Ahluwalia Contracts (India) Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "Ahluwalia Contracts (India) Limited"), along with the audited financial statements, for the financial year ended March 31, 2025. The Standalone & consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The Directors take pleasure in presenting the Boards Report prepared in accordance with the Indian Accounting Standard (Refer to as Ind AS) Prescribed under section 113 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules as amended time to time. The 46th Annual Accounts on the business and operations of Ahluwalia Contracts (India) Ltd, along with the summary of standalone and consolidated financial statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Revenue from Operations	409862.31	385529.77	409862.31	385529.77
Other Income	5537.46	3664.24	5537.46	3664.24
Total Income:	415399.77	389194.01	415399.77	389194.01
Total Expenditure other than Finance Cost and Depreciation and Amortisation	375682.40	346674.96	375662.56	346680.03
Profit Before share of Profit/(loss) of Joint Venture, Finance Cost and Depreciation and Amortisation, Tax	39717.37	42519.05	39737.21	42513.97
Depreciation and Amortisation Expenses	6663.42	6685.65	6663.42	6685.65
Finance Cost	5813.73	4813.41	5813.73	4813.41
Profit Before Exceptional Items, share of profit/ (loss) of Joint Ventures and Tax	27240.22	31019.99	27260.06	31014.91
Exceptional Items-Gain	0	19497.07	0	19497.07
Share of profit/(loss) of Joint Venture	0	0	37.21	(66.92)
Profit Before Tax	27240.22	50517.06	27297.27	50445.06
Provision for Current Tax	7344.52	13524.00	7344.52	13524.00
Provision for Deferred Tax	(255.38)	(561.54)	(255.38)	(561.54)
Profit after Tax	20151.08	37554.60	20208.13	37482.60
Other Comprehensive Income (Net of taxes)	(22.99)	(53.29)	(22.99)	(53.29)
Total Comprehensive Income	20128.09	37501.31	20185.14	37429.31

Notes:

The above figures are extracted from the audited standalone and consolidated financial statements of the Company as per the Indian Accounting Standards (IndAS).

COMPANYS PERFORMANCE

The Standalone Total Income for FY 2025 was 415399.77 Lakhs (Previous Year: 389194.01 Lakhs) thereby showing an increase of 6.73%. The Operating Profit (EBITDA) stood at 34179.91 Lakhs as now arrived against 38854.81 Lakhs in the Previous Year. The Net Profit for the year stood at 20151.08 Lakhs against 37554.60 Lakhs.

The Consolidated Total Income for FY 2025 was 415399.77 Lakhs (Previous Year: 389194.01 Lakhs) thereby showing an increase of 6.73% The Consolidated Operating Profit (EBITDA) stood at 34199.75 Lakhs (Previous Year: 38849.73). The Consolidated Profit after tax stood at 20208.13 Lakhs (Previous Year: 37482.60 Lakhs)

FUTURE OUTLOOK

The total order book for the Financial Year 2024-25 is 21,97,060 Lakhs. During the Year, the Company has got various orders for development of Infrastructure and Building Projects etc.

DIVIDEND

The Company declares and pays dividend in Indian rupees. Companies are required to pay / distribute dividend after deducting applicable withholding income taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

Your Directors recommend a dividend @30% i.e. Re. 0.60 Paisa per equity share on the face value of 2/- per equity share for the Financial year 2024-25. The final dividend, subject to approval of the Members at the ensuing 46^th Annual General Meeting will be paid on or after Monday, 29^th September, 2025 to the Members whose names appear in the Register of Members, as on the Monday, 22-09-2025.

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. Your Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

DIVIDEND DISTRIBUTION POLICY

The dividend recommended is in accordance with your Companys Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Companys website at www.https://www.acilnet.com/wp-content/ uploads/2021/12/Dividend%20Distribution%20Policy.pdf

UNCLAIMED DIVIDENDS

Details of outstanding and unclaimed dividends previously declared and paid by your Company are given under the Corporate Governance Report, which forms part of this Annual Report.

HUMAN RESOURCES MANAGEMENT

"At Ahluwalia Contracts (India) Ltd., our employees are our most valuable asset. We are committed to attracting, developing, and retaining top talent while consistently striving to be among the industrys most respected employers. Our HR strategy emphasizes fostering a collaborative, transparent, and performance-driven organizational culture. We reward merit and sustained excellence and support our employees in advancing their careers through continuous learning and development initiatives.

Our unwavering commitment is to build an open, inclusive, and safe workplace where every individual can thrive— irrespective of gender, sexual orientation, or any other distinguishing attributes. To this end, we promote an open- door policy that encourages employees to voice their concerns freely. We have established robust and structured grievance redressal mechanisms through dedicated Resolution Hubs. These include:

• HEAR (Hearing Employees and Resolving): For addressing workplace-related concerns.

• ASHI (Anti-Sexual Harassment Initiative): For dealing with issues related to sexual harassment.

These forums operate on the principles of natural justice, ensuring confidentiality, fairness, and protection from retaliation. All concerns are addressed sensitively and resolved in a time-bound manner through detailed investigations that allow parties to present their case and supporting evidence.

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we have constituted Internal Committees (ICs) across all operational locations. Each IC includes external members with relevant experience and is led by senior female employees. Beyond redressal, the IC is actively involved in preventive and awareness initiatives, including sensitization programs tailored to both physical and remote work environments. Details regarding sexual harassment complaints filed, resolved, or pending during the financial year are disclosed in the Business Responsibility and Sustainability Report of the Companys Integrated Annual Report.

As of March 31, 2025, the Company employed 3,325 employees on both standalone and consolidated bases, out of which 3268 are male employees & 57 are female employees. The disclosures pertaining to remuneration 8.01% including the percentage increase, ratios of remuneration of each director and key managerial personnel (KMP) to the median remuneration, and the list of top 10 highest- paid employees are provided in Annexure 3 to the Boards Report. Additionally, particulars of employees receiving remuneration of 1.02 crore or more per annum (or 8.5 lakh or more per month for part-year employment) are furnished in a separate exhibit available on the Companys website, in line with Section 197(12) of the Companies Act, 2013, and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Companys Human Resources Department remains fully equipped and responsive to evolving employee needs. HR policies and initiatives are developed in close coordination with the senior management and the Board of Directors, reinforcing our commitment to employee well-being, development, and organizational alignment."

OVERVIEW

The objective of this report is to convey the Managements perspective on the external environment and Construction industry, as well as strategy, operating and financial performance, material developments in human resources and industrial relations, risks and opportunities and internal control systems and their adequacy in the Company during the FY2024-25. This Report should be read in conjunction with the Companys financial statements, the schedules and notes thereto and other information included elsewhere in the Integrated Report and Annual Accounts 2024-25.

The Companys financial statements have been prepared in accordance with Indian Accounting Standards (IndAS) complying with the requirements of the Companies Act, 2013, as amended and regulations issued by the Securities and Exchange Board of India (SEBI) from time to time.

INFORMATION TECHNOLOGY SERVICES & IT SECURITY RISK

ACIL is ISO 27001:2022 compliant Company and having effective Information Security Management System (ISMS) for IT operations management.

Information Technology Services (ITS) has continued to play a pivotal role in supporting the organizations strategic goals by enhancing digital infrastructure, improving operational efficiency, and enabling innovation. We have initiated the

implementation of ERP system "RISE with SAP", which will help the Company to operate more efficiently, innovatively and intelligently. SAP solution is hosted on private cloud for better scalability, availability and enhanced security.

In response to an increasingly complex threat landscape, the Company has continued to prioritize cybersecurity and IT risk management. Central to this effort is the deployment of a robust 3-Tier Security Architecture, which provides layered protection across the platforms infrastructure, application, and data environments. This strategic approach allows the Company to detect, prevent, and respond to threats in a systematic and efficient manner.

The 3-Tier Security Architecture includes:

• Perimeter & Network Security (Tier 1): Includes firewalls, intrusion detection/prevention systems (IDS/IPS), and VPN technologies to secure external boundaries and control access.

• Application Security (Tier 2): Covers secure coding practices, vulnerability scanning, and security testing integrated into the software development lifecycle (SDLC).

• Data Security & Endpoint Protection (Tier 3): Encompasses encryption, endpoint detection and response (EDR), data loss prevention (DLP) using M-cloud solution, and strict access controls to protect sensitive information.

Complementary measures such as regular security audits, penetration testing, multifactor authentication (MFA), and continuous employee awareness training reinforce this architecture. The IT team actively monitors emerging risks and regulatory developments, ensuring compliance with applicable standards and frameworks, and continuously updates controls based on threat intelligence and risk assessments.

Information Technology (IT) team has been instrumental in driving the Companys operational agility, customer engagement, and digital transformation goals. With an emphasis on performance, scalability, and resilience, the team enhanced core systems and infrastructure to meet the evolving needs of the business.

Key initiatives included:

• Optimization of cloud services to support scalability and hybrid work

• Enhancement of enterprise applications for improved process efficiency

• Implementation of automated service monitoring and response systems

• Strengthening of IT service management (ITSM) practices

These efforts have contributed to improved system availability, faster resolution times, and greater alignment between IT and business objectives.

To address need of seamless interaction in safe way, Video Conferencing facilities have been enabled within premises and for employees using cloud-based virtual meeting services along with matching hardware facilities. The connectivity enhancement from anywhere approach has been adopted in office premises by & Site officer enabling complete wi-fi connectivity.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of the Business of the Company during the financial year ended on March 31,2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no other Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

ANNUAL PERFORMANCE

Details of the Companys annual financial performance as published on the Companys website and presented during the Analyst Meet, after declaration of annual results can be accessed on the Companys website at www.acilnet.com

SHARE CAPITAL

The paid up Equity Share Capital as at March 31,2025 stood at 1339.75 Lakhs. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year.

BOARD OF DIRECTORS

During the period under review and as on date of this Report, the Board of the Company consists of the following Directors:

Sl.	Name of the Director	Category of Directorship/ Designation
1	Mr. Bikramjit Ahluwalia, DIN:00304947	Executive Managing Director (Whole Time)
2	Mr. Shobhit Uppal, DIN:00305264	Executive (Whole Time)
3	Mr. Vikas Ahluwalia, DIN:00305175	Executive (Whole Time)
4	Mr. Sanjiv Sharma, DIN:08478247	Executive (Whole Time)
5	Mrs. Sheela Bhide, DIN: 01843547	Independent Non-Executive
6	Mr. Rajendra Prashad Gupta, DIN: 02537985	Independent Non-Executive
7	Mr. Sunil Kumar Sachdeva, DIN. 00399472	Independent Non-Executive
8	Mr. Ashok Khurana, DIN. 06651241	Independent Non-Executive

CHANGES IN DIRECTORSHIP DURING THE YEAR

In accordance with Section 152 of the Company Act. 2013, Mr. Shobhit Uppal (DIN: 00305264), who has been longest in the office, is liable to retire by rotation at the ensuing 46^th Annual General Meeting (AGM) and being eligible, seeks re-appointment. The Board recommends his appointment for the approval of the members of the Company in the ensuing 46^th Annual General Meeting. A resolution seeking shareholders approval for his re-appointment forms part of the Notice of AGM.

KEY MANAGERIAL PERSONNEL

During the period under review and as on date of this Report, the Company has Eight Directors with an optimum combination of Executive and Non-Executive Directors including one women Director on the Board of the Company. In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of the Company as on 31^st March 2025:

Sl.	Name of the KMPs	Category of Directorship/ Designation
1	Mr. Bikramjit Ahluwalia,	Executive - Managing
	DIN:00304947	Director (Whole Time)
2	Mr. Satbeer Singh	Chief Financial Officer (CFO)
3	Mr. Vipin Kumar Tiwari	Company Secretary (CS)

Corporate Overview Financial Highlights Statutory Reports Financial Statements

STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.

MEETING OF THE BOARD

The Schedule of meetings of the Board of Director and Committee of the Board is circulated to the Directors in advance. During the year, 4 (Four) Board Meetings were convened and hold, the details of Board and Committee meetings are given in the Corporate Governance Report, the gap between any two convened meetings of Board of Directors was less than 120 days.

CRITERIA FOR SELECTION OF CANDIDATES FOR MEMBERSHIP ON THE BOARD OF DIRECTORS AND REMUNERATION POLICY

As per the provisions of Section 178 of the Act and other relevant provisions and on the recommendation of Nomination & Remuneration Committee, the Board has framed a criterion for selection of Directors, a policy for remuneration of Directors, key managerial personnel ("KMP"), senior management personnel ("SMP") and other employees. The Criteria for selection of candidates for Membership on the Board of Directors and the remuneration policy are stated in the Corporate Governance Report.

BOARD EVALUATION

Your Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of your Board. The exercise was carried out through a structured evaluation process covering various aspects of your Boards functioning such as composition of your Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

At your Board meeting that followed the above mentioned meeting of the Independent Directors, the performance of your Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board excluding the Independent Directors being evaluated.

AUDIT COMMITTEE

Your Company has a qualified and independent Audit Committee. The Audit Committee consists of the following members as on date of this Report:

Name of the Directors	Designation	Nature of Directorship
Mr. Sunil Kumar Sachdeva*	Chairman	Non-executive Independent Director
Mr. Rajendra Prashad Gupta	Member	Non-executive Independent Director
Mr. Ashok Khurana*	Member	Non-executive Independent Director
Mr. Shobhit Uppal	Member	Dy. Managing Director

Note: *Mr. Sunil Kumar Sachdeva, (DIN: 00399472) was appointed as Chairman and Mr. Ashok Khurana, (DIN: 06651241) was appointed as Member of the Committee w.e.f. 01-04-2024.

The constitution of the Committee is in compliance with the provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. The Detailed description & Terms of reference of the Audit Committee and details of meetings held during the year and attendance of Directors has been given in Corporate Governance Report. The terms of reference and role of the Committee are as per the guidelines set out in the Listing Regulations and Section 177 of the Act and rules made thereunder and includes such other functions as may be assigned to it by the Board from time to time.

The Committee has adequate powers to play an effective role as required under the provisions of the Act and Listing Regulations. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committees (NRC) composition meets with requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulation, 2015. The Nomination and Remuneration Committees consists of the following members as on date of report:

Name of the Directors	Designation	Nature of Directorship
*Mr. Sunil Kumar Sachdeva	Chairman	Non-executive Independent Director
Mr. Rajendra Prashad Gupta	Member	Non-executive Independent Director
Mr. Ashok Khurana*	Member	Non-executive Independent Director

Note: *Mr. Sunil Kumar Sachdeva, (DIN: 00399472) was appointed as Chairman and Mr. Ashok Khurana, (DIN: 06651241) was appointed as Member of the Committee w.e.f. 01-04-2024.

Ahluwalia Contracts (India) Limited

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a Director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

REMUNERATION POLICY

The remuneration policy of the Company includes the process for Directors appointment and remuneration, including the criteria for determining qualifications of executive & Nonexecutive Directors.

The Remuneration policy is available on https://www.acilnet. com. The Detailed description & terms of reference of the Nomination & Remuneration Committee and details of meetings held during the year and attendance of Directors has been given in Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of criteria such as the contribution of the Individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The Company has devised a Nomination and Remuneration Policy ("NRC Policy") which inter alia sets out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the appointment as Director, Key Managerial Personnel (KMP) and Senior Management Personnel. The NRC Policy further sets out guiding principles for the Nomination and Remuneration Committee for determining and recommending to the Board the remuneration of Managerial Personnel, KMP and Senior Management Personnel. There has been no change in NRC Policy during the year.

The Companys Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is available on the Company website at www.acilent.com

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committees (SRC) composition meets with requirements of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015. The Stakeholders Relationship Committee consists of the following members as on date of this Report:

Name of the Directors	Designation	Nature of Directorship
Mr. Rajendra Prashad Gupta	Chairman	Non-executive Independent Director
Mr. Shobhit Uppal	Member	Dy. Managing Director
Mr. Sunil Kumar Sachdeva*	Member	Non-executive Independent Director

Note: *Mr. Sunil Kumar Sachdeva, (DIN: 00399472) was appointed as Member of the Committee w.e.f. 01-04-2024.

The Detailed description & Terms of reference of the Stakeholders Relationship Committee and details of meetings held during the year and attendance of Directors has been given in Corporate Governance Report

CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES (CSR)

The CSR Policy is hosted on the website of the Company. The Company has a CSR Committee to monitor adherence to Corporate Social Responsibility Policy and to track transactions related to Ongoing / Non-ongoing projects etc. Certification by Chief Financial Officer on disbursement and utilization of Corporate Social Responsibility funds is attached as Annexure "A" to this Report. Further, a detailed report on the CSR activities inter-alia disclosing the composition of CSR Committee and CSR activities are attached as Annexure A-1 to this Report.

The disclosure pertaining to the constitution of committee and number of meetings held during the year forms part of the Corporate Governance Report which is a part of Annual Report. The Policy has been uploaded on the Companys website at www.acilnet.com

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the areas of environment sustainability, preventive health care, eradication of hunger, education, women empowerment. These projects are in accordance with Schedule VII of the Act and the Companys CSR policy.

• Eradicating hunger, poverty and malnutrition;

• Promotion of healthcare including preventive healthcare;

• Promotion of education and employment-enhancing vocational skills;

• Ensuring environmental sustainability and animal welfare including measures for reducing inequalities faced by socially & economically backward groups;

During the year, the Company has spent 386.00 Lakhs out of total amount 676.89 Lakhs during the year in various

fields including in education, health, skill development across the country.

The unspent CSR Amount has been transferred in the Separate Bank Account for unspent CSR Account for spent in ongoing Projects.

The Constitution of the Corporate Social Responsibility (CSR) Committee as on date of this report is as detailed below:

Name of the Directors	Designation	Nature of Directorship
Dr. Sheela Bhide*	Chairperson	Non-executive Independent Director
Mr. Shobhit Uppal	Member	Dy. Managing Director
Mr. Sunil Kumar Sachdeva*	Member	Non-executive Independent Director

Note: *Dr. Sheela Bhide, was appointed as Chairperson of this Committee w.e.f. 01-04-2024. and Mr. Sunil Kumar Sachdeva, (DIN: 00399472) was appointed as Member of this Committee w.e.f. 01-04-2024

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion & Analysis report has been incorporated in the Annual Report for the information of the shareholders.

RISK MANAGEMENT

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness.

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

Composition of the Risk Management Committee as on date of this report is as follows:

Name of the Directors	Designation	Nature of Directorship
Mr. Sunil Kumar Sachdeva*	Chairman	Independent Director
Mr. Vikas Ahluwalia	Member	Whole Time Director
Mr. Shobhit Uppal	Member	Dy. Managing Director

Note: *Mr. Sunil Kumar Sachdeva, (DIN: 00399472) was appointed as the Chairman of this Committee w.e.f. 01-04-2024.

BUSINESS RESPONSIBILITY AND SUSTAINBILITY REPORT

As stipulated under Regulation 34 of the SEBI (LODR) Regulation 2015, Business Responsibility and Sustainability Report is attached hereto and forms part of the Annual Report.

STATUTORY COMPLIANCE

The Company has in place adequate systems and processes to ensure that it is in compliance with all the applicable laws. The Company Secretary and Chief Financial Officer is responsible for implementing the systems and processes for monitoring compliance with the applicable laws and for ensuring that the systems and processes are operating effectively.

The Chief Executive Officer and Managing Director, places before the Board, at each meeting, a certificate of compliance with the applicable laws. The Company Secretary and Chief Financial Officer also confirms compliance with Company law, SEBI Regulations and other corporate laws applicable to the Company.

HEALTH, SAFETY AND ENVIRONMENT (HSE)

Ahluwalia Contracts (India) Limited believes that occupational health, safety, and environmental sustainability are not mere obligations but moral, social, and legal responsibilities. This belief is deeply ingrained in the corporate culture and demonstrated through its comprehensive Quality, Environment, Health and Safety (QEHS) Policy.

ENVIRONMENT HEALTH AND SAFETY MANAGEMENT SYSTEM:

Ahluwalia has implemented an occupational health and safety management system. The system is based on ISO 45001:2018 and is designed to ensure that the Company meets EHSMS (Environmental, Health, and Safety Management System) related legal obligations and provides a safe and healthy working environment for its employees. Safety and Health Management are integrated into the Companys annual

business planning process and cascaded down from the Site level to and departmental levels to ensure employee / workman health and safety and place accountability and responsibility at all levels.

PARTICULARS OF EMPLOYEES

Details in respect of the remuneration paid to the employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time forms part of this report. The Annual Report and accounts are being sent to the share-holders excluding the aforesaid exhibits. Shareholders interested in obtaining this information may access the same from the Companys website.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure - "B" and forms part of this Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE / PROTECTION OF WOMEN IN WORK PLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the workplace.

The details of Sexual Harrasement Complaints received and their treatment during the year are as follows:

1. Number of Complaints of sexual harassment received in the year: Nil

2. Number of complaints disposed during the year: N.A

3. No. of cases pending for more than ninety days: N.A

The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal orientation on POSH policy adopted by your Company.

Disclosure with respect to the compliance of the provisions relating to the Maternity Benefit Act 1961:

The Company has complied with provisions relating to the compliance of the provisions relating to the Maternity Benefit Act 1961.

INTERNAL FINANCIAL CONTROLS

Internal financial controls (IFC), aligned with the Companies Act, 2013 are integral to the Companys control framework and operate at both entity and process levels. The responsibility for establishing, maintaining, and upgrading these controls lies with the executive management, assisted by internal control teams at both the corporate and business levels.

These teams are tasked with developing and refining processes and standard operating procedures to enhance operational efficiency. Teams share best practices across the organisation and ensure that internal controls are regularly updated in response to changing business conditions and external factors, such as new regulations or emerging risks. Additionally, the Company engages independent professional firms to periodically review the effectiveness of its control systems, with their recommendations being incorporated to strengthen existing practices.

AUDIT AND REVIEW MECHANISMS

The effectiveness of internal controls is tested through regular audits conducted by the statutory auditors, and Internal Auditor. The annual audit plan, which is reviewed by the Audit Committee, ensures comprehensive coverage of all areas. Significant audit findings, along with periodic progress on corrective actions, are presented to the Audit Committee on a quarterly basis.

WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in conformation with Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Companys website at www.acilnet.com

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of

your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at http://www.acilnet.com/wp-content/ uploads/2015/01/WBP30122014.pdf During the year under review, the Company has not received any complaint(s) under the said policy.

BOARD FAMILIARISATION AND TRAINING PROGRAMME

Your Board is regularly updated on changes in statutory provisions, as applicable to your Company. Your Board is also updated on the operations, key trends and risk universe applicable to your Companys business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where your Board provides its inputs on the business strategy and long-term sustainable growth for your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this 46th Annual Report.

GREEN INITIATIVES

In line with the Green Initiatives, electronic copy of the Notice of 46^th Annual General Meeting of the Company is sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For Members who have not registered their e-mail addresses, are requested to register their e-mail IDs with Companys Registrar and Share Transfer Agents, MUFG Intime India Pvt. Ltd (Formally known as Link Intime India Pvt. Ltd) at Noble Heights, 1st Floor Plot NH-2 C-1, Block LSC, Near Savitri Market, Janakpuri, New Delhi - 110058.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The Familiarisation program seeks to update the Independent Directors on various matters covering Companys strategy business model, operations, organization structure, finance, risk management etc. It also updates the Independent Director with their roles, rights, responsibilities, duties under the Act, and other statues. The Policy is available at http:// www.acilnet.com.

CORPORATE GOVERNANCE

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the members of the Company. The Company has taken a certificate from a Practising Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same also forms part of this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends, that are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years were already transferred to IEPF. Further, according to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In compliance with the aforesaid provisions the Company has transferred the unclaimed and unpaid dividends and corresponding shares to IEPF. The details of the unclaimed / un paid dividend during the last seven years and also the details of the unclaimed shares transferred to IEPF are given in the Report on Corporate Governance forming part of the Annual Report.

REPORTING OF FRAUDS

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

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Companys Code of Conduct for Prevention of Insider Trading covers all the Directors, Senior Management Personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the revised Code of Conduct to regulate, fair disclosure, Monitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading) Amendment Regulation,

2018 and the same can be accessed on the website: http://www.acilnet.com/wp-content/uploads /2020 /07/

Insider_Trading_Policy%202019-20.pdf

DEPOSITS

During the year under review, your Company has neither invited nor accepted any public deposits from the public.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22^nd January, 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits. The Company has complied the requirement within prescribed timeline.

Significant and Material Orders Passed by the Regulators or Courts:

The Company has not received any significant order, demand or notice from any Regulatory Authority, Courts or tribunals impacting the going concern status and operations of the Company in future.

CREDIT RATING

The Companys financial discipline and prudence is reflected in the strong credit ratings prescribed by rating agencies as given below:

Facilities	Rating
Long Term Bank Facilities	Care Ratings Limited Care AA-;Stable
Long term / short term Bank Facilities	Care Ratings Limited Care AA-;Stable/ CARE A1 +

RELATED PARTY TRANSACTIONS

The prescribed Form AOC-2 as per Annexure-"C"

forms an integral part of this report. The Related party transactions policy approved by the Board of Directors of the Company, as amended on May 29, 2024 in line with the requirements of the SEBI (LODR) Amendment regulations, 2018 has been uploaded on the website of the Company at www.acilnet.com

CODES OF CONDUCT FOR DIRECTORS AND SR. MANAGEMENT PERSONNEL

The Company has adopted a Code of Conduct for its Executive Directors including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act. The Company has also adopted the ACIL Code of Conduct for

its Sr. Management personnel (GM and above) employees including the Managing and Executive Directors.

The above codes can be accessed on the Companys website at www.acilnet.com

In terms of the Listing Regulations, all Directors and senior management personnel have affirmed compliance with their respective codes. The CEO & Managing Director, Whole Time Directors / Independent Director have also confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance.

SUBSIDIARIES COMPANIES

As on March 31, 2025, the Company has 5 subsidiary Companies and there has been no material change in the nature of the business of the subsidiaries. The Company has one Associates Company under Joint Venture within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 as per Annexure-"D" to the Boards report of the Company. A separate statement containing the salient features of the Financial statements of the subsidiaries and joint ventures of the Company is prepared in Form AOC-1 which forms part of the Consolidated financial statements. The Company has five wholly-owned subsidiaries details as under which was incorporated during the financial year. The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company website http://www.acilnet.com/wp-content/ uploads/2019/05/Subsidiary%20 Companies %20 Details.pdf as on 31^st March 2025, the Company had Five (5) subsidiaries i.e. 100% wholly-owned subsidiaries the details are as under:

Premsagar Merchants Pvt. Ltd

Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098 CIN: U51109WB2007PTC119814

Dipesh Mining Pvt. Ltd

Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098 CIN: U13100WB2007PTC115150

Splendor Distributors Pvt. Ltd

Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098 CIN: U51909WB2007PTC119832

Jiwanjyoti Traders Pvt. Ltd

Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098 CIN: U51109WB2007PTC119680

Paramount Dealcomm Pvt. Ltd

Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata- 700 098 CIN: U51109WB2007PTC119813

JOINT VENTURES: ACIL - RCPL(JV) AT JANAKPUR-4, DHANUSHA, NEPAL

During the year 2022-23 the Company had entered into a Joint Venture Agreement with M/s Roshan Construction Pvt. Ltd for construction of National Police Academy in Nepal and ACIL shall provide necessary technical support/ value engineering support and RCPL shall solely responsible for construction, completion and execution of the project. including entire funding and working capital to the JV. During the year under review, the detailed review of the projects are in progress.

PARTICULARS OF LOAN, INVESTMENTS AND GUARANTEES

The details of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

During the year under review, the Company has not granted any Loan or made any investments or provided any guarantees under Section 186 of the Companies Act, 2013.

ANNUAL RETURN

The draft Annual Return of the Company as at 31.03.2025 is available on Companys web link: https://www.acilnet.com

STATUTORY AUDITORS

The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors was present at the last Annual General Meeting (AGM) of the Company.

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.

1. Appointment

M/s Amod Agrawal & Associates, Chartered Accountants (Firm Registration No. 005780N) were appointed as the Statutory Auditors of the Company at the 41st Annual General Meeting held on 30/09/2020 to hold office for a period of 5 years till the conclusion of 46th Annual General Meeting of the Company to be held in Year 2025 and their term will expire at the ensuing Annual General Meeting of the Company.

The Board of directors of the Company on the recommendation of the Audit Committee has proposed

for the appointment of M/s. SCV & Co., LLP, Chartered Accountants, (ICAI Firm Registration No. N500089), as the Statutory Auditors of the Company for a period of 5 years, to hold the office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2030 to conduct the statutory audit functions of the Company for the Financial Years ended 31st March, 2026 to 31st March, 2030 to the Members of the Company in the ensuing Annual General Meeting of the Company. The Company has already received the consents & eligibility Certificates from M/s. SCV & Co., LLP, Chartered Accountants to the effect that they are eligible to be appointed as Statutory Auditors of the Company.

SECRETARIAL AUDIT

Mr. Santosh Kumar Pradhan, Company Secretaries, has been appointed by the Board of Directors of the Company to carry out the Secretarial Audit under the provision of Section 204 of the Act for the financial year ended March 31^st, 2025. The Secretarial Audit report for financial year ended on March 31^st, 2025 is enclosed as per Annexure "E".

COST AUDIT

In compliance with the provisions of section 148 of the Act, the Board of Directors of the Company at its meeting held on 30-05-2025 appointed M/s N.M. & Co. Cost Accountants, (FRN000545) as cost Auditors of the Company for the financial year 2025-26.

In terms of the provisions of section 148 of the Act read with the Companies (Audit& Auditors) Rules, 2014, the remuneration of the cost Auditors has to be ratified by the Members. Accordingly, necessary resolution is proposed at the 46^th Annual General Meeting for ratification of remuneration payable to the cost Auditors for the financial year 2025-26.

The Company is maintaining the accounts and cost records as specified by the Central Government under subsection (1) of section 148 of the Act and rules made thereunder.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2 prescribed by the Institute of Company Secretaries of India (ICSI).

CONSERVATION OF ENERGY

The Companys core activity is civil construction which is not power intensive. The Company is making every effort to conserve the usages of Power.

RESEARCH AND DEVELOPMENT & TECHNOLOGY ADOPTION

While technology is a boon for all the industries, numerous surveys and studies have proven that the construction industry has been slow in adopting technological changes. There are various technologies like fleet management telematics, GPS tracking, geo fencing, monitoring worker hours which can provide immense benefits and also safeguard the interest of all employees. The construction industry has reached a point where adopting technological advancements is the only way forward.

However, industry players are still taking their time and are not speedy enough to adopt changes. Risk Mitigation: The Company is active in adopting any new trend that comes in the market and automate as many processes as possible and also trains employees to implement automatic processes. In the coming years, the Company will prudently accept all changes in the technological field to conquer the challenges faced by the industry.

The Company has not incurred significant amount in R&D and Technology Absorption.

FOREIGN EXCHANGE - EARNINGS AND OUTGO (CASH BASIS)

		( in Lakhs)
Particulars - Standalone	FY 2025	FY 2024
Foreign Exchange Earnings	-	-
Foreign Exchange Outflow mainly	-	382.29
on account of Raw Material
Capital Goods	335.94	59.32
Advance Payment for Raw Material	-	-
Advance Payment for Capital Goods	-	-
Travelling Expenses	-	0.36
Consultancy Charges / Technical Fee	-	-

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) 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 and loss of the Company for that period;

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

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, 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) 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.

STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Calcutta Stock Exchange Association (CSE). The listing fee for the financial year 2025-26 has been paid to BSE, NSE and CSE.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year no un-claimed / un-paid dividend is pending for transfer in IEPF Account, therefore Company did not transfer any dividend amount to IEPF Authority. The Company also has its Dividend distribution policy which has been approved by the Board of Directors. The said policy is uploaded on the website of the Company at below link: www.acilnet.com.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation and thanks for the valuable contribution and support received from the employees of the Company at all levels, Companys Bankers, Central and State Government Authorities, Associates, JV partners, clients, consultants, sub-contractors, suppliers and Shareholder of the Company and look forward for the same in equal measure in the coming years.

	On behalf of the Board of Directors Ahluwalia Contracts (India) Ltd
	Sd/- (Bikramjit Ahluwalia)
Date: 28-08-2025	Chairman & Managing Director DIN:00304947
Place: New Delhi