Directors Report of Afcons Infrastructure Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the Forty-Ninth (49^th) Annual Report of the Company, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2025 ("year under review").

1. FINANCIAL RESULTS

The summary of the financial results of the Company for the year under review are as follows:

Particulars	Consolidated (' in Cores)		Standalone (' in Crores)
Â	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Revenue from Operations and other Income (Total Income)	13,022.77	13,646.88	12,966.66	13,285.34
EBITDA	1,661.80	1,583.14	1,759.15	1,571.43
Profit before tax	710.01	672.62	809.30	664.94
Total tax expense	223.22	222.86	223.17	222.82
Profit after Tax	486.79	449.76	586.13	442.12
Profit for the year attributable to: Owners of the Company	486.81	449.76	586.13	442.12
Retained earnings - Opening balance	2,870.07	2457.66	2,453.02	2,048.25
Add: Profit for the year	486.81	449.76	586.13	442.12
Less: Other items classified to other comprehensive income	(5.74)	(8.51)	(5.74)	(8.51)
Less: Dividend on Equity	(32.33)	(28.79)	(32.33)	(28.79)
Less: Dividend on Preference Shares	(0.04)	(0.05)	(0.04)	(0.05)
Retained earnings - Closing balance	3,318.77	2,870.07	3,001.04	2,453.02

2. OPERATIONS AND BUSINESS PERFORMANCE

The details of the Company’s affairs, including its Operations and Business Performance are detailed below:

(a)    Standalone Results

Your Company has achieved total income of ' 12,966.66 Crores for the year compared to the previous year’s ' 13,285.34 Crores showing decrease of 2.40%. The Profit before Tax for the year was ' 809.30 Crores compared to ' 664.94 Crores in the previous year resulting in increase of 21.71%. The Profit after Tax for the year was ' 586.13 Crores compared to ' 442.12 Crores in the previous year resulting in an increase by 32.57%.

(b)    Consolidated Results

Your Company achieved total income of ' 13,022.77 Crores for the year compared to the previous year’s ' 13,646.88 Crores showing decrease of 4.57%. The EBIDTA for the year was ' 1,661.80 Crores compared to ' 1,583.14 Crores in the previous year resulting in an increase by

4.97%. The Consolidated Profit before Tax for the year was ' 710.01 Crores compared to ' 672.62 Crores in the previous year resulting in an increase of 5.56%. The Consolidated Profit after Tax for the year was ' 486.79 Crores compared to ' 449.76 Crores in the previous year resulting in an increase by 8.23%.

During the year, the Company, on a Consolidated basis, bagged new orders valued around ' 15,960 Crores. The pending order book of the Company as on 31^st March 2025 stood at ' 36,869 Crores (excluding L1 Projects of '10,628 Crores).

(c) Transfer to General Reserve

During the year under review, your Company has not transferred any amounts to the General reserve. For complete details on movement in Reserves and Surplus during the financial year ended 31^st March, 2025, please refer to the 'Statement of Changes in Equity’ included in the standalone and consolidated financial statements of this Annual Report.

(d)    During the year under review, the following major

works were completed:

i.    Rehabilitation & Improvement of Water Supply System in Zanzibar- LOT 2 at Tanzania of Zanzibar Water Authority.

ii.    Construction of Single Standard Gauge Railway line from Tema to Akosombo on Engineering Procurement and Construction (EPC) Basis of Ghana Railway Development Authority.

iii.    Construction of elevated viaduct and 9 Nos. elevated station, Phase I of Kanpur, Uttar Pradesh of Lucknow Metro Rail Corporation Limited.

iv.    Design and construction of an underground section from Howrah Maidan station to west end of central Station for Kolkata Metro Rail Corporation Ltd.

v.    Design and Construction of Elevated Viaduct of length 2.607 km between Gaddigodam to Sitabuldi (excluding stations) and railway span near Gaddigodam, viaduct and road cum rail flyover (double decker) of length 4.065 km including approach ramps on BOQ basis (excluding stations) in Reach-2, Nagpur of Maharashtra Metro Rail Corporation Limited.

vi.    Design, Development, Operation & Maintenance of Smart Streets and elevated Smart Corridor including Beautification of Streets, Streetscape Design, Landscaping and intersection Redesign in Tirupati under Smart Cities mission of Tirupati Smart City Corporation.

(e)    During the year under review, the Company has

secured/ bagged the following major Contracts:

i.    Construction    of 150.6 M    high concrete

gravity dam and appurtenant works across river Gola of Jamrani dam project in district Nainital, Uttarakhand for Uttarakhand Project Development and Construction Corporation Limited of ' 2,021.99 Crores.

ii.    Construction    of Four Lane    Bridge across

Dharamtar    Creek with    Approaches

connecting Revas to Karanja on Revas-Redi Coastal Highway (MSH-04) in Raigad,

Maharashtra on EPC Mode for Maharashtra State Road    Development Corporation

Limited (MSRDC) of ' 2,478.42 Crores.

iii.    Construction of water conveyance tunnel

from Kasheli (Bhiwandi) to Mulund (Octroi Naka)    for    Brihanmumbai Municipal

Corporation (BMC) of ' 1,947.35 Crores.

iv.    Design & Construction of Elevated Road from NH4 to Katai Naka, Thane, Maharashtra for Mumbai Metropolitan Region Development Authority (MMRDA) of ' 1,981.17 Crores.

v.    Design & Construction of Creek Bridge from Kasarvadavli Thane to Kharbav Bhiwandi, Thane, Maharashtra for Mumbai Metropolitan Region Development Authority (MMRDA)of ' 1,525.31 Crores.

vi.    Design and Build Contract for Development of Container terminal at Tuna Tekra, Kandla, Gujarat, India [Package-!] for Hindustan Gateway Container Terminal Kandla Private Limited of ' 1,283 Crores.

vii.    Civil works including HM works for construction of 130.6m high Concrete gravity Dam across river Song of Song Dam project, Dehradun, Uttarakhand for Uttarakhand Project Development and Construction Corporation Limited of '1,274 Crores.

viii.    BH05 part Design of Construction of elevated viaduct 12.9 km and depot line 0.9 km 13 stations for Bhopal Metro Rail Project for Madhya Pradesh Metro Rail Corporation Limited (MPMRCL) of ' 1,006.74 Crores.

ix.    Infrastructure work on EPC basis in India for Defence Research and Development Organisation (DRDO) of ' 919.10 Crores.

x.    Design and Construction of Elevated Viaduct and 10 Elevated Stations (excluding architectural finishes, building services, link bridges and entry-exit structure from chainage +60 m to chainage + 10640 m. of Phase II for Kochi Metro Rail Limited of ' 967 Crores.

xi.    EPC project of a Multi-Purpose Quay & Direct Shipping Ore (DSO) Harbour at Buchanan, Liberia for ArcelorMittal Liberia Limited of ' 557 Crores.

xii. Civil Works of "Module factory for Train 2, Box culvert and FW pump house, Stilling basin, Kirloskar yard development, FW tank, Pipe rack & Pipe bridge and 33kva cable trench" at PV factory, Civil works for Effluent Treatment Plant, Civil works for "Sub-Station Building (2 Nos.), Horton sphere foundation" at Polysilicon Plant, UG piping fabrication & laying including associated civil work for Train-! (5 GW), Mechanical Works of Offsite and Utilities of Train 1, PV Manufacturing Complex, Reliance, Jamnagar for Reliance Industries Limited of ' 369.12 Crores.

(f) During the year under review, the Company has emerged as Lowest (L1) bidder for following Projects:

i.    Construction of Nagpur - Gondia Access Controlled Super Communication Expressway in the State of Maharashtra on EPC Mode - Package NG-01 from km 0+000 Gavasi Tq. Nagpur (Rural) to km 29+400 Chanoda Tq. Kuhi Dist. Nagpur for Maharashtra State Road Development Corporation Ltd.of ' 2,599 Crores.

ii.    Construction of Nagpur - Gondia Access Controlled Super Communication Expressway in the State of Maharashtra on EPC Mode - Package NG-02 from km 29+400 Chanoda Tq. Kuhi Dist. Nagpur to km 58+850 Thana Tq. Dist. Bhandara for Maharashtra State Road Development Corporation Ltd of '2,849 Crore.

iii.    Construction of Access Controlled Pune Ring Road (East) in the State of Maharashtra on EPC Mode Package PRR E5 from Km.72+335 Valati, Taluka Haveli to Km.81+900 Sonori, Taluka Purandar, District Pune (Length-9.565Km) for Maharashtra State Road Development Corporation Ltd. of ' 2,718.50 Crores.

iv.    Construction of Access Controlled Pune Ring Road (East) in the State of Maharashtra on EPC Mode Package PRR E7 from Km.97.900 Garade, Taluka Purandar to Km.104.140 Shivhare, Taluka Bhor, District Pune (Length-6.240Km) for Maharashtra State Road Development Corporation Ltd. of ' 2,068.70 Crores.

v. Water Supply Project for 353 Villages (Chikhli, Simalwara, Jhonthary & Galiyakot Block) of District Dungarpur of Rajasthan, from Kadana Back Water (Mahi Dam) Package-0! (Intake well, WTP and including entire transmission system up to OHSR’s) under JJM with Operation and Maintenance for Ten (!0) Years after Defect Liability Period of One (!) Year, for Public Health Engineering Department (PHED) Rajasthan to be executed through AFCONS-HINDUSTAN JV of ' 393 Crores.

3. INITIAL PUBLIC OFFERING OF EQUITY SHARES ANDUTILISATION OF ISSUE PROCEEDSa.    Initial Public Offering

During the year under review, the Company made an Initial Public Offering ('IPO') aggregating to ' 5,430 Crores comprising of 11,73,27,139 equity shares. The issue comprised of a fresh issue of 2,70,46,362 equity shares aggregating to IPO proceeds of ' 1,250 Crores (i.e. face value of ' 10 per share and securities premium of '409/- on 5,10,592 equity shares allotted under employee reservation and '453/- per share on 2,65,35,770 equity shares allotted to others) and an Offer for Sale ("OFS") of 9,02,80,777 equity shares aggregating to proceeds of ' 4,180 Crores (i.e. face value of ' 10 each per share and share premium of ' 453/- per share). Pursuant to the IPO, equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) (Stock Exchanges) on 4^th November, 2024.

b.    Proceeds from the IPO

The net proceeds of IPO have been partially utilised during FY 2024-25, in line with the objects of the offer. The details of the utilisation of issue proceeds of the IPO are submitted to Stock Exchanges on a quarterly basis and are available on their websites. As on 31^st March, 2025, there was no deviation in utilisation of the issue proceeds from the objects stated in offer documents and submitted to Stock Exchanges.

The Company's share of total offer expenses are ' 35.37 Crores. The details of IPO proceeds ' !,250 Crores (net of IPO expenses of ' 35.37 Crores) which were utilised as at 31^st March, 2025 are summarised in table below.

Objects of the issue as per the prospectus	Amount to be utilised as per the prospectus	Utilised amount upto 31st March, 2025	Unutilised amount upto 31st March, 2025 *
a. Capital Expenditure towards purchase of construction equipments	80.00	28.33	51.67
b. Funding towards working capital requirements	320.00	320.00	-
c. Prepayment or scheduled repayment of a portion of certain outstanding borrowings and acceptances availed by our Company	600.00	600.00	Â
d. General Corporate Purposes (GCP) (Net of Issue expenses)**	214.63	214.63	-
Total utilisation (a+b+c+d)	1,214.63	1,162.96	51.67
*The IPO Proceeds of ' 51.67 Crores which were unutilised as at 31st March, 2025 were temporarily invested in fixed deposits of scheduled commercial banks. ** During the quarter ended 31st March, 2025, Net proceeds were revised from ' 1,206.12 Crores to ' 1,214.63 Crores as issue expenses has been revised from ' 43.88 Crores to ' 35.37 Crores, Unutilised issue expenses of ' 8.51 Crores were added to GCP Hence GCP has been revised from ' 206.12 Crores to ' 214.63 Crores.

4.    SHARE CAPITALa.    Authorised Share Capital

As at 31^st March, 2025, Authorised Share Capital of the Company is ' 1750 Crores divided into 100,00,00,000 equity shares of ' 10/- each aggregating to ' 1000,00,00,000/- (Rupees One Thousand Crores only) and 75,00,00,000 Preference shares of ' 10/- each aggregating to ' 750,00,00,000/- (Rupees Seven Hundred and Fifty Crores only).

b.    Change in the Issued, Subscribed and Paid-up Share Capital

During Financial Year ("FY") 2024-25, pursuant to the fresh issues of equity shares under IPO, the Issued, Subscribed and Paid-up Equity share capital of the Company was increased by ' 27,04,63,620/- resulting in a total paid-up share capital of ' 3,67,78,46,310/- as on 31^st March, 2025.

During the year under review, your Company has not issued any shares with differential rights, sweat equity shares and /or Preference shares.

5.    PROMOTERS

During the year under review, in connection with the IPO of the Company, the Board of Directors via circular resolution approved on 31^st July, 2024 has identified Mr. Shapoorji Pallonji Mistry, Mr. Firoz Cyrus Mistry and Mr. Zahan Cyrus Mistry as the Promoters of the

Company, with effect from 31^st July, 2024, in addition to the existing Promoters namely, Shapoorji Pallonji and Company Private Limited, Goswami Infratech Private Limited and Floreat Investments Limited.

6. DIVIDEND

The Directors are pleased to recommend a Dividend of ' 2.50/- per equity share of face value of ' 10/- each (25%) for the financial year ended 31^st March, 2025 on paid-up share capital of the Company. The Dividend is subject to the approval of the Members at the 49^th Annual General Meeting. The dividend of ' 2.50/- per equity share of ' 10/- each will result in dividend outlay of ' 91.95 Crores. In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company shall make the payment of the dividend after deduction of tax at source.

Dividend is subject to approval of members at the ensuing Annual General Meeting ("AGM") and deduction of income tax at source. The dividend, if approved by the members, would be paid to those members whose name appear in the Register of Members as on the Record Date mentioned in the Notice convening the AGM. The Dividend payment is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board of Directors of the Company which is in line with regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015

("SEBI Listing Regulations"). There was no change in Dividend Distribution Policy during the year under review. The Policy is uploaded on the Company’s website at www.afcons.com/sites/default/files/2024-12/ dividend—dstribution-policy-revised 0.pdf.

7.    FINANCE

a.    During the Year under review, the Company issued Commercial Papers amounting to ' 75 Crores matured and the same were repaid on 24^th December, 2024.

b.    The Company has not defaulted on the payment of any dues to the financial lenders.

c.    During the year, Crisil Ratings Limited ("CRISIL") has assigned long term rating of Crisil AA-/ Stable for the total Bank-loan facilities of the Company and has assigned rating of Crisil A1 + for commercial paper. Pursuant to the aforesaid rating by CRISIL, your Company had requested ICRA (erstwhile Credit Rating Agency) to withdraw their rating for Company’s Bank loan facilities as well as Commercial Paper. In this connection, rating rationale dated March 31, 2025 was published by ICRA towards withdrawal of their credit rating for the Company’s commercial paper.

d.    During the year under review, the Company has not accepted or renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposit) Rules, 2014. The requisite return for the FY 2024-25, with respect to the amount(s) not considered as deposit has been filed. Hence, the details relating to unclaimed deposits as required to be furnished in compliance with Chapter V of the Act are not applicable.

8.    SUBSIDIARIES / ASSOCIATE / JOINT VENTURE

(a) During the year under review:

(i)    The Company, in joint venture with local saudi partner, and has incorporated Subsidiary in the Kingdom of Saudi Arabia in the name of Afcons Contracting Company. The commercial registration was received on 1^st August, 2024. The Company has subscribed to 9000 (90%) equity shares of SAR 100 each of Afcons Contracting Company.

(ii)    Afcons Overseas Singapore Pte. Ltd., a Subsidiary of the Company, became a

Wholly Owned Subsidiary of the Company consequent to the acquisition of the balance 500 (0.99%) Ordinary Shares.

(iii)    The Company is in the process of closing down Afcons Infra Projects Kazakhstan LLP, a step down entity of the Company in the Republic of Kazakhstan.

(iv)    Pursuant to the completion of Bangladesh project, Ircon Afcons Joint Venture was wound up on 30^th September, 2024.

(b)    During the FY 2024-25, the Company has 12 Subsidiaries (including foreign and step-down subsidiaries), 1 Joint Venture Company and 15 unincorporated Joint Ventures (Joint Operations) [including Ircon-Afcons Joint Venture upto 30^th September, 2024].

(c)    Pursuant to the provisions of section 129 of the Act and other applicable provisions, if any, of the Act read with Rule 5 of Companies (Accounts) Rules, 2014 a separate statement containing salient features of the financial statements of the Company’s Subsidiaries, Associate company and joint venture in Form AOC-1 is annexed to the Financial Statement of the Company.

(d)    The Consolidated Financial Statements presented by the Company include financial statement of the Subsidiaries, Associate Company (i.e. Joint Venture Company) and Joint Ventures (Joint Operations) prepared in accordance with the applicable accounting standards.

(e)    In accordance with Section 136 of the Act and the Rules framed thereunder, the Audited Financial Statement, including the Standalone and Consolidated Financial Statements and the related information of the Company as well as the Audited Financial Statement of the Subsidiary Companies, are available on the website of the Company at https://www.afcons.com/en/annual-report.

(f)    The Audited Financial Statement of the Subsidiary Companies are not attached with the Financial Statements of the Company. The Company will make available the Financial Statements of the Subsidiary Companies and the related information to any Member of the Company who may be interest in obtaining the same.

(g)    The Company has formulated a policy on identification of material subsidiaries in

accordance with Regulation 16(1)(c) of the SEBI Listing Regulations and the same is placed on the Company’s website at https://www.afcons.com/ en/policies-of-company. As at 31^st March, 2025, Afcons Singapore Pte. Ltd. is material Subsidiary of the Company.

(h) There are no material changes in the nature of business of the Company or any of its Subsidiaries, Associate Company (i.e. Joint Venture Company) and Joint Ventures (Jointly Control Operations).

9.    REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, Link Intime India Private Limited, Registrar and Share Transfer Agent ("RTA") of the Company has changed its name to 'MUFG Intime India Private Limited’ ("MI I PL") with effect from 31^st December 2024. MIIPL is now the RTA of the Company.

10.    CORPORATE GOVERNANCE REPORT

Your Company, being a value driven organisation, believes in coherent and self-regulatory approach in the conduct of its business to achieve the highest levels of good corporate governance practices.

In terms of Regulation 34 of the SEBI Listing Regulations, the Corporate Governance Report, together with a certificate from M/s. Parikh Parekh & Associates, Practicing Company Secretary (ICSI Firm Registration Number P1987MH010000) confirming compliance with the Corporate Governance are set out and forms part of this Annual Report.

11.    MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms part of this Annual Report.

12.    BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") on initiatives taken from environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and is also available on the Company’s website https://www.afcons.com/en/ annual-report.

13.    CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical. The Company has framed Corporate Social Responsibility (CSR) Policy. The Company has amended the CSR Policy vide board meeting dated 20^th March 2025. The policy is available on the website of the Company at https://www.afcons.com/en/policies-of-company.

Pursuant to the provision of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and based on the average net profit of the Company, determined as per the provision of the Act, and after taking into consideration the excess CSR spending of the previous years which was available to the Company for set-off, the Company was required to undertake CSR expenditure of ' 3.74 Crores on CSR activities during the period under review. Against this, the Company has spent '2.84 Crores during the period under review and the unspent amount of ' 0.90 Crores related to the ongoing CSR project activities of the Company which is expected to be completed in the next 3 financial years and the same been deposited in a separate unspent CSR bank account opened with a scheduled bank before the due date, thereby complying with the requirements of Section 135 of the Act.

The detailed report on the CSR activities is annexed as "Annexure I" and forms part of this Report.

14.    DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY

The Board of the Company is duly constituted in accordance with the requirements of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations.

i.    Your Board comprises of 10 Directors (i.e., 3 Executive Directors, 5 Independent Directors and 2 Non-Executive Non-Independent Directors).

ii.    Mr. Subramanian Krishnamurthy, Executive Vice Chairman, Mr. Srinivasan Paramasivan, Managing Director, Mr. Giridhar Rajagopalan, Deputy Managing Director, Mr. Ramesh Kumar Jha, Chief Financial Officer and Mr. Gaurang Parekh, Company Secretary are the Key Managerial Personnel ("KMPs") as per provisions of the Act. There has been no change in KMP during the year under review.

iii.    Pursuant to the recommendation of the Board of Directors, the Members at the (48^th) AGM held on 13^th August, 2024 have regularised the appointment of Mr. Sitaram Kunte (DIN: 02670899), Mr. Anurag Sachan (DIN: 08197908), Ms. Rukhshana Mistry (DIN: 08398795), Mr. Atul Sobti (DIN: 06715578) and Mr. Cherag Balsara (DIN: 07030974) as Independent Directors of the Company, not liable to retire by rotation for a term of 5 (five) consequent years.

iv.    Mr. Giridhar Rajagopalan’s term as a Whole-time Director designated as Deputy Managing Director of the Company expires on 30^th June, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended his re-appointment for a tenure of Two (2) years commencing from 1^st July, 2025 to 30^th June, 2027. A resolution seeking Members approval for his re-appointment forms part of the Notice of the 49^th AGM.

v.    Mr. Subramanian Krishnamurthy, (DIN: 00047592), Executive Vice Chairman of the Company and Mr. Srinivasan Paramasivan (DIN: 00058445), Managing Director of the Company are liable to retire by rotation at the ensuing 49^th AGM of the Company and being eligible, offer themselves for re-appointment. The Board of Directors, based on the recommendation of Nomination and Remuneration Committee, has recommended their re-appointment.

vi.    Information as required under the Act and the Secretarial Standards on General Meeting ("SS-2") issued by the Institute of Company Secretaries of India, in respect of appointment of Directors seeking appointment / reappointment at this AGM is disclosed in the Notice of the said AGM.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

In terms of the provisions of sub-section (3) of Section 178 of the Act and SEBI Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Nomination and Remuneration Policy dealing with the criteria for determining the qualification, positive attributes, independence and other matters for the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. Further

the assessment and appointment of the members to the Board is based on a combination of criteria that includes personal and professional stature, domain expertise and specific qualifications required for the position. The potential independent board member is also assessed on the basis of independence criteria as per Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The said Policy is available on the Company’s website i.e. https://www.afcons.com/en/policies-of-company. The remuneration paid to the Directors of the Company is as per the terms laid out in the Nomination and Remuneration Policy.

16. STATEMENT ON EVALUATION OF PERFORMANCE OF DIRECTORS

During the year under the review, in compliance with the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of the Board, Committees of the Board, the Individual Directors and the Chairman of the Company. The evaluation was carried out through system driven structured questionnaire taking into consideration various aspects of the Board’s functioning and discharge of fiduciary duties by the Board, time devoted by the Board to the Company’s long term strategic issues, quality and transparency of Board discussions, timeliness of the information flow between Board members and management, Board’s effectiveness in disseminating information to shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

The Independent Directors meet at least once in a year. During the year under review, one (1) meeting of Independent Directors was held on 10^th March, 2025, without the presence of Executive Directors or Management representatives, whereat the Independent Directors reviewed the performance of the Board of Directors as whole, performance of the Non-Independent Directors (both Non-executive and Executive) and performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and also assessed the quality, quantity and timeliness of the flow of information between the Company’s Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform its duties.

17.    DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declaration of independence, as stipulated under section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, from all the Independent Directors confirming that he/ she:

i)    meet the criteria of independence as prescribed under Section 149(6) of the Act and under Regulation 16(1)(b) of the SEBI Listing Regulations;

ii)    continues to comply with the Code of Conduct laid down under Schedule IV of the Act;

iii)    is registered in the Independent Director's Databank maintained by Indian Institute of Corporate Affairs (IICA); and

iv)    has in terms of section 150 of the Act read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules 2014, undertaken / exempted from undertaking the online proficiency self-assessment test conducted by the IICA.

Further, pursuant to Section 164(2) of the Act, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director. Also, your Board is of the opinion that the Independent Directors of the Company possess integrity, requisite expertise, experience and proficiency and the details thereof are given in the Corporate Governance Report.

Accordingly, based on the declarations received from all Independent Directors, the Board has confirmed that Independent Directors of your Company fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of management.

Your Company issued formal letter of appointment to the Independent Directors at the time of their appointment. The terms and conditions of the appointment of Independent Directors are available on the Company’s website at https://www.afcons.com/ en/reg-46-of-lodr.

18.    DISCLOSURE OF EMPLOYEES REMUNERATION

The prescribed particulars of the employees and disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as "Annexure II". During the year, the Company had 3892 (Previous Year 4041) permanent employees.

The statement containing particulars of top 10 employees and particulars of employees as required

under Section 197(12) of the of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report. In terms of sub-section (1) of Section 136 of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection by any Member interested in obtaining a copy of the same may write to the Company at [email protected].

19.    PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required to be given under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in "Annexure III" forming part of this Board Report.

20.    MEETINGS OF THE BOARD

During the period under review, ten (10) meetings of the Board of Directors were held during the FY 202425. The details of the meetings of the Board, are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations.

21.    BOARD COMMITTEES

In compliance with the provisions of the Act read with Rules framed thereunder and the SEBI Listing Regulations, your Board has constituted requisite Committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholder's Relationship Committee, Corporate Social Responsibility and Sustainability Committee, Risk Management Committee and Committee of Directors. The Company had also constituted IPO Committee and Committee of Independent Directors, for matters related to Initial Public Offering of the Company which stands dissolved with effect from 23^rd November, 2024.

The composition of all such Committees, number of Meetings held during the year under review, brief terms of reference, etc. are given in details in the Corporate Governance Report which forms part of this Annual Report. The minutes of the meetings of all Committees are circulated to the Board for discussion and noting.

During the year under review, all recommendations of the Committees were accepted by the Board.

22.    DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Act, your Directors hereby state and confirm that:

a.    In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

b.    They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31^st March, 2025 and of the profit of the Company for that period;

c.    They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d.    They had prepared the annual accounts on a going concern basis;

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

f.    They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23.    FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the Listing of the Company and in terms of Regulation 25(7) of the SEBI Listing Regulations, the details of familiarisation programme for the Independent Directors are mentioned in Corporate Governance Report which forms part of this Report and the said details are also hosted on the website of the Company at https://www.afcons.com/en/policies-of-company.

24.    DIRECTORS AND OFFICERS LIABILITY INSURANCE (D&O)

Pursuant to Regulation 25(10) of the SEBI 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.

25.    SUCCESSION PLANNING

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

26.    QUALITY, HEALTH, SAFETY & ENVIRONMENT

The Company firmly believes that the pursuit of excellence is one of the most critical components for a competitive success. With Quality, Health, Safety & Environment being an essential part of the Company’s policy, it strives to deliver services by maintaining the highest level of Quality, Health, and Safety & Environmental Standards.

The policy of the Company is to conduct its construction business through an established Quality, Health, Safety & Environmental (QHSE) Management System, which aims to achieve customer satisfaction and, in the process, a continual improvement of Company’s competencies and competitiveness.

The Company is certified for ISO 9001:2015 for Quality management System, ISO 14001:2015 & ISO 45001:2018 for Occupational Health Safety & Environment Management System. All the three systems are well established, documented, implemented, and maintained across the Company.

The Company has a commendable record in terms of safety at our various project sites and has received awards as well as appreciation letters from our clients, which are detailed below:

A. International Safety Awards:

i.    International Safety Awards by British Safety

Council (BSC) for following projects:

•    Mokamma Railway Bridge Project: Distinction

•    Delhi Meerut RRTS, NCRTC - PKG-8: Merit

ii. International Safety Awards (SILVER Category) by Royal Society for the Prevention of Accident (RoSPA) Health and safety award for Delhi Meerut - NCRTC RRTS PKG: 6

B. National Safety Awards:

i.    Safety Shield for excellence in Safety by National safety council (NSC) awarded to Liberia project.

ii.    National Safety Rating - Star Award 2024 by NSC for the following Projects -

a.    Liberia - Five Golden Star Safety rating award

b.    Maldives - Four Golden Star Safety rating award

c.    Bangalore Metro - Four Golden Star Safety rating award

d.    Lonavala - Three Golden Star rating award

e.    RVNL-Kolkata - Three Golden Star rating award

f.    Kochi - Three Golden Star rating award

g.    Koshi Bridge - Three Golden Star rating award

h.    Bhanupali Bilaspur Beri Rail project -Three Golden Star rating award

iii.    Agra UG Metro Project awarded with" Long

Term Planned Intervention Safety Culture Transformation Award    in Construction

Sector" 9^th Annual BBS Conference with IIM Mumbai (Supported by NSC India).

iv.    ICC Champions Trophy    for Environment

Excellence by Indian Chambers of Commerce Kolkata to MAHSR-C2 Project.

v.    ICC Environment Excellence Gold Award by Indian Chambers of Commerce Kolkata to Agra UG Metro Rail Project.

vi.    3^rd CII Northern Region    Green Practices

awards waste management champion by Confederation of Indian Industry (CII Awards) to following projects:

a.    NCRTC Package - 8

b.    Kanpur Metro Rail Project

c.    DMCR DC-05

vii.    Agra UG Metro Project (4562) won the National HSE Excellence Award 2024 in 'Large Enterprise - Construction Sector’ category in Global Safety Summit 2024 (GSS) at the 12^th World Safety Summit organized by Fire & Safety Forum in association with United Nations Global Compact Network India.

viii.    Construction OHSE Excellence award from World safety Organisation (WSO) - National Office for following projects:

a.    UG Metro KNPCC package: 6

b.    Bhanupali, Bilaspur & Beri New Rail line, Package: 4

c.    Delhi Meerut - NCRTC Pkg: 6

d.    Jaipur Metro UG Package - 1C

ix.    Environment Excellence award (Silver) from World Safety Organization (WSO) to Bangalore Metro Rail Project.

x.    Railway Safety Excellence award to MAHSR C-2 from World Safety Organization (WSO)

xi.    ICC -Silver award for Environment Excellence by Indian Chambers of Commerce Kolkata to UG Metro KNPCC 06, Kanpur

xii.    India Green Award for the following Projects :

a.    NCRTC Package 8: The Green Innovation

b.    Kanpur Metro Rail Project: The Green Excellency Award in Environment Management Metro Project

c.    DMRC DC-05: The Green Commercial Project of the year.

These milestones are the reflections of the strict HSE standards followed at the worksite and the commitment of AFCONS management towards Quality, Health, and Safety & Environment.

27. AWARDS AND RECOGNITIONS

During the year under review, the Company and its Management has received several awards and recognitions, some of which are detailed below:

a. Dual success at CIDC Awards

Afcons won award at the 15^th CIDC Vishwakarma Awards in New Delhi on 4^th April, 2024. The Nagpur Metro Reach-2 project won the award in the Best Construction Projects category.

b.    Best Sustainability Project Award for Ahmedabad Metro

Ahmedabad Elevated Metro project won the Best Sustainability Project Award at the Bharat CSR & Sustainability Summit & Awards 2024. The Bharat CSR & Sustainability Summit & Awards 2024 is a prestigious gathering of professionals, thought leaders, and innovators in the field of CSR & Sustainability, exploring the latest trends, knowledge sharing, and celebrating excellence.

c.    MD honoured as India's Impactful Infra Leader

Managing Director Ms. S. Paramasivan has been honoured with India’s Impactful Infra Leader Award at the Times Now India Infra Transformation Summit 2024. The summit, themed "Future-Ready Infrastructure: Roadmap to India 2047".

d.    NDTV InfraShakti Award

Afcons won NDTV InfraShakti Award 2024 in the 'Transport Trailblazer’ category for the construction of the Chenab Railway Bridge Project in Jammu and Kashmir. The award acknowledges Afcons’ phenomenal achievement in constructing the bridge in one of the most isolated, challenging, and sensitive areas of the country, providing a critical link to the Udhampur-Srinagar-Baramulla Rail Link project.

e.    Employee Choice Award

Afcons won the Ambition Box Employee Choice Award 2024 (ABECA). It has been ranked in top 3 construction companies in 'Mid-Sized Companies category’. ABECA is India’s largest employee choice awards and recognises companies prioritising employee well-being and promoting a supportive workplace culture.

f.    Success at Construction World Global Awards

Afcons was declared as the Second-fastest Growing Construction Company in the Ultra Large Category at the Construction World Global Awards 2024. The Company was also awarded for its position in ENR’s top 150 international contractors for 2024.

g.    Afcons honoured as the Best Private Sector Global Infra Company

Afcons won the 'Atal Shastra Markenomy -BEST Private Sector Global INFRA Construction Enterprise of INDIA’ Award at the 9^th Atal Shastra Markenomy Awards 2024.

h.    Dual success at ET Infra Awards

Afcons won two prestigious awards at the ET Infra Leadership Summit and Awards, held in New Delhi on 13^th December, 2024. The East-West Metro, Kolkata, received the award for Excellence in Transportation Infrastructure - Railways, while the Maharashtra Samruddhi Mahamarg PKG-14 secured the award for Excellence in Transportation Infrastructure - Roads & Highways.

i.    Chenab Bridge wins Iconic Project of the Year award

Chenab Railway Bridge project received the Iconic Project of the Year Award at the Construction Times Awards 2024, held at the prestigious BAUMA CONEXPO in Greater Noida.

j.    Outstanding Tunnel Structure Award for RRTS PKG-8

Delhi-Meerut RRTS PKG-8 project won the Outstanding Tunnel Structure award at the 3^rd CE & CR Awards 2024, held in New Delhi.

28. AUDITOR AND AUDITOR'S REPORT

(a) Statutory Auditors and their Report

i.    Deloitte Haskins & Sells LLP Chartered Accountants (ICAI Firm Registration No.117366W/W-100018) ("DHS") have been appointed as one of the Joint Statutory Auditors of the Company for a first term of five years effective from the Forty- Sixth (46^th) AGM held on 29^th September, 2022 till the conclusion of the Fifty-First (51^st) AGM to be held in the calendar year 2027. DHS have provided their respective consents, certificates and declarations as required under Section 139 and 141 of the Act and Companies (Audit and Auditors) Rules, 2014.

ii.    HDS & Associates LLP Chartered Accountants (ICAI registration no. W100144) ("HDS") have been appointed as one of the Joint Statutory Auditors of the Company for a second term of five years effective from the Forty-Fifth (45^th) AGM held on 27^th September, 2021 till the conclusion of the Fiftieth (50^th) AGM to be held in the calendar year 2026. HDS have provided their respective consents, certificates and declarations as required under Section 139 and 141 of the Act and Companies (Audit and Auditors) Rules, 2014.

iii.    DHS and HDS being the Joint Statutory Auditors of the Company, have conducted Statutory Audit of the Standalone and Consolidated Financial Statement of the Company for the Financial Year 2024-25.

iv.    The Audited Standalone and Consolidated Financial Statements of the Company for FY 2024-25 along with the Auditors report have been approved by the Audit Committee and the Board of Directors of the Company at their respective meetings held on 23^rd May, 2025. The Statutory Auditor’s Report for FY 2024-25 does not contain any qualification, reservations or adverse remarks. The Notes on the Financial Statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

(b)    Secretarial Auditor and their Report

Pursuant to section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Parikh Parekh & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2024-25. The Report of the Secretarial Auditor is enclosed as "Annexure IV" to this Board Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

(c)    Cost Auditor

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare and maintain cost records and have the cost records audited by a Cost Accountant and accordingly, as per the recommendation of the Audit Committee, the Board of Directors at its meeting held on 14^th June, 2024, appointed M/s. Kishore Bhatia & Associates (Firm Registration No. 00294), a Firm of Cost Accountants as the Cost Auditor of the Company for FY 2024-25 for maintaining such cost accounts and records. The Report of the Cost Auditors for the financial year ended 31^st March, 2025 shall be filed with the Ministry of Corporate Affairs within the prescribed period.

Further, the Board at its meeting held on 23^rd May, 2025, on the recommendation of the Audit Committee, has appointed M/s. Kishore Bhatia & Associates (Firm Registration No. 00294), a Firm of Cost Accountants as the Cost Auditor of the Company for FY 2025-26 under Section 148 and all other applicable provisions of the Act at a remuneration of ' 3,00,000/- plus applicable taxes

and out of pocket expenses at actuals. The Cost Auditor has confirmed that their appointment is within the limits of Section 141 (3)(g) of the Act and they are free from disqualifications as specified under Section 148(3) read with Section 141(4) of the Act. They have further confirmed their independent status and an arm’s length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the Members at the General Meeting for their ratification. Accordingly, a resolution seeking Members’ ratification for the remuneration of M/s. Kishore Bhatia & Associates (Firm Registration No. 00294) FY 2025-26 is included in the Notice convening the AGM.

(d) Reporting of Frauds

None of the Auditors of the Company has identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act during the year under review.

29.    COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with applicable Secretarial Standards.

30.    INTERNAL FINANCIAL CONTROLS

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under section 133 and other applicable provisions, if any, of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company’s internal financial controls ensure the reliability of data and financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

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.

31. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") and other applicable provisions, if any, the Company is required to transfer the amount of unclaimed/unpaid dividend lying with the Company to Investor Education and Protection Fund ("IEPF") established by the Central Government. Also, the shares in respect of which dividend is unclaimed for 7 consecutive years, is required to be transferred to IEPF Authority.

The Company has been regularly sending communications to the Shareholders whose dividends are unclaimed, requesting them to provide/update bank details with the Registrar and Transfer Agent ("RTA")/ Company, so that the dividends paid by the Company are credited to their account in time. Also, all efforts have been made by the Company in co-ordination with the RTA to locate the shareholders who have not claimed their dividend.

Despite several reminders sent to the shareholders vide registered post at their registered postal addresses and through newspaper advertisements calling upon the shareholders to claim their unclaimed dividends, 34 shareholders did not claim dividend aggregating to ' 37,870/- (Rupees Thirty-Seven Thousand Eight Hundred Seventy only) for FY 2017-18, which remained unclaimed for seven years as on 14^th April, 2025. Accordingly, the said unclaimed dividend of ' 37,870/-has been transferred to IEPF Authority.

Further, during the period under review, 3 shareholders holding a total of 480 equity shares (constituting a negligible percentage of the total equity shareholding) did not claim dividend for seven consecutive years from the financial year 2017-18. Accordingly, the unclaimed dividend of ' 37,870/- (Rupees Thirty Seven Thousand Eight Hundred Seventy only) and 480 equity shares have been transferred to IEPF Authority.

Members who have not yet received/claimed their dividend entitlements are requested to contact the Company or the RTA of the Company. Members can claim from IEPF Authority their dividend entitlements

and/or shares transferred to IEPF by following the required procedure and on submission of such documents as prescribed under the IEPF Rules.

32.    PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March 2025, are set out in Notes to the financial statements of the Company.

33.    RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on an arm’s length basis. The Audit Committee has reviewed and approved the said related party transactions during the FY 2024-25. The Company has not entered into any contract/ arrangement/ transaction with related parties that could be considered material in accordance with its policy on materiality of related party transactions or that is required to be reported under Section 134(3)(h) of the Act. Accordingly, Form AOC-2 is not applicable to the Company.

The Company has obtained prior omnibus approval for related party transactions which were of repetitive in nature and entered in the ordinary course of business and on an arm’s length basis. There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large.

A statement giving details of all related party transactions, is placed before the Audit Committee for review on a quarterly basis.

The details of transactions/contracts/arrangements entered into by the Company with Related Parties during the year under review are set out in the Note. 35 of the Standalone Financial Statements and Note. 34 of the Consolidated Financial Statements, respectively forming part of this Annual Report.

During the year under review, the Company revised its Policy on dealing with Related Party Transactions in accordance with the amendments to applicable provisions of law/SEBI Listing Regulations.

The Company’s Policy on dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: https://www. afcons.com/en/policies-of-company.

34.    EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31^st March 2025 in Form MGT - 7, is available on the website of the Company at https://www.afcons.com/en/annual-report. The Annual Return for the financial year ended 31^st March, 2025 shall be filed with the Ministry of Corporate Affairs within the prescribed period.

35.    VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy/Whistle Blower Policy and has established the necessary vigil mechanism, as envisaged under sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of SEBI Listing Regulations to provide a channel to the directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the business ethics of the Company or the leak of UPSI.

The Policy provides for protecting confidentiality of those reporting violation(s) as well as evidence submitted and restricts any discriminatory practices against complainants. The Policy also provides for adequate safeguards and protection against victimisation of persons who avail such mechanism. The Policy also facilitates direct access to the Chairperson of the Audit Committee. The Policy can be accessed on the Company’s website at https://www. afcons.com/en/policies-of-company.

36.    RISK MANAGEMENT

The Company is a global infrastructure major engaged in Engineering, Procurement and Construction ("EPC") business and is exposed to various risks in the areas it operates. In a fast changing and dynamic business environment, the risk of geo-political and economic uncertainties, commodity price variation and currency fluctuation, interest rate fluctuation and cyber threats have increased manifold. The Company’s Risk Management Policy outlines guidelines in identification, assessment, measurement, monitoring, mitigating and reporting of key business risks associated with the activities conducted. The risk management mechanism forms an integral part of the business planning and review cycle of the Company. The Company has formulated and implemented a Risk Management Policy which is available on the website of the Company at https://www.afcons.com/en/policies-of-company. The policy is designed to provide reasonable assurance

towards achievement of its goals by integrating management control into daily operations, ensuring compliance with legal and safeguarding the integrity of the Company’s financial reporting and the related disclosures.

The Company has a mechanism in place to inform the Risk Management Committee and the Board members about risk assessment, minimisation procedures and periodical review thereof. The Risk Management Committee of the Company inter alia reviews Risk Management functions of the Company and ensures appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

The Committee periodically validates, evaluates and monitors key risks and reviews the measures taken for risk management and mitigation. The key business risks faced by the Company and the various mitigation measures taken by the Company are detailed in the Management Discussion and Analysis section which forms a part of this Annual Report.

37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy for protection of the rights of Women at Workplace. An Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy and the Policy is gender neutral.

The Company provides an equal employment opportunity and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. The Company periodically conducts sessions for employees across the organisation to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

The necessary disclosure in terms of requirements of SEBI Listing Regulations in this regard is given below:

a.    No. of complaints filed during the Financial Year : NIL

b.    No. of complaints disposed off during the Financial Year:NIL

c. No. of complaints pending as on end of Financial Year:NIL

38. OTHER DISCLOSURES/REPORTING

a) 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:

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

•    Buyback of shares.

•    Scheme of provision of money for the purchase of Company’s own shares by employees or by trustees for the benefit of employees.

•    Employee Stock Options Scheme.

•    Invitation or Acceptance of fixed deposit from public or shareholders.

•    Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

•    Neither the Managing Director nor the WholeTime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

c)    During the year under review, there is no change in the business activity of the Company.

d)    There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

e)    During the year under review, no application was made or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code).

f)    During the year under review, there has been no instance of one time settlement with Banks or financial institutions, hence the disclosure relating to the details of difference between amount of the valuation done at the time of one time settlement

and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof is not applicable.

39.    NODAL OFFICER

The Company has appointed Mr. Gaurang Parekh, Company Secretary as the Nodal Officer for the purpose of verification of claims filed with the IEPF Authority in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company https://www.afcons.com/en/ investor-services.

40.    SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant / material orders were passed / received by the regulators or the Courts or the Tribunals impacting the going concern status and the Company’s operations in future.

41.    SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Act, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the Members. A member shall be entitled to request for physical copy of any such documents.

42.    ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the government and regulatory authorities, financial institutions, banks, auditors JV Partners, Consortium Partners, customers, vendors, suppliers, subcontractors and all other stakeholders for their valuable continuous support.

The Directors wish to place on record its sincere appreciation for the committed and loyal services rendered by the Company’s executives, staff and workers. Your Directors also would like to particularly thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

---

Mar 31, 2024

Your Directors are pleased to present the Forty-Eighth (48^th) Annual Report together with the Audited Financial Statements for the financial year ended 31^st March 2024.

1. FINANCIAL RFSIIITS

Particulars	Consolidated		Standalone
	'' in Crores		'' in Crores
	31st March 2024	31st March 2023	31st March 2024	31st March 2023
Total Income	13,646.88	12,844.09	13,285.34	12,683.50
Profit/(Loss) before Tax	672.62	599.08	664.94	623.02
Provision for Taxation	207.48	159.64	207.44	184.77
Excess/(short) provision for tax in respect of earlier years	15.38	28.58	15.38	28.58
Profit/(Loss) after Tax (before Minority Interest)	449.76	410.86	442.12	409.67
Minority Interest	0.00	(0.01)	-	-
Profit/ (Loss) for the year	449.76	410.87	442.12	409.67
Balance brought forward from previous years	2457.66	2,059.79	2,048.25	1,640.73
Other items classified to other comprehensive income	(8.51)	(2.10)	(8.51)	(2.10)
Other Adjustment	-	(10.85)	-	-
Profit available for Appropriation	2,898.91	2,457.71	2,481.86	2,048.30
Less: Appropriation
(i) Dividend on Equity	28.79	-	28.79	-
(ii) Dividend on Preference Shares	0.05	0.05	0.05	0.05
(ii) Tax on Dividend		-		-
(iv) Transferred to/(from) Debenture Redemption Reserve		-		-
Balance Carried Forward to Balance Sheet	2,870.07	2,457.66	2,453.02	2,048.25

2. OPERATIONS

(a) Standalone Results

Your Company has achieved total income of '' 13,285.34 Crores for the year compared to the previous year''s '' 12,683.50 Crores showing increase of 4.75%. The Profit before Tax for the year was '' 664.94 Crores compared to '' 623.02 Crores in the previous year resulting in increase of 6.73%. The Profit after Tax for the year was '' 442.12 Crores compared to '' 409.67 Crores in the previous year resulting in an increase by 7.92%.

(b) Consolidated Results

Your Company achieved total income of '' 13,646.88 Crores for the year compared to the previous year''s '' 12,844.09 Crores showing an increase of 6.25%. The EBIDTA for the year was '' 1,583.14 Crores compared to '' 1,373.80 Crores in the previous year resulting in an increase by 15.24%. The Consolidated Profit before Tax for the year was '' 672.62 Crores compared to '' 599.08 Crores in the previous year resulting in an increase of 12.28%. The Consolidated Profit after Tax for the year was '' 449.76 Crores compared to '' 410.86 Crores in the previous year resulting in an increase by 9.47%. All intercompany transactions are netted out at the time of consolidation and hence, the profits and revenues are reduced to that extent. Your Company''s Order book as on 31^st March, 2024 stood at '' 30,961 Crores.

(c) There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

(d) During the year under review, the following major works were completed:

i. Construction of multiple bridges on Katra Dharma section of Udhampur-Srinagar Baramulla Rail Link Project in Jammu & Kashmir of Konkan Railway Corporation Limited.

ii. Construction of Special Bridge across River Chenab at Km 50/800 on the Katra-Laole Section on the Section of the Udhampur-Srinagar Baramulla Rail Link Project in Jammu & Kashmir of Konkan Railway Corporation Limited.

iii. Construction of Elevated Viaduct and 9 Nos. Elevated Station, Phase 1, Kanpur Metro at Kanpur, Uttar Pradesh of Lucknow Metro Rail Corporation Limited.

iv. Development of Infrastructure at Agalega Island, Port of Mauritius of High Commission of India, Mauritius through Rites Limited.

v. Construction of Access Control Nagpur-Mumbai Super Communication Express (Maharashtra Samruddhi Mahamarg), Maharashtra on EPC mode of Package 14 (Tunnel Works) from 623.379 km to 636.479 km of Maharashtra State Road Development Corporation Limited.

vi. Engineering, Procurement, Supply and Construction of LNG Storage Tanks for LNG Import, Storage and Regasification, Terminal at Chhara at Gujarat of HPCL LNG Limited (formerly known as HPCPL Shapoorji Energy Private Limited) awarded to Consortium of the Company with IHI Corporation, Japan.

vii Engineering, Procurement, Supply, Construction and Commissioning of Marine Facilities at Chhara LNG Terminal at Chhara, Gujarat of HPCL LNG Limited (formerly known as HPCPL Shapoorji Energy Private Limited).

(e) During the year under review, the Company has secured/bagged the following Contracts:

i. Design and Construction of 8.65 km long Treated Water Tunnel and allied works from Water Treatment Plant at Jite to Sai village (3.35 km) and from Vindhane village to Mbr Vahal (5.3 km), District -Raigad. (Package-1) of CIDCO, Navi Mumbai of '' 740.97 Crores.

ii. Construction of Tunnelling Works including Testing and Commissioning for Double Line High Speed Railway Using Tunnel Boring Machine (TBM) and New Austrian Tunnelling Method (NATM) between Mumbai Underground Station at Bandra-Kurla Complex (MAHSR KM. 0.773) and Shilphata (MAHSR KM. 21.150) in the State of Maharashtra for the Project for Construction of Mumbai-Ahmedabad High Speed-Rail (Package No. MAHSR-C-2) for National High Speed Rail Corporation Limited of '' 5,422 Crores.

iii. Construction of 4- Lane Elevated (Length: 2.1 KM) from Mithapur to Sipara (along with 2 way ROB at Sipara) and 4 lane At-Grade Road from Ram Govind Singh Mahuli halt to Punpun (Lakshman Jhula) (Length - 2.2 KM.), Total Length of the project 4.3 KM along Eastern side of Railway line from Mithapur - Sipara - Mahuli -Punpun in the State of Bihar on EPC Mode for Bihar State Road Development Corporation Limited of '' 365.49 Crores.

iv. Design and Construction of Twin Tunnel by Shield TBM, Underground Station (Ramganj Chaupar), Cut and Cover Tunnel Box and Underground Ramp from Badi Chaupar dead end of Jaipur Metro Phase-1C Including Entry Exit Structures, Architectural Finishing, Water Supply, Sanitary Installations and Drainage Works at Jaipur, Rajasthan, India for Jaipur Metro Rail Corporation Limited of '' 534.28 Crores.

v. Engineering, Procurement, Construction, Testing, Commissioning, Trial Run and Operation & Maintenance for 10 Years of Indrasagar - I Multi Village Drinking Water Supply Scheme, District Khandwa & Khargone in Single Package on ‘Turn-Key Job Basis'' for Madhya Pradesh Jal Nigam Maryadit of '' 703.94 Crores.

vi. Implementation of Small Development Projects at Agalega for Republic of Mauritius for '' 16.96 Crores.

(f) Projects bagged subsequent to the Financial Year 31^st March 2024

i. Civil Works of “Module factory for Train 2, Box culvert and FW pump house, Stilling basin, Kirloskar yard development, FW tank, Pipe rack & Pipe bridge and 33kva cable trench” at PV factory, Civil works for Effluent Treatment Plant, Civil works for “Sub-Station Building (2 Nos.), Horton sphere foundation” at Polysilicon Plant, UG piping fabrication & laying including associated civil work for Train-1 (5 GW), Mechanical Works of Offsite and Utilities of Train 1, PV Manufacturing Complex, Reliance, Jamnagar for Reliance Industries Limited of '' 369.12 Crores.

ii. Civil Works including HM works for construction of 150.6M high concrete gravity dam & appurtenant works across river Gola of Jamrani Dam Project in district Nainital, Uttarakhand for Uttarakhand Project Development and Construction Corporation Ltd. of '' 2,021.99 Crores.

3. CREDIT RATING

During the year, ICRA has assigned the Company the long term rating of “A (Stable)” and short term rating of “A1”.

4. FILING OF DRAFT RED HERRING PROSPECTUS

Pursuant to the decision of the Board of Directors and the consent of the Members of the Company accorded vide Postal Ballot on 17^th March 2024 to the public issue and listing of equity shares of the Company through initial public offering (“IPO”) in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company has filed a Draft Red Herring Prospectus dated 28^th March, 2024 (“DRHP”) with the Securities and Exchange Board of India, BSE Limited, and National Stock Exchange of India Limited (collectively, “Stock Exchanges”). The proposed IPO is for an amount aggregating to up to '' 70,000 million consisting of Fresh Issuance of Equity Shares for an amount aggregating up to ''12,500 million and an Offer for Sale of Equity Shares by the Selling Shareholder, Goswami Infratech Private Limited (“GIPL”) for an amount aggregating to ''57,500 million..

5. SHARE CAPITAL

(a) During the year under review the Compulsory Convertible Preference Shares of the Company held by Preference shareholders

has been converted into equity shares as detailed below:

i) On 13^th January 2024, the 25,00,00,000, 0.01% Fully and Compulsorily Convertible, Non-Cumulative, Non-Participatory, Preference Shares having face value of '' 10/- (Rupees Ten Only) each aggregating to '' 250,00,00,000/- (Rupees Two Hundred Fifty Crores Only) of the Company held by GIPL has been converted into and allotted 24,65,40,258 equity share of the Company of the face value of '' 10/-.

ii) On 13^th January 2024, 10,00,00,000, 0.01% Non-Cumulative and Non-Profit Participatory Convertible Preference Shares having face value of '' 10/- (Rupees Ten Only) each aggregating to '' 1,00,00,00,000/- (Rupees One Hundred Crores only) held by Floreat Investments Private Limited (“FIL”) has been converted into and allotted 1,46,52,015 equity share of the Company of the face value of '' 10/- each.

iii) On 14^th February 2024, 10,00,00,000, 0.01% Fully and Compulsorily Convertible, Non-Cumulative, Non-Participatory Preference Shares having face value of '' 10/- (Rupees Ten Only) each aggregating to '' 1,00,00,00,000/- (Rupees One Hundred Crores Only) held by Shapoorji Pallonji and Company Private Limited (“SPCPL”) has been converted into and allotted 75,75,758 equity share of the Company of the face value of '' 10/- each.

iv) Pursuant to the aforesaid conversion of the Preference Shares into equity share, GIPL has become the majority shareholder and holding company of the Company and has been categories as Promoter along with existing Promoters namely SPCPL and FIL.

(b) Pursuant to the conversion of the aforesaid Compulsory Convertible Preference Shares of the Company into equity share, the total paid-up share capital of the Company as on 31^st March, 2024 was '' 340,73,82,690/-.

(c) Pursuant to the approval of the Members of the Company, accorded vide Postal Ballot dated 17^th March 2024, the Authorised Capital of the Company has been increased from '' 1,000 Crores to '' 1,750 Crores.

6. DIVIDEND

(a) Goswami Infratech Private Limited (“GIPL”) and Floreat Investments Private Limited (“FIL”) were the holder of the Convertible Preference share of the Company until their conversion into equity shares on 13^th January, 2024. Also, Shapoorji Pallonji and Company Private Limited (“SPCPL”) were the holder of Convertible Preference Shares of the Company until their conversion into equity share on 14^th February, 2024. The Board of Directors of the Company at their meeting held on 14^th June, 2024 have, inter alia, recommended payment of dividend of 0.01% on the said Convertible Preference Shares of the Company to GIPL,FIL and SPCPL (collectively referred to as “Preference shareholders”) for the period from 1^st April, 2023 until their date of the conversion of their respective Convertible Preference Shares (i.e. 13^th January, 2024 for GIPL & FIL and 14^th February, 2024 for SPCPL respectively). The dividend on the Convertible Preference Shares, if declared by the Members at this AGM, will involve a dividend payout of '' 3,61,611/- (Rupees Three Lakhs Sixty One Thousand Six Hundred Eleven Only) to the aforesaid Preference shareholders for the proportionate period of holding during the financial year under review.

(b) The Board of Directors of the Company at their meeting held on 14^th June, 2024 have, inter alia, recommended payment of dividend of 25% [(i.e.'' 2.50/-(Rupees Two Rupees Fifty paisa only) per equity share of the face value of '' 10 (Rupees Ten only)] out of the Profits for the financial year ended 31^st March, 2024, subject to approval of the Members at the ensuing AGM. The dividend for the financial year ended 31⁵¹ March, 2024, if declared by the Members at the ensuing AGM will involve a dividend payout of '' 32,33,01,621/- (Rupees Thirty-Two Crores Thirty Three Lakhs One Thousand Six Hundred Twenty One Only). The Preference shareholders to whom equity shares were allotted pursuant to conversion on the Convertible Preference Shares held by them (i.e. 13^th January, 2024 and 14^th February, 2024 respectively), shall be entitled to equity dividend on proportionate basis (i.e. the date of allotment of equity shares until 31^st March, 2024). The dividend, once declared by the Members at this AGM will be paid, to those Members whose names appear on the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on the record date i.e. Tuesday, 6^th August, 2024.

(c) Any fraction arising in the payment of aforesaid preference dividend or equity dividend to preference shareholder / equity shareholder respectively shall be rounded of to nearest rupee and for this purpose, where such dividend amount contains as part of a rupee constating of paise, then if such part is fifty paisa or more, it shall be rounded off to the next whole number and if such part is less than fifty paisa it shall be ignored.

(d) In view of the applicable provisions of Income Tax Act, 1961 (“the IT Act”), dividend paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source at the rate prescribed in the IT Act.

7. SUBSIDIARIES / ASSOCIATE / JOINT VENTURE

(a) During the year under review, your Company has not incorporated any new subsidiary company. The Company is exploring business opportunities in the Kingdom of Saudi Arabia and in this connection, the Company has entered into joint venture with Local Saudi partner and is in the process of setting-up limited liability company in the Kingdom of Saudi Arabia.

(b) During the year under review, your Company has acquired 26% shareholding of Afcons Oil and Gas Services Private Limited from its joint venture partner, PT Gunanusa Utama Fabricators, Indonesia. Pursuant to the said acquisition of shareholding, Afcons Oil and Gas Services Private Limited is now a wholly owned Subsidiary of the Company.

(c) Pursuant to the provisions of section 129(3) of the Companies Act, 2013, (“Act”) and other applicable provisions, if any of the Act read with Rule 5 of Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statements of the Company''s subsidiaries, associate company and joint venture in Form AOC-1 is attached to financial statement of the Company. Pursuant to the provision of section 136, copy of separate financial statements of subsidiaries will be made available upon request of any Member of the Company who is interested in obtaining the same.

(d) The consolidated financial statements presented by the Company include financial statement of the Subsidiaries prepared in accordance with the applicable accounting standards.

(e) There are no material changes in the nature of business of the Company or any of its subsidiaries or associates.

8. AMENDMENT IN MEMORANDUM OF ASSOCIATION & ARTICLE OF ASSOCIATION

During the year under review, in connection with the proposed listing of equity shares and pursuant to the approval of the Members

of the Company accorded vide Postal Ballot on 17^th March 2024, the object clauses of the Memorandum of Association has been

amended. Also, the Articles of Association of the Company has been altered and new set of the Articles of Association of the Company

has been adopted aligning it with the Act and the SEBI listing regulations.

9. CORPORATE GOVERNANCE

Your Company, being a value driven organization, believes in coherent and self-regulatory approach in the conduct of its business to achieve the highest levels of good corporate governance practices. A report on Corporate Governance forms part of this Annual Report.

During the year, in connection with the proposed initial public offering of the Company, the Company has reconstituted its existing Committee compositions and the terms of reference thereof to bring it in conformity with the SEBI Listing Regulations, as may be applicable to the Company upon listing of the Company. Also, the Company has constituted Risk Management Committee and IPO Committee. The Company has also amended / revised existing policies and adopted policies in compliance with requirement Act and SEBI Listing Regulations (as may applicable to Company). The same is available on the website of the Company.

The details of Committees of the Board, their composition, terms of reference and details of such committee meetings held are provided in the Corporate Governance Report.

In addition, during the year under review the Company has changed its Registrar and Share Transfer Agent of the Company from Cameo Corporate Service Limited to Link Intime India Private Limited. The Members are requested to taken note of the address and coordinates of the new RTA i.e. Link Intime India Private Limited as provided in the Corporate Governance Report and Point No. 11 of the Notes to the Notice of the Annual General Meeting of the Company.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms part of this Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY

During the year under review:

(a) Ms. Roshen M. Nentin (DIN: 00004884) Non-Executive Director and Mr. Pallon S. Mistry (DIN: 05229734) Non-Executive Director have ceased to be Directors of the Company w.e.f. 12^th March, 2024 (end of the business working hours).

(b) Pursuant to the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members, the Board of Directors of the Company at its meeting held on 12^th March, 2024 have appointed Mr. Sitaram Janardan Kunte (DIN: 02670899), Mr. Anurag Kumar Sachan (DIN: 08197908) and Ms.Rukhshana Jina Mistry (DIN: 08398795) as an Additional Independent Directors of the Company, not liable to retire by rotation, for first terms of five (5) consecutive years from 12^th March, 2024 up to 11^th March 2029 ( both days inclusive).

At the ensuing Forty-Eighth (48^th) Annual General Meeting, the Board recommends to the Member for the regularisation and appointment of Mr. Sitaram Janardan Kunte (DIN: 02670899), Mr.Anurag Kumar Sachan (DIN: 08197908) and Ms.Rukhshana Jina Mistry (DIN: 08398795) as an Independent Directors, not liable to retire by rotation, for their first terms of five (5) consecutive years from 12^th March, 2024 up to 11^th March 2029 ( both days inclusive).

(c) Mr. David Paul Rasquinha (DIN: 01172654) Independent Director has ceased to be Director of the Company w.e.f. 24^th March, 2024 (end of the business working hours) and Mr. Pradip Narotam Kapadia (DIN: 00078673) Independent Director have ceased to be Directors of the Company w.e.f. 25^th March 2024 (end of the business working hours).

(d) Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 24^th March, 2024 appointed Mr.Atul Sobti (DIN: 06715578) and Mr.Cherag Balsara (DIN: 07030974) as an Additional Independent Directors of the Company, not liable to retire by rotation for terms of five (5) consecutive years from 24^th March, 2024 up to 23^rd March 2029 ( both days inclusive).

At the ensuing Forty-Eighth (48^th) Annual General Meeting, the Board recommends to the Members for the regularisation and appointment of Mr.Atul Sobti (DIN: 06715578) and Mr.Cherag Balsara (DIN: 07030974) as an Independent Directors, not liable to retire by rotation for terms of 5 (five) consequent years from 24^th March, 2024 up to 23^rd March 2029 (both days inclusive).

(e) Mr. Shapoorji Mistry (DIN: 00010114) and Mr. Giridhar Rajagopalan (DIN: 02391515), Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment.

(f) Information as required under the Companies Act, 2013 and the Secretarial Standards on General Meeting (SS-2) issued by the Institute of Company Secretaries of India, in respect of appointment of Directors seeking appointed / reappointed at this Annual General Meeting is disclosed in the Notice of the said Annual General Meeting.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company''s policy on Directors'' appointment and remuneration and other matters provided in section 178(3) of the Act is posted on the website of Companies at https://www.afcons.com/en/investors. Kindly refer to the heading “Nomination and Remuneration Committee” in the Corporate Governance Report for matters relating to constitution, meetings, functions of the Committee and salient features of the Policy.

13. STATEMENT ON EVALUATION OF PERFORMANCE OF DIRECTORS

During the year, pursuant to the provisions of the Act, the Board has carried out the annual performance evaluation of its own performance, Board Committees and that of Individual Directors of the Company. The evaluation was carried out through a structured questionnaire taking into consideration various aspects of the Board''s functioning and discharge of fiduciary duties by the Board, time devoted by the Board to Company''s long term strategic issues, quality and transparency of Board discussions, timeliness of the information flow between Board Members and management, Board''s effectiveness in disseminating information to shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

14. DECLARATION FROM INDEPENDENT DIRECTORS

The Board has received declarations from the Independent Directors as per the requirement of section 149(7) of the Act, that there has been no change in the circumstances which may affect their status as independent director during the year and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned in section 149(6) of the Act.

15. MEETINGS OF BOARD

Nine (9) meetings of the Board were held during the financial year. The details of the meetings of the Board, are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Act, your Directors hereby state and confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts on a going concern basis; and

v. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. QUALITY, HEALTH, SAFETY & ENVIRONMENT

The Company firmly believes that the pursuit of excellence is one of the most critical components for a competitive success. With Quality, Health, Safety & Environment being an essential part of the Company''s policy, it strives to deliver services by maintaining the highest level of Quality, Health, and Safety & Environmental Standards.

The policy of the Company is to conduct its construction business through an established Quality, Health, Safety & Environmental (QHSE) Management System, which aims to achieve customer satisfaction and, in the process, a continual improvement of Company''s competencies and competitiveness.

The Company is certified for ISO 9001:2015 for Quality management System, ISO: 14001:2015 & ISO 45001:2018 for Occupational Health Safety & Environment Management System. All the three systems are well established, documented, implemented, and maintained across the Company.

The Company has a commendable record in terms of safety at our various project sites and has received awards as well as appreciation letters from our clients, which are detailed below:

(a) International Safety Awards:

i. International Safety Awards by British Safety Council (BSC) for the following projects:

• Delhi Meerut RRTS, NCRTC-PKG-8

• Delhi Meerut RRTS, NCRTC-PKG-6

• Delhi Metro Rail Corporation - DC-05

• BSRDC Elevated road Project

• Mokama Railway Bridge Project

ii. International Safety Awards (SILVER Category) by Royal Society for the Prevention of Accident for Delhi- Meerut RRTS NCRTC PKG-:6.

(b) National Safety Awards:

i. National Safety Rating-Star Award 2023 by National safety council (NSC) for the following projects :

• NCRTC Pkg : 08-Five Golden Star Safety rating award

• Dahej GCPL-Four Golden Star Safety rating award

• Delhi Metro rail project - DC-05 - Four Golden Star Safety rating award

ii. Construction OHSE Excellence award from World Class safety Organisation (WSO)-National Office for the following projects :

• BMRCL RT-01

• Delhi Meerut - NCRTC Pkg : 8

• Delhi Meerut - NCRTC Pkg : 6

iii. BSRDC Elevated Road project was conferred with the following awards:

• Kalinga Safety Excellence Award for construction industry

• Platinum award by Institute of Quality & Environment Management service- Bhubaneshwar-Odisha

iv. Kanpur metro rail project was conferred with the following awards at World Safety Forum:

• OHS Award for Large Enterprises Construction sector by Globa Safety Summit.

• ESG excellence award by Globa Safety Summit.

v. Delhi Meerut NCRTC Pkg: 8 received Safety Shield for excellence in Safety by National safety council (NSC) awarded.

vi. Ahmedabad Metro (Elevated) rail project received Best Environment performance award (Silver) from World Safety Organization (WSO).

vii. Delhi to Ahmedabad Metro (UG) project received Best Environment & Sustainable Development award by India Green Award

viii. Delhi to Ahmedabad Metro Elevated pkg: C1 received ESG Platinum Award by India Green Award.

These awards are reflections of the strict HSE standards being followed and implemented at worksite and the commitment of the Company''s management towards Quality, Health, and Safety & Environment.

18. AWARDS AND RECOGNITIONS

A. During the year, the Company has received several awards and recognitions, some of which are detailed below:

a. Most Innovative Knowledge Enterprise (MIKE) Award at Global, Asia and India levels in 2023 for Knowledge Management practices of the Company for the Eight year in a row.

b. ASSOCHAM''s Annual Flagship Infrastructure Awards 2023 conferred two awards to Company:

(i) Innovative Bridge Design for the Chenab Railway Bridge.

(ii) Fastest Tunnel Construction Project for the Maharashtra Samruddhi Mahamarg Package-14.

c. Civil Engineering & Construction Review (CE&CR) has conferred below two awards,

(i) CE&CR Award for ‘Outstanding Tunnel Structure'' category for Atal Tunnel.

(i) Outstanding Infrastructure Projects'' category for Chenab Railway Bridge.

d. EPC World has at the 10^th EPC World Awards awarded Outstanding Contribution in Roads & Highways Award to the Company for Maharashtra Samruddhi Mahamarg Package-2.

e. 13^th Construction Week India Awards 2023 has been conferred award for Metro Rail Contractor of the Year Award in Mumbai.

f. Chenab Railway Bridge has been awarded the National Project Excellence Award at the Project Management Associates (PMA) National Awards 2023.

g. Public Relations Council of India (PRCI) 2023 has conferred Six awards to the Company in the following categories:

i. Chanakya Award for Best Infrastructure Company of the Year

ii. Chanakya Award to Mr. Bivabasu Kumar for Positive Impact on Water Management

iii. Platinum Award in Corporate Film

iv. Crystal Award in Digital Newsletter

v. Gold in Media Relations

vi. Silver in House Journal

h. National CSR Leadership Awards 2023 has been conferred award for Industries in Water Sector to Company

i. Mokama Rail Bridge Project has been awarded a certificate of appreciation by the World Safety Organisation in India State Level OHS&E Awards 2023.

j. Delhi-Meerut RRTS PKG-8 has been awarded Gold Runner Up in Construction and Infrastructure at 5^th ICC National Occupational Health and Safety Awards 2023

k. Public Relations Society of India (PRSI) National Awards 2023 has been conferred two awards to the Company in following categories:

i. Corporate newsletter, Afcons Insight, secured the third prize in the Newsletter (English) category.

ii. Awarded third position in the Best Communication Campaign (Internal) category for ATMA launch campaign.

l. 8^th Atal Shastra Markenomy Awards 2023 has been conferred Atal Shastra Markenomy - Best Private Sector Infra Construction Enterprise'' to Company.

m. At Zee Real Heroes Awards Company has been conferred Best Infrastructure Development Company Award.

n. Confederation of Indian Industry (CII) during their 10^th CII-Northern Region EHS Competition on Environment, Health, and Safety Management (EHS) has honoured the Company as winner in Service and Construction category for The Delhi-Meerut RRTS PKG-8 project.

o. Confederation of Indian Industry (CII) at the CII Industrial Innovation Awards 2023 recognised Company as one of the Top 50 Innovative Companies

p. East-West Metro project has been awarded inaugural Build India Infra Award in the Innovation category in the Metro sector.

q. AmbitionBox Employee Choice Award 2024 was conferred to the Company as it has ranked among top 3 construction companies in Mid-Sized category.

r. 38^th Indian Engineering Congress has conferred IEI Industry Excellence (Platinum) Award 2023 for outstanding performance with high order of business excellence.

s. Bridge Engineers (IIBE) Awards has conferred Five Awards to the Company in the following category:

i. Aesthetic Bridges including Foot over Bridges - Tirupati Elevated Corridor & Smart City Project

ii. Innovative Repairs & Rehabilitation of Bridges - Rehabilitation of MG Setu

iii. Superstructure other than Prestressed Concrete - Double Decker Viaduct in Nagpur Metro

iv. Superstructure other than Prestressed Concrete - Bridge 39 from KRCL Bridges project

v. Special Bridges including Cable Supported & Arch Bridges - Chenab Railway Bridge

t. The National Capital Region Transport Corporation (NCRTC) has been awarded Best Safe Contractor Award in 2023.

B. Mr. Ramesh Kumar Jha, CFO of the Company has been conferred with the award of “Best CFO in Infrastructure Sector” at the 2^nd Vibrant Bharat CFO Summit & Awards 2024, organised by ASSOCHAM.

19. AUDITOR AND AUDITOR’S REPORT

(a) STATUTORY AUDITORS AND THEIR REPORT

i. Deloitte Haskins and Sells LLP, Chartered Accountants (ICAI Firm Registration No.117366W/W-100018) (“DHS”) have been appointed as one of the Joint Statutory Auditors of the Company for a first term of five (5) years effective from the Forty- Sixth (46^th) Annual General Meeting held on 29^th September, 2022 till the conclusion of the Fifty-First (51^st) Annual General Meeting to be held in the calendar year 2027. DHS have provided their respective consents, certificates and declarations as required under Section 139 and 141 of the Act and Companies (Audit and Auditors) Rules, 2014.

ii. HDS & Associates LLP, Chartered Accountants (ICAI registration no. W100144) (“HDS”) have been appointed as one of the Joint Statutory Auditors of the Company for a second term of five years effective from the Forty-Fifth (45^th) Annual General Meeting held on 27^th September, 2021 till the conclusion of the Fiftieth (50^th) Annual General Meeting to be held in the calendar year 2026. HDS have provided their respective consents, certificates and declarations as required under Section 139 and 141 of the Act and Companies (Audit and Auditors) Rules, 2014.

iii. Deloitte Haskins and Sells LLP, Chartered Accountants (ICAI Firm Registration No.117366W/W-100018) and HDS & Associates LLP, Chartered Accountants (ICAI registration no. W100144), being the Joint Statutory Auditors of the Company, have conducted Statutory Audit of the Standalone and Consolidated Financial of the Company for the Financial year 2023-24.

iv. The Audited Standalone and Consolidated Financials of the Company for the financial year 2023-24 along with the Auditors report have been approved by Audit Committee and Board of Directors of the Company at their respective meetings held on 14^th June 2024. The Statutory Auditor''s Report of the Company for financial year 2023-24 does not contain any qualification.

v. During the year under review, no fraud was reported by the Auditors to the Board of Directors.

(b) SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Parikh Parekh & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Report of the Secretarial Auditor is enclosed as Annexure I to this Board Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

The Company has complied with the Secretarial Standards as applicable to the Company pursuant to the provisions of the Act.

(c) COST AUDITOR

In terms of section 148 of the Act, read with Companies (Cost records and audits) Rules, 2014, as amended, your Company is covered under the ambit of mandatory cost audit.

On the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Kishore Bhatia & Associates, Cost Accountant (Firm Registration No. 00294) as the Cost Auditors, to carry out the cost audit for the Company in relation to the financial year from 2024-25. The Company has received consent from M/s. Kishore Bhatia & Associates for their re-appointment.

The Members consent is sought at the ensuing Annual General Meeting for ratification of the remuneration of the Cost Auditor for the financial year 2024-25.

20. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standard (‘Ind AS'') notified under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”) and other applicable provisions if any, the Company is required to transfer the amount of unclaimed/unpaid dividend lying with the Company to Investor Education and Protection Fund (“IEPF”) established by the Central Government. Also, the shares in respect of which dividend is unclaimed for 7 consecutive years, is required to be transferred to IEPF Authority.

The Company has been regularly sending communications to Shareholders whose dividends are unclaimed, requesting them to provide/update bank details with RTA/Company, so that the dividends paid by the Company are credited to their account on time. Also, all efforts have been made by the Company in co-ordination with the Registrar to locate the shareholders who have not claimed their dividend.

Despite several reminders to the shareholders vide registered post at their registered postal addresses and also through newspaper advertisements calling upon the shareholders to claim their unclaimed dividends, there were 27 shareholders who haven''t claimed dividend aggregating to '' 27,732/- (Rupees Twenty Seven Thousand Seven Hundred and Thirty Two Only) for the financial year 2016-17 and which remained unclaimed for seven years as on 29^th April, 2024. Hence, the aforesaid unclaimed dividend of '' 27,732/-have been transferred to IEPF Authority.

The concerned equity shareholders can claim their aforesaid unclaimed dividend along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules.

22. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy

Whenever you save energy, you not only save money, you also reduce the demand for such fossil fuels as coal, oil, and natural gas. Less burning of fossil fuels also means lower emissions of gases such as C02, CO, HFC etc., the primary contributor to global warming, and other pollutants.

I. The Company is continuing its effort to convert all sites from fossil power to grid power thereby minimizing the carbon footprint. This has been Implemented to all sites as per feasibility. The total conversion of fossil power of 110MVA by Grid power of 48 MVA considering the sites. The reduction GHG (Green House Gas) emission by 54,800 tonnes.

II. The steps taken by the Company for utilizing alternate sources of energy - NIL

III. The capital Investment on energy conservation equipment-NIL

(b) Technology absorption

1. Sensor Based Tunnel LED lighting implemented to Reduce Energy consumption.

i. Indigenous Operated system Implemented for Grout plants and Batching Plants.

ii. Automatic power factor correction panels installed at all sites where grid power is available used for maximum utilization of Energy.

iii. Replacement of Fluorescent Light fixtures with LED light fixtures at Afcons House building renovation to save energy and enhance life of fixtures, work completed.

iv. At sites, we have started implementing LED light fixtures for Area lighting & office area instead of Fluorescent Light fixtures.

v. All sites started using 4star and 5star air conditioning system to minimise Energy consumption.

2. Imported technology (imported during the last three years reckoned from the beginning of the financial year)-NIL

Current year Previous year

Earnings 2,931.47 3,608.27

Outgo 3,318.02 3,759.94

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company is exempt from the provisions of Section 186 of the Act, except sub-section (1), pertaining to loans, guarantees and securities as the Company is engaged in the business of providing infrastructure facilities. In view of non-applicability of section 186 of the Act, the details required to be made thereunder in the financial statements are not applicable in relation to loans made, guarantees given or security(ies) provided. The investments covered under the provisions of section 186 of the Act, are disclosed in the financial statements.

24. RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the Financial Year 2023-24 were reviewed and approved by the Audit Committee and were on arm''s length basis and in the ordinary course of business. Prior omnibus approval is obtained of the Audit Committee for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm''s length. The details of the remuneration of the Key Managerial Personnels of the Company, who are deemed to related parties under section 188 of the Act are disclosed in the Extract of the Annual Return of the Company for the Financial Year 2023-24. The disclosure of related party transactions is made in the financial statements of the Company. In terms of section 134(3)(h) read with section 188(2) of the Act, there are no material related party transactions entered by your Company during the year, that individually or taken together with previous transactions during a financial year, exceed the prescribed limits under Rule 15(3) of Companies (Meeting of Board and its Powers) Rules, 2014, as amended. Accordingly, there being no information to be disclosed in AOC-2 format, the same is not enclosed.

25. DEPOSITS / LOANS FROM DIRECTORS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Further, your Company has not accepted any deposit or any loan from the directors during the year under review.

26. EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company as on 31^st March 2024 in Form MGT - 7 in accordance with section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.afcons.com/en/ investors.

27. VIGIL MECHANISM POLICY

In accordance with section 177(9) of the Act, read with rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism Policy to provide a framework for responsible whistle blowing and for adequate safeguards against victimization of persons who use such mechanism. The said vigil mechanism policy has been amended and approved and adopted by the Board of Directors at their meeting held on 24^th March 2024 and the policy is available on the website of the Company at https://www.afcons.com/en/investors.

28. RISK MANAGEMENT

The Company has in place a Risk Management Committee to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business and to ensure sustainable business growth with stability. The Company has at its Board meeting held on 18^th March 2024 formulated and implemented a Risk Management Policy, the said Risk Management mechanism policy is available on the website of the Company at https://www.afcons.com/en/investors.

29. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical. The Company has framed Corporate Social Responsibility (CSR) Policy. The Company has amended Corporate Social Responsibility (CSR) Policy vide Board Meeting dated 18^th March 2024. A brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the financial year is enclosed as Annexure II to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at https://www.afcons.com/en/investors.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In compliance with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place policy for protection of the rights of Women at Workplace. An Internal Complaints committee has also been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. During the year under review, no complaints pertaining to sexual harassment were received by the Company.

31. SECRETARIAL STANDARDS:

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

32. OTHER DISCLOSURES/REPORTING

a) 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:

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

• Buyback of shares.

• Scheme of provision of money for the purchase of Company''s own shares by employees or by trustees for the benefit of employees

• Employee Stock Options Scheme.

• Invitation or Acceptance of fixed Deposit from public or shareholders

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

b) There are no significant and material orders passed by the regulator or courts or tribunal impacting the going concern and its operation in future.

c) There is no material change or commitments after closure of the financial year till the date of the report.

d) During year under review no application was made or any proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 (IBC Code).

e) During the year under review, there has been no instance of one time settlement with Banks or financial institutions, hence the disclosure relating to the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof is not applicable.

33. NODAL OFFICER

The Company has appointed Mr. Gaurang Parekh, Company Secretary as the Nodal Officer for the purpose of verification of claims filed with the IEPF Authority in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company https://www.afcons.com/en

34. ACKNOWLEDGEMENT

Your directors would like to acknowledge with gratitude the continued support and co-operation received by the Company from its Clients, Bankers, Financial Institutions, Government authorities, Employees and its valued Investors.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

K . Subramanian S. Paramasivan

Place: Mumbai Executive Vice Chairman Managing Director

Date: 24^th June, 2024 Din: 00047592 Din: 00058445