Dear Members, Ashoka Buildcon Limited

Your Directors have pleasure in presenting the 32nd Annual Report ("the Report" / "this Report") along with audited financial statements of your Company, for the financial year ended March 31, 2025.

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 highlights of the standalone and consolidated financials of the Company for financial year ended March 31, 2025, are summarised as follows.

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

During the year under review, the Company has won Road Projects and Airport Project, on EPC basis worth Rs.7,417.57 Crore, Power Project worth Rs.457.03 Crore aggregating Rs.7,874.60 Crore as detailed below.

Commercial Operations Date for the Projects as mentioned below.

Ashoka Ankleshwar Manubar Expressway Private Limited, w.e.f. April 02 2024 for its Hybrid Annuity Mode (HAM) Project of National Highways Authority of India ("NHAI") vide letter issued by Independent Engineer on April 04, 2024 for the Project viz. ‘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 (Phase IA-Package IV)'

Ashoka Kandi Ramsanpalle Road Private Limited w.e.f. January 31, 2024 for its Hybrid Annuity Mode (HAM) Project of National Highways Authority of India ("NHAI") vide letter issued by Independent Engineer on August 08, 2024 for the 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 Baswantpur Signodi Road Private Limited w.e.f September 15, 2024 as the Commercial Operations Date (CoD) for stretch of 39.07 KMs as per letter issued by Independent Engineer, dated October 28, 2024, for its Hybrid Annuity Mode (HAM) Project of National Highways Authority of India ("NHAI") viz. ‘Development of 6 lane Access Controlled Greenfield highway from KM 162.500 to KM 203.100, Baswantpur to Singondi Section of NH 150 C (Package 4 of Akkalkot KNT of TS Border) on Hybrid Annuity Mode (HAM) under Bharatmala

Pariyojana'

Ashoka Karadi Banwara Road Private Limited w.e.f. February 11, 2025 as the Commercial Operation Date (CoD) for stretch of 8.595 KMs vide letter issued by Independent Engineer on March 03, 2025, in addition to stretch of 41.61 KMs already received w.e.f.

September 08, 2023, (First CoD) vide NHAI letter dated September 26, 2023, for its Hybrid Annuity Mode (HAM) Project of National Highways Authority of India ("NHAI") for the Project 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 Bowaichandi Guskara Road Private Limited ("SPV"), a wholly owned subsidiary of the Company has executed a Concession Agreement with National

Highways Authority of India ("NHAI") on January 06, 2025, for the Project viz. "for Development of

4 lane Economic Corridor from Bowaichandi to

Guskara-Katwa Road Section Km 89.814 to Km 133.000 of NH 116A (Package-3) in the state of West Bengal under Hybrid Annuity Mode. The NHAI has noted financial closure for the Project w.e.f. June 02,

2025.

Company has executed EPC Agreement with Serneke International Group AB, Sweeden, for the Project floated by Baran International Limited for Construction of 100 drinking water wells and supply and installation of drinking water supply unit in 35 villages of Ivory Coast amounting to around

Euros 18.50 Million excluding Custom Duty, VAT, withholding tax etc.

The Company has sold its entire 90% stake held in ABL Indira Projects JV LLP vide Share Purchase Agreement executed with Indira Projects & Development (Tamil Nadu) Private Limited and LLP for a total consideration of Rs.5,44,50,099/- (Rupees Five Crore Forty-four Lakh Fifty Thousand Ninety-Nine only) in September 2024.

The Company has entered into Share Purchase Agreement to acquire, 100% of investments held by Macquarie SBI Infrastructure Investments Pte Limited and SBI Macquarie Infrastructure Trust ("Investors") in Ashoka Concessions Ltd. ("ACL") i.e. 3,40,000 equity shares of Rs.10/- each, fully paid-up, comprising 34% equity share capital of ACL and 77,41,250 Class A Compulsorily Convertible Debentures (CCDs) & 2,00,00,000 Class B Compulsorily Convertible Debentures ("ACL Securities") at an aggregate consideration of INR 1,526 crores (Indian Rupees Fifteen Hundred and Twenty-Six Crores only); and

Viva Highways Ltd., a wholly owned subsidiary of the Company will acquire investments of Investors i.e. 7,46,20,000 equity shares comprising 26% equity share holding of its affiliate viz. Jaora Nayagaon Toll Road Company Private Limited, at an aggregate consideration of INR 150 crores (Indian Rupees One Hundred and Fifty Crores only).

Company and its material subsidiary viz. Ashoka Concessions Limited ("ACL"), have entered into securities purchase agreements and other transaction documents with Epic Concesiones 2 Private Limited, Infrastructure Yield Plus II and Infrastructure Yield Plus IIA (both schemes of Infrastructure Yield Trust and managed by their respective investment manager, EAAA India Alternatives Limited (formerly known as Edelweiss Alternative Asset Advisors Limited)) for, inter alia, sale of the entire share capital (including repayment/transfer of all shareholder loans) and management control of the 11 SPVs held by the Company and/or ACL for an aggregate consideration of Rs.2,324 Crore (Indian Rupees Two Thousand Three Hundred Twenty Four Crore only), subject to adjustments for cash and debt like items and other adjustments as agreed under the respective

Transaction Documents.

Company and its material subsidiary viz. Ashoka Concessions Limited ("ACL"), have entered into securities purchase agreements and other transaction documents with Indian Highway Concessions Trust (acting through its investment manager) inter alia for sale of the entire share capital (which will also include repayment of any shareholder loans) held in its following subsidiaries.

1) Ashoka Highways (Bhandara) Limited;

2) Ashoka Highways (Durg) Limited;

3) Ashoka Belgaum Dharwad Tollway Limited;

4) Ashoka Sambalpur Baragarh Tollway Limited; and

5) Ashoka Dhankuni Kharagpur Tollway Limited. (collectively, the "SPVs") at an aggregate consideration of up to INR 2,539 Crore (Indian Rupees Two Thousand Five Hundred Thirty Nine Crore only), subject to adjustments for cash and debt like items and other adjustments as agreed under the respective

Transaction Documents.

nature of Company's business.

The global economy is expected to maintain its growth rate at 3.1% in 2025-26. The developed economies may experience a minor acceleration, with emerging markets and developing economies are likely to experience a more subdued pace. On the other hand, global inflation is expected to gradually decline to 4.2% in 2025 and 3.5 in 2026.

With the GDP projected to reach 7% during FY2025-26, India's economic growth outlook appears encouraging in the medium term and these projections position India as one of the fastest growing economies.

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.

As at March 31, 2025, the Gross value of Fixed Assets including Property Plant & Equipment (PPE), Intangible Assets, CWIP and Right of use was Rs.1023.89 Crore and WDV value is Rs.324.28 Crore. During the year, addition was Rs.93.07 Crore.

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, 2025 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).

The Company has issued Non-Convertible Debentures and commercial papers during the year under review as follows.

All the CPs have been redeemed along with interests on respective due dates without any delay.

The Board of Directors has not recommended dividend for FY 2024-25, in view of the future development plans of the Company along with requirement for investment in capital of Subsidiaries / Project SPVs. (Previous Year: Nil)

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

During the year under review, your Company had not accepted any deposit from public / persons within the meaning of the provisions of Section 73 of the Act read with the Companies

(Acceptance of Deposits) Rules, 2014.

Your Company has in place the following Committees as mandated under the provisions of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, amended from time to time ("Listing Regulations" / "SEBI LODR"). a. Audit Committee: b. Nomination and Remuneration Committee; (NRC) c. Stakeholder Relationship Committee; (SRC) d. Corporate Social Responsibility Committee; (CSR) and e. Risk Management Committee.

The Composition of all 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, wherever required.

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

The Company has 60 subsidiaries (including 5 subsidiaries as its material unlisted subsidiaries) and 5 Associates and Joint Ventures as on March 31, 2025.

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 financialposition 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, at https://www.ashokabuildcon.com/ subsidiaries.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, Ashoka Infrastructure Limited and Ashoka Baswantpur Singnodi Road Private Limited, wholly owned subsidiaries of the Company allotted 40,02,250, equity shares of Rs.10/- each, 66,50,000 Equity shares of Rs.10/- each and 41,00,000 Equity Shares of Rs.10/- each fully paid respectively. The Shareholding of the Company has remained 100% in all these subsidiaries.

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 2023-24.

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 Nominees of Independent Directors in said subsidiaries respectively as on March 31, 2025.

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 meetings, training and

Familiarization Programs for the Independent Directors on the

Boards 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 FY2024-25 of material unlisted subsidiaries viz. Ashoka Concessions Limited, Viva Highways Limited, Jaora-Nayagaon Toll Road Company Private Limited, GVR Ashoka Chennai ORR Limited and Ashoka Ankleshwar Manubar Expressway Private Limited (SPVs) are annexed herewith and also available on the website of the Company at https://www.ashokabuildcon.com/files/investors/financial-info/ Secretarial%20Audit%20Reports.pdf The Secretarial Audit Reports of the said SPVs do not contain any qualification, reservation or adverse remark.

As on April 01, 2025, Ashoka Concessions Limited, Viva Highways Limited, Jaora-Nayagaon Toll Road Company Private Limited and GVR Ashoka Chennai ORR Limited are the 4 material unlisted subsidiaries of the Company as per SEBI LDOR. Ashoka Ankleshwar Manubar Expressway Private Limited ceased to be material unlisted subsidiary based on audited financials for FY 2024-25.

GVR Ashoka Chennai ORR Limited does not require appointment of Nominee Independent Director of the Company on its Board of Directors as the net worth of GVR Ashoka Chennai ORR Limited does not exceed 20% of the consolidated net worth of the Company as on March 31, 2025. 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

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 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 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_310325_BSE_NSE.pdf

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

Mr. Satish Parakh (DIN: 00112324), Managing Director and Mr. Sanjay Londhe (DIN: 00112324), Whole time Director were re-appointed on the Board as the Managing Director and Whole-Time Director respectively in its meeting held on March 20, 2025 for the period of three (3) years and further, as per Section 196 and Schedule V of the Act, the approval of the members had been obtained, vide Special Resolution, by way of Postal Ballot, the results of which were declared on June 26, 2025. Mr. Ashok Katariya (DIN:00112240) and Mr. Satish Parakh (DIN: 00112324) 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) 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 from 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 Whole-time Director, upon forcontinuation office his attaining the age of 70 (seventy) years.

During the year, Mr. Mahendra Mehta (DIN: 07745442) was re-appointed as the Independent Director of the Company for the 2nd term of 5 consecutive years w.e.f. April 01, 2025. The approval of the members has been obtained by way of Postal Ballot, the results of which were declared on March 31, 2025 vide a special resolution.

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.

The Independent Directors are the Board members who meet 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.

Your Company issues 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.

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 March 20, 2025. The Independent Directors inter alia discussed 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.

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.

10 (Ten) 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.

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:

In the preparation of the annual accounts for the year ended

March 31, 2025, 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 had in consultation with Statutory Auditors, selected accounting policies and applied them 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, 2025 and of Profit of the Company for the year ended on that date; They have taken proper and sufficient care 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; They have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively during the financial; year 2024-25; and They have devised proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems were adequate and operating effectively during the financial; year 2024-25.

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. S 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) Consolidated Financial Statements (CFS) for financial year 2024-25 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 professional tax due to unavoidable circumstances. However, for the same had been regularized and the dues have been paid the during the year. The necessary precautions have been taken to ensure that no such delays happen in future.

Your Company is maintaining the cost records as specified 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 FY2024-25. The Board has proposed the appointment of M/s S. R. Bhargave & Co., Cost Accountants, as the Cost Auditors of the Company for FY 2025-26 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 & Co., Cost Accountants, Pune, to act as the Cost Auditors of your Company for financial year 2025-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

FY2025-26. 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 for FY 2024-25. The Secretarial Audit Report is annexed herewith as Annexure II to the Board's Report.

There are no observations / remarks or qualifications in Secretarial Audit Report for FY2024-25 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-forms with Ministry of Corporate Affairs for reasons beyond the control of the Company. However, such form was filed with additional filing fees prescribed under the Act and compliance has been regularized. Remark: Delayed submission of the Statement of the utilization of the proceeds from Non-Convertible Debentures, issued during the quarter December, 2024.

Reply: Due to oversight, there was a delay in submission of statement under Regulation 52(7) of SEBI LODR regarding utilisation of issue proceeds. The same was submitted and BSE imposed fine of Rs.29,000/-. The Company has submitted its waiver request to BSE Limited for waiving the fine and reply from BSE is awaited.

Further, Pursuant to Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers)Rules, 2014 [including any statutory modification(s) or amendment(s) or re-enactment(s) thereof for the time being in force] and Regulation 24A (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations 2024, the Board of Directors on the recommendation of the Audit Committee has appointed

M/s. Sharma and Trivedi LLP (LLP IN: AAW-6850), as

Secretarial Auditors of the Companytoholdoffice term of 5 consecutive years from FY 2025-26.

The necessary resolution seeking members approval for appointment of M/s. Sharma and Trivedi LLP, Company

Secretaries forms part of AGM notice d. Internal Auditors

M/s Suresh Surana & Co. LLP and M/s Hiran Surana & Associates, LLP, Chartered Accountants had been appointed as Joint Internal Auditors of the Company for FY2024-25 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 & Associates, LLP, Chartered Accountants, Nashik, as Joint Internal Auditors for FY2025-26.

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 as 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 and required improvements are made.

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 suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

In compliance of Sections 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 transferred a sum of Rs.73,152/- to the Investor Education and Protection Fund established by the Central Government (IEPF). The said amount represents Final Dividend FY 2016-17 lying unclaimed with the

Company for a period of 7 years from its due date of payment.

An amount of Rs.4,70,464/- pertaining to various unpaid dividends along with 22,930 underlying shares had been transferred to IEPF from time to time. Now there is no unclaimed dividend account as all the amounts have been transferred to IEPF.

As required under Section 124 of the Companies Act, 2013, 15,517 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 only one consolidated claim in a financial year as per the IEPF Rules.

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 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 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-2425.pdf

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.

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

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) in 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 may be guilty in relation to the Company.

The Nomination and Remuneration Committee of the Board is entrusted with overseeing succession planning for the

Company's Board and Senior Management. The Company recognizes that robust succession planning is critical to ensuring business continuity and long-term growth. To this end, a well-defined framework has been established to facilitate the seamless transition of Directors, Key Managerial Personnel, and Senior

Management.

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

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/Related%20party%20Transactions%20Policy.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. 52 to the standalone financial statements forming part of the Report. During the financial year 2024-25, 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.

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. 43 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.

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 2025 is available on the Company's website at https://www.ashokabuildcon.com/files/investors/ financial-info/Form_MGT_7_Web.pdf

Your Company considers Corporate Social Responsibility (CSR) to be an integral part of its business philosophy. It is committed to conducting its operations in a sustainable manner that creates value for society while aligning with the interests of its stakeholders. In compliance with Section 135 of the

Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). Details regarding the composition and terms of reference of the CSR Committee are disclosed in the 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 For FY 2024-25, the CSR Committee approved the Budget for CSR activities for an amount of Rs.7.50 Crore, out of which Rs.7.00 Crore were allocated for Infrastructure Fund of

Ashoka Institute of Medical Sciences and Research (AIMSR). The said amount of Rs.7.50 Crore has been fully spent during FY 2024-25 and there is no unspent CSR amount up to and including FY 2024-25.

Further, as required under Rule 4 (5), Chief Financial Officer had issued a Certificate dated May 23, 2025 certifying that the funds so disbursed for CSR activities as per CSR Budget approved by the Company have been utilised fully for FY24-25 and also an unspent amount for FY 23-24 of 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, 2025 along with the composition of CSR

Committee is set out in Annexure III to the Board's Report.

Your 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").

Your Company has zero tolerance towards any action on the part of any of its officials,which may fall under 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 also 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 those of service providers are covered under the policy. The Company has provided a safe and dignified work environment for employees which is free of discrimination.

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 2024-25, 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.

The Company states that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options or work from home, wherever and if applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

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.

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:

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 non-conventional mode like use of solar energy. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

Foreign Exchange earnings and outgo during the year under review are as follows:

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, 2025, 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, 2025, 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 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 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.

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/Top%20Remuneration%2024-25.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 your

Company do not receive remuneration from any of the subsidiaries of your Company except Mr. Ashish Kataria, Whole-time Director of the Company, who received remuneration of Rs.1.15 Crore during FY2024-25 from Ashoka Concessions Limited, a subsidiary of the Company.

The information required under Section 197(12) of the Act read with Rule 5(1) of 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.

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 2024-25.

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 is given in a separate section forming part of this Report.

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.

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.

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 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.

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.

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.