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

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 highlights of the standalone and consolidated
financials of the Company for financial year ended March 31, 2025, 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 2024-25
Projects update:

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.

> The following Subsidiaries of the Company have received
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)”

> Other Updates:

• 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.

> Credit Ratings

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

Future Outlook

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.

Capital Expenditure

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.

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, 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).

Debt Securities

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.

Dividend

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)

General Reserve

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

Public Deposits

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.

Committees

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.

Policies / Codes of the Company:

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.

Subsidiaries, Associates and Joint Ventures

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 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, 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.

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 2023-24.

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 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.

Material Unlisted Subsidiaries

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-Policv%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 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_310325_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. 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) 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 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
for continuation of his office as a Whole-time Director, upon
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.

Whole-Time Key Managerial Personnel

Mr. Satish Parakh, Managing Director, Mr. Ashish Katana,
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 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 / re¬
appointment. 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
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.

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

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.

Directors’ Responsibility Statement

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 the
Profit of the Company for the year ended on that date;

> They have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance

with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and
other irregularities;

> 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.

Auditors and Auditors’ Reports

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. 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:

Clause No. vii (a) of ANNEXURE 1 - STATEMENT ON
MATTERS SPECIFIED IN PARAGRAPHS 3 AND 4 OF
THE COMPANIES (AUDITOR’S REPORT) ORDER, 2020

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,
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

Your 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 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 2025-26
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 the
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 as
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 Company to hold office for the first
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.

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 and 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 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.

TRANSFER OF SHARES 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.

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 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

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
may be guilty in relation to the Company.

SUCCESSION PLANNING

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.

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/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.

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. 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.

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 31^st March 2025 is available on the Company’s
website at https://www.ashokabuildcon.com/files/investors/
financial-info/Form MGT 7 Web.pdf

Corporate Social Responsibility

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.

Policy on prevention of sexual harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013

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 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
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 including
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.

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 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.

MATERNITY BENEFIT PROVIDED BY THE COMPANY
UNDER MATERNITY BENEFIT ACT 1961

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.

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 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.

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

Foreign Exchange Earnings and Outgo

Foreign Exchange earnings and outgo during the year under
review 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, 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 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/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 ofyour 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.

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 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

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.

Cautionary Statement:

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.

For and on behalf of the Board of Directors

Sd/-

(Ashok Katariya)

Chairman
DIN:00112240

Place: Mumbai
Date: August 11, 2025