Dear Members,

Ashoka Buildcon Limited

Your Directors have pleasure in presenting the 31^st Annual Report ("the Report" / "this Report") along with audited financial statements of your Company, for financial year ended March 31, 2024.

Financial Results

The financial statements of the Company are in accordance with Section 133 of the Companies Act, 2013 (the ‘Act') read with the Companies (Accounts) Rules, 2014, and amendments thereof. The standalone as well as the consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS). The consolidated and standalone financial highlights of the Company for financial year ended March 31, 2024, are summarised as follows.

(Rs. in Lakh except EPS)

* For Consolidated financials only.

P.S. - The figures of the previous year have been regrouped wherever required.

Performance of the Company during FY 2023-24 Projects update:

During the year under review, the Company has won Road Projects on EPC basis worth Rs.1,003.92 Crore, Power Project worth Rs.2,930.72 Crore aggregating worth Rs.3,934.64 Crore as detailed below.

> The following Subsidiaries of the Company have received Commercial Operations Date for the Projects as mentioned below.

• Ashoka Mallasandra Karadi Road Private Limited w.e.f. October 18, 2023, for its Hybrid Annuity Mode (HAM) Project of National Highways Authority of India ("NHAI") Project viz. Construction of Four Laning of Tumkur - Shivamogga section from 12+310 (Design km 12+300) to km 66+540 (Design km 65+195) from Mallasandra to Karadi Village of NH- 206 on Hybrid Annuity Mode, under NHDP phase-IV in the state of Karnataka (Package I)

• Ashoka Karadi Banwara Road Private Limited w.e.f. September 08, 2023 for HAM Project of National Highways Authority of India ("NHAI") viz. "Four Laning of Tumkur Shivamogga section from 66+540 (Design km 65+195) (Karadi) to km. 119+790 (Design km. 121+900) (Banwara) of NH 206 on Hybrid Annuity Mode under NHDP Phase IV in the state of Karnataka (Package II)";

• Ashoka Banwara Bettadahalli Road Private Limited w.e.f. October 17, 2023 for HAM Project viz. "Four Laning of Tumkur Shivamogga section from 121+900 (Banwara) to km. 170+415 (Bettadahalli) of NH 206 on Hybrid Annuity Mode under Package III in the state of Karnataka".

• Ashoka Belgaum Khanapur Road Private Limited w.e.f. January 13, 2023 for HAM Project of National Highways Authority of India ("NHAI") viz. ‘Six Laning of Belgaum - Khanapur Section of NH- 4 A from km. 00.000 to km. 30.800 in the State of Karnataka under NHDP Phase-IV on Hybrid Annuity Mode.

• Ashoka Kandi Ramsanpalle Road Private Limited, w.e.f. October 31, 2023, for its Hybrid Annuity Mode (HAM) Project of National Highways Authority of India ("NHAI") Project viz. "designing, engineering, building, financing, procurement, construction, development, commissioning, operation, maintenance, of the Project viz. Four laning of NH- 161 from Kandi (Design Km 0.000) (Km 498.250 of

NH-65) to Ramsanpalle (Design Km 39.980/Existing Km 44.757) (Design Length = 39.980 Km) in the State of Telangana under Bharatmala Pariyojna on Hybrid Annuity Mode

> Ashoka Ankleshwar Manubar Expressway Private Limited, a Subsidiary of the Company has received a completion certificate w.e.f. April 02, 2024 for Eight Lane Vadodara Kim Expressway from Km 279.00 to Km 292.00 (Ankleshwar to Manubar Section of Vadodara Mumbai Expressway) in the State of Gujarat under NHDP Phase - VI on Hybrid Annuity Mode.

> Abhijeet Ashoka Infrastructure Private Limited, an Associate Company, (SPV) implementing the Project viz. ‘Construction of Bridge & its approaches across Wainganga River in Km. 491/00 of Nagpur-Raipur Road Section of N.H. 6 in Bhandara under B.O.T. (with Toll Rights) on behalf of Govt. of Maharashtra, Office of Executive Engineer, National Highway Division, Public Works Dept. ("the Authority"). The SPV has handed over the Project back to the Authority on September 28, 2023, after completing successfully the Concession Period as per the terms of the Concession Agreement/Arbitration Awards.

> Other Updates:

• Investment fund managed by Morgan Stanley India Infrastructure (MSII), has sold to Mahanagar Gas Limited ("MGL") 100% stake jointly held by the Company and MSII in Unison Enviro Private Limited ("UEPL"), a subsidiary of the Company. The deal has been closed at an equity consideration of Rs.562.09 Crore, out of which the Company has received Rs.286.67 Crore for its 51% stake.

• The Company has acquired 9,45,00,000 equity shares of Rs.10/- each fully paid-up, from GVR Infra Projects Limited held in GVR Ashoka Chennai ORR Limited ("CORR"), to make CORR as wholly owned subsidiary of the Company w.e.f. March 28, 2024.

• Mr. Sharadchandra Abhyankar (DIN: 00108866),

Mr. Albert Tauro (DIN: 01860786) and Mr. Gyan

Chand Daga (DIN: 00101534), Independent Directors of the Company, have completed their 2nd term of 5 consecutive years as Independent Directors of the Company and retired w.e.f. March 31, 2024 and Mr. Mario Nazareth (DIN:00013337) and Mr. Nikhilesh Panchal (DIN:00041080) have been appointed by the Board of Directors of the Company w.e.f. February 07, 2024 and the shareholders have approved their appointment for the 1st term of 5 consecutive years, by Postal ballot, on March 17, 2024.

> Credit Ratings

During the year under review, there was no change in the nature of Company's business.

Awards and Recognitions received by the Company during the year under review:

Future Outlook

The global economy is expected to maintain its growth rate at 3.3% in CY2024-25. The developed economies may experience a slight acceleration, with growth predicted to increase to 1.8% in CY2024-25. However, emerging markets and developing economies are likely to experience a minor decline in growth rate from 4.3% in CY 2022-23 to 4.2% in CY 2023-24 and CY 2024-25. On the other hand, global inflation is expected to

gradually decrease from 6.8% in CY 2022-23 to 5.9% in CY 2023-24 and then to 4.5% in CY2024-25.

With the GDP projected to reach 7% during FY2024-25, India's economic growth outlook appears encouraging in the medium term. Private investments are expected to gain further momentum, supported by improving global liquidity conditions as central banks begin to ease monetary policies and reduce policy rates. A synchronised global recovery from disrupted supply chain in the coming year is likely to boost exports, while enhanced capital flows will drive increased investment and consumption. This scenario could prompt the Indian Government to reassess its spending priorities, resulting in a faster reduction of the fiscal deficit and a boost to private investments. The infrastructure landscape has evolved as a dynamic landscape, transitioning from the domain of utilities and public service providers to the focal point of policy dialogues.

Several factors are driving the future of infrastructure including the advent of new technologies, Industry 4.0, evolving consumer behaviour and aspirations, shifts in the nature of work and effective governmental development initiatives. In this changing scenario, the roles of infrastructure stakeholders are also changing and a different approach needs to be adopted for delivering infrastructure and services that are best suited to the demands of the modern era.

India's road infrastructure has undergone significant development, with a constant focus on improving the overall connectivity while also establishing critical links even in geographically challenging regions. As a priority sector for the Centre, the sector has witnessed ambitious highway construction targets to build a world-class network of expressways, speedy project awards and rapid execution to support these targets. The construction landscape has further been supported by efforts to constantly maintain a favourable policy regime for all stakeholders.

The company's primary focus remains to build sustainable EPC business in segments of highways, railways, power T&D and buildings.

Capital Expenditure

As at March 31, 2024, the Gross value of Fixed Assets including Property Plant & Equipment (PPE), Intangible Assets, CWIP and Right of use was Rs.951.08 Crore and WDV value is Rs.329.50 Crore. During the year, addition was Rs.154.45 Crore.

Share Capital

During the year under review, there is no change in the paid- up share capital of the Company. The paid-up share capital as at March 31, 2024 stood at Rs.140.36 Crore. The Company has not issued any shares with differential voting rights or by way of rights issue or Bonus Issue or Sweat Equity shares or shares under ESOP. Further, the Company has not provided any money to its employees for purchase of its own shares hence the Company has nothing to report in respect of Rule 4(4), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

During financial year under review, the Company has also not raised any funds through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of the SEBI(LODR).

Debt Securities

The Company has not issued any Debentures, commercial papers or any other debt securities during the year under review.

Dividend

The Board of Directors has decided not to declare dividend for FY 2023-24, in view of the future development plans of the Company along with requirement of the Company for investment in capital of Subsidiaries / Project SPVs. (Previous Year: Nil)

General Reserve

The Company has not transferred any amount to the reserves of the Company during the financial year under review.

Public Deposits

During the year under review, your Company had not accepted any deposit within the meaning of the provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

Committees

Your Company has in place the following Committees as mandated under the provisions of the Act and Listing Regulations. The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder viz.

a. Audit Committee:

b. Nomination and Remuneration Committee;

c. Stakeholders' Relationship Committee;

d. Corporate Social Responsibility Committee; and

e. Risk Management Committee.

The composition of Audit Committee is as follows:

# appointed as member w.e.f. March 21, 2024

The Composition of all such Committees, number of meeting/ (s) held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

Policies / Codes of the Company:

The list of Policies/Codes hosted on the website of the Company www.ashokabuildcoa.com is given in Corporate Governance Report forming part of this report.

Subsidiaries, Associates and Joint Ventures

The Company has 39 subsidiaries, including 5 subsidiaries as its material unlisted subsidiaries and 6 Associate and Joint Ventures as on March 31, 2024.

During the year, Unison Enviro Private Limited ceased to be subsidiary of the Company and GVR Ashoka Chennai ORR Limited (100%) and Ashoka Aakshya Infraways Private Limited (51%) became the subsidiaries of the Company.

In accordance with Section 129(3) of the Act and as per Indian Accounting Standards (Ind AS) 110, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries and Associates, which form part of the Report.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in the notes to the consolidated financial statements. Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's Subsidiaries, Associates and Joint Ventures in Form AOC-1 as Annexure I is attached to the Board's Report.

In accordance with the provisions of Section 136 of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company. Further, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, and is accessible at https://www. ashokabuildcon.com/financial-information.php

The Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office address.

During the year under review, Viva Infrastructure Limited, a wholly owned subsidiary of the Company, allotted 40,02,250 Equity Shares of the Rs.10/- each, fully paid.

Framework for Monitoring Subsidiary Companies

During the year under review, Five (5) subsidiaries were identified as material unlisted subsidiaries of the Company, as

per the Listing Regulations, basis audited financial statement for : FY 2022-23.

Details of Material unlisted subsidiaries

In terms of the provisions of Regulation 24(1) of the Listing Regulations, appointment of one of the Independent Directors of the Company on the Board of material subsidiaries was applicable to only three (3) subsidiaries viz. Ashoka Concessions Limited, Jaora-Nayagaon Toll Road Company Private Limited and Viva Highways Limited. Mr. Mahendra Mehta, Mr. Nikhilesh Panchal and Mr. Mahendra Mehta were the Nominee of Independent Directors in said subsidiaries respectively as on March 31, 2024.

The composition and effectiveness of Boards of all subsidiaries is reviewed by the Company periodically. The Governance framework is also ensured through appointment of Secretarial Auditors. Guidance is provided to subsidiaries on matters relating to conduct of Board meeting, training and Familiarization Programs for the Independent Directors on the Board of Subsidiaries.

The Company is in compliance with Regulation 24A of the Listing Regulations. As per regulation 24A of the Listing Regulations, a listed company is required to annex the secretarial audit report of its material unlisted subsidiaries to its Board's Report. The secretarial audit reports for FY2023-24 of material unlisted subsidiaries viz. Ashoka Concessions Limited, Viva Highways Limited, Jaora-Nayagaon Toll Road Company Private Limited, Ashoka Kharar Ludhiana Road Limited and Ashoka Ankleshwar Manubar Expressway Private Limited (SPVs) are annexed herewith as Annexure V and also available on the website of the Company at https://www.ashokabuildcon. com/files/investors/financial-info/ABL_Annexure_Vpdf

The Secretarial Audit Reports of the SPVs do not contain any qualification, reservation or adverse remark.

Post closure of financial year 2023-24, GVR Ashoka Chennai ORR Limited has been identified as material unlisted subsidiary of the Company basis net worth criteria. In view of this, as on April 01, 2024, Ashoka Concessions Limited, Viva Highways Limited, Jaora-Nayagaon Toll Road Company Private Limited, Ashoka Ankleshwar Manubar Expressway Private Limited and GVR Ashoka Chennai ORR Limited are the 5 material unlisted subsidiaries of the Company. Ashoka Kharar Ludhiana Road Limited ceased to be material unlisted subsidiary basis audited financials for FY 2023-24.

Viva Highways Limited, GVR Ashoka Chennai ORR Limited and Ashoka Ankleshwar Manubar Expressway Private Limited do not require appointment of Nominee Independent Director of the Company on their Boards of Directors as the net worth of these 3 material unlisted subsidiaries singly does not exceed 20% of the consolidated net worth of the Company as on March 31, 2024.

The Company monitors performance of subsidiary companies, inter alia, by the following means:

> Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by the Company's Audit Committee.

> Minutes of Board meetings of subsidiary companies are placed before the Company's Board regularly.

> A statement containing all significant transactions and arrangements, if any, entered into by subsidiary companies is placed before the Company's Board.

> Presentations are made to the Company's Board on business performance of major subsidiaries of the Company by the senior management.

The Company's Policy for determining Material Subsidiaries is available on the website of the Company at https://www. ashokabuildcon.com/files/investors/corporate-governance/ ABL-Policy%20on%20Material%20Subsidiaries%20-%20 LODR%202015.pdf

Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8 February 2019 read with Regulation 24A of the Listing Regulations, directed listed entities to conduct Annual Secretarial Compliance Audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/ guidelines issued thereunder. The said Secretarial Compliance Report is in addition to the Secretarial Audit Report by Practicing Company Secretary under Form No. MR-3 and is required

to be submitted to the Stock Exchanges within 60 days from the end of the financial year. The Company has engaged the services of M/s Sharma and Trivedi LLP, Company Secretaries for providing the certificate. The Company is publishing the said Secretarial Compliance Report, on voluntary basis and the same can be accessed through https://www.ashokabuildcon. com/files/investors/corporate-governance/ABL_Secretarial_ Compliance_Report_310324_BSE_NSE.pdf

Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees

In accordance with Section 178 and other applicable provisions of the Act read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the LODR, 2015, the Board of Directors reviewed and revised the Remuneration Policy of your Company. The Remuneration Policy is covered in the Corporate Governance Report which forms part of the Report is available on the web link at https://www.ashokabuildcon.com/files/ investors/corporate-governance/Remuneration%20Policy.pdf

Directors and Key Managerial Personnel

Mr. Sanjay Londhe (DIN:00112604) and Mr. Ashish Kataria (DIN: 00580763) are liable to retire by rotation at the ensuing AGM pursuant to section 152(6)(c) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible have offered themselves for re-appointment.

Mr. Ashok Katariya (DIN: 00112240) has been re-appointed as a Whole-time Director, designated as a Chairman, for a period of 2 years w.e.f. April 01, 2024 and further, as per Section 196 and Schedule V of the Act, the approval of the members has been obtained by way of Postal Ballot, the results of which were declared on March 17, 2024 vide a special resolution for continuation of his office as a Whole-time Director, upon attaining the age of 70 (seventy) years.

During the year, Mr. Milap Raj Bhansali (DIN: 00181897) had resigned from the post of director of the Company effective April 12, 2023 on personal health grounds.

Mr. Satish Parakh, Managing Director, Mr. Ashish Kataria, Whole-time Director, Mr. Paresh Mehta, Chief Financial Officer and Mr. Manoj Kulkarni, Company Secretary have been recognized as the Whole-time Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the Key Managerial Personnel has resigned during the year under review.

Independent directors

The Independent Directors are the Board members who meet with the definition and criteria on ‘independence' as set out in Regulation 16 of Listing Regulations, Section 149(6) of the Companies Act, 2013 read with rules and Schedule IV thereto and other applicable regulations. In terms of Regulation 25(8) of Listing Regulations. Independent Directors of the Company have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

Accordingly, based on the declarations received from all Independent Directors, the Board of Directors has confirmed that Independent Directors of your Company fulfill the conditions specified in the Companies Act, 2013 and Listing Regulations and are independent of the management. Further, the Independent Directors confirmed that they have enrolled themselves in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs.

During the year under review, none of Independent Directors had resigned from the directorship; however, 3 independent directors retired after completing two terms of 5 years each as an Independent Director.

Your Company issued formal letter of appointment to the Independent Directors at the time of their appointment / reappointment. The terms and conditions of the appointment of Independent Directors are available on the Company's website at https://www.ashokabuildcon.com/files/investors/corporate- governance/ABL_ID_Appointment_Letter_format.pdf

Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company. Further, the Board also states that Independent Directors are the persons of integrity and have adequate experience to serve as Independent Directors of the Company.

Meeting of Independent Directors

The Independent Directors meet at least once in a year, without the presence of Executive Directors or Management representatives. They also have separate meeting(s) with the Chairman of the Board, to discuss issues and concerns, if any. During the year under review, one meeting of Independent Directors was held on on March 21, 2024. The Independent Directors inter alia discuss the issues arising out of the Committee Meetings and Board including the quality, quantity and timely flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. In addition to these formal meetings, interactions outside the Board Meetings also take place between the Chairman and Independent Directors.

Annual evaluation of Board's performance

The Board has carried out an annual evaluation of its own performance, Board Committees, and individual Directors (including independent Directors) pursuant to the provisions of the Act and the Listing Regulations.

The separate point is covered in Corporate Governance Report, which is a part of this Annual Report.

Meetings of the Board

6 (Six) Meetings of the Board of Directors were held during the year under review. The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of the Report. The gap between two Board Meetings did not exceed 120 days as per Section 173 of the Companies Act, 2013.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief hereby state and confirm that:

> In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

> The Directors have approved the accounting policies and the same have been applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit of the Company for the year ended on that date;

> Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

> The annual accounts have been prepared on a ‘going concern' basis;

> Proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

> Proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

a. Statutory Auditors

The Shareholders of the Company, pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, have appointed M/s.

5 R B C & CO LLP, Chartered Accountants, Mumbai, (Firm Registration No. 324982E/E300003), as the Statutory Auditors to hold office till the conclusion of the 34^th Annual General Meeting (‘AGM') of the Company to be held for FY 2026-27. They have confirmed that they are not disqualified from continuing as Auditors of the Company and are eligible for re-appointment.

There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.

The Auditors' Reports on Standalone Financial Statements (SFS) for financial year 2023-24 do not contain any qualification, observation or adverse remark except the following:

Remark: Undisputed statutory dues including goods and services tax, provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues as applicable have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases for provident fund and profession tax.

Reply: There was slight delay in payment of provident fund and profession tax due to unavoidable circumstances. However, the same had been regularized and the dues have been paid during the year. The necessary precautions have been taken to ensure that no such delays happen in future.

b. Cost Auditors

The Company is maintaining the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and had appointed M/s. S. R. Bhargave & Co., Cost Accountants (Firm Registration No. 000218) as the Cost Auditors to conduct the audit of cost records of the Company and to issue Cost Audit Report for FY2023-24.

The Board has proposed the appointment of M/s S. R. Bhargave & Co., Cost Accountants, as the Cost Auditors of the Company for FY2024-25 at a remuneration of Rs.5,40,000/- (Rupees Five Lakh Forty Thousand only) plus applicable taxes and out-of-pocket expenses at actuals. The consent has been received from M/s. S. R. Bhargave

6 Co., Cost Accountants, Pune, to act as the Cost Auditors

of the Company for financial year 2024-25 along with a certificate confirming their independence.

Appropriate resolution has been recommended by the Board to be passed by the shareholders in the ensuing Annual General Meeting to ratify the remuneration of the Cost Auditors for FY 2024-25.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Sharma and Trivedi LLP (LLP IN: AAW-6850) Practising Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure II to the Board's Report.

There are no observations / remarks or qualifications in the Secretarial Audit Report for FY2023-24 except the following.

Remark: Delay in filing of few E-forms which were filed after prescribed time with additional fees.

Reply: There was delay in filing e-form with Ministry of Corporate Affairs for reasons beyond the control of the Company. However, such form was filed with additional filing fees as prescribed under the Act and compliance has been regularized.

d. Internal Auditors

M/s. Suresh Surana & Co. LLP and M/s. Hiran Surana, Chartered Accountants had been appointed as Joint Internal Auditors of the Company for FY2023-24 and the reports of Joint Internal Auditors were reviewed by the Audit Committee from time to time at the meetings of Audit Committee. The observations and suggestions of the Internal Auditors were reviewed and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

The Company has appointed M/s Suresh Surana & Co. LLP, Mumbai and M/s. Hiran Surana, Chartered Accountants, Nashik, as Joint Internal Auditors for FY2024-25.

Audits and internal checks and balances

M/s S R B C & CO. LLP, Chartered Accountants, audit the accounts of the Company.

The Company has adequate internal control systems that are commensurate with the size and nature of its business which ensures that all the assets are acquired economically and used optimally. The systems are safeguarded, protected against loss from unauthorised use or disposition, and all transactions are properly authorised, recorded and reported correctly. A dedicated Legal Compliance ensures that the Company conducts its businesses with legal, statutory and regulatory compliances. The Company has instituted a legal compliance program in conformity with requirements of the Act to ensure that there exists a system which is adequate and operates effectively and efficiently. Well-documented policies supplement the internal control system. Audits of various departments are conducted as per the annual audit plan through joint internal auditors, who submit reports to the management and the Audit Committee of the Board from time to time. The views of the statutory auditors are also considered to ascertain the adequacy and efficacy of the internal control system and measures. The project sites of the Company are covered through SAP ERP system. All these measures are continuously reviewed by the management and as and when necessary, required improvements are made.

Adequacy of Internal Financial Controls with reference to the financial statements:

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5) (e) of the Act read with Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014. The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations.

It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices.

Your Company uses SAP ERP Systems to maintain its Books of Account. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The systems, Standard Operating Procedures and controls including manual controls are reviewed by Management.

Your Company has in place adequate Internal Financial Controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The Company has appointed independent audit firms as Internal Auditors to observe the Internal Control system. The Board of the Company have adopted various policies viz. Policy on determining Material Subsidiary, Policy on Determination of Materiality of Events or Information, Whistle Blower Policy, Policy on Related Party Transactions, Policy on Prohibition of Insider Trading, Policy on Prevention of Sexual Harassment at Workplace, Policy on Corporate Social Responsibility, Nomination and Remuneration Policy, Risk Management Policy, Dividend Distribution Policy and other policies and procedures for ensuring the orderly and efficient conduct of its business for 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.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In compliance of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any money transferred to the Unpaid Dividend Account of a Company in pursuance of these sections, which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to the Fund established under sub-section (1) of section 125 of the Act i.e. Investor Education and Protection Fund.

During the year under review, the Company had transferred a sum of Rs.1,16,372/- to the Investor Education and Protection Fund established by the Central Government (IEPF). The said amount represents Interim Dividend II FY 2015-16 and Interim Dividend FY 2016-17 lying unclaimed with the Company for a period of 7 years from their respective due dates of payment. Please refer table with respect to Unpaid /Unclaimed Dividend in AGM Notice.

TRANSFER OF SHARES TO IEPF

As required under Section 124 of the Companies Act, 2013, 3,538 Equity shares, in respect of which dividend has not been claimed by the members for Seven (7) consecutive years, have been transferred by the Company to IEPF during the year under review. The details of shares transferred have been uploaded on the website of IEPF as well as the Company.

The members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in the prescribed form available on http://www.iepf.gov.in along with requisite fees as decided by the IEPF Authority from time to time. The member/claimant can file one consolidated claim in a financial year as per the IEPF Rules.

Familiarization Program for Independent Directors

Pursuant to the requirement of Regulation 25(7) of the (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company needs to formally arrange Induction or Familiarization Program for Independent Directors to familiarize them with their role, rights and responsibility as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and Regulatory updates.

The Company believes that a Board, which is well informed/ familiarized with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders' aspirations and societal expectations.

The Company has an orientation process/familiarization program for independent directors, which includes:

a) Briefing on their role, responsibilities, duties, and obligations as a member of the Board;

b) Nature of business and business model of the Company, Company's strategic and operating plans; and

c) Matters relating to Corporate Governance, Code of Business Conduct, Risk Management, Compliance Programs, Internal Audit, etc.

In pursuit of this and as part of ongoing training, the Company schedules meetings of business heads and functional heads with the Independent Directors. During these meetings, comprehensive presentations are made on the various aspects such as Company's business models, growth and performance, new business strategies and initiatives by risk minimization procedures, etc. These meetings also facilitate Independent Directors to provide their inputs and suggestions on various strategic and operational matters directly to the business and functional heads.

The details are mentioned in the Corporate Governance Report which is a part of the report. The details of the Familiarization Program for Independent Directors of the Company are hosted on the website of the Company at https://www.ashokabuildcon. com/files/investors/corporate-governance/Familiarisation%20 Programme-2324.pdf

Policies

The details about the adoption of the various Policies as per the requirement of the SEBI (LODR) Regulations, 2015 are covered in the Corporate Governance Report, which forms part of this Report.

Prohibition of Insider Trading

The details about prohibition of trading by Insiders are covered in the Corporate Governance Report which forms part of this Report.

Insurance

The Company's plant, property, equipment and stocks are adequately insured against major risks. The Company has appropriate liability insurance.

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D & O)

Pursuant to Regulation 25(10) of the Listing Regulations, the Company has taken the Directors and Officers Liability Insurance (‘D & O Insurance') policy for all the Directors including Independent Directors of the Company for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty, or breach of trust for which they maybe guilty in relation to the Company.

SUCCESSION PLANNING

The Nomination and Remuneration Committee of the Board oversees matters related to succession planning of Board and Senior Management of the Company. The Company understands that sound succession planning is essential for sustained growth of the Company. Accordingly, the Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management.

Disclosure on confirmation on the Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

Related party transactions

All Related Party Transactions entered during the year under review were in compliance with the requirements of the Act and the Rules framed thereunder and LODR 2015. All the required approvals of the Audit Committee, the Board of Directors and Shareholders, if any, have been obtained, in accordance with applicable laws for the Related Party Transactions. RPT Policy, which is reviewed periodically is uploaded on the website at https://www.ashokabuildcon.com/files/investors/corporate- governance/ABL%20RPT%20PQLICY_010422.pdf

During the year under review, your Company entered into transactions with related parties as defined under Section 2(76) of the Act read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Act, Rules issued thereunder and Regulation 23 of the LODR 2015. The details of the related party transactions required under IND AS - 24 are set out in Note No. 51 to the standalone financial statements forming part of the Report.

During the financial year 2023-24, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties, which may have a potential conflict with the interest of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in prescribed Form AOC 2 is not applicable.

Particulars of loans given, investments made, guarantee given and securities provided under Section 186 of the Act

The particulars of the loans given, investments made or guarantees given and securities provided covered under the provisions of Section 186 of the Act, are provided in the Note No. 42 to the Standalone Financial Statements of the Company. Your Company falls within the scope of the definition "Infrastructure Company" as provided by the Companies Act, 2013. Accordingly, the Company is exempted from the provisions of Section 186 of the Act with regards to Loans, Guarantees and Investments except section 186 (1) of the Companies Act, 2013.

Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return, in the prescribed form MGT-7, as on 31st March 2024 is available on the Company's website at https://www.ashokabuildcon.com/financial- information.php

Corporate Social Responsibility

Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholders. As per the requirements of Section 135 of the Companies Act, 2013 pertaining Corporate Social Responsibility ("CSR") your Company has duly constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report.

In compliance with the amendments in the various provisions of the Companies Act, 2013 and the Companies Corporate Social Responsibility Amended Rules, 2021 issued by the Ministry of Corporate Affairs the Company had amended the Corporate Social Responsibility (CSR) Policy, which is available on the website of the company at https://www.ashokabuildcon.com/ files/investors/corporate-governance/CSR%20Policy.pdf

The Company was required to spend Rs.8.72 Crore on CSR activities during FY2023-24, based on profits for FY2022-23, calculated on the basis of Section 198 of the Companies Act, 2013. The Company had spent Rs.4.43 Crore during FY2023- 24. The Company has thus not spent the entire amount required to be spent on CSR activities during FY2023-24 and the unspent amount of Rs.4.40 Crore, on Ongoing Project, has been deposited in separate Bank Account ‘Unspent CSR Expenses FY2023-24' opened with scheduled bank before the due date and thereby complying with the requirement of Section 135 of the Act.

Further, as required under Rule 4 (5), Chief Financial Officer had issued a Certificate dated May 22, 2024 certifying that the funds so disbursed for CSR activities as per CSR Budget approved by the Company have been utilised up to Rs.4.43 Crore for the purposes and in the manner as approved by Board of Directors of the Company from time to time. The CSR activities for financial year ended March 31, 2024 along with the composition of CSR Committee is set out in Annexure III to the Board's Report.

Policy on prevention of sexual harassment

The Company has in place a policy on Prevention of Sexual Harassment of Women at Workplace which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

The Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of "Sexual Harassment" at workplace. The objective of this Policy is to provide an effective Complaint Redressal Mechanism if there is an occurrence of sexual harassment. The Company is committed to treat every employee with dignity and respect. The Company conducts regular awareness program in accordance with the requirements of the law.

The Company has also complied with the provisions of setting up of an Internal Complaint Committee which is duly constituted in compliance with the provisions of the POSH Act. All women, permanent, temporary, trainees or contractual staff including those of service providers are covered under the policy. The Company has provided a safe and dignified work environment for employee which is free of discrimination.

There are no complaints or concerns received or observed during FY2023-24 pertaining to sexual harassment.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given below.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules thereunder, it is hereby declared

for financial year 2023-24, as follows.

a. number of complaints filed during financial year Nil

b. number of complaints disposed of during financial year N.A.

c. number of complaints pending as on end of financial year. N.A.

Disclosure under section 134 (3) (l) of the Act

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company between the end of financial year of the Company and date of the report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Act read with the Companies (Accounts) Rules, 2014 is as follows:

Conservation of energy

The Company does not have any manufacturing facility. The other particulars required to be provided in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived, Import of Technology:

DETAILS OF FOREIGN EXCHANGE EARNINGS AND EXPENSES

The expenses in foreign exchange are as follows:

The earnings in foreign exchange are as follows:

Details on Internal Financial Controls

The Company has in place adequate internal financial controls, some of which are outlined below.

• The Company prepared its Financial Statements to comply

with the accounting standards specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. These Standalone financial statements include Balance Sheet as at March 31, 2024, the Statement of Profit and Loss including Other Comprehensive Income, Cash flows Statement and Statement of changes in equity for the year ended March 31, 2024, and a summary of significant accounting policies and other explanatory information. The Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

• The policies and procedures adopted by the Company for ensuring the 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.

• The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by the respective Auditors of the Subsidiaries for consolidation.

• The Company has implemented new ERP (SAP) during financial year 2018-19 and is being used regularly and effectively and upgraded as per requirements.

• The opportunity presented by the emergence of Digital Technologies is one of the key strategic enablers to our sustainable growth. As a step towards process simplification, integration and speed, we have implemented the SAP S4 - HANA platform. This has enabled the organisation with a single source for financial accounting, costing, and asset accounting through Integrated System under SAP S4/ HANA architecture.

• The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes appropriate action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites.

• During the year under review, the internal financial controls were reviewed and tested by a reputed firm of Chartered Accountants who report on quarterly basis on the process and systems of accounting and other operational processes of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best

practices in the industry.

Particulars of Employees

The statement containing top employees in terms of remuneration drawn and particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request.

In terms of Section 136 of the Act, the said annexure is open for inspection and has been hosted on the website of the Company at https://www.ashokabuildcon.com/files/investors/corporate- governance/Statement-Rule5(2).pdf

In terms of Section 136 of Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the statement on employees' particulars. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The Managing Director and Whole-time Directors of the Company do not receive remuneration from any of the subsidiaries of your Company except Mr. Ashish Kataria, who received remuneration of Rs.1.15 Crore during FY2023-24 from Ashoka Concessions Limited, a subsidiary of the Company.

The information required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure IV to the Board's Report.

Performance Evaluation of the Board as whole, Committees and Directors including Independent Directors

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, a formal evaluation of the performance of the Board, its Committees and the individual Directors was carried out for Financial Year 2023-24.

Based on the same, the Board carried out annual evaluation of its own performance, performance of its Committees and Individual Directors including Independent Directors during the year. The performance evaluation of Independent Directors of the Company is carried out by the Board excluding the Director being evaluated. The performance of every Director is also carried out by the Nomination and Remuneration Committee, seeking inputs from all the Directors.

The evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, etc.

The performance evaluation of the respective Committees and that of Directors was done by the Board excluding the Director being evaluated.

Management Discussion and Analysis

Management Discussion and Analysis is given in a separate section forming part of this Report.

Corporate Governance

The Company is committed to maintaining the highest standards of corporate governance and continues to be compliant with the requirements of corporate governance as enshrined in the Listing Regulations. The report on corporate governance together with a certificate from the Practising Company Secretary, confirming compliance with corporate governance norms as stipulated in the Listing Regulations, forms a part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Report as Annexure VI to the Board's Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

> Details relating to deposits covered under Chapter V of the Act.

> Issue of equity shares with differential rights as to dividend, voting or otherwise.

> Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

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

> No fraud has been reported by the Auditors to the Audit Committee or the Board.

> The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

> Secretarial Standards are issued by the Institute of Company Secretaries of India (ICSI), one of the premier professional bodies in India. The Company follows with the said Secretarial Standards.

Cautionary Statement:

The statements in the Annual Report, describing the Company's objectives, projections, estimates and expectations, may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, banks, financial institutions, credit rating agencies, clients, vendors, business and joint venture partners for their co-operation and continued support received from them.

The Directors also wish to acknowledge the support and guidance received from various regulatory bodies, authorities, NHAI, MPRDC, Power Distribution Corporations of various States, Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other Central and State Government agencies and thank them for the same and look forward to their continued support. The Directors recognize and appreciate the efforts and contribution made by each and every employee of the Ashoka family.