Your Directors take pleasure in presenting the 45th Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The discussions in this section relate to the Standalone & consolidated, Rupee-denominated financial results pertaining to the year that ended March 31st, 2024. The financial statements of Ahluwalia Contracts (India) Limited “ACIL’ and its subsidiaries (collectively referred to as ‘ACIL’ or ‘the Company’) are prepared in accordance with the Indian Accounting Standards (referred to as 'Ind AS’) prescribed under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, as amended from time to time. Significant accounting policies used in the preparation of the financial statements are disclosed in the notes to the consolidated financial statements.

The following table gives an overview of the Standalone & consolidated financial results of the Company:

Financial Results

COMPANY’S PERFORMANCE AND FUTURE OUTLOOK

The Standalone Total Income for FY 2024 was ' 389194.01 Lakhs (Previous Year: ' 286791.08 Lakhs) thereby showing an increase of 35.71%. The Operating Profit (EBITDA) stood at ' 38854.81 Lakhs as against '. 30417.39 Lakhs in the

Previous Year. The Net Profit for the year stood at '37554.60 Lakhs against ' 19416.23 Lakhs reported in the Previous Year showing an increase of 93.42%.

The Consolidated Total Income for FY 2024 was ' 389194.01 Lakhs (Previous Year: ' 286791.08 Lakhs) thereby showing

an increase of 35.71% The Consolidated Operating Profit (EBITDA) stood at '38849.72 Lakhs (Previous Year: ' 30412.82). The Consolidated Profit after tax stood at ' 37482.59 Lakhs (Previous Year: ' 19397.68 Lakhs) showing an increase of 93.23%.

FUTURE OUTLOOK

The total order book for the Financial Year 2023-24 is ' 17,01,024 Lakhs. During the Year, the Company has got various orders for development of Infrastructure and Building Projects etc.

DIVIDEND

During the financial year 2023-24, your Directors recommend a dividend @25% i.e. ' 0.50 Paisa per equity share on the face value of ' 2/- per equity share for the Financial year 202324. The final dividend, subject to approval of the Members at the ensuing 45th Annual General Meeting will be paid on or after Saturday, 28th September, 2024 to the Members whose names appear in the Register of Members, as on the Book Closure date, i.e. Friday, 30th August, 2024.

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 Company’s Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company’s 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

By leveraging a modern Human Resources management system “ACIL” has optimised its HR processes, leading to improved workforce management and Ahluwalia Contract (India)’Ltd “ACIL” business divisions contribute to the growth and development of the nation. In the Buildings Division, “ACIL” excels in constructing landmark projects in the hospitals and medical colleges (like AIIMs, leading health care facilities), Educational institutes (like Universities NITs), industrial and commercial spaces, providing quality housing solutions,

and creating innovative IT parks, institutional buildings, sports complexes. The Company promotes diversity and is in a constant endeavor to establish a corporate culture that embodies mutual respect. It allows employees to play active roles in a workplace that promotes personal and professional growth, diverse values and conducive work environment that is completely free of discrimination and harassment. The Company’s HR department is fully trained to cater to the needs of the employees that may arise from time to time. Also, the HR department creates all HR strategies in consultation with the senior management and Board of Directors of the Company. As on March 31st, 2024, the total number of employees of the Company is 2995.

HUMAN RESOURCE STRATEGY

Your Company prioritizes cultivating a harmonious work environment to drive sustainable growth. Your Company’s commitment to robust workforce management includes regular engagement, dispute resolution mechanisms, and initiatives for employee recognition and participation.

Your Company’s initiatives are designed to enhance the employee experience holistically - spanning sites environment, leadership development, recognition, and personal growth opportunities. This strategy ensures that your Company’s efforts are comprehensive, addressing the multifaceted needs of its workforce and fostering an environment where every individual feels valued and empowered. These initiatives include empowering women’s leadership, inclusive employment practices, non-discrimination employment policy and equal policy.

Your Company’s human capital development strategy is designed to create digitally skilled, future-ready employees and exceptional, home-grown leaders, through institutionalized, immersive, rigorous, hands-on learning interventions and scalable development frameworks.

INFORMATION TECHNOLOGY SERVICES & IT SECURITY RISK

ACIL has set up an Information Management Technology System for effective management & operations. The company is also certified as ISO 27001:2013 compliant.

The Company’s Digital Platform has a 3-Tier Security Architecture with inbuilt disaster recovery along with multiple-layer security, protecting IT networks, websites & applications, databases, and end-user laptops/desktops for data leakage, Denial-of-Service attacks, and ransomware and malware. Further, access control and system health and availability monitoring are undertaken 24X7.

ACIL has a robust framework in place to effectively manage risks. The Risk Management Committee, which is constituted by the Board, is responsible for overseeing the Risk Management Framework. The Framework covers the Company’s risk appetite statement, risk limits, risk dashboards, and early warning signals.

With the changing business landscape and the emergence of new risks such as digital and data privacy risks, reputational risks, and climate-related risks, ACIL is building newer risk frameworks to pre-empt and manage such new and emerging risks.

USAGE OF VIRTUAL TOOLS

To address need of seamless interaction in safe way, Videoconferencing 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 officers 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, 2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company has re-constituted its Audit Committee, Nomination & Remuneration Committee, Stakeholders’ Relationship Committee, Risk Management Committee and CSR Committee w.e.f. 1st April, 2024. Except these, 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 Company’s annual financial performance as published on the Company’s website and presented during the Analyst Meet, after declaration of annual results can be accessed on the Company’s website at www.acilnet.com

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2024 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:

*Mr. Arun Kumar Gupta, DIN: 00371289, and Dr. Sushil Chandra, DIN: 00502167 ceased to be Non-Executive Independent Directors of the Company upon completion of their second consecutive term w.e.f. closing of business hours of 31st March, 2024.

**Mr. Sunil Kumar Sachdeva, DIN. 00399472 and Mr. Ashok Khurana, DIN. 06651241 were appointed as Additional Directors of the Company in the category of Non-Executive Independent Directors, not liable to retire by rotation for a term of three (3) consecutive years beginning from 13-02-2024. Further, the Members of the Company had approved their appointment as Non-executive Independent Directors by way of Postal Ballot on 21st March, 2024 in terms of SEBI LODR, Regulations, 2015.

CHANGES IN DIRECTORSHIP DURING THE YEAR:

Mr. Sunil Kumar Sachdeva, DIN. 00399472 and Mr. Ashok Khurana, DIN. 06651241 were appointed as Additional Directors of the Company in the category of Non-Executive Independent Directors, not liable to retire by rotation for a term of three (3) consecutive years beginning from 13-02-2024. Subsequently, the Members of the Company had approved

their appointment as Non-Executive Independent Directors of the Company as required under SEBI LODR by way of special resolution through Postal ballot w.e.f. 21st March, 2024.

Mr. Arun Kumar Gupta, DIN:00371289), and Dr. Sushil Chandra, DIN:00502167 ceased to be Non-Executive Independent Directors of the Company upon completion of their second consecutive term w.e.f. closing of business hours of 31st March, 2024. The Board places on record its appreciates towards valuable contribution & guidance made by them during their tenure.

In accordance with Section 152 of the Act Mr. Vikas Ahluwalia (DIN: 00305175), who has been longest in the office, is liable to retire by rotation at the ensuing 45th 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 45th 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 31st March 2024:

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.

MEETINGS 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 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 THE 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:

* Note: Mr. Arun Kumar Gupta (DIN: 00371289) and Dr. Sushil Chandra (DIN: 00502167), Independent Directors ceased to

be the member of this Committee due to completion of 2nd term w.e.f. 31-03-2024 on the closing of Business hours.

*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 Committee’s (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 Committee’s consists of the following members as on date of report:

appointed as Member of the Committee w.e.f. 01-04-2024.

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

STAKEHOLDER’S RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee’s (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:

*Note: Dr. Sushil Chandra (DIN: 00502167), Independent Directors ceased to be the member of this Committee due to completion of 2nd term w.e.f. 31-03-2024 on the closing of Business hours.

*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 Company’s 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 Company’s 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 is required to spend an amount of ' 396.36 Lakhs as CSR Contributions and the Company has spent ' 399.72 Lakhs during the year in various fields including in education, health, skill development and Covid-19 pandemic across the country.

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

*Note: Mr. Arun Kumar Gupta (DIN: 00371289) and Dr. Sushil Chandra (DIN: 00502167), Independent Directors ceased to be the Member due to completion of their 2nd term w.e.f. the closing of Business hours of 31st March, 2024.

**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

Note: *Mr. Sunil Kumar Sachdeva, (DIN: 00399472) was appointed as the Chairman of this Committee w.e.f. 01-042024.

Mr. Arun Kumar Gupta (DIN: 00371289), Independent Director ceased to be the member of this Committee due to completion of his 2nd term w.e.f. the closing of Business hours of 31st march, 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.

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.

FOCUS ON COMPLIANCE

We have strong compliance systems in place to ensure that we adhere to the relevant statutory regulations. We keep a constant check against discrimination, child labour or forced labour.

ENVIRONMENT, HEALTH AND SAFETY

Ahluwalia Contracts (India) Limited’s dedication to safety also extended to their investment in HSE resources. They procure the latest safety feature machinery and provided their employees with top-of-the-line Personal Protective Equipment (PPE). Their HSE infrastructure is planned and maintained in alignment with project milestones, ensuring that safety remained uncompromised throughout the construction process The environmental sustainability is a key consideration, and the organization carried out impact assessments for all their operations, implementing measures such as waste management plans, the adoption of least-polluting machinery, and even tree plantation initiatives.

In their unwavering commitment to employee welfare, Ahluwalia Contracts (India) Limited’s left no stone unturned. The organization provides clean and hygienic accommodation, potable drinking water, comprehensive medical facilities, well equipped canteens, creche facilities, safe transportation, and comfortable restrooms with clean toilets. These amenities created a supportive work environment where employees feel valued and cared for.

SAFETY

To ensure preparedness in emergencies, the organization conducts periodic mock drills tailored to the specific locations, terrains, and nature of their operations. By simulating emergency situations and evaluating their response capabilities, they minimized potential risks and enhanced the safety of their workforce. The organization unwavering dedication to safety, health, environment, and employee welfare did not go unnoticed. They received numerous appreciation certificates for their outstanding implementation of HSE systems across multiple project sites.

In conclusion, Ahluwalia Contracts (India) Limited’s commitment to safety, health, environment, and welfare established them as a responsible and caring organization. Through their unwavering dedication, they fostered confidence and peace of mind, creating a culture of safety that not only benefited their employees but also strengthened their reputation and nation. Improves morale, and ensured their long-term success. Ahluwalia Contracts (India) Limited’s stood as a shining example of how a construction company could prioritize the well-being of its workforce and contribute to the greater good of society.

ACIL has a well-defined Occupational Health and Safety (OHS) policy and supporting processes to ensure the safety and wellbeing of its employees. Safety lead and lag indicators are measured across the organization and reported.

Ahluwalia Contracts (India) Ltd - ACIL is committed to prevent ill Health & Injury to its Employees, Contractors and Visitors and Environmental Pollution associated with all its activities and services through:

• Establishing, implementing and maintaining Environmental and Occupational Health & Safety Management Systems in compliance with International Standards.

• Continually improving the Health, Safety & Environmental performance by setting and reviewing relevant objectives and targets.

• Complying with applicable EHS legal and other requirements.

• Dissemination of this EHS Policy through effective communication and training to personnel working for and on behalf of ACIL and be made available to other interested parties, as required.

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 Company’s website.

The ratio of the remuneration of each Director to the median employee’s 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 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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Control is intended to increase transparency and accountability in an organization’s process of designing and

implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness.

ACILs’ internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. ACIL has a well-defined delegation of power with authority limits commensurate with the responsibilities for approving engagements with all stakeholders that commits organizational resources and results in creation of assets and liabilities, income and expenditure.

ACIL management assessed the effectiveness of the company’s internal control over financial reporting (as defined in Regulation.7 of SEBI LODR Regulations, 2015) as of March 31, 2024.

ACIL also undergoes periodic audit by specialized consultants and professionals for business specific compliances such as quality management, service management, information security, etc. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets ACILs’ statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically.

Based on its evaluation (as defined in section 177 of Companies Act 2013 and Regulation 18 of SEBI LODR Regulations 2015), ACILs’ audit committee has concluded that, as of March 31, 2024, the company’s internal financial controls were adequate and operating effectively.

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 Company’s 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 Company’s 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 45th Annual Report.

GREEN INITIATIVES

In line with the Green Initiatives, electronic copy of the Notice of 45th 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 Company’s Registrar and Share Transfer Agents, 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 Company’s 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 Company’s 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 22nd 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.

CREDIT RATING

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

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 30, 2019 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 Director. The above codes can be accessed on the Company’s 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, 2024, the Company has 5 subsidiary Companies and there has been no material change in the nature of the business of the subsidiaries. There are no associates 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 Company’s 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%20Companies %20Details.pdf as on 31st March 2024, the Company had Five (5) subsidiaries i.e. 100% wholly-owned subsidiaries the details are as under:

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.

EXTRACT OF ANNUAL RETURN

The draft Annual Return of the Company as at 31.03.2024 is available on Company’s 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 Auditor’s 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.

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 31st, 2024. The Secretarial Audit report for financial year ended on March 31st, 2024 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

27-05-2023 appointed M/s N.M. & Co. Cost Accountants, (FRN000545) as cost Auditors of the Company for the financial year 2024-25.

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 45th Annual General Meeting for ratification of remuneration payable to the cost Auditors for the financial year 2024-25.

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

RESEARCH & 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)

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 2024-25 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, Company’s Bankers, Central and State Government Authorities, Associates, JV partners, clients, consultants, sub-contractors, suppliers and Members of the Company and look forward for the same in equal measure in the coming years.

1

Note: Mr. Arun Kumar Gupta (DIN: 00371289) and Dr. Sushil Chandra (DIN: 00502167), Independent Directors ceased to be the member of this Committee due to completion of 2nd term w.e.f. 31-03-2024 on the closing of Business hours.

*Mr. Sunil Kumar Sachdeva, (DIN: 00399472) was appointed as Chairman and Mr. Ashok Khurana, (DIN: 06651241) was