part of this Report.

Report on Corporate Governance and Management Discussion and Analysis:

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013, and as stipulated under the Listing Regulations. A separate section titled ‘Corporate Governance Report’ under the Listing Regulations along with a certificate from the Statutory Auditors (Chartered Accountants) confirming the compliances and ‘Management Discussion and Analysis’ are annexed and form part of this Annual Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has always been committed to provide a safe and dignified work environment which is free of discrimination, intimidation and abuse. The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of complaints of any such harassment. The Company has also constituted an Internal Complaints Committee (ICC) to redress the complaints received under this policy. The Committee comprises of:

Sr. No.	Name of Member	Designation	Position held in Committee
i)	Mr. Prakash Panigrahi	President &	Presiding
	(up to May 16, 2018)	Head- HR	Officer
ii)	Mr. Rohit R. Katyal	Executive Director & CFO	Member
iii)	Ms. Sai Kedar Katkar	Company Secretary & Compliance Officer	Member
iv)	Mr. Vishal Phal	Legal Consultant	Member

During the financial year under review, Company conducted one awareness program for female employees of the Company and no complaints pertaining to sexual harassment were reported to the ICC of the Company. The Committee did not receive any complaint during the financial year under review.

Material changes & commitments affecting the financial position of the Company:

There are no material changes and commitments affecting the financial position of the Company subsequent to the close of the Financial Year 2018 till the date of this report.

Significant & Material Orders passed by Regulators or Courts or Tribunals:

There are no significant, material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and commitments in the Notes forming part of the Financial Statement.

Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

During the year under review, the Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished.

Disclosure under Section 54(1 )(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished.

Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished.

Disclosure under section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2015.

Acknowledgements and Appreciation:

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and cooperation extended by the valued business associates and the continuous patronage of the clients of the Company.

For and on behalf of the Board

Rahul R. Katyal Rohit R. Katyal

Managing Director Executive Director & Chief

DIN: 00253046 Financial Officer

DIN:00252944

Date: May 18, 2018

Place: Mumbai