Ceigall India Ltd

To

The Members

The Board of Directors of Ceigall India Limited ("Company") have the pleasure to present the Twenty Third (23rd) Annual Report on the business and operations of the Company along with the summary of consolidated and standalone financial statements for the year ended March 31, 2025,

The Standalone and Consolidated financial highlights of the Company for the year ended March 31, 2025 are summarized below:

(All amounts in Million INR unless otherwise stated)

During the year under review, revenue from operations was Rs. 33847.81 million as compared to Rs. 29547.48 million in theprevious year. The total comprehensive income after tax was Rs, 2710.33 million as compared to Rs. 2775.33 million in the previous year.

During the year under review, the consolidated Revenue from operations was Rs. 34367.32 million as compared Rs. 30,293,52 million in the previous year. The Total Comprehensive Income after tax was Rs. 2876.62 million as compared to Rs. 3049.09 million in the previous year.

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the Company has prepared its Consolidated Financial Statements. The Board of Directors of the Company, at its meeting held on May 08, 2025, had approved the Financial Statements for FY 2024-25 (Standalone and Consolidated). The Standalone and Consolidated Financial Statements together with the Auditors' Report forms part of this Annual Report.

As on March 31, 2025, the Company had 12 subsidiaries, pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements for the year ended March 31, 2025 of the Company's subsidiaries, Joint Ventures and Associates companies in the prescribed format AOC-1 is annexed as Annexure 1 In accordance with Section 136 of the Companies Act, 2013, the audited Financial Statements, including the Consolidated Financial Statements and the related information of the Company as well as the Audited Financial Statements of each of its subsidiaries, are available on the website: https://ceigall.com/financials- reports/

The details of Subsidiary Companies executing Hybrid Annuity Model (HAM) and details of Engineering, Procurement and Construction (EPC) are annexed as Annexure 2.

The Company is an infrastructure construction Company with extensive experience in executing specialized structural works, including elevated roads, flyovers, bridges, railway overbridges, tunnels, highways, expressways, railway metro projects, and runways. Over the past two decades, the Company has evolved from a small construction firm into a well-established EPC (Engineering, Procurement, and Construction) player, demonstrating significant expertise in the design and execution of diverse road and highway projects.

The Company's principal business operations are broadly classified into EPC projects and HAM (Hybrid Annuity Model) projects, which are spread across various states in India. During the year under review, the Company incurred capital expenditure towards the development of multiple HAM projects and for construction activities under mandates from the National Highways Authority of India (NHAI).

The Company has consistently paid dividends since 2022-23 with details as under:

However, the Board of Directors, at its meeting held on May 8, 2025, decided not to declare any dividend for the financial year 2024-25. The Company is currently awaiting the declaration of the appointed dates by the National Highways Authority of India (NHAI) for several of its awarded Hybrid Annuity Model (HAM) projects in FY 2025-26, which will serve as key triggers for project commencement and long-term revenue generation.

Retained earnings at this juncture aligns with the Company's vision to strengthen financial stability and enhance shareholder value over the long term. The retained funds will be optimally deployed to support execution capabilities, unlock growth potential, and ensure the seamless implementation of infrastructure assets. This prudent approach underscores the Company's commitment to sustainable value creation and operational excellence.

As on March 31,2025, the Board of Directors of the Company comprised six Directors, including the Managing Director, Whole-time Director, and Independent Directors. The Board is supported by Mr. Kapil Aggarwal, Chief Financial Officer, and Mrs. Megha Kainth, Company Secretary and Compliance Officer of the Company.

In terms of the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Ramneek Sehgal, Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

(a) Mrs. Megha Kainth was appointed as Company Secretary and Compliance Officer with effect from October 11, 2024.

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(b) Mr, Chitwon Wason was appointed as Whole- time Director with effect from February 4, 2025, Shareholders' approval for his appointment was obtained through a postal ballot Notice dated February 28, 2025,

Mr. Ramneek Sehgal was re-appointed as Managing Director for a term of three years effective July 13, 2024, Mr. Puneet Singh Narula was also re-appointed as Wholetime Director effective the same date. Shareholders' approval for both re-appointments was obtained at the Extraordinary General Meeting held on July 13, 2024.

(a) Mr. Utkarsh Gupta resigned from the position of Company Secretary and Compliance Officer with effect from October 10, 2024.

(b) Mr. Puneet Singh Narula resigned from the office of Whole-time Director with effect from March 15, 2025.

The Company has received necessary declarations from all the Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Your Board confirms that in its opinion the Independent Directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than payment of commission and sitting fees for the purpose of attending meetings of the Board and the Committees of the Company.

The Board of the Company is satisfied with the overall functioning of the Board and its Committees. The Non- Executive Directors and Independent Directors possess a strong understanding of the Company's business and its strategic requirements. The Committees are functioning effectively and, in addition to discharging their responsibilities as per their terms of reference mandated under applicable laws, they actively deliberate on significant matters brought before them.

The Board is also satisfied with the contributions made by the Directors in their individual capacities.

The Board has full confidence in the leadership of Mr. Ramneek Sehgal, Chairman, who ensures effective functioning of the Board and active participation from all Members. Overall, the Board demonstrates a high level of commitment and engagement, and continues to operate effectively with a clear focus on the Company's strategic objectives and the ability to provide valuable guidance to the management

A significant highlight during the year under review was the successful completion of the Company's Initial Public Offering (IPO), comprising 3,12,43,701 equity shares efface value 75/- each, including a fresh issue of 1,70,68,861 equity shares and an offer for sale of 1,41,74,840 equity shares by existing shareholders. The IPO aggregated to 712,526.63 million and was open for subscription from August 1, 2024, to August 5, 2024. The offering received an overwhelming response from investors and was oversubscribed.

The equity shares of the Company were listed on BSE Limited and the National Stock Exchange of India Limited on August 8, 2024. Following its listing, the Company secured a place among the Top 1000 listed companies, with its market capitalization ranking at 681 as per the data released by NSE and BSE as of December 31, 2024.

The Board meetings are convened regularly to review and determine the Company's business policies and strategies, alongside other key governance matters. It maintains robust operational oversight with quarterly meetings featuring comprehensive presentations. Board and Committee meetings are scheduled in advance and a tentative annual calendar is shared with Directors well ahead of time, enabling them to plan their schedules effectively and participate meaningfully in discussions. Only in case of special and urgent business matters, if the need arises, Board's or Committee's approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at shorter notice, in accordance with the applicable law. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision. During the year under review, thirteen (13) Meetings of the Board of Directors were held, and details thereof were provided in the Corporate Governance Report. The intervening gap between meetings were not more than 120 days as required under the Act and SEBI (LODR).

As required underthe Companies Actand theSEBI LODR, the Board of Directors of the Company has constituted

its committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Management Committee.

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for financial year ended March 31, 2025, 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 made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) they have taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis; and

(e) the Board had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws which are adequate and operating effectively.

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

As on March 31, 2024, the Authorized Share capital of the Company was f 100,00,00,000 (Rupees One Hundred Crores only) comprising 20,00,00,000 (Twenty Lakhs) Equity shares of face value of f 5/- each.

During the year under review, the Company increased its Authorized Share Capital from f 100,00,00,000/- to f 110,00,00,000/- for which Shareholders approval was sought by postal ballot Notice dated February 28, 2025.

Now, the Authorized Share capital of the company is f 110,00,00,000 (Rupees One Hundred Ten Crores Only) comprising 20,00,00,000 (Twenty Crores) Equity shares of face value of f 5/-(Five) and 1,00,00,000 (One Crore) Preference Shares off. 10/- (Ten) each.

As on March 31, 2024, the Paid-up share capital of the Company was f78,56,80,000 (Rupees Seventy- Eight Crores Fifty-Six lakhs and Eighty Thousand Only) comprising 15,71,36,000 (Fifteen Crores Seventy-One Lakhs and Thirty-Six Thousand) Equity shares of face value off 5/- (Five) each.

During the year under review, the Company has allotted 1,70,68,861 (One Crore Seventy Lakhs Sixty-Eight Thousand Eight Hundred Sixty-One) Equity Shares of face value of f 5/- (Five) to the public.

As on March 31, 2025, Paid-up equity share capital of the Company is f 87,10,24,305 (Rupees Eighty-Seven Crores Ten lakhs and Twenty-Four Thousand Three Hundred Five Only) comprising 17,42,04,861 (Seventeen Crores Forty-Two Lakhs Four Thousand Eight Hundred Sixty- One) Equity Shares of face value of f 5/- (Five) each.

No buyback of the Securities was made by the Company during the financial year under review.

During the year under review, no order has been passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future. Therefore, the provisions relating to the disclosure of details of material orders are notapplicable to the Company.

As on March 31, 2025, your Company's (Standalone) fund-based facilities availed stood at Rs 6,359.04 million and non-fund-based credit facilities availed stood at Rs 8,403.35 million.

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, Corporate Governance Report and Secretarial Auditor's Certificate regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

All the Board Members and Senior Management Personnel ofthe Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director forms part of the Corporate Governance report.

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of the SEBI (LODR) is presented in a separate Section forming part of this Annual Report.

A Business Responsibility and Sustainability Report as per Regulation 34 of SEBI (LODR), detailing the various initiatives taken by the Company on the environmental, social and governance forms part of this Annual Report.

Statements containing details pursuant to rule 5(1) and rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-3{i) & 3(ii).

The Company and its Subsidiaries at the financial year ended March 31, 2025, have received the following credit ratings:

After requisite approvals, M/s. B. D Bansal & Co., Chartered Accountants (ICAI Firm Registration No. 000621N) were appointed as the Statutory Auditors of the Company for a second term of five years at the 22nd Annual General Meeting (AGM) of the Company held on September 30, 2024, to hold office till the conclusion ofthe 27th AGM to be held for FY 2028-29.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements ofthe Company for the financial year ended March 31, 2025. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) ofthe Companies Act, 2013.

The Board of Directors of the Company had appointed M/s. Lai Ghai & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Reports submitted by M/s. Lai Ghai & Associates for FY 2024-25, do not contain

any observation or qualification and therefore do not call for any further explanation or comments from the Board. Copy of reports in Form MR-3 is annexed as Annexure-4.

The Secretarial Compliance Report for the financial year ended 31st March, 2025, submitted by M/s. Lai Ghai & Associates, does not contain any observations except for noting that there was a delay in providing prior intimation of a Board Meeting under Regulations 29(2) and 29(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, BSE Limited and the National Stock Exchange of India Limited imposed a penalty of Rs.20,000/- each on the Company for the said non-compliance.

Your directors wish to state that the lapse was inadvertent and not wilful, and necessary steps have been taken to ensure strict compliance with all applicable regulations in future.

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company had appointed M/s. Khushwinder Kumar & Associates, Cost Accountants, as Cost Auditors for the financial year 2024-25.

The Company has made and maintained cost records as specified by the Central Government under Section 148(1) of Companies Act, 2013 and such records have been audited by the Cost Auditor pursuant to Companies (Cost Records and Audit) Rules, 2014.

The Company has appointed M/s Grant Thornton Bharat LLP as Internal Auditors of the Company under Section 138 of the Companies Act, 2013 to conduct an internal audit of functions and activities of the Company for the FY 2024-25. The audit was conducted based on the verification of documents, evidence and required discussion with the respective personnel. The internal audit report was also presented before the Audit Committee of the Company every quarter.

Your Company has an adequate internal control mechanism and an Internal Audit System commensurate with its size and nature of business. The Company has in place adequate internal financial controls with reference to financial reporting and audit systems for maintaining the efficiency of operations and compliance of applicable laws and regulations.

The organization has well-structured policies and guidelines which are well-documented with predefined authorities. Regular and exhaustive internal audits are being conducted by experienced firms, appointed by the Board on recommendation of Audit Committee and in-house internal audit team headed by a qualified and experienced professional.

Details of the internal control system forms part of Management Discussion and Analysis Report.

The Annual Return pursuant to Section 92(3) of the Companies Act, 2013 ('Act") and Rules framed thereunder in Form MGT-7 for the FY 2024-25 is available on the website: https://ceigall.com/shareholder-information/.

The Company has devised proper systems to ensure compliance with the provisions of all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

The Company being an Infrastructure Company, the provisions of Section 186 of the Companies Act, 2013, except sub-section (1), are not applicable to the Company.

The details of investments made, loans granted and guarantees extended by the Company to its subsidiary and joint venture companies during FY 2024-25 forms part of the notes to the financial statements provided in this Annual Report.

The Company has adopted a related party transaction policy in compliance with the requirements of Regulation 23 of SEBI (LODR). The said policy is available on the weblink: https://ceigall.com/wp-content/

uploads/2025/06/1. Final-Policy-on-Re I a ted-Party- Transaction-08-05-2025.pdf

All related party transactions that were entered into during the financial year ended March 31, 2025, were on an arm's length basis and were in the ordinary course of business.

Further, during the year, your Company has not entered contracts or arrangements or transactions with the related parties which could be considered as 'material' in accordance with the Policy of the Company on the materiality of Related Party Transactions and as per the

SEBI (LODR). The details of the related party transactions in form AOC-2 is annexed as Annexure - 5.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed as "Annexure-6".

The Company has a well laid out Risk Management Policy (RMP) consistent with the size, complexity, risk profile and scope of operations of the company. RMP covers the process of identifying, assessing, mitigating, reporting and reviewing critical risks impacting the achievement of the Company's objectives.

The Company understands the inherent risks associated with every business and has placed sufficient systems and controls to manage them. As per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee (RMC). RMC has been formed with the responsibility of devising policy and strategy w.r.t risk management system. The Board of Directors is the highest governing body and is duly assisted by the Risk Management Committee. All risks identified by the Board are well managed and no risks threaten the existence of the Company.

The details of the Risk Management Committee meetings are provided in the Corporate Governance Report attached to this Report.

The Company neither holds nor has accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

Your Company is fully committed to and aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the recently overhauled Companies Act. The Company's vision is to pursue a corporate strategy that enables shareholder value enhancement and societal value creation in a mutually reinforcing and synergetic manner.

The Corporate Social Responsibility Policy of the Company is available on the weblink: https://ceigall.

com/wp-content/uploads/2025/01/5_CSR-Policy.pdf

The disclosure relating to CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed as Annexure-7.

The Company has adopted a Nomination Policy to identify persons who are qualified to become Directors on the Board of the Company and who may be appointed to senior management positions in accordance with the criteria laid down, and recommend their appointment and removal and also for the appointment of Key Managerial Personnel (KMP) of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development. The Nomination Policy of the Company is available on the weblink: https://ceigall.com/wp- content/uploads/2025/01/1 A Nomination-Policy.pdf

The Company regards its employees as the most valuable and strategic resource and seeks to ensure a high-performance work culture through a fair compensation structure, which is linked to Company and individual performance. The compensation, is therefore, based on the nature of the job, as well as the skill and knowledge required to perform the given job in order to achieve the Company's overall objectives. The Remuneration Policy of the Company is available on the weblink: https:// ceigall.com/wp-content/uploads/2025/01/1B_- Remuneration-Policy.pdf

The Board has, 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, framed "Whistle Blower Policy and Vigil Mechanism.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and 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 available on the weblink: https:// ceigall.com/wp-content/uploads/2025/01/ Whistle-Blower-Vigil-Mechanism-Policy.pdf

Pursuant to the provisions of Regulation 16(1) (c) of

the Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries, laying down the criteria for identifying material subsidiaries of the Company. The policy is available on the weblink: https://ceigall.com/wp-content/ uploads/2025/07/Policy-of-Material-Subsidiary.pdf

In terms of Regulation 43A of LODR Regulations, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The Policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividends to its shareholders. The Policy is available on the weblink https://ceigall.com/wp-content/ uploads/2025/01/Dividend-Distribution-policy.pdf

During the year, the Company raised funds through a public issue via Initial Public Offering (IPO) and was listed on the Stock Exchanges on August 8, 2024. In accordance with Regulation 16 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, read with Regulation 32 of the SEBI (LODR) Regulations, 2015, ICRA Limited was appointed as the Monitoring Agency to oversee the utilization of IPO proceeds.

The Monitoring Agency, ICRA Limited, submits its report on a quarterly basis, outlining any deviation(s) or variation(s), if any, in the utilization of the public issue proceeds. These reports are reviewed by the Audit Committee during its quarterly meetings and are thereafter submitted to the Stock Exchanges as per the applicable regulatory requirements.

The details of the proceeds of the fresh issue and utilization of funds raised mentioned in Monitoring Agency Report as on March 31, 2025 were as follows:

The utilization of funds raised through IPO has been mentioned here under:

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

‘prior to the receipt of IPO proceeds, EMI Amount of Rs. 1.58 million loans were paid by the company thereby reducing the outstanding balance of the loan to be repaid through IPO proceeds, hence the said amount of Rs. 1.58 million is utilized for general corporate purposes as per objects of issue. As a result, the amount utilized for general corporate purposes is Rs. 1392.77 million.

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 thereunder for prevention and redressal of complaints of sexual harassment at workplace. Furthermore, this policy extends to subsidiary companies.

Internal Complaints Committee (ICC) has also been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The summary of sexual harassment complaints received and disposed of during the year is as under:

During the year under review, the Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its officers or employees, to the Board of Directors under Section 143(12) of the Act.

Electronic copies of the Annual Report 2024-25 and the Notice of the Annual General Meeting are sent to all members whose email addresses are registered with the Company/ RTA. The hard copy of the Annual Report 2024-25 will be sent only to those shareholders who request the same.

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company during the year ended March 31, 2025.

Accordingly, the dividend for the years mentioned as follows will be transferred to the IEPF on the respective dates if the dividend remains unclaimed for seven years, and the corresponding shares will also be transferred to IEPF if dividend is unclaimed for seven consecutive years:

2023 Final 0.50 30.09.2024 05.11.2031

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Details of unpaid dividend is available on the weblink: https://ceigall.com/wp-content/uploads/2025/02/ Ceigall-lndia-Limited-UNPAID-DATA-OF-FIN-DIV-2023-24.pdf

There are no such proceedings or appeals pending and no application has been filed under the Insolvency and Bankruptcy Code, 2016 during the year under review.

During the year under review, there was no instance of any one-time settlement for reporting details vis-a-vis valuation with the Banks or Financial Institutions.

The Director would like to place on record its gratitude for valuable guidance and support received from the Central & State Govt, departments and agencies including NHAI, bankers, investors and wish to convey its appreciation to customers, dealers, vendors, suppliers and all other business associates for their continuing support during the year. The Directors would also like to express their appreciation of the commitment and dedication of employees for their significant contribution during the year.

The Directors appreciate and value the contribution made by every member of the company.