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

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