Dear Shareholders,

Your Directors are pleased to present the 48 th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2026 ("FY 2025-26/FY26").

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarised financial highlights is depicted below:

(D in Crores)

1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

2. During the period, the Company reviewed the classification for certain line items in the financial statements considering its relevance to its current operations. Accordingly, these line items in the financial statements for the presented periods have been reclassified to reflect the classification as at March 31, 2026. This reclassification did not have impact on the profit for the periods presented.

3. There has been no change in nature of business of your Company.

Performance Highlights

The key aspects of your Company's operational performance during the FY26 are as follows:

Standalone Revenue from operations for FY 2025-26 was I 9,983 crores as against I 9,246 crores in FY 2024-25), an increase of about 8% over the previous year.

Standalone Profit after Tax for the FY 2025-26 was I 594 crores compared to I 373 crores in FY 2024-25, an increase of about 59% over the previous year.

Consolidated Revenue from Operations, for FY 2025-26 was I 10,061 crores as against I 9,246 crores in FY 2024-25, an increase of about 9% over the previous year.

Consolidated Profit after Tax for the FY 2025-26 was I 598 crores compared to I 373 crores in FY 2024-25, an increase of about 60% over the previous year. Total value of new contracts secured during the FY 2025-26: over I 14,821 crores.

Major contracts secured during the FY 2025-26 having a value of I 200 crores and above were as under: Design, Procurement & Construction of RCC Box Metro tunnel in West Bengal.

Design and Construction of Underground Stations and Tunnel of Pune Metro, Maharashtra.

Execution of Civil and associated Works for Raw Water Intake System at Ganga River and UKD (Upper Khejuri Dam) at Mirzapur, Uttar Pradesh.

Four laning road project in Bihar.

Civil works for Mechanised Import System through BB-5 with Stockyard and IMWL Silo at Dhamra, Odisha.

80 MW Data Centre (NMI-03) at Ghansoli, Maharashtra.

Construction of Berth & Breakwater for JSW at Paradip, Odisha.

Civil Work for Container Terminal Berth (1200m x 54m) With Rock bund at Vizhinjam Phase II & III, Kerala.

Construction of Breakwater - Phase II & III at Vizhinjam Port, Kerala.

Jetty Construction Works, Abu Dhabi.

Development of Container Terminal at Mundra, Gujarat.

Various Infrastructure Project Works at Jaipur International Airport, Rajasthan.

Civil & Structure Site Adaptation work for Data Centre, Maharashtra.

Execution of Civil works and Erection of Prefab Steel Structures Korba Power Ltd., Chhattisgarh.

Structural, Civil and Finishing works in Project "KEVENTER ONE", West Bengal.

30 MW Data Centre (NMI-01) at Ghansoli, Maharashtra.

During the financial year, a number of contracts were completed including Design and construction of underground section including 3 underground stations at Siddhi Vinayak,Dadar and Shitaladevi Temple in Maharashtra.

Design and Construction of Underground Section from Central Station to Subhash Sarabar (Contract UG-2) in West Bengal.

Construction of Rubble Mound Breakwater (2426m incl.143m spur) in Kerala.

Engineering, Supply/Procure and Construction of Proposed Bulk Berth no. 4 at Dhamra, Odisha. Construction of IOC Captive POL/LPG Marine Jetty and Associated mechanical, electrical, fire fighting in Tamil Nadu.

Engineering, Supply/Procure and Construction of Proposed Facilities for Container Terminal including Marine and Allied Services at West Container Terminal in the Port of Colombo, Sri Lanka.

Development of Brahmaputra Riverfront in Assam.

Change in Promoters of the Company

During the FY 2025-26, your Company became a part of the Adani Group, as Italian-Thai Development Public Company Limited, the erstwhile Promoter of the Company, divested their entire shareholding in your Company by way of sale of 8,01,13,180 fully paid up equity shares of Re 1/- each of the Company, representing 46.64% of the Voting Share Capital, held by them to Renew Exim DMCC, a company belonging to Adani group (Renew/Acquirer).

Open Offer

Pursuant to the acquisition of 8,01,13,180 Shares of the Company by Renew, the Acquirer made an open offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, to acquire up to 4,46,64,772 fully paid up equity shares of Re. 1/- each (representing 26% of the voting share capital) at I 571.68 per share ("Open Offer"). Pursuant to the said Open Offer, the Acquirer further acquired 20.83% of the voting share capital, from the public shareholders of the Company. As disclosed in the Letter of Offer, Renew acquired control over the Company and became its Promoter with effect from May 28, 2025. With the change in the promoters, there has been a change of ownership and control of your Company.

Change in the name of the Company and Memorandum of Association and Articles of Association:

Pursuant to the approval of shareholders at their previous Annual General Meeting held on August 7, 2025, the name of the Company has been changed from "ITD Cementation India Limited" to "Cemindia Projects Limited" with effect from August 19, 2025 upon issuance of the Fresh Certificate of Incorporation by the Registrar of Companies. Consequential changes have also been made in the Company's Memorandum and Articles of Association. Further, in view of the change in the Company's name, the Company has adopted a new logo.

Credit Rating

Your Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Dividend & Reserves

Your Directors have recommended a dividend of I 3/- per Equity Share of on 17,17,87,584 equity shares of I 1/- each fully paid up for the financial year 2025-26.

The dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of tax at source. The dividend, if approved by the shareholders, would involve a cash outflow of I 51.54 crore.

Your Company has fixed Friday, June 12, 2026 as the 'Record Date' for determining entitlement of shareholders for payment of dividend for the financial year ended March 31, 2026, if approved at the AGM.

Dividend Distribution Policy

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company's website and link for the same is given in Annexure-A of this report.

Unclaimed Dividends

Details of outstanding and unclaimed dividends previously declared and paid by your Company are given under the Corporate Governance Report, which forms part of this Annual Report.

Transfer to Reserves

As permitted under the Act, the Board of Directors of your Company ("Board") does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY 2025-26, after all appropriations and adjustments, was I 1,590.58 crore.

Share Capital

During the year under review, there was no change in the authorised share capital and paid up equity share capital of your Company. The authorised share capital of the Company is I 75 Crore comprising of (a) equity share capital of I 30 Crore divided into 30,00,00,000 equity shares of I 1/- each and (b) redeemable preference share capital of I 45 Crore divided into 4,50,00,000 redeemable preference shares of I 10/- each.

The present issued and paid-up equity share capital of the Company is I 17.18 crore divided into 17,17,87,584 equity shares of I 1/- each fully paid up.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2025-26 or the previous financial year. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

The particulars of loans, guarantees and investments made during the year under review are given in the notes forming part of the financial statements.

During the year under review:

Your Company has invested, subscribed and acquired of upto 26% in share capital of Morsagar Bisalpur Water Limited, a newly incorporated company, at a consideration of I 26,000/- wherein the remaining

74% capital is held by Adani Enterprises Limited, a related party. This Company has been incorporated to execute a Project relating to Construction of Mor Sagar Artificial Reservoir and feeder from Bisalpur to Mor Sagar Artificial Reservoir, including all components, awarded to the JV by Rajasthan Water Grid Corporation Limited (formerly known as Eastern Rajasthan Canal Project Corporation Limited) as per Joint Venture Agreement.

Your Company has obtained membership of Adani Foundation by undertaking a guarantee obligation of I1,000/- in favour of Adani Foundation for carrying out its CSR activities.

Subsidiaries, Joint operations and Associate Companies

A list of subsidiaries/associates/joint operations of your Company is provided as part of the notes to the consolidated financial statements.

During the year under review, one entity was formed as an Associate Company by the name of Morsagar Bisalpur Water Limited. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiaries, joint operations and associates, as required under Rule 5 of the Companies (Accounts) Rules, 2014, in Form AOC- 1, which forms part of the Consolidated Financial Statements, is provided in Annexure F of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company https://www.cemindia.co.in/ investors/subsidiary-company/.

Branch Offices of the Company

During the year under review:

A branch office in Abu Dhabi, UAE was established in the year 2024 which became operational in the year 2025.

Liberia Branch office of the Company which was registered in August, 2024 was de-registered in July 2025 without commencement of any business. Myanmar Branch Office which was registered in December, 2019 was deregistered in December, 2025.

Material Subsidiaries

Based on financial statements as on March 31, 2026, your Company has no material subsidiary. Hence no policy has been formulated for determination of material subsidiaries. Your Company has, however, one unlisted non-material subsidiary company, namely Ceminfra Construction Limited (formerly ITD Cementation Projects India Limited).

Directors and Key Managerial Personnel

As of March 31, 2026, your Company's Board had 5 (five) members comprising of 1 (one) Executive Director, 2 (two) Non-Executive Non-Independent Directors and 2 (two) Non-Executive Independent Directors including

1 (one) Woman Director. The details of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Mr. Pankaj Inderchand Jain, Non-Executive Independent Director on the Board of the Company, passed away on March 12, 2026. Consequently, he ceased to hold office as a Non-Executive Independent Director with effect from the said date. Accordingly, the strength of the Board was reduced to 5 (five) Directors with effect from March 12, 2026.

Thereafter, the Board appointed an Additional Director and Non-Executive Independent Director within the statutory timelines prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are provided below.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company's business for effective functioning. The key skills, expertise and core competencies of the members of Board are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Cessation/Change in Directorships

The following changes took place in the Directorships:

Appointments:

The Board, at its meeting held on April 29, 2026, pursuant to the recommendation of the Nomination and Remuneration Committee and subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM), has appointed Mr. Abizer Shabbir Diwanji (DIN 02540442) as an Additional Director to hold office up to the date of the ensuing AGM and as a Non-Executive Independent Director for a first term of three consecutive years with effect from April 29, 2026 to April 28, 2029 (both days inclusive),not liable to retire by rotation. During the FY 2025-26, the following appointments on the Board of the Company were approved by the shareholders of the Company, at their AGM held on August 7, 2025:

1. Dr. Malay Mahadevia (DIN 00064110) was appointed as the Non-Executive Non-Independent Director with effect from May 28, 2025, liable to retire by rotation.

2. Mr. KS Rao (DIN 00022533) was appointed as the Non-Executive Non-Independent Director by the Board with effect from May 28, 2025, liable to retire by rotation.

3. Mr. Manoj Kumar Kohli (DIN 00162071) was appointed astheNon-ExecutiveIndependentDirectorforaperiod of 3 (three) consecutive years from June 20, 2025 to June 19, 2028 (both days inclusive), not liable to retire by rotation.

4. Mrs. Sangeeta Bhatia (DIN 06889475) was appointed as the Non-Executive Independent Director for a period of 3 (three) consecutive years from June 20, 2025 to June 19, 2028 (both days inclusive), not liable to retire by rotation.

Re-appointment of Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with Rules framed thereunder and Articles of Association of your Company, Dr. Malay Mahadevia (DIN: 00064110), Director, is liable to retire by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Dr. Malay Mahadevia as a Director for your approval.

Resignation:

During the year under review, pursuant to the sale and transfer by Italian-Thai Development Public Company Limited, erstwhile Promoter of the Company, of its entire shareholding held in the Company, to Renew Exim DMCC as aforesaid, and the consequent change in ownership and control of the Company, the following Directors have tendered their resignations from the Board of the Company, and they have cited no other material reasons for their resignations other than those mentioned in their respective resignation letters: Mr. Piyachai Karnasuta (DIN 07247974) resigned as Non-Executive Chairman with effect from May 29, 2025.

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

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

Ms. Jana Chatra (DIN 07149281) resigned as Independent Director of the Company with effect from June 20, 2025.

Cessation:

As mentioned above, Mr. Pankaj Inderchand Jain (DIN 00173513), Non-Executive Independent Director of the Company passed away on March 12, 2026. He was appointed as a Non-Executive Independent Director on the Board of Directors of the Company with effect from October 31, 2018 and subsequently reappointed for a second term of 5 (five) years with effect from October 31, 2023. During his tenure, the Company had immensely benefitted from his vision, guidance and active participation in Board and Committee Meetings.

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

The disclosures made in this regard are available at https:// www.cemindia.co.in/about-us/board-of-directors-and-committees-of-directors/ Details of Directors seeking appointment /re-appointment of Directors as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of the ensuing AGM.

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

Mr. Manoj Kumar Kohli (DIN 00162071) has been appointed as the Non-Executive Independent Director for a period of 3 (three) consecutive years from June 20, 2025 to June 19, 2028 (both days inclusive), not liable to retire by rotation.

The Board is of the opinion that Mr. Kohli possesses rich and wide experience and proficiency in various industries and also in compliance with Section 150(1) of the Companies Act, 2013. Earlier he was the Executive Chairman of SB Energy from 2015 and achieved over 7GW of renewable energy - solar, wind and hybrid - capacity in India and US.

Previously he was Managing Director and CEO, Bharti Airtel, for operations in 20 countries in Asia and Africa till 2015. He led the creation of the unique business model, an admired brand, high performance culture and the operations to scale from 2m to over 400m customers (now 550m) to be the third largest telco in the world. He led formation of Airtel TV leader in DTH service and Indus the largest tower company in the world for achieving major infrastructural synergies.

He started his career in HR in 1979 with the DCM Shriram and held business leadership positions in the Foods, Chemicals, Refrigeration and Honda JV etc. After 16 years in the manufacturing sector, he led a mobile startup Escotel to achieve market leadership in 3 important markets in India.

He was the Board Member of GSMA in 2008 and 2012 and the Chairman, CII Task Force on Ease of Doing Business, Chair of CII Unicorn Forum for attracting new tech investments in India and now member of National Start-up Advisory Council of the Union Government of India.

Over all, his 47 years of work experience is divided between the manufacturing, telecom, renewable energy and digital technology sectors. He has worked in US, Europe, China, Japan and build business in over 30 countries in Asia Pacific and Africa.

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

The Board is of the opinion that Mrs. Bhatia possesses rich and wide experience and proficiency in finance and also in compliance with Section 150(1) of the Companies Act, 2013. With over 36 years of dedicated service in the Finance and Accounts department at NTPC Ltd, a premier enterprise of the Government of India and a leading utility in the Indian power sector, Mrs. Bhatia has played a pivotal role in its exceptional growth from a 200 MW company to a formidable integrated power giant.

Mrs. Bhatia brings a wealth of experience in resource mobilisation, adeptly handling both equity and debt from domestic and international markets to finance power projects, including renewable energy ventures. She has successfully raised over USD 3 billion through loans, export credits, and Eurobonds. Her vast expertise includes over a decade of managing high value treasury transactions.

A key participant in NTPC's transformative journey, Mrs. Bhatia supported the implementation of ERP systems across more than 100 locations both within India and internationally. She possesses extensive experience in developing and instituting a robust

Corporate Governance Framework and established a think tank to address business risks and develop an enterprise-wide risk mitigation framework.

Mr. Abizer Shabbir Diwanji (DIN 02540442) has been appointed as an Additional Director to hold office up to the date of the ensuing AGM and as a Non-Executive Independent Director for a first term of three consecutive years from April 29, 2026 to April 28, 2029 (both days inclusive), not liable to retire by rotation.

Mr. Abizer Diwanji is a rank holder Chartered Accountant. He is the Founder of NeoStrat Advisors LLP, a firm focused on strategic advisory, board engagements and learning initiatives. Prior to founding NeoStrat, he has been the head of financial services across KPMG & EY for 30 years. Leveraging on the liquidations of Lehman Brothers and MF Global which he did in 2008, Mr. Diwanji started the Restructuring business at EY in 2015. Mr Diwanji has been part of RBI/SEBI and MCA appointed committees on various policy related issues. During his professional journey, he was the COO of SBUT (a social cause real estate redevelopment project) with a focus on tenant management, operations, and government approvals. On the academic front, he has taught the Investment Banking Course at SP Jain Management Institute and was the Course Director for the PGIP course conducted by the Indian Institute of Corporate Affairs, Manesar. He is also a visiting faculty at IIM Ahmedabad, NLU Delhi and SIMSREE. The Board is of the opinion that Mr. Diwanji possesses rich and wide experience and proficiency in the finance and Merger and Acquisitions. Mr. Diwanji has been an investment banker for the last 20 years having done deals in tech, financial services and pharma. Mr. Diwanji also managed the orderly winding down of Companies and set up the restructuring business for EY in India. His assignments included restructurings of SP Group and HCC relevant to the construction sector amongst others and also in compliance with Section 150(1) of the Companies Act, 2013.

Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel

As on the date of this report, following are the Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act: Mr. Jayanta Basu, Managing Director Mr. Nitesh Sharma, Chief Financial Officer (with effect from June 16, 2025) Mr. Rahul Neogi, Company Secretary

Committees of Board

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. Additionally, the Board has formed other governance committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2026, the Board has, in place, the following committees:

Statutory Committees:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee Risk Management Committee Corporate Social Responsibility Committee

Governance Committees:

Corporate Responsibility Committee

Information Technology & Data Security Committee Legal, Regulatory & Tax Committee Share Transfer Committee Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Number of meetings of the Board

The Board met 12 (twelve) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Board Evaluation

A detailed Board effectiveness assessment questionnaire was circulated to all the Directors of the Company to elicit response relating to composition of the Board, its competencies and experience in providing guidance the Management, frequency of Meetings of the Board and Committees thereof, the level/quality of responsiveness of the management to the decisions taken/directions provided by the Board, etc.

The results of the evaluation confirmed high level of commitment and engagement of the Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors' meeting held on February 4, 2026, and also at the NRC meeting and Board meetings held on February 4, 2026 and February 5, 2026 respectively. The suggestions were considered by the Board to optimise the effectiveness and functioning of the Board and its committees.

Independent Directors' Meetings

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Independent Directors met two times during the year, viz. on October 30, 2025, and February 4, 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the Company, Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company and also assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company's business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. Additionally, the Directors also participate in various programmes / meetings where subject matter experts apprise the Directors on key global trades. The details of such programs are provided in the Corporate Governance Report, which forms part of this Annual Report.

Pecuniary Relationship of Non-Executive Directors

During the financial year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than being in receipt of sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of Board of the Company.

Policy on Directors' appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors' appointment and remuneration and other matters ("Nomination and Remuneration Policy") which is available on the website of your Company and link for the same is given in Annexure-A of this report and relevant extracts of the said Policy covering, inter-alia, directors' appointments are given in Annexure G of this Report.

The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration Committee (NRC) for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Board Diversity

Your Company recognises and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company's website and link for the same is given in Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The NRC implements this mechanism in concurrence with the Board.

Audit Committee

As required under Section 177(8) of the Act, the details pertaining to the composition, terms of reference and number of meetings of the Audit Committee are included in the Report on Corporate Governance, which forms part of this Report.

During the year under review, there was no instances wherein the Board had not accepted any recommendation of the Audit Committee.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that: a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures. b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period; c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d. the annual financial statements have been prepared on a going concern basis; e. they have laid down internal financial controls to be followed by your Company and that 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 are adequate and operating effectively.

Internal Financial Controls and Their Adequacy

The Company has an internal control system commensurate with the size, scale and complexity of its operations. In order to enhance controls and governance standards, the Company has adopted Standard Operating Procedures, which ensure that robust internal financial controls exist in relation to operations, financial reporting and compliance for orderly and efficient conduct of its business, including adherence to Company's Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. In addition, the Company strives to remain vigilant on the evolving cyber security threat to the Company's IT Systems. Further, Internal Audit monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations. Periodical reports on the controls in the place and suggested corrective action, wherever required, are also presented to the Audit Committee.

During the financial year under report, the internal controls were tested and found effective, as a part of the Management's control testing initiative. Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors is of the opinion that the Company's Internal Financial Controls were adequate and operating effectively for the financial year ended March 31, 2026.

Risk Management

The Board of Directors of the Company has constituted Risk Management Committee (RMC) to implement and monitor the risk management plan for the Company. The details pertaining to the composition, terms of reference and number of the meetings held of the RMC are included in the Report on Corporate Governance, which forms part of this Report. The Company has a well-documented and robust risk management framework in place. Under this framework, risks are identified across all business processes of the Company on a continuous basis. These risks are further broken down into various sub-categories of risks and monitored by respective divisional/ functional heads.

The Company has adopted a risk management policy and has in place a mechanism to inform the Audit / Board Members about risk assessment and minimisation procedures and its periodical review. The Committee undertakes periodical review of the said Policy to make it more effective and relevant to the growing business needs of the Company and also to ensure that appropriate processes and systems are in place to evaluate risks associated with the business of the Company.

During the year under review, there was no instances wherein the Board had not accepted any recommendation of the RMC.

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

Compliance Management Mechanism

Your Company has in place a Statutory Compliance Mechanism providing guidance on broad categories of applicable laws and process for monitoring compliance. The Audit Committee and the Board periodically monitor the status of compliances with applicable laws.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure – A to this report.

Corporate Social Responsibility (CSR)

A detailed report on the Company's CSR initiatives, details of the CSR Committee, terms of reference, meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company and the link for the same is given in Annexure-A of this report. The Annual Report on CSR activities is annexed as Annexure E and forms part of this report.

The Chief Financial Officer of your Company has certified that CSR spending of your Company for FY 2025-26 has been utilised for the purpose and in the manner approved by the Board of your Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Annual Report.

Corporate Governance Report

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Ethical Conduct for Directors and Senior Management Personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company and the link for the same is given in Annexure - A of this report.

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY 2025-26 describing the initiatives taken by your Company from an Environment, Social and Governance (ESG) perspective, forms part of this Annual Report. In addition to BRSR, the Annual Report of your Company provides an insight into various ESG initiatives adopted by your Company. The ESG disclosures are in compliance with BRSR core and have been independently assured by Carbon Check (India) Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft Annual Return as on March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the link https://www.cemindia.co.in/investors/financial/ annual-returns/

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and the Company's Policy on Related Party Transactions.

The Audit Committee comprises of Non-Executive Directors of your Company with majority being the Independent Directors. There has been no transaction undertaken during the year for which the members of the Audit Committee would have had to abstain from discussing and voting in the transaction(s) in which they were interested.

During FY 2025-26, your Company has not entered into any contracts, arrangements or transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY 2025-26 and hence does not form part of this report.

During FY 2025-26, the materially significant Related Party Transactions pursuant to the provisions of Regulation 23 of SEBI Listing Regulations were duly approved by the shareholders of your Company at the 47 th AGM held on August 7, 2025.

The aforesaid related party transactions entered during the year under review, were not prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company's website and can be accessed using the link given in Annexure - A of this report.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors' Report

Pursuant to Section 139 and other applicable provisions of the Act read with rules made thereunder, as amended, M/s. Price Waterhouse Chartered Accountants LLP, (Firm Registration No. 012754 N/N500016) were appointed as the Statutory Auditors of the Company, to hold office with effect from November 05, 2025 till the conclusion of the ensuing Annual General Meeting of the Company (i.e. 48 th AGM) to be held in the year 2026, to fill the casual vacancy caused by the resignation of M/s. T R Chadha & Co. LLP (Firm Registration No. 006711N/N500028).

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditor's Report are self-explanatory. The Auditor's Report is enclosed with the financial statements forming part of this Annual Report.

The Board, at its meeting held on April 29, 2026, based on the recommendation of the Audit Committee, have considered, approved and recommended to the shareholders for their approval, the appointment of Price Waterhouse Chartered Accountants LLP, (Firm Registration No. 012754 N/N500016) as the Statutory Auditors of the Company for the first term of five years from the conclusion of the ensuing 48 th AGM to be held in the year 2026 till the conclusion of 53 rd AGM of your Company to be held in the year 2031, subject to the approval of the shareholders of the Company. The Statutory Auditors have confirmed their independent status and eligibility for the said appointment.

Secretarial Auditors and Secretarial Auditors Report

Pursuant to Section 204 of the Act read with the Rules made thereunder and Regulation 24A of SEBI Listing Regulations, M/s. Parikh & Associates, Practicing Company Secretaries (Firm Registration Number P1988MH009800) have been appointed as Secretarial Auditors of the Company to hold office for a term of 5 (five) consecutive years commencing from financial year 2025-26 till financial year 2029-30, to undertake Secretarial Audit of the Company. They have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

The Secretarial Audit Report issued by M/s. Parikh & Associates for the year 2025-26 is attached herewith and marked as Annexure B to this Report.

The said Secretarial Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Cost Auditors

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to prepare and maintain cost records and also have the same audited by a Cost Accountant. The Cost Audit Report and the Compliance Report of the Company for the year ended March 31, 2025 were filed with the Ministry of Corporate Affairs by Mr. Suresh D. Shenoy, Cost Accountant, before the due date as prescribed under the Companies (Cost Records and Audit) Rules, 2014, as amended. Further, the cost accounts and records as required to be maintained under Section 148 of the Act, are duly made and maintained by the Company.

The Cost Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Board, based on the recommendation of the Audit Committee, has re-appointed Mr. Suresh D. Shenoy, Cost Accountant (Membership No. 8318), as Cost Auditors of the Company for conducting cost audit for the year 2026-27.

The Company has received consent from Mr. Suresh D. Shenoy, Cost Accountant for his re-appointment. He has also provided confirmation that he is free from any disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act. He has further confirmed his independent status and an arm's length relationship with the Company.

The consent of the members is being sought at the ensuing AGM for ratification of the remuneration payable to the Cost Auditor for the financial year 2026-27.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 3,187 permanent employees on the rolls of the Company as of March 31, 2026.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees' remuneration are provided in Annexure - C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committee (ICC) to consider and resolve the complaints related to sexual harassment. The ICC includes external member with relevant experience. The ICC, conduct the investigations and make decisions. Your Company has zero tolerance on sexual harassment at the workplace.

During the year under review, your Company has not received any complaint pertaining to sexual harassment and the same forms part of Corporate Governance Report. All new employees go through a personal orientation on POSH Policy adopted by your Company.

Compliance with Maternity Benefits Act, 1961

During the year under review, your Company has complied with the provisions of the Maternity Benefits Act, 1961.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in conformity with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company and link for the same is given in Annexure - A of this report.

During the year under review, your Company has not received any complaint under the vigil mechanism.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure - D of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced inline with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents or breaches or loss of data breach in Cyber Security.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("PIT Code") to regulate, monitor and report trading in your Company's shares by your Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in your Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The PIT Code covers your Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI Further, it also includes code for practices and procedures for fair disclosure of UPSI which has been made available on your Company's website and link for the same is given in Annexure - A of this report.

The employees undergo mandatory training on this Code to sensitise themselves and strengthen their awareness.

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

The Company has an established Integrated Management System comprising Quality Management System (QMS) conforming to ISO 9001:2015, Environmental Management System (EMS) conforming to ISO 14001:2015 and Occupational Health and Safety Management System conforming to ISO 45001:2018 at all offices, depots and project sites (India and overseas). During the financial year, Surveillance audit of the Company's Management System by TUV-NORD has been conducted along with extension audit at Abu Dhabi office & Marine Project site. Company's IMS Policy has been reviewed and revised effective September 25, 2025.

The Company is amongst the few construction companies who have established an Integrated Management System (IMS). The system is effectively implemented and maintained to ensure customer satisfaction, continual improvement and compliance to the applicable legal and other non-regulatory requirements as per the Standards.

Depository System

The shares of the Company are mandatorily traded in electronic form. The Company has entered into Agreements with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Financial Year

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

Industrial Relations

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

General Disclosures

The Managing Director of your Company did not receive any remuneration or commission from its subsidiary Company.

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (Including sweat equity shares) to employees of your Company under any scheme.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company's operation in future.

4. No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.

5. No one-time settlement of loan was obtained from the Banks or Financial Institutions.

6. No revisions were made in the financial statements and Directors' Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels to ensure that your Company continues to grow and excel.