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Capacit'e Infraprojects Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 2552.50 Cr. P/BV 1.58 Book Value (Rs.) 190.76
52 Week High/Low (Rs.) 465/276 FV/ML 10/1 P/E(X) 12.60
Bookclosure 21/09/2023 EPS (Rs.) 23.94 Div Yield (%) 0.00
Year End :2025-03 

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


 
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