Directors Report of Ashoka Buildcon Ltd.

Mar 31, 2025

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

Financial Results

The financial statements of the Company are in accordance with Section 133 of the Companies Act, 2013 (the ‘Act’) read with the
Companies (Accounts) Rules, 2014, and amendments thereof. The standalone as well as the consolidated financial statements have
been prepared in accordance with the Indian Accounting Standards (Ind AS). The highlights of the standalone and consolidated
financials of the Company for financial year ended March 31, 2025, are summarised as follows.

(Rs. in Lakh except EPS)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Receipts / Gross Sales and Operating Income	718,779.95	7,84,127.69	1,020,542.18	1,000,529.28
Profit Before Depreciation, Tax and Exceptional Items	37,690.91	46,304.71	184,406.78	1,12,967.78
Depreciation and Amortization Expenses	9,820.47	10,464.22	28,970.84	36,663.39
Profit/(Loss) Before Tax & Exceptional Items	27,870.44	35,840.49	155,478.18	76,304.39
Exceptional Items	-	(21,663.93)	-	(10,692.16)
Share of Profit from Partnership Firms and AOPs	19.67	42.39	91.07	(1826.24)
Provision for Taxation	8,165.72	13,271.26	(17,878.69)	34,874.05
Profit after tax	19,724.39	44,275.55	173,356.87	52,122.50
Other Comprehensive Income / (Loss)	(45.73)	2.09	137.05	15.48
Share of Profit/(Loss) of subsidiaries transferred to Non-controlling Interest *	NA	NA	3,946.61	1,814.55
Total Comprehensive Income (post Non-controlling interest)	19,690.37	44,277.64	169,548.29	50,324.09
EPS - with exceptional items Basic & Diluted (face value Rs.5/- each)	7.03	15.77	60.35	17.92
EPS - without exceptional items Basic & Diluted (face value Rs.5/- each)	7.03	8.05	60.35	14.11

* For Consolidated financials only.

P.S. - The figures of the previous year have been regrouped wherever required.

Performance of the Company during FY 2024-25
Projects update:

During the year under review, the Company has won Road Projects and Airport Project, on EPC basis worth Rs.7,417.57 Crore,
Power Project worth Rs.457.03 Crore aggregating Rs.7,874.60 Crore as detailed below.

Name of the Project	Authority	Project Cost (Rs. In Crore) *
EPC - Roads - Highways -Bridges
Construction of 100 drinking water wells and supply and installation of drinking water supply unit in 35 villages of Ivory Coast	Serneke International Limited, Sweden	166.38
Design and Construction of Creek Bridge from Kolshet to Kalher Engineering, Procurement and Construction (EPC Work)	Mumbai Metropolitan Region Development Authority (MMRDA)	288.18

Design and Construction of Creek Bridge from Gaimukh to Payegaon Engineering, Procurement and Construction (EPC Work)	Mumbai Metropolitan Region Development Authority (MMRDA)	975.58
Design and Construction of Elevated Road from Kalyan-Murbad Road (Palms Water Resort) to Badlapur Road (Jagdish Dughdhalaya) to Pune Link Road parallel to Waldhuni River Crossing Over Karjat- Kasara Railway Line Including Slip Road	Mumbai Metropolitan Region Development Authority (MMRDA)	474.10
Construction of Major Bridge across Jaigad Creek between Tawsal and Jaigad on Revas Reddi Coastal Highway (SH (special) No. 5 in Ratnagiri District on EPC Mode in state of Maharashtra’.	Maharashtra State Road Development Corporation Ltd.	715.99
Construction of Major Bridge across Kundalika Creek between Revdanda to Salav on Revas Reddi Coastal Highway (SH (Special) No. 5 in Ratnagiri District in the State of Maharashtra	Maharashtra State Road Development Corporation Ltd.	1,284.00
Construction of Major Bridge across Bankot Creek between Kolmandla, District Raigad to Veshvi on Revas Reddi Costal Highway (SH (special) No. 5 in Ratnagiri District on EPC Mode in state of Maharashtra’	Maharashtra State Road Development Corporation Ltd.	310.00
Construction of Flyover Arm-1 Arm-2 at T Junction on Sion Panvel Highway Maharashtra Nagar in M/E Ward	Brihanmumbai Municipal Corporation (BMC)	918.28
Development of 4 lane Economic Corridor from Bowaichandi to Guskara- Katwa Road Section Km 89.814 to Km 133.000 of NH 116A (Package-3) in the state of West Bengal under Hybrid Annuity Mode	National Highways Authority of India (NHAI)	1,391.00
		6,523.51
Power Projects
Supply, ETC and Civil Portion in connection with Trunkey Works Contract for establishment of 400/220 KV substation at Nandgaon Peth, Dist. Amravati, Maharashtra	Maharashtra State Electricity Transmission Co. Limited (MSETCL)	264.34
Procurement for Supply, Installation, Testing and Commissioning of New 11 KV Lines, LT Line on AB Cable, Distribution Transformer Substation and Supporting works such as DPs, TPs, crossing etc. for separation of 11 KV Mix Feeders & Mix DTRs under project financing from KfW for Feeder Separation (FSP) Lot-I: Chhindwara, Notice/ NIT No. [MD/EZ/CGM/KfW/ FSP/NIT/698 dated 07.03.2024 E-Tender no. - 2024 PKVVC 341810]	Madhya Pradesh Poorv Kshetra Vidyut Vitaran Company Limited, Jabalpur	192.69
		457.03
Airport Project
Construction of Elevated Western Crossfield Taxiways (the “WCT”), apron and associated works (taxiway systems, pavement, drainage works, ancillary buildings and associated infrastructure facilities)	Banglore International Airport Limited	894.06
		894.06
	Grand Total	7,874.60

> The following Subsidiaries of the Company have received
Commercial Operations Date for the Projects as mentioned
below.

• Ashoka Ankleshwar Manubar Expressway Private
Limited, w.e.f. April 02 2024 for its Hybrid Annuity
Mode (HAM) Project of National Highways Authority
of India (“NHAI”) vide letter issued by Independent
Engineer on April 04, 2024 for the Project viz. ‘Eight
Lane Vadodara Kim Expressway from Km 279.00
to Km 292.00 (Ankleshwar to Manubar Section

of Vadodara Mumbai Expressway) in the State of
Gujarat under NHDP Phase - VI on Hybrid Annuity
Mode (Phase IA-Package IV)’

• Ashoka Kandi Ramsanpalle Road Private Limited
w.e.f. January 31, 2024 for its Hybrid Annuity
Mode (HAM) Project of National Highways
Authority of India (“NHAI”) vide letter issued
by Independent Engineer on August 08, 2024 for
the Project viz. ‘designing, engineering, building,
financing, procurement, construction, development,

commissioning, operation, maintenance, of the Project
viz. Four laning of NH-161 from Kandi (Design
Km 0.000) (Km 498.250 of NH-65) to Ramsanpalle
(Design Km 39.980/Existing Km 44.757) (Design
Length = 39.980 Km) in the State of Telangana under
Bharatmala Pariyojna on Hybrid Annuity Mode

• Ashoka Baswantpur Signodi Road Private Limited
w.e.f September 15, 2024 as the Commercial
Operations Date (CoD) for stretch of 39.07 KMs
as per letter issued by Independent Engineer, dated
October 28, 2024, for its Hybrid Annuity Mode
(HAM) Project of National Highways Authority of
India (“NHAI”) viz. ‘Development of 6 lane Access
Controlled Greenfield highway from KM 162.500 to
KM 203.100, Baswantpur to Singondi Section of NH
150 C (Package 4 of Akkalkot KNT of TS Border)
on Hybrid Annuity Mode (HAM) under Bharatmala
Pariyojana’

• Ashoka Karadi Banwara Road Private Limited w.e.f.
February 11, 2025 as the Commercial Operation Date
(CoD) for stretch of 8.595 KMs vide letter issued by
Independent Engineer on March 03, 2025, in addition
to stretch of 41.61 KMs already received w.e.f.
September 08, 2023, (First CoD) vide NHAI letter
dated September 26, 2023, for its Hybrid Annuity
Mode (HAM) Project of National Highways Authority
of India (“NHAI”) for the Project viz. “Four Laning
of Tumkur Shivamogga Section from 66 540 (Design
km 65 195) (Karadi) to km. 119 790 (Design km.
121 900) (Banwara) of NH-206 on Hybrid Annuity
Mode under NHDP Phase-IV in the state of Karnataka
(Package-II)”

> Other Updates:

• Ashoka Bowaichandi Guskara Road Private Limited
(“SPV”), a wholly owned subsidiary of the Company
has executed a Concession Agreement with National
Highways Authority of India (“NHAI”) on January
06, 2025, for the Project viz. “for Development of
4 lane Economic Corridor from Bowaichandi to
Guskara-Katwa Road Section Km 89.814 to Km
133.000 of NH 116A (Package-3) in the state of West
Bengal under Hybrid Annuity Mode. The NHAI has
noted financial closure for the Project w.e.f. June 02,
2025.

• Company has executed EPC Agreement with
Serneke International Group AB, Sweeden, for
the Project floated by Baran International Limited
for Construction of 100 drinking water wells and
supply and installation of drinking water supply unit

in 35 villages of Ivory Coast amounting to around
Euros 18.50 Million excluding Custom Duty, VAT,
withholding tax etc.

• The Company has sold its entire 90% stake held in
ABL - Indira Projects JV LLP vide Share Purchase
Agreement executed with Indira Projects &
Development (Tamil Nadu) Private Limited and LLP
for a total consideration of Rs.5,44,50,099/- (Rupees
Five Crore Forty-four Lakh Fifty Thousand Ninety-
Nine only) in September 2024.

• The Company has entered into Share Purchase
Agreement to acquire, 100% of investments held by
Macquarie SBI Infrastructure Investments Pte Limited
and SBI Macquarie Infrastructure Trust (“Investors”)
in Ashoka Concessions Ltd. (“ACL”) i.e. 3,40,000
equity shares of Rs.10/- each, fully paid-up, comprising
34% equity share capital of ACL and 77,41,250 Class
A Compulsorily Convertible Debentures (CCDs)
& 2,00,00,000 Class B Compulsorily Convertible
Debentures (“ACL Securities”) at an aggregate
consideration of INR 1,526 crores (Indian Rupees
Fifteen Hundred and Twenty-Six Crores only); and

• Viva Highways Ltd., a wholly owned subsidiary of
the Company will acquire investments of Investors
i.e. 7,46,20,000 equity shares comprising 26% equity
share holding of its affiliate viz. Jaora Nayagaon Toll
Road Company Private Limited, at an aggregate
consideration of INR 150 crores (Indian Rupees One
Hundred and Fifty Crores only).

• Company and its material subsidiary viz. Ashoka
Concessions Limited (“ACL”), have entered into
securities purchase agreements and other transaction
documents with Epic Concesiones 2 Private Limited,
Infrastructure Yield Plus II and Infrastructure Yield
Plus IIA (both schemes of Infrastructure Yield Trust
and managed by their respective investment manager,
EAAA India Alternatives Limited (formerly known as
Edelweiss Alternative Asset Advisors Limited)) for,
inter alia, sale of the entire share capital (including
repayment/transfer of all shareholder loans) and
management control of the 11 SPVs held by the
Company and/or ACL for an aggregate consideration
of Rs.2,324 Crore (Indian Rupees Two Thousand
Three Hundred Twenty Four Crore only), subject
to adjustments for cash and debt like items and
other adjustments as agreed under the respective
Transaction Documents.

• Company and its material subsidiary viz. Ashoka
Concessions Limited (“ACL”), have entered into

securities purchase agreements and other transaction
documents with Indian Highway Concessions Trust
(acting through its investment manager) inter alia
for sale of the entire share capital (which will also
include repayment of any shareholder loans) held in
its following subsidiaries.

1) Ashoka Highways (Bhandara) Limited;

2) Ashoka Highways (Durg) Limited;

3) Ashoka Belgaum Dharwad Tollway Limited;

4) Ashoka Sambalpur Baragarh Tollway Limited; and

5) Ashoka Dhankuni Kharagpur Tollway Limited.
(collectively, the “SPVs”)

at an aggregate consideration of up to INR 2,539 Crore

(Indian Rupees Two Thousand Five Hundred Thirty Nine

Crore only), subject to adjustments for cash and debt like

items and other adjustments as agreed under the respective

Transaction Documents.

> Credit Ratings

Long Term Rating	CRISIL AA-/Negative (Reaffirmed)
	ACUITE AA / Assigned
	CARE AA-
Short Term Rating	CRISIL A1 / Reaffirmed
	ACUITE A1 / Assigned
	CARE A1
Commercial Papers	ICRA A1
Non-Convertible Debentures	CARE AA-

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

Future Outlook

The global economy is expected to maintain its growth rate at
3.1% in 2025-26. The developed economies may experience
a minor acceleration, with emerging markets and developing
economies are likely to experience a more subdued pace. On the
other hand, global inflation is expected to gradually decline to
4.2% in 2025 and 3.5 in 2026.

With the GDP projected to reach 7% during FY2025-26, India’s
economic growth outlook appears encouraging in the medium
term and these projections position India as one of the fastest
growing economies.

Private investments are expected to gain further momentum,
supported by improving global liquidity conditions as central
banks begin to ease monetary policies and reduce policy rates.
A synchronised global recovery from disrupted supply chain
in the coming year is likely to boost exports, while enhanced
capital flows will drive increased investment and consumption.

This scenario could prompt the Indian Government to reassess
its spending priorities, resulting in a faster reduction of the fiscal
deficit and a boost to private investments. The infrastructure
landscape has evolved as a dynamic landscape, transitioning
from the domain of utilities and public service providers to the
focal point of policy dialogues.

Several factors are driving the future of infrastructure including
the advent of new technologies, Industry 4.0, evolving
consumer behaviour and aspirations, shifts in the nature of work
and effective governmental development initiatives. In this
changing scenario, the roles of infrastructure stakeholders are
also changing and a different approach needs to be adopted for
delivering infrastructure and services that are best suited to the
demands of the modern era.

India’s road infrastructure has undergone significant
development, with a constant focus on improving the overall
connectivity while also establishing critical links even in
geographically challenging regions. As a priority sector for the
Centre, the sector has witnessed ambitious highway construction
targets to build a world-class network of expressways, speedy
project awards and rapid execution to support these targets.
The construction landscape has further been supported by
efforts to constantly maintain a favourable policy regime for all
stakeholders.

The company’s primary focus remains to build sustainable EPC
business in segments of highways, railways, power T&D and
buildings.

Capital Expenditure

As at March 31, 2025, the Gross value of Fixed Assets including
Property Plant & Equipment (PPE), Intangible Assets, CWIP
and Right of use was Rs.1023.89 Crore and WDV value is
Rs.324.28 Crore. During the year, addition was Rs.93.07 Crore.

Share Capital

During the year under review, there is no change in the paid-
up share capital of the Company. The paid-up share capital as
at March 31, 2025 stood at Rs.140.36 Crore. The Company
has not issued any shares with differential voting rights or by
way of rights issue or Bonus Issue or Sweat Equity shares or
shares under ESOP. Further, the Company has not provided any
money to its employees for purchase of its own shares hence
the Company has nothing to report in respect of Rule 4(4),
Rule 12(9) and Rule 16 of the Companies (Share Capital &
Debentures) Rules, 2014.

During financial year under review, the Company has also not
raised any funds through preferential allotment or qualified
institutions placement as specified under Regulation 32(7A) of
the SEBI(LODR).

Debt Securities

The Company has issued Non-Convertible Debentures and
commercial papers during the year under review as follows.

Sr. No.	Debt Instrument	Date of issue	Amount (Rs. Crore)	Date of Redemption/ Maturity
1	NCD	26-11-2024	100	09-04-2026
2	NCD	26-11-2024	100	16-04-2026
3	NCD	26-11-2024	100	26-04-2026
4	CPs	29-05-2024	50	26-08-2024
5	CPs	30-08-2024	50	26-11-2024
6	CPs	28-11-2024	50	24-02-2025
7	CPs	26-12-2024	50	26-03-2025
8	CPs	27-02-2025	50	26-05-2025

All the CPs have been redeemed along with interests on
respective due dates without any delay.

Dividend

The Board of Directors has not recommended dividend for
FY 2024-25, in view of the future development plans of the
Company along with requirement for investment in capital of
Subsidiaries / Project SPVs. (Previous Year: Nil)

General Reserve

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

Public Deposits

During the year under review, your Company had not accepted
any deposit from public / persons within the meaning of the
provisions of Section 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014.

Committees

Your Company has in place the following Committees as
mandated under the provisions of the Act and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015,
amended from time to time (“Listing Regulations” / “SEBI
LODR”).

a. Audit Committee:

b. Nomination and Remuneration Committee; (NRC)

c. Stakeholder Relationship Committee; (SRC)

d. Corporate Social Responsibility Committee; (CSR) and

e. Risk Management Committee.

The Composition of all Committees, number of meeting/(s)
held during the year under review, brief terms of reference and
other details have been provided in the Corporate Governance
Report which forms part of this Annual Report. All the
recommendations made by the Committees were accepted by
the Board, wherever required.

Policies / Codes of the Company:

The list of Policies/Codes hosted on the website of the Company,
www.ashokabuildcon.com is given in Corporate Governance
Report forming part of this report.

Subsidiaries, Associates and Joint Ventures

The Company has 60 subsidiaries (including 5 subsidiaries as
its material unlisted subsidiaries) and 5 Associates and Joint
Ventures as on March 31, 2025.

In accordance with Section 129(3) of the Act and as per Indian
Accounting Standards (Ind AS) 110, the Company has prepared
the Consolidated Financial Statements of the Company and all
its subsidiaries and Associates, which form part of the Report.

A report on the performance and financial position of each of the
subsidiaries, associates and joint venture companies is provided
in the notes to the consolidated financial statements. Pursuant to
the provisions of Section 129(3) of the Act, read with Rule 5 of
the Companies (Accounts) Rules, 2014, a statement containing
salient features of the financial statements of the Company’s
Subsidiaries, Associates and Joint Ventures in Form AOC-1 as
Annexure I is attached to the Board’s Report.

In accordance with the provisions of Section 136 of the Act, the
Annual Report of the Company, containing therein its standalone
and the consolidated financial statements has been placed on the
website of the Company. Further, audited annual accounts of
each of the subsidiary companies have also been placed on the
website of the Company, at https://www.ashokabuildcon.com/
subsidiaries.php

The Shareholders interested in obtaining a copy of the audited
annual accounts of the subsidiary companies may write to the
Company Secretary at the Company’s registered office address.

During the year under review, Viva Infrastructure Limited,
Ashoka Infrastructure Limited and Ashoka Baswantpur
Singnodi Road Private Limited, wholly owned subsidiaries of
the Company allotted 40,02,250, equity shares of Rs.10/- each,
66,50,000 Equity shares of Rs.10/- each and 41,00,000 Equity
Shares of Rs.10/- each fully paid respectively. The Shareholding
of the Company has remained 100% in all these subsidiaries.

Framework for Monitoring Subsidiary Companies

During the year under review, Five (5) subsidiaries were
identified as material unlisted subsidiaries of the Company, as
per the Listing Regulations, basis audited financial statement for
FY 2023-24.

Details of Material unlisted subsidiaries

Name	Date & Place of incorporation	Name of Statutory Auditors	Date of Appointment
Viva Highways Limited	16/08/2001 Nashik	Pravin R. Rathi & Associates	20.09.2022
Ashoka Concessions Limited	05/04/2011 Nashik	Price Waterhouse Chartered Accountants LLP	30.09.2023
Jaora-Nayagaon Toll Road Company Private Limited	10/07/2007 Indore	S R B C & Co. LLP	12.09.2023
Ashoka Ankleshwar Manubar Expressway Private Limited	12/04/2018 New Delhi	M/s. PSMG & Associates	17.09.2024
GVR Ashoka Chennai ORR Limited	23/07/2013 Chennai	M/s. R. Subramanian and Company LLP	30.09.2022

In terms of the provisions of Regulation 24(1) of the Listing
Regulations, appointment of one of the Independent Directors
of the Company on the Board of material subsidiaries was
applicable to only three (3) subsidiaries viz. Ashoka Concessions
Limited, Jaora-Nayagaon Toll Road Company Private Limited
and Viva Highways Limited. Mr. Mahendra Mehta, Mr.
Nikhilesh Panchal and Mr. Mahendra Mehta were the Nominees
of Independent Directors in said subsidiaries respectively as on
March 31, 2025.

The composition and effectiveness of Boards of all
subsidiaries is reviewed by the Company periodically. The
Governance framework is also ensured through appointment
of Secretarial Auditors. Guidance is provided to subsidiaries
on matters relating to conduct of Board meetings, training and
Familiarization Programs for the Independent Directors on the
Boards of Subsidiaries.

The Company is in compliance with Regulation 24A of the Listing
Regulations. As per regulation 24A of the Listing Regulations,

a listed company is required to annex the secretarial audit report
of its material unlisted subsidiaries to its Board’s Report. The
secretarial audit reports for FY2024-25 of material unlisted
subsidiaries viz. Ashoka Concessions Limited, Viva Highways
Limited, Jaora-Nayagaon Toll Road Company Private Limited,
GVR Ashoka Chennai ORR Limited and Ashoka Ankleshwar
Manubar Expressway Private Limited (SPVs) are annexed
herewith and also available on the website of the Company at
https://www.ashokabuildcon.com/files/investors/financial-info/
Secretarial%20Audit%20Reports.pdf

The Secretarial Audit Reports of the said SPVs do not contain
any qualification, reservation or adverse remark.

Material Unlisted Subsidiaries

As on April 01, 2025, Ashoka Concessions Limited, Viva
Highways Limited, Jaora-Nayagaon Toll Road Company
Private Limited and GVR Ashoka Chennai ORR Limited are
the 4 material unlisted subsidiaries of the Company as per SEBI
LDOR. Ashoka Ankleshwar Manubar Expressway Private
Limited ceased to be material unlisted subsidiary based on
audited financials for FY 2024-25.

GVR Ashoka Chennai ORR Limited does not require
appointment of Nominee Independent Director of the Company
on its Board of Directors as the net worth of GVR Ashoka
Chennai ORR Limited does not exceed 20% of the consolidated
net worth of the Company as on March 31, 2025.

The Company monitors performance of subsidiary companies,
inter alia, by the following means:

> Financial statements, in particular investments made
by subsidiary companies, are reviewed quarterly by the
Company’s Audit Committee.

> Minutes of Board meetings of subsidiary companies are
placed before the Company’s Board regularly.

> A statement containing all significant transactions and
arrangements, if any, entered into by subsidiary companies
is placed before the Company’s Board.

> Presentations are made to the Company’s Board on business
performance of major subsidiaries of the Company by the
senior management.

The Company’s Policy for determining Material Subsidiaries
is available on the website of the Company at https://www.
ashokabuildcon.com/files/investors/corporate-governance/
ABL-Policv%20on%20Material%20Subsidiaries%20-%20
LODR%202015.pdf

Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated
8 February 2019 read with Regulation 24A of the Listing

Regulations, directed listed entities to conduct Annual Secretarial
Compliance Audit from a Practicing Company Secretary of all
applicable SEBI Regulations and circulars/guidelines issued
thereunder. The said Secretarial Compliance Report is required
to be submitted to the Stock Exchanges within 60 days from
the end of the financial year. The Company has engaged the
services of M/s Sharma and Trivedi LLP, Company Secretaries
for providing the certificate. The Company is publishing the
said Secretarial Compliance Report, on voluntary basis and the
same can be accessed through https://www.ashokabuildcon.
com/files/investors/corporate-governance/ABL_Secretarial_
Compliance_Report_310325_BSE_NSE.pdf

Disclosure relating to remuneration of Directors, Key
Managerial Personnel and particulars of employees

In accordance with Section 178 and other applicable provisions
of the Act read with the Rule 6 of the Companies (Meeting
of Boards and its Powers) Rules, 2014 issued thereunder and
Regulation 19 of the LODR, 2015, the Board of Directors
reviewed and revised the Remuneration Policy of your
Company. The Remuneration Policy is covered in the Corporate
Governance Report which forms part of the Report is available
on the web link at https://www.ashokabuildcon.com/files/
investors/corporate-governance/Remuneration%20Policy.pdf

Directors and Key Managerial Personnel

Mr. Satish Parakh (DIN: 00112324), Managing Director and
Mr. Sanjay Londhe (DIN: 00112324), Whole time Director were
re-appointed on the Board as the Managing Director and Whole¬
Time Director respectively in its meeting held on March 20,
2025 for the period of three (3) years and further, as per Section
196 and Schedule V of the Act, the approval of the members
had been obtained, vide Special Resolution, by way of Postal
Ballot, the results of which were declared on June 26, 2025.

Mr. Ashok Katariya (DIN:00112240) and Mr. Satish Parakh
(DIN: 00112324) are liable to retire by rotation at the ensuing
AGM pursuant to section 152(6)(c) of the Act read with the
Companies (Appointment and Qualification of Directors) Rules,
2014 and the Articles of Association of the Company and being
eligible have offered themselves for re-appointment.

Mr. Ashok Katariya (DIN: 00112240) has been re-appointed as
a Whole-time Director, designated as a Chairman, for a period
of 2 years from April 01, 2024 and further, as per Section 196
and Schedule V of the Act, the approval of the members has
been obtained by way of Postal Ballot, the results of which
were declared on March 17, 2024 vide a special resolution
for continuation of his office as a Whole-time Director, upon
attaining the age of 70 (seventy) years.

During the year, Mr. Mahendra Mehta (DIN: 07745442) was
re-appointed as the Independent Director of the Company for

the 2nd term of 5 consecutive years w.e.f. April 01, 2025. The
approval of the members has been obtained by way of Postal
Ballot, the results of which were declared on March 31, 2025
vide a special resolution.

Whole-Time Key Managerial Personnel

Mr. Satish Parakh, Managing Director, Mr. Ashish Katana,
Whole-time Director, Mr. Paresh Mehta, Chief Financial
Officer and Mr. Manoj Kulkarni, Company Secretary have been
recognized as the Whole-time Key Managerial Personnel of
your Company in accordance with the provisions of sections
2(51) and 203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

None of the Key Managerial Personnel has resigned during the
year under review.

Independent directors

The Independent Directors are the Board members who
meet definition and criteria on ‘independence’ as set out in
Regulation 16 of Listing Regulations, Section 149(6) of the
Companies Act, 2013 read with rules and Schedule IV thereto
and other applicable regulations. In terms of Regulation 25(8)
of Listing Regulations. Independent Directors of the Company
have confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties.

Accordingly, based on the declarations received from all
Independent Directors, the Board of Directors has confirmed
that Independent Directors of your Company fulfill the
conditions specified in the Companies Act, 2013 and Listing
Regulations and are independent of the management. Further,
the Independent Directors confirmed that they have enrolled
themselves in the Independent Directors’ Databank maintained
by the Indian Institute of Corporate Affairs.

During the year under review, none of Independent Directors
had resigned from the directorship.

Your Company issues formal letter of appointment to the
Independent Directors at the time of their appointment / re¬
appointment. The terms and conditions of the appointment of
Independent Directors are available on the Company’s website
at https://www.ashokabuildcon.com/files/investors/corporate-
governance/ABL_ID_Appointment_Letter_format.pdf

Further, in the opinion of the Board, the Independent Directors
fulfill the conditions prescribed under the Listing Regulations
2015 and are independent of the management of the Company.
Further, the Board also states that Independent Directors are the
persons of integrity and have adequate experience to serve as
Independent Directors of the Company.

Meeting of Independent Directors

The Independent Directors meet at least once in a year, without the
presence of Executive Directors or Management representatives.
They also have separate meeting(s) with the Chairman of the
Board, to discuss issues and concerns, if any. During the year
under review, one meeting of Independent Directors was held on
March 20, 2025. The Independent Directors inter alia discussed
the issues arising out of the Committee Meetings and Board
including the quality, quantity and timely flow of information
between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform its
duties. In addition to these formal meetings, interactions outside
the Board Meetings also take place between the Chairman and
Independent Directors.

Annual evaluation of Board’s performance

The Board has carried out an annual evaluation of its own
performance, Board Committees, and individual Directors
(including independent Directors) pursuant to the provisions of
the Act and the Listing Regulations.

The separate point is covered in Corporate Governance Report,
which is a part of this Annual Report.

Meetings of the Board

10 (Ten) Meetings of the Board of Directors were held during the
year under review. The details of the number of Board meetings
of your Company are set out in the Corporate Governance
Report which forms part of the Report. The gap between two
Board Meetings did not exceed 120 days as per Section 173 of
the Companies Act, 2013.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5)
of the Companies Act, 2013, your Directors, based on the
representations received from the Operating Management and
after due enquiry, confirm that:

> In the preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards read
with requirements set out under Schedule III to the Act,
have been followed and there are no material departures
from the same;

> The Directors had in consultation with Statutory Auditors,
selected accounting policies and applied them consistently
and have made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2025 and of the
Profit of the Company for the year ended on that date;

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

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

> The annual accounts have been prepared on a ‘going
concern’ basis;

> They have laid down adequate internal financial controls to
be followed by the Company and that such internal financial
controls are adequate and are operating effectively during
the financial; year 2024-25; and

> They have devised proper systems to ensure compliance
with the provisions of all applicable laws are in place and
such systems were adequate and operating effectively
during the financial; year 2024-25.

Auditors and Auditors’ Reports

a. Statutory Auditors

The Shareholders of the Company, pursuant to the provisions
of Section 139 of the Act and the Companies (Audit and
Auditors) Rules, 2014, have appointed M/s. S R B C & CO
LLP, Chartered Accountants, Mumbai, (Firm Registration No.
324982E/E300003), as the Statutory Auditors to hold office till
the conclusion of the 34^th Annual General Meeting (‘AGM’) of
the Company to be held for FY 2026-27. They have confirmed
that they are not disqualified from continuing as Auditors of the
Company and are eligible for re-appointment.

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

The Auditors’ Reports on Standalone Financial Statements
(SFS) Consolidated Financial Statements (CFS) for financial
year 2024-25 do not contain any qualification, observation or
adverse remark except the following:

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

Remark: Undisputed statutory dues including goods and
services tax, provident fund, employees’ state insurance,
income-tax, sales-tax, service tax, duty of custom, duty of excise,
value added tax, cess and other statutory dues as applicable
have generally been regularly deposited with the appropriate
authorities though there has been a slight delay in a few cases
for provident fund and profession tax.

Reply: There was slight delay in payment of provident fund and
professional tax due to unavoidable circumstances. However,
the same had been regularized and the dues have been paid
during the year. The necessary precautions have been taken to
ensure that no such delays happen in future.

b. Cost Auditors

Your Company is maintaining the cost records as specified by
the Central Government under sub-section (1) of Section 148 of
the Companies Act, 2013 and had appointed M/s. S. R. Bhargave
& Co., Cost Accountants (Firm Registration No. 000218) as
the Cost Auditors to conduct the audit of cost records of the
Company and to issue Cost Audit Report for FY2024-25.

The Board has proposed the appointment of M/s S. R. Bhargave
& Co., Cost Accountants, as the Cost Auditors of the Company
for FY 2025-26 at a remuneration of Rs.5,40,000/- (Rupees Five
Lakh Forty Thousand only) plus applicable taxes and out-of¬
pocket expenses at actuals. The consent has been received from
M/s. S. R. Bhargave & Co., Cost Accountants, Pune, to act as
the Cost Auditors of your Company for financial year 2025-26
along with a certificate confirming their independence.

Appropriate resolution has been recommended by the Board to
be passed by the shareholders in the ensuing Annual General
Meeting to ratify the remuneration of the Cost Auditors for
FY2025-26.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company had appointed M/s.
Sharma and Trivedi LLP (LLP IN: AAW-6850) Practising
Company Secretaries, Mumbai, to conduct the Secretarial Audit
of your Company for FY 2024-25. The Secretarial Audit Report
is annexed herewith as Annexure II to the Board’s Report.

There are no observations / remarks or qualifications in the
Secretarial Audit Report for FY2024-25 except the following.

Remark: Delay in filing of few E-forms which were filed after
prescribed time with additional fees.

Reply: There was delay in filing e-forms with Ministry of
Corporate Affairs for reasons beyond the control of the Company.
However, such form was filed with additional filing fees as
prescribed under the Act and compliance has been regularized.

Remark: Delayed submission of the Statement of the utilization
of the proceeds from Non-Convertible Debentures, issued
during the quarter December, 2024.

Reply: Due to oversight, there was a delay in submission of
statement under Regulation 52(7) of SEBI LODR regarding
utilisation of issue proceeds. The same was submitted and BSE
imposed fine of Rs.29,000/-. The Company has submitted its
waiver request to BSE Limited for waiving the fine and reply
from BSE is awaited.

Further, Pursuant to Section 204 and other applicable provisions,
if any, of the Companies Act, 2013 read with the Companies
(Meeting of Board and its Powers)Rules, 2014 [including any
statutory modification(s) or amendment(s) or re-enactment(s)
thereof for the time being in force] and Regulation 24A (1) (b)
of SEBI (Listing Obligations and Disclosure Requirements)
(Third Amendment) Regulations 2024, the Board of Directors
on the recommendation of the Audit Committee has appointed
M/s. Sharma and Trivedi LLP (LLP IN: AAW-6850), as
Secretarial Auditors of the Company to hold office for the first
term of 5 consecutive years from FY 2025-26.

The necessary resolution seeking members approval for
appointment of M/s. Sharma and Trivedi LLP, Company
Secretaries forms part of AGM notice

d. Internal Auditors

M/s Suresh Surana & Co. LLP and M/s Hiran Surana &
Associates, LLP, Chartered Accountants had been appointed
as Joint Internal Auditors of the Company for FY2024-25 and
the reports of Joint Internal Auditors were reviewed by the
Audit Committee from time to time at the meetings of Audit
Committee. The observations and suggestions of the Internal
Auditors were reviewed and necessary corrective/preventive
actions were taken in consultation with the Audit Committee.

The Company has appointed M/s Suresh Surana & Co. LLP,
Mumbai and M/s. Hiran Surana & Associates, LLP, Chartered
Accountants, Nashik, as Joint Internal Auditors for FY2025-26.

Audits and internal checks and balances

M/s S R B C & CO. LLP, Chartered Accountants, audit the
accounts of the Company.

The Company has adequate internal control systems that are
commensurate with the size and nature of its business which
ensures that all the assets are acquired economically and used
optimally. The systems are safeguarded, protected against
loss from unauthorised use or disposition, and all transactions
are properly authorised, recorded and reported correctly. A
dedicated Legal Compliance ensures that the Company conducts
its businesses with legal, statutory and regulatory compliances.
The Company has instituted a legal compliance program in
conformity with requirements of the Act to ensure that there
exists a system which is adequate and operates effectively and
efficiently. Well-documented policies supplement the internal
control system. Audits of various departments are conducted as
per the annual audit plan through joint internal auditors, who
submit reports to the management and the Audit Committee of
the Board from time to time. The views of the statutory auditors
are also considered to ascertain the adequacy and efficacy of
the internal control system and measures. The project sites of
the Company are covered through SAP ERP system. All these

measures are continuously reviewed by the management and as
and when necessary and required improvements are made.

Adequacy of Internal Financial Controls with reference to
the financial statements:

The Company has designed and implemented a process driven
framework for Internal Financial Controls (“IFC”) within the
meaning of the explanation to Section 134(5)(e) of the Act
read with Rule 8(5) (viii) of the Companies (Accounts) Rules,
2014. The Company has appropriate internal control systems
for business processes with regard to its operations, financial
reporting and compliance with applicable laws and regulations.

It has documented policies and procedures covering financial
and operating functions and processes. These policies and
procedures are updated from time to time and compliance is
monitored by the internal audit function as per the audit plan.
The Company continues its efforts to align all its processes and
controls with best practices.

Your Company uses SAP ERP Systems to maintain its Books
of Account. The transactional controls built into the SAP ERP
systems ensure appropriate segregation of duties, appropriate
level of approval mechanisms and maintenance of supporting
records. The systems, Standard Operating Procedures and
controls including manual controls are reviewed by Management.

Your Company has in place adequate Internal Financial Controls
with reference to the Financial Statements commensurate with
the size, scale and complexity of its operations. The Company
has appointed independent audit firms as Internal Auditors to
observe the Internal Control system. The Board of the Company
have adopted various policies viz. Policy on determining Material
Subsidiary, Policy on Determination of Materiality of Events or
Information, Whistle Blower Policy, Policy on Related Party
Transactions, Policy on Prohibition of Insider Trading, Policy
on Prevention of Sexual Harassment at Workplace, Policy on
Corporate Social Responsibility, Nomination and Remuneration
Policy, Risk Management Policy, Dividend Distribution Policy
and other policies and procedures for ensuring the orderly and
efficient conduct of its business for safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial information.

The Audit Committee of the Board actively reviews the
adequacy and effectiveness of the internal control system and
suggests improvements to strengthen the same. The Company
has robust management information system, which is an integral
part of the control mechanism.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

In compliance of Sections 124 and 125 of the Act read with
Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, any money transferred
to the Unpaid Dividend Account of a Company in pursuance of
these sections, which remains unpaid or unclaimed for a period
of seven years from the date of such transfer shall be transferred
by the Company along with interest accrued, if any, thereon to
the Fund established under sub-section (1) of section 125 of the
Act i.e. Investor Education and Protection Fund.

During the year under review, the Company transferred a sum
of Rs.73,152/- to the Investor Education and Protection Fund
established by the Central Government (IEPF). The said amount
represents Final Dividend FY 2016-17 lying unclaimed with the
Company for a period of 7 years from its due date of payment.

An amount of Rs.4,70,464/- pertaining to various unpaid
dividends along with 22,930 underlying shares had been
transferred to IEPF from time to time.

Now there is no unclaimed dividend account as all the amounts
have been transferred to IEPF.

TRANSFER OF SHARES TO IEPF

As required under Section 124 of the Companies Act, 2013,
15,517 Equity shares, in respect of which dividend has not been
claimed by the members for Seven (7) consecutive years, have
been transferred by the Company to IEPF during the year under
review. The details of shares transferred have been uploaded on
the website of IEPF as well as the Company.

The members/claimants whose shares or unclaimed dividend,
have been transferred to the IEPF demat Account or the Fund,
as the case may be, may claim the shares or apply for refund by
making an application to the IEPF Authority in the prescribed
form available on http://www.iepf.gov.in along with requisite
fees as decided by the IEPF Authority from time to time. The
member/claimant can file only one consolidated claim in a
financial year as per the IEPF Rules.

Familiarization Program for Independent Directors

Pursuant to the requirement of Regulation 25(7) of the (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company needs to formally arrange Induction
or Familiarization Program for Independent Directors to
familiarize them with their role, rights and responsibility as
Independent Directors, the working of the Company, nature of
the industry in which the Company operates, business model
and Regulatory updates.

The Company believes that a Board, which is well informed/
familiarized with the Company and its affairs, can contribute
significantly to effectively discharge its role of trusteeship in
a manner that fulfils stakeholders’ aspirations and societal
expectations.

The Company has an orientation process/familiarization
program for independent directors, which includes:

a) Briefing on their role, responsibilities, duties, and
obligations as a member of the Board;

b) Nature of business and business model of the Company,
Company’s strategic and operating plans; and

c) Matters relating to Corporate Governance, Code of
Business Conduct, Risk Management, Compliance
Programs, Internal Audit, etc.

In pursuit of this and as part of ongoing training, the Company
schedules meetings of business heads and functional heads
with the Independent Directors. During these meetings,
comprehensive presentations are made on the various aspects
such as Company’s business models, growth and performance,
new business strategies and initiatives etc. These meetings also
facilitate Independent Directors to provide their inputs and
suggestions on various strategic and operational matters directly
to the business and functional heads.

The details are mentioned in the Corporate Governance Report
which is a part of the report. The details of the Familiarization
Program for Independent Directors of the Company are hosted
on the website of the Company at https://www.ashokabuildcon.
com/files/investors/corporate-governance/Familiarisation%20
Programme-2425.pdf

Policies

The details about the adoption of the various Policies as per
the requirement of the SEBI (LODR) Regulations, 2015 are
covered in the Corporate Governance Report, which forms part
of this Report.

Prohibition of Insider Trading

The details about prohibition of trading by Insiders are covered
in the Corporate Governance Report which forms part of this
Report.

Insurance

The Company’s plant, property, equipment and stocks are
adequately insured against major risks. The Company has
appropriate liability insurance.

DIRECTORS AND OFFICERS LIABILITY INSURANCE
(D & O)

Pursuant to Regulation 25(10) of the Listing Regulations, the
Company has taken the Directors and Officers Liability Insurance
(‘D & O Insurance’) policy for all the Directors including
Independent Directors of the Company for indemnifying them
against any liability in respect of any negligence, default,
misfeasance, breach of duty, or breach of trust for which they
may be guilty in relation to the Company.

SUCCESSION PLANNING

The Nomination and Remuneration Committee of the Board
is entrusted with overseeing succession planning for the
Company’s Board and Senior Management. The Company
recognizes that robust succession planning is critical to ensuring
business continuity and long-term growth. To this end, a well-
defined framework has been established to facilitate the seamless
transition of Directors, Key Managerial Personnel, and Senior
Management.

Disclosure on confirmation on the Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by
the Institute of Company Secretaries of India have been duly
complied with.

Related party transactions

All Related Party Transactions entered during the year under
review were in compliance with the requirements of the Act and
the Rules framed thereunder and LODR 2015. All the required
approvals of the Audit Committee, the Board of Directors and
Shareholders, if any, have been obtained, in accordance with
applicable laws for the Related Party Transactions. RPT Policy,
which is reviewed periodically is uploaded on the website at
https://www.ashokabuildcon.com/files/investors/corporate-
governance/Related%20party%20Transactions%20Policy.pdf

During the year under review, your Company entered into
transactions with related parties as defined under Section 2(76)
of the Act read with the Companies (Specification of Definitions
Details) Rules, 2014, which were in the ordinary course of
business and on arm’s length basis and in accordance with the
provisions of the Act, Rules issued thereunder and Regulation 23
of the LODR 2015. The details of the related party transactions
required under IND AS - 24 are set out in Note No. 52 to the
standalone financial statements forming part of the Report.

During the financial year 2024-25, the Company did not enter
into materially significant transactions with Promoters, Key
Managerial Personnel or other related parties, which may have a
potential conflict with the interest of the Company. Accordingly,
the disclosure of Related Party Transactions as required under
Section 134(3) (h) of the Companies Act, 2013 in prescribed
Form AOC 2 is not applicable.

Particulars of loans given, investments made, guarantee
given and securities provided under Section 186 of the Act

The particulars of the loans given, investments made or
guarantees given and securities provided covered under
the provisions of Section 186 of the Act, are provided in the
Note No. 43 to the Standalone Financial Statements of the
Company. Your Company falls within the scope of the definition
“Infrastructure Company” as provided by the Companies
Act, 2013. Accordingly, the Company is exempted from the
provisions of Section 186 of the Act with regards to Loans,
Guarantees and Investments except section 186 (1) of the
Companies Act, 2013.

Annual Return

Pursuant to the provisions of Section 92(3) read with Section
134(3)(a) of the Act, the Annual Return, in the prescribed form
MGT-7, as on 31^st March 2025 is available on the Company’s
website at https://www.ashokabuildcon.com/files/investors/
financial-info/Form MGT 7 Web.pdf

Corporate Social Responsibility

Your Company considers Corporate Social Responsibility
(CSR) to be an integral part of its business philosophy. It is
committed to conducting its operations in a sustainable manner
that creates value for society while aligning with the interests
of its stakeholders. In compliance with Section 135 of the
Companies Act, 2013, the Company has constituted a Corporate
Social Responsibility Committee (“CSR Committee”). Details
regarding the composition and terms of reference of the CSR
Committee are disclosed in the Corporate Governance Report..

In compliance with the amendments in the various provisions of
the Companies Act, 2013 and the Companies Corporate Social
Responsibility Amended Rules, 2021 issued by the Ministry
of Corporate Affairs the Company had amended the Corporate
Social Responsibility (CSR) Policy, which is available on the
website of the company at https://www.ashokabuildcon.com/
files/investors/corporate-governance/CSR%20Policy.pdf

For FY 2024-25, the CSR Committee approved the Budget
for CSR activities for an amount of Rs.7.50 Crore, out of
which Rs.7.00 Crore were allocated for Infrastructure Fund of
Ashoka Institute of Medical Sciences and Research (AIMSR).
The said amount of Rs.7.50 Crore has been fully spent during
FY 2024-25 and there is no unspent CSR amount up to and
including FY 2024-25.

Further, as required under Rule 4 (5), Chief Financial Officer had
issued a Certificate dated May 23, 2025 certifying that the funds
so disbursed for CSR activities as per CSR Budget approved by
the Company have been utilised fully for FY24-25 and also an
unspent amount for FY 23-24 of Rs.4.43 Crore for the purposes
and in the manner as approved by Board of Directors of the

Company from time to time. The CSR activities for financial
year ended March 31, 2025 along with the composition of CSR
Committee is set out in Annexure III to the Board’s Report.

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

Your Company has in place a policy on Prevention of Sexual
Harassment of Women at Workplace which is in line with
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (“POSH
Act”).

Your Company has zero tolerance towards any action on the part
of any of its officials, which may fall under the ambit of “Sexual
Harassment” at workplace. The objective of this Policy is to
provide an effective Complaint Redressal Mechanism if there is
an occurrence of sexual harassment. The Company is committed
to treat every employee with dignity and respect. The Company
also conducts regular awareness program in accordance with the
requirements of the law.

The Company has also complied with the provisions of setting
up of an Internal Complaint Committee which is duly constituted
in compliance with the provisions of the POSH Act. All women,
permanent, temporary, trainees or contractual staff including
those of service providers are covered under the policy. The
Company has provided a safe and dignified work environment
for employees which is free of discrimination.

Disclosure as per Section 22 of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 is given below.

Pursuant to the requirements of Section 22 of Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 read with the Rules thereunder, it is hereby declared
for financial year 2024-25, as follows.

a. number of complaints filed during financial year
Nil

b. number of complaints disposed of during financial year
N.A.

c. number of complaints pending as on end of financial year.
N.A.

MATERNITY BENEFIT PROVIDED BY THE COMPANY
UNDER MATERNITY BENEFIT ACT 1961

The Company states that it has duly complied with the provisions
of the Maternity Benefit Act, 1961. All eligible women employees
have been extended the statutory benefits prescribed under the
Act, including paid maternity leave, continuity of salary and
service during the leave period, and post-maternity support such
as nursing breaks and flexible return-to-work options or work

from home, wherever and if applicable. The Company remains
committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women
employees in accordance with applicable laws.

Disclosure under section 134 (3) (l) of the Act

Except as disclosed elsewhere in the report, there have been
no material changes and commitments which can affect the
financial position of the Company between the end of financial
year of the Company and date of the report.

Conservation of energy, technology absorption, foreign
exchange earnings and outgo

The information on Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as stipulated
under section 134 of the Act read with the Companies (Accounts)
Rules, 2014 is as follows:

Conservation of energy

The Company does not have any manufacturing facility. The
other particulars required to be provided in terms of Section
134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 are not applicable.

Nevertheless, during the period the Company continued its
endeavor to conserve energy through non-conventional mode
like use of solar energy. Energy conservation continues to be
a focus area for the Company. Energy conservation measures
are meticulously followed and conform to the highest standards.

Sr. No.	Particulars	Remarks
i.	Steps taken or impact on conservation of energy	In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those actually implemented by the Company.
ii	Steps taken by the Company for utilizing alternate source of energy	In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those actually implemented by the Company.
iii	The capital investment on energy conservation equipment	Nil

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

Sr. No.	Particulars	Remarks
i	the efforts made towards technology absorption	No specific efforts made other than in the ordinary course of execution of the Project
ii	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
iii	in case of imported technology (imported during the last three years reckoned from the beginning of financial year	N.A.
a.	the details of technology imported	N.A.
b.	the year of import	N.A.
c.	Whether the technology fully absorbed	N.A.
d.	If not fully absorbed, areas where absorption has not taken place, reasons thereof	N.A.
iv	The expenditure on Research and Development	Nil

Foreign Exchange Earnings and Outgo

Foreign Exchange earnings and outgo during the year under
review are as follows:

Total Foreign Exchange Earned and Outgo	Rs. in Lakhs
Foreign Currency Earnings	25,309.25
Foreign Exchange Outgo	15,628.41

Details on Internal Financial Controls

The Company has in place adequate internal financial controls,
some of which are outlined below.

• The Company prepared its Financial Statements to comply
with the accounting standards specified under Section 133
of the Companies Act, 2013 read with Companies (Indian
Accounting Standards) Rules, 2015, as amended from time
to time. These Standalone financial statements include
Balance Sheet as at March 31, 2025, the Statement of Profit
and Loss including Other Comprehensive Income, Cash
flows Statement and Statement of changes in equity for the
year ended March 31, 2025, and a summary of significant
accounting policies and other explanatory information.
The Changes in policies, if any, are approved by the Audit
Committee in consultation with the Auditors.

• The policies and procedures adopted by the Company
for ensuring the orderly and efficient conduct of its
business, including adherence to Company’s policies, the
safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial information.

• The policies to ensure uniform accounting treatment
are prescribed to the subsidiaries of your Company. The
accounts of the subsidiary companies are audited and
certified by the respective Auditors of the Subsidiaries for
consolidation.

• The Company has implemented new ERP (SAP) during
financial year 2018-19 and is being used regularly and
effectively and upgraded as per requirements.

• The opportunity presented by the emergence of Digital
Technologies is one of the key strategic enablers to our
sustainable growth. As a step towards process simplification,
integration and speed, we have implemented the SAP S4 -
HANA platform. This has enabled the organisation with a
single source for financial accounting, costing, and asset
accounting through Integrated System under SAP S4/
HANA architecture.

• The Management periodically reviews the financial
performance of your Company against the approved plans
across various parameters and takes appropriate action,
wherever necessary. Internal Auditors have been appointed
who report on quarterly basis on the processes and system
of accounting of the Company. The observations, if any, of
the Internal Auditors, are resolved to their satisfaction and
are implemented across all the sites.

• During the year under review, the internal financial controls
were reviewed and tested by a reputed firm of Chartered
Accountants who report on quarterly basis on the process
and systems of accounting and other operational processes
of the Company. The main thrust of internal audit is to
test and review controls, appraisal of risks and business
processes, besides benchmarking controls with best
practices in the industry.

Particulars of Employees

The statement containing top employees in terms of
remuneration drawn and particulars of employees as required
under Section 197(12) of the Act, read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, will be provided upon request.

In terms of Section 136 of the Act, the said annexure is open for
inspection and has been hosted on the website of the Company

at https://www.ashokabuildcon.com/files/investors/corporate-
governance/Top%20Remuneration%2024-25.pdf

In terms of Section 136 of Companies Act, 2013 the Report
and Accounts are being sent to the Members and others entitled
thereto, excluding the statement on employees’ particulars. If
any Member is interested in obtaining a copy thereof, such
Member may write to the Company Secretary in this regard.

The Managing Director and Whole-time Directors of your
Company do not receive remuneration from any of the
subsidiaries ofyour Company except Mr. Ashish Kataria, Whole¬
time Director of the Company, who received remuneration of
Rs.1.15 Crore during FY2024-25 from Ashoka Concessions
Limited, a subsidiary of the Company.

The information required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect
of Directors/employees of your Company is set out in Annexure
IV to the Board’s Report.

Performance Evaluation of the Board as whole, Committees
and Directors including Independent Directors

Pursuant to the provisions of the Companies Act, 2013 and the
Listing Regulations, a formal evaluation of the performance
of the Board, its Committees and the individual Directors was
carried out for Financial Year 2024-25.

Based on the same, the Board carried out annual evaluation
of its own performance, performance of its Committees and
Individual Directors including Independent Directors during the
year. The performance evaluation of Independent Directors of
the Company is carried out by the Board excluding the Director
being evaluated. The performance of every Director is also
carried out by the Nomination and Remuneration Committee,
seeking inputs from all the Directors.

The evaluation was carried out using individual questionnaires
covering, amongst others, composition of Board, contribution
towards development of the strategy & business plan, risk
management, receipt of regular inputs and information, codes &
policies for strengthening governance, functioning, performance
& structure of Board Committees, skill set, knowledge &
expertise of Directors, preparation & contribution at Board
meetings, leadership, etc.

The performance evaluation of the respective Committees and
that of Directors was done by the Board excluding the Director
being evaluated.

Management Discussion and Analysis

Management Discussion and Analysis is given in a separate
section forming part of this Report.

Corporate Governance

The Company is committed to maintaining the highest standards
of corporate governance and continues to be compliant with the
requirements of corporate governance as enshrined in the Listing
Regulations. The report on corporate governance together with
a certificate from the Practising Company Secretary, confirming
compliance with corporate governance norms as stipulated in
the Listing Regulations, forms a part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Business Responsibility
& Sustainability Report describing the initiatives taken by
the Company from environmental, social and governance
perspective is attached as part of the Report as Annexure VI to
the Board’s Report.

General

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items during the year under review:

> Details relating to deposits covered under Chapter V of the
Act.

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

> Issue of shares (including sweat equity shares) to employees
of the Company under any scheme;

> No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company’s operations in future.

> No fraud has been reported by the Auditors to the Audit
Committee or the Board.

> The Company does not have any scheme of provision of
money for the purchase of its own shares by employees or
by trustees for the benefit of employees.

Cautionary Statement:

Statements in the Annual Report, describing the Company’s
objectives, projections, estimates and expectations, may
constitute ‘forward looking statements’ within the meaning of
applicable laws and regulations. Although the expectations are
based on reasonable assumptions, the actual results might differ.

Acknowledgement

Your Directors would like to acknowledge and place on record
their sincere appreciation to all stakeholders, banks, financial
institutions, credit rating agencies, clients, vendors, business
and joint venture partners for their co-operation and continued
support received from them.

The Directors also wish to acknowledge the support and
guidance received from various regulatory bodies, authorities,
NHAI, MPRDC, Power Distribution Corporations of various
States, Ministry of Corporate Affairs, BSE Limited, National
Stock Exchange of India Limited, Securities and Exchange
Board of India and other Central and State Government agencies
and thank them for the same and look forward to their continued
support. The Directors recognize and appreciate the efforts and
contribution made by each and every employee of the Ashoka
family.

For and on behalf of the Board of Directors

Sd/-

(Ashok Katariya)

Chairman
DIN:00112240

Place: Mumbai
Date: August 11, 2025

---

Mar 31, 2024

Your Directors have pleasure in presenting the 31^st Annual Report (“the Report” / “this Report”) along with audited financial statements of your Company, for financial year ended March 31, 2024.

Financial Results

The financial statements of the Company are in accordance with Section 133 of the Companies Act, 2013 (the ‘Act’) read with the Companies (Accounts) Rules, 2014, and amendments thereof. The standalone as well as the consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS). The consolidated and standalone financial highlights of the Company for financial year ended March 31, 2024, are summarised as follows.

(Rs. in Lakh except EPS)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Receipts / Gross Sales and Operating Income	7,84,127,69	6,47,775.63	1,000,529.28	8,23,512.22
Profit Before Depreciation, Tax and Exceptional Items	46,304.71	49,810.93	1,12,967.78	1,00,127.17
Depreciation and Amortisation Expenses	10,464.22	7,423.68	36,663.39	34,108.34
Profit Before Tax & Exceptional Items	35,840.49	42,387.25	76,304.09	66,018.83
Exceptional Items	(21,663.93)	(34,915.14)	(10,692.16)	7,200.00
Provision for Taxation	13,271.26	10,202.22	34,874.05	29,424.43
Profit after tax	44,275.55	67,127.36	52,122.50	29,394.40
Other Comprehensive Income / (Loss)	2.09	(26.42)	15.48	240.42
Share of Profit of subsidiaries transferred to Non-controlling Interest *	NA	NA	1,814.55	152.22
Total Comprehensive Income (post Non-controlling interest)	44,277.64	67,100.94	50,324.09	29,477.64
EPS - with exceptional items Basic & Diluted (face value Rs.5/- each)	15.77	23.91	17.92	10.42
EPS - without exceptional items Basic & Diluted (face value Rs.5/- each)	8.05	11.47	14.11	12.98

* For Consolidated financials only.

P.S. - The figures of the previous year have been regrouped wherever required.

Performance of the Company during FY 2023-24 Projects update:

During the year under review, the Company has won Road Projects on EPC basis worth Rs.1,003.92 Crore, Power Project worth Rs.2,930.72 Crore aggregating worth Rs.3,934.64 Crore as detailed below.

Name of the Project	Authority	Project Cost (Rs. In Crore)
EPC - Roads - Highways -Bridges
Construction of Bridge comprising 300 mts. Cable Stayed Bridge and 390 mts. Viaduct with Box type Super Structure and its approaches at km.57/150 - Km.58/400 on Smyapet - Aswaraopet road in Khammam town limits in the state of Telangana on EPC Mode.	R&B Dept., Govt. of Telangana	Rs.146.02
Company has received LoA from CIDCO. Accepted Contract Value for the Project is Rs.662.55 Crore, excl. GST. Project: Proposal for Design and Construction of Stilt Bridge SBR - 9 for Eastern Connectivity for Navi Mumbai International Airport (NMIA) Project, Navi Mumbai.	City & Industrial Development Corporation of Maharashtra Limited (“CIDCO”)	337.90

Name of the Project		Authority	Project Cost (Rs. In Crore)
Company has received Letter of Award (LoA) from National Highways Authority of India (NHAI) for the Project viz. ‘Request for Proposal for Six laning of Aurangabad to Bihar-Jharkhand Border (Chordaha), Section of NH-2 from km. 180 000 to km. 209 827 (PKG-I) in the State of Bihar under Bharatmala on EPC Mode’ (“Project”). Contract Value for the Project is Rs.520.00 Crore.		National Highways Authority of India	520.00
		Sub-total (A)	1,003.92
Power T &D
The Company has received Projects in following Zones in the state of Maharashtra		Maharashtra State Electricity Distribution Company Limited (MSEDCL)	2,285.02
Latur Circle	Latur Zone
Washim Circle	Akola Zone
Nanded Circle	Nanded Zone
Gadchiroli O & M Circle	Chandrapur Zone
Malegaon Circle	Nashik Zone
Nashik Urban Circle	Nashik Zone
The Company has received Projects in following Zones in the state of Maharashtra		Maharashtra State Electricity Distribution Company Limited (MSEDCL)	645.70
Yeotmal Circle	Amravati Zone
Nashik Urban Circle	Nashik Zone
Latur Circle	Latur Zone
Osmanabad Circle	Latur Zone
		Sub-total (B)	2,930.72
		Grand Total	3,934.64

> The following Subsidiaries of the Company have received Commercial Operations Date for the Projects as mentioned below.

• Ashoka Mallasandra Karadi Road Private Limited w.e.f. October 18, 2023, for its Hybrid Annuity Mode (HAM) Project of National Highways Authority of India (“NHAI”) Project viz. Construction of Four Laning of Tumkur - Shivamogga section from 12 310 (Design km 12 300) to km 66 540 (Design km 65 195) from Mallasandra to Karadi Village of NH-206 on Hybrid Annuity Mode, under NHDP phase-IV in the state of Karnataka (Package I)

• Ashoka Karadi Banwara Road Private Limited w.e.f. September 08, 2023 for HAM Project of National Highways Authority of India (“NHAI”) viz. “Four Laning of Tumkur Shivamogga section from 66 540 (Design km 65 195) (Karadi) to km. 119 790 (Design km. 121 900) (Banwara) of NH 206 on Hybrid Annuity Mode under NHDP Phase IV in the state of Karnataka (Package II)”;

• Ashoka Banwara Bettadahalli Road Private Limited w.e.f. October 17, 2023 for HAM Project viz. “Four Laning of Tumkur Shivamogga section from 121 900 (Banwara) to km. 170 415 (Bettadahalli) of NH 206 on Hybrid Annuity Mode under Package III in the state of Karnataka”.

• Ashoka Belgaum Khanapur Road Private Limited w.e.f. January 13, 2023 for HAM Project of National Highways Authority of India (“NHAI”) viz. ‘Six Laning of Belgaum - Khanapur Section of NH-4 A from km. 00.000 to km. 30.800 in the State of Karnataka under NHDP Phase-IV on Hybrid Annuity Mode.

• Ashoka Kandi Ramsanpalle Road Private Limited, w.e.f. October 31, 2023, for its Hybrid Annuity Mode (HAM) Project of National Highways Authority of India (“NHAI”) Project viz. “designing, engineering, building, financing, procurement, construction, development, commissioning, operation, maintenance, of the Project viz. Four laning of NH-161 from Kandi (Design Km 0.000) (Km 498.250 of

NH-65) to Ramsanpalle (Design Km 39.980/Existing Km 44.757) (Design Length = 39.980 Km) in the State of Telangana under Bharatmala Pariyojna on Hybrid Annuity Mode

> Ashoka Ankleshwar Manubar Expressway Private Limited, a Subsidiary of the Company has received a completion certificate w.e.f. April 02, 2024 for Eight Lane Vadodara Kim Expressway from Km 279.00 to Km 292.00 (Ankleshwar to Manubar Section of Vadodara Mumbai Expressway) in the State of Gujarat under NHDP Phase -VI on Hybrid Annuity Mode.

> Abhijeet Ashoka Infrastructure Private Limited, an Associate Company, (SPV) implementing the Project viz. ‘Construction of Bridge & its approaches across Wainganga River in Km. 491/00 of Nagpur-Raipur Road Section of N.H. 6 in Bhandara under B.O.T. (with Toll Rights) on behalf of Govt. of Maharashtra, Office of Executive Engineer, National Highway Division, Public Works Dept. (“the Authority”). The SPV has handed over the Project back to the Authority on September 28, 2023, after completing successfully the Concession Period as per the terms of the Concession Agreement/Arbitration Awards.

> Other Updates:

• Investment fund managed by Morgan Stanley India Infrastructure (MSII), has sold to Mahanagar Gas Limited (“MGL”) 100% stake jointly held by the Company and MSII in Unison Enviro Private Limited (“UEPL”), a subsidiary of the Company. The deal has been closed at an equity consideration of Rs.562.09 Crore, out of which the Company has received Rs.286.67 Crore for its 51% stake.

• The Company has acquired 9,45,00,000 equity shares of Rs.10/- each fully paid-up, from GVR Infra Projects Limited held in GVR Ashoka Chennai ORR Limited (“CORR”), to make CORR as wholly owned subsidiary of the Company w.e.f. March 28, 2024.

• Mr. Sharadchandra Abhyankar (DIN: 00108866),

Mr. Albert Tauro (DIN: 01860786) and Mr. Gyan

Chand Daga (DIN: 00101534), Independent Directors of the Company, have completed their 2nd term of 5 consecutive years as Independent Directors of the Company and retired w.e.f. March 31, 2024 and Mr. Mario Nazareth (DIN:00013337) and Mr. Nikhilesh Panchal (DIN:00041080) have been appointed by the Board of Directors of the Company w.e.f. February 07, 2024 and the shareholders have approved their appointment for the 1st term of 5 consecutive years, by Postal ballot, on March 17, 2024.

> Credit Ratings

Long Term Rating (Cash Credit Facilities)	CRISIL AA - / Stable (Under Watch)
	ACUITE AA
Short Term Rating (Bank Guarantees)	CRISIL A1 (Under Watch)
	ACUITE A1
Commercial Papers	CRISIL A1 (Under Watch)
	ACUITE A1 (Reaffirmed)

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

Awards and Recognitions received by the Company during the year under review:

Award Won in 2023-24	Awarding Body
Most Admired Company in Infrastructure Sector’ Award	Times Group
Best Company in Roads & Highways Award	CIA World
Outstanding Contribution in Roads & Highways Award	EPC World
India’s Most Admired Construction Company 2023 Award	Construction World
Outstanding Structure Award for Narmada Bridge to India''s First, 8-Lane extra dosed, cable stayed bridge across river Narmada in Gujarat, which was built by Team Ashoka in a record time of 33 Months.	Indian Association of Structural Engineers
Landmark Bridge Project of the Year Award to Narmada Bridge	ASSOCHAM
Best Executed Bridge Award to Narmada Bridge	Construction Times
Sustainable Project Award to Narmada Bridge	Build India
Best Employee Training Campaign’ Award	Safe Tech
Platinum Award for Implementation of Best HSE Practices under Solar Power Construction Sector	Apex India Foundation
CIDC Vishwakarma Award in HSE Category for the Construction of FINTECH DIGITAL Institute , Jodhpur	Construction Industry Development Council
Excellence in Internal Communication through Knowledge Sharing and Learning Award	Corp Com Vision and Innovation

Future Outlook

The global economy is expected to maintain its growth rate at 3.3% in CY2024-25. The developed economies may experience a slight acceleration, with growth predicted to increase to 1.8% in CY2024-25. However, emerging markets and developing economies are likely to experience a minor decline in growth rate from 4.3% in CY 2022-23 to 4.2% in CY 2023-24 and CY 2024-25. On the other hand, global inflation is expected to

gradually decrease from 6.8% in CY 2022-23 to 5.9% in CY 2023-24 and then to 4.5% in CY2024-25.

With the GDP projected to reach 7% during FY2024-25, India’s economic growth outlook appears encouraging in the medium term. Private investments are expected to gain further momentum, supported by improving global liquidity conditions as central banks begin to ease monetary policies and reduce policy rates. A synchronised global recovery from disrupted supply chain in the coming year is likely to boost exports, while enhanced capital flows will drive increased investment and consumption. This scenario could prompt the Indian Government to reassess its spending priorities, resulting in a faster reduction of the fiscal deficit and a boost to private investments. The infrastructure landscape has evolved as a dynamic landscape, transitioning from the domain of utilities and public service providers to the focal point of policy dialogues.

Several factors are driving the future of infrastructure including the advent of new technologies, Industry 4.0, evolving consumer behaviour and aspirations, shifts in the nature of work and effective governmental development initiatives. In this changing scenario, the roles of infrastructure stakeholders are also changing and a different approach needs to be adopted for delivering infrastructure and services that are best suited to the demands of the modern era.

India’s road infrastructure has undergone significant development, with a constant focus on improving the overall connectivity while also establishing critical links even in geographically challenging regions. As a priority sector for the Centre, the sector has witnessed ambitious highway construction targets to build a world-class network of expressways, speedy project awards and rapid execution to support these targets. The construction landscape has further been supported by efforts to constantly maintain a favourable policy regime for all stakeholders.

The company’s primary focus remains to build sustainable EPC business in segments of highways, railways, power T&D and buildings.

Capital Expenditure

As at March 31, 2024, the Gross value of Fixed Assets including Property Plant & Equipment (PPE), Intangible Assets, CWIP and Right of use was Rs.951.08 Crore and WDV value is Rs.329.50 Crore. During the year, addition was Rs.154.45 Crore.

Share Capital

During the year under review, there is no change in the paid-up share capital of the Company. The paid-up share capital as at March 31, 2024 stood at Rs.140.36 Crore. The Company has not issued any shares with differential voting rights or by way of rights issue or Bonus Issue or Sweat Equity shares or

shares under ESOP. Further, the Company has not provided any money to its employees for purchase of its own shares hence the Company has nothing to report in respect of Rule 4(4), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

During financial year under review, the Company has also not raised any funds through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of the SEBI(LODR).

Debt Securities

The Company has not issued any Debentures, commercial papers or any other debt securities during the year under review.

Dividend

The Board of Directors has decided not to declare dividend for FY 2023-24, in view of the future development plans of the Company along with requirement of the Company for investment in capital of Subsidiaries / Project SPVs. (Previous Year: Nil)

General Reserve

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

Public Deposits

During the year under review, your Company had not accepted any deposit within the meaning of the provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014.

Committees

Your Company has in place the following Committees as mandated under the provisions of the Act and Listing Regulations. The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder viz.

a. Audit Committee:

b. Nomination and Remuneration Committee;

c. Stakeholders’ Relationship Committee;

d. Corporate Social Responsibility Committee; and

e. Risk Management Committee.

The composition of Audit Committee is as follows:

Sr.No.	Name	Designation
1	Mario Nazareth#	Chairman (Independent Director)
2	Shilpa Hiran	Member (Independent Director)
3	Mahendra Mehta#	Member (Independent Director)
4	Ashish Kataria	Member (Executive Director)

# appointed as member w.e.l. March 21, 2024

The Composition of all such Committees, number of meeting/ (s) held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

Policies / Codes of the Company:

The list of Policies/Codes hosted on the website of the Company www.ashokabuildcoa.com is given in Corporate Governance Report forming part of this report.

Subsidiaries, Associates and Joint Ventures

The Company has 39 subsidiaries, including 5 subsidiaries as its material unlisted subsidiaries and 6 Associate and Joint Ventures as on March 31, 2024.

During the year, Unison Enviro Private Limited ceased to be subsidiary of the Company and GVR Ashoka Chennai ORR Limited (100%) and Ashoka Aakshya Infraways Private Limited (51%) became the subsidiaries of the Company.

In accordance with Section 129(3) of the Act and as per Indian Accounting Standards (Ind AS) 110, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries and Associates, which form part of the Report.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in the notes to the consolidated financial statements. Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company’s Subsidiaries, Associates and Joint Ventures in Form AOC-1 as Annexure I is attached to the Board’s Report.

In accordance with the provisions of Section 136 of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company. Further, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, and is accessible at https://www. ashokabuildcon.com/financial-information.php

The Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company’s registered office address.

During the year under review, Viva Infrastructure Limited, a wholly owned subsidiary of the Company, allotted 40,02,250 Equity Shares of the Rs.10/- each, fully paid.

Framework for Monitoring Subsidiary Companies

During the year under review, Five (5) subsidiaries were identified as material unlisted subsidiaries of the Company, as

per the Listing Regulations, basis audited financial statement for FY 2022-23.

Details of Material unlisted subsidiaries

Name	Date & Place of incorporation	Name of Statutory Auditors	Date of Appointment (AGM Date)
Viva Highways Limited	16/08/2001 Nashik	Pravin R. Rathi & Associates	20.09.2022
Ashoka Concessions Limited	05/04/2011 Nashik	Price Waterhouse Chartered Accountants LLP	30.09.2023
Jaora-Nayagaon Toll Road Company Private Limited	10/07/2007 Indore	S R B C & Co. LLP	12.09.2023
Ashoka Kharar Ludhiana Road Limited	23/08/2016 New Delhi	Gianender & Associates	20.09.2022
Ashoka Ankleshwar Manubar Expressway Private Limited	12/04/2018 New Delhi	S.R. Batliboi & Co. LLP	12.09.2019

In terms of the provisions of Regulation 24(1) of the Listing Regulations, appointment of one of the Independent Directors of the Company on the Board of material subsidiaries was applicable to only three (3) subsidiaries viz. Ashoka Concessions Limited, Jaora-Nayagaon Toll Road Company Private Limited and Viva Highways Limited. Mr. Mahendra Mehta, Mr. Nikhilesh Panchal and Mr. Mahendra Mehta were the Nominee of Independent Directors in said subsidiaries respectively as on March 31, 2024.

The composition and effectiveness of Boards of all subsidiaries is reviewed by the Company periodically. The Governance framework is also ensured through appointment of Secretarial Auditors. Guidance is provided to subsidiaries on matters relating to conduct of Board meeting, training and Familiarization Programs for the Independent Directors on the Board of Subsidiaries.

The Company is in compliance with Regulation 24A of the Listing Regulations. As per regulation 24A of the Listing Regulations, a listed company is required to annex the secretarial audit report of its material unlisted subsidiaries to its Board’s Report. The secretarial audit reports for FY2023-24 of material unlisted subsidiaries viz. Ashoka Concessions Limited, Viva Highways Limited, Jaora-Nayagaon Toll Road Company Private Limited, Ashoka Kharar Ludhiana Road Limited and Ashoka Ankleshwar Manubar Expressway Private Limited (SPVs) are annexed herewith as Annexure V and also available on the website of the Company at https://www.ashokabuildcon. com/files/investors/financial-info/ABL_Annexure_Vpdf

The Secretarial Audit Reports of the SPVs do not contain any qualification, reservation or adverse remark.

Post closure of financial year 2023-24, GVR Ashoka Chennai ORR Limited has been identified as material unlisted subsidiary of the Company basis net worth criteria. In view of this, as on April 01, 2024, Ashoka Concessions Limited, Viva Highways Limited, Jaora-Nayagaon Toll Road Company Private Limited, Ashoka Ankleshwar Manubar Expressway Private Limited and GVR Ashoka Chennai ORR Limited are the 5 material unlisted subsidiaries of the Company. Ashoka Kharar Ludhiana Road Limited ceased to be material unlisted subsidiary basis audited financials for FY 2023-24.

Viva Highways Limited, GVR Ashoka Chennai ORR Limited and Ashoka Ankleshwar Manubar Expressway Private Limited do not require appointment of Nominee Independent Director of the Company on their Boards of Directors as the net worth of these 3 material unlisted subsidiaries singly does not exceed 20% of the consolidated net worth of the Company as on March 31, 2024.

The Company monitors performance of subsidiary companies, inter alia, by the following means:

> Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by the Company’s Audit Committee.

> Minutes of Board meetings of subsidiary companies are placed before the Company’s Board regularly.

> A statement containing all significant transactions and arrangements, if any, entered into by subsidiary companies is placed before the Company’s Board.

> Presentations are made to the Company’s Board on business performance of major subsidiaries of the Company by the senior management.

The Company’s Policy for determining Material Subsidiaries is available on the website of the Company at https://www. ashokabuildcon.com/files/investors/corporate-governance/ ABL-Policy%20on%20Material%20Subsidiaries%20-%20 LODR%202015.pdf

Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8 February 2019 read with Regulation 24A of the Listing Regulations, directed listed entities to conduct Annual Secretarial Compliance Audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/ guidelines issued thereunder. The said Secretarial Compliance Report is in addition to the Secretarial Audit Report by Practicing Company Secretary under Form No. MR-3 and is required

to be submitted to the Stock Exchanges within 60 days from the end of the financial year. The Company has engaged the services of M/s Sharma and Trivedi LLP, Company Secretaries for providing the certificate. The Company is publishing the said Secretarial Compliance Report, on voluntary basis and the same can be accessed through https://www.ashokabuildcon. com/files/investors/corporate-governance/ABL_Secretarial_ Compliance_Report_310324_BSE_NSE.pdf

Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees

In accordance with Section 178 and other applicable provisions of the Act read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the LODR, 2015, the Board of Directors reviewed and revised the Remuneration Policy of your Company. The Remuneration Policy is covered in the Corporate Governance Report which forms part of the Report is available on the web link at https://www.ashokabuildcon.com/files/ investors/corporate-governance/Remuneration%20Policy.pdf

Directors and Key Managerial Personnel

Mr. Sanjay Londhe (DIN:00112604) and Mr. Ashish Kataria (DIN: 00580763) are liable to retire by rotation at the ensuing AGM pursuant to section 152(6)(c) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible have offered themselves for re-appointment.

Mr. Ashok Katariya (DIN: 00112240) has been re-appointed as a Whole-time Director, designated as a Chairman, for a period of 2 years w.e.f. April 01, 2024 and further, as per Section 196 and Schedule V of the Act, the approval of the members has been obtained by way of Postal Ballot, the results of which were declared on March 17, 2024 vide a special resolution for continuation of his office as a Whole-time Director, upon attaining the age of 70 (seventy) years.

During the year, Mr. Milap Raj Bhansali (DIN: 00181897) had resigned from the post of director of the Company effective April 12, 2023 on personal health grounds.

Mr. Satish Parakh, Managing Director, Mr. Ashish Kataria, Whole-time Director, Mr. Paresh Mehta, Chief Financial Officer and Mr. Manoj Kulkarni, Company Secretary have been recognized as the Whole-time Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the Key Managerial Personnel has resigned during the year under review.

Independent directors

The Independent Directors are the Board members who meet with the definition and criteria on ‘independence’ as set out in Regulation 16 of Listing Regulations, Section 149(6) of the Companies Act, 2013 read with rules and Schedule IV thereto and other applicable regulations. In terms of Regulation 25(8) of Listing Regulations. Independent Directors of the Company have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

Accordingly, based on the declarations received from all Independent Directors, the Board of Directors has confirmed that Independent Directors of your Company fulfill the conditions specified in the Companies Act, 2013 and Listing Regulations and are independent of the management. Further, the Independent Directors confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained by the Indian Institute of Corporate Affairs.

During the year under review, none of Independent Directors had resigned from the directorship; however, 3 independent directors retired after completing two terms of 5 years each as an Independent Director.

Your Company issued formal letter of appointment to the Independent Directors at the time of their appointment / reappointment. The terms and conditions of the appointment of Independent Directors are available on the Company’s website at https://www.ashokabuildcon.com/files/investors/corporate-governance/ABL_ID_Appointment_Letter_format.pdf

Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company. Further, the Board also states that Independent Directors are the persons of integrity and have adequate experience to serve as Independent Directors of the Company.

Meeting of Independent Directors

The Independent Directors meet at least once in a year, without the presence of Executive Directors or Management representatives. They also have separate meeting(s) with the Chairman of the Board, to discuss issues and concerns, if any. During the year under review, one meeting of Independent Directors was held on on March 21, 2024. The Independent Directors inter alia discuss the issues arising out of the Committee Meetings and Board including the quality, quantity and timely flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. In addition to these formal meetings, interactions outside the Board Meetings also take place between the Chairman and Independent Directors.

Annual evaluation of Board’s performance

The Board has carried out an annual evaluation of its own performance, Board Committees, and individual Directors (including independent Directors) pursuant to the provisions of the Act and the Listing Regulations.

The separate point is covered in Corporate Governance Report, which is a part of this Annual Report.

Meetings of the Board

6 (Six) Meetings of the Board of Directors were held during the year under review. The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of the Report. The gap between two Board Meetings did not exceed 120 days as per Section 173 of the Companies Act, 2013.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief hereby state and confirm that:

> In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

> The Directors have approved the accounting policies and the same have been applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit of the Company for the year ended on that date;

> Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

> The annual accounts have been prepared on a ‘going concern’ basis;

> Proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

> Proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

Auditors and Auditors’ Reports

a. Statutory Auditors

The Shareholders of the Company, pursuant to the

provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, have appointed M/s.

5 R B C & CO LLP, Chartered Accountants, Mumbai, (Firm Registration No. 324982E/E300003), as the Statutory Auditors to hold office till the conclusion of the 34^th Annual General Meeting (‘AGM’) of the Company to be held for FY 2026-27. They have confirmed that they are not disqualified from continuing as Auditors of the Company and are eligible for re-appointment.

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

The Auditors’ Reports on Standalone Financial Statements (SFS) for financial year 2023-24 do not contain any qualification, observation or adverse remark except the following:

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

Remark: Undisputed statutory dues including goods and services tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues as applicable have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases for provident fund and profession tax.

Reply: There was slight delay in payment of provident fund and profession tax due to unavoidable circumstances. However, the same had been regularized and the dues have been paid during the year. The necessary precautions have been taken to ensure that no such delays happen in future.

b. Cost Auditors

The Company is maintaining the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and had appointed M/s. S. R. Bhargave & Co., Cost Accountants (Firm Registration No. 000218) as the Cost Auditors to conduct the audit of cost records of the Company and to issue Cost Audit Report for FY2023-24.

The Board has proposed the appointment of M/s S. R. Bhargave & Co., Cost Accountants, as the Cost Auditors of the Company for FY2024-25 at a remuneration of Rs.5,40,000/- (Rupees Five Lakh Forty Thousand only) plus applicable taxes and out-of-pocket expenses at actuals. The consent has been received from M/s. S. R. Bhargave

6 Co., Cost Accountants, Pune, to act as the Cost Auditors

of the Company for financial year 2024-25 along with a certificate confirming their independence.

Appropriate resolution has been recommended by the Board to be passed by the shareholders in the ensuing Annual General Meeting to ratify the remuneration of the Cost Auditors for FY 2024-25.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Sharma and Trivedi LLP (LLP IN: AAW-6850) Practising Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure II to the Board’s Report.

There are no observations / remarks or qualifications in the Secretarial Audit Report for FY2023-24 except the following.

Remark: Delay in filing of few E-forms which were filed after prescribed time with additional fees.

Reply: There was delay in filing e-form with Ministry of Corporate Affairs for reasons beyond the control of the Company. However, such form was filed with additional filing fees as prescribed under the Act and compliance has been regularized.

d. Internal Auditors

M/s. Suresh Surana & Co. LLP and M/s. Hiran Surana, Chartered Accountants had been appointed as Joint Internal Auditors of the Company for FY2023-24 and the reports of Joint Internal Auditors were reviewed by the Audit Committee from time to time at the meetings of Audit Committee. The observations and suggestions of the Internal Auditors were reviewed and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

The Company has appointed M/s Suresh Surana & Co. LLP, Mumbai and M/s. Hiran Surana, Chartered Accountants, Nashik, as Joint Internal Auditors for FY2024-25.

Audits and internal checks and balances

M/s S R B C & CO. LLP, Chartered Accountants, audit the accounts of the Company.

The Company has adequate internal control systems that are commensurate with the size and nature of its business which ensures that all the assets are acquired economically and used optimally. The systems are safeguarded, protected against loss from unauthorised use or disposition, and

all transactions are properly authorised, recorded and reported correctly. A dedicated Legal Compliance ensures that the Company conducts its businesses with legal, statutory and regulatory compliances. The Company has instituted a legal compliance program in conformity with requirements of the Act to ensure that there exists a system which is adequate and operates effectively and efficiently. Well-documented policies supplement the internal control system. Audits of various departments are conducted as per the annual audit plan through joint internal auditors, who submit reports to the management and the Audit Committee of the Board from time to time. The views of the statutory auditors are also considered to ascertain the adequacy and efficacy of the internal control system and measures. The project sites of the Company are covered through SAP ERP system. All these measures are continuously reviewed by the management and as and when necessary, required improvements are made.

Adequacy of Internal Financial Controls with reference to the financial statements:

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5) (e) of the Act read with Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014. The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations.

It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices.

Your Company uses SAP ERP Systems to maintain its Books of Account. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The systems, Standard Operating Procedures and controls including manual controls are reviewed by Management.

Your Company has in place adequate Internal Financial Controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The Company has appointed independent audit firms as Internal Auditors to observe the Internal Control system. The Board of the Company have adopted various policies viz. Policy on determining Material Subsidiary, Policy on Determination of Materiality of Events or

Information, Whistle Blower Policy, Policy on Related Party Transactions, Policy on Prohibition of Insider Trading, Policy on Prevention of Sexual Harassment at Workplace, Policy on Corporate Social Responsibility, Nomination and Remuneration Policy, Risk Management Policy, Dividend Distribution Policy and other policies and procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In compliance of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any money transferred to the Unpaid Dividend Account of a Company in pursuance of these sections, which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to the Fund established under sub-section (1) of section 125 of the Act i.e. Investor Education and Protection Fund.

During the year under review, the Company had transferred a sum of Rs.1,16,372/- to the Investor Education and Protection Fund established by the Central Government (IEPF). The said amount represents Interim Dividend II FY 2015-16 and Interim Dividend FY 2016-17 lying unclaimed with the Company for a period of 7 years from their respective due dates of payment. Please refer table with respect to Unpaid /Unclaimed Dividend in AGM Notice.

TRANSFER OF SHARES TO IEPF

As required under Section 124 of the Companies Act, 2013, 3,538 Equity shares, in respect of which dividend has not been claimed by the members for Seven (7) consecutive years, have been transferred by the Company to IEPF during the year under review. The details of shares transferred have been uploaded on the website of IEPF as well as the Company.

The members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in the prescribed form available on http://www.iepf.gov.in along with requisite fees as decided by the IEPF Authority from time to time. The

member/claimant can file one consolidated claim in a financial year as per the IEPF Rules.

Familiarization Program for Independent Directors

Pursuant to the requirement of Regulation 25(7) of the (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company needs to formally arrange Induction or Familiarization Program for Independent Directors to familiarize them with their role, rights and responsibility as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and Regulatory updates.

The Company believes that a Board, which is well informed/ familiarized with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders’ aspirations and societal expectations.

The Company has an orientation process/familiarization program for independent directors, which includes:

a) Briefing on their role, responsibilities, duties, and obligations as a member of the Board;

b) Nature of business and business model of the Company, Company’s strategic and operating plans; and

c) Matters relating to Corporate Governance, Code of Business Conduct, Risk Management, Compliance Programs, Internal Audit, etc.

In pursuit of this and as part of ongoing training, the Company schedules meetings of business heads and functional heads with the Independent Directors. During these meetings, comprehensive presentations are made on the various aspects such as Company’s business models, growth and performance, new business strategies and initiatives by risk minimization procedures, etc. These meetings also facilitate Independent Directors to provide their inputs and suggestions on various strategic and operational matters directly to the business and functional heads.

The details are mentioned in the Corporate Governance Report which is a part of the report. The details of the Familiarization Program for Independent Directors of the Company are hosted on the website of the Company at https://www.ashokabuildcon. com/files/investors/corporate-governance/Familiarisation%20 Programme-2324.pdf

Policies

The details about the adoption of the various Policies as per the requirement of the SEBI (LODR) Regulations, 2015 are covered in the Corporate Governance Report, which forms part of this Report.

Prohibition of Insider Trading

The details about prohibition of trading by Insiders are covered in the Corporate Governance Report which forms part of this Report.

Insurance

The Company’s plant, property, equipment and stocks are adequately insured against major risks. The Company has appropriate liability insurance.

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D & O)

Pursuant to Regulation 25(10) of the Listing Regulations, the Company has taken the Directors and Officers Liability Insurance (‘D & O Insurance’) policy for all the Directors including Independent Directors of the Company for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty, or breach of trust for which they maybe guilty in relation to the Company.

SUCCESSION PLANNING

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

Disclosure on confirmation on the Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

Related party transactions

All Related Party Transactions entered during the year under review were in compliance with the requirements of the Act and the Rules framed thereunder and LODR 2015. All the required approvals of the Audit Committee, the Board of Directors and Shareholders, if any, have been obtained, in accordance with applicable laws for the Related Party Transactions. RPT Policy, which is reviewed periodically is uploaded on the website at https://www.ashokabuildcon.com/files/investors/corporate-governance/ABL%20RPT%20PQLICY_010422.pdf

During the year under review, your Company entered into transactions with related parties as defined under Section 2(76) of the Act read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Act, Rules issued thereunder and Regulation 23

of the LODR 2015. The details of the related party transactions required under IND AS - 24 are set out in Note No. 51 to the standalone financial statements forming part of the Report.

During the financial year 2023-24, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties, which may have a potential conflict with the interest of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in prescribed Form AOC 2 is not applicable.

Particulars of loans given, investments made, guarantee given and securities provided under Section 186 of the Act

The particulars of the loans given, investments made or guarantees given and securities provided covered under the provisions of Section 186 of the Act, are provided in the Note No. 42 to the Standalone Financial Statements of the Company. Your Company falls within the scope of the definition “Infrastructure Company” as provided by the Companies Act, 2013. Accordingly, the Company is exempted from the provisions of Section 186 of the Act with regards to Loans, Guarantees and Investments except section 186 (1) of the Companies Act, 2013.

Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return, in the prescribed form MGT-7, as on 31st March 2024 is available on the Company’s website at https://www.ashokabuildcon.com/financial-information.php

Corporate Social Responsibility

Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholders. As per the requirements of Section 135 of the Companies Act, 2013 pertaining Corporate Social Responsibility (“CSR”) your Company has duly constituted a Corporate Social Responsibility Committee (“CSR Committee”). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report.

In compliance with the amendments in the various provisions of the Companies Act, 2013 and the Companies Corporate Social Responsibility Amended Rules, 2021 issued by the Ministry of Corporate Affairs the Company had amended the Corporate Social Responsibility (CSR) Policy, which is available on the website of the company at https://www.ashokabuildcon.com/ files/investors/corporate-governance/CSR%20Policy.pdf

The Company was required to spend Rs.8.72 Crore on CSR activities during FY2023-24, based on profits for FY2022-23, calculated on the basis of Section 198 of the Companies Act, 2013. The Company had spent Rs.4.43 Crore during FY2023-24. The Company has thus not spent the entire amount required to be spent on CSR activities during FY2023-24 and the unspent amount of Rs.4.40 Crore, on Ongoing Project, has been deposited in separate Bank Account ‘Unspent CSR Expenses FY2023-24’ opened with scheduled bank before the due date and thereby complying with the requirement of Section 135 of the Act.

Further, as required under Rule 4 (5), Chief Financial Officer had issued a Certificate dated May 22, 2024 certifying that the funds so disbursed for CSR activities as per CSR Budget approved by the Company have been utilised up to Rs.4.43 Crore for the purposes and in the manner as approved by Board of Directors of the Company from time to time. The CSR activities for financial year ended March 31, 2024 along with the composition of CSR Committee is set out in Annexure III to the Board’s Report.

Policy on prevention of sexual harassment

The Company has in place a policy on Prevention of Sexual Harassment of Women at Workplace which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”).

The Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of “Sexual Harassment” at workplace. The objective of this Policy is to provide an effective Complaint Redressal Mechanism if there is an occurrence of sexual harassment. The Company is committed to treat every employee with dignity and respect. The Company conducts regular awareness program in accordance with the requirements of the law.

The Company has also complied with the provisions of setting up of an Internal Complaint Committee which is duly constituted in compliance with the provisions of the POSH Act. All women, permanent, temporary, trainees or contractual staff including those of service providers are covered under the policy. The Company has provided a safe and dignified work environment for employee which is free of discrimination.

There are no complaints or concerns received or observed during FY2023-24 pertaining to sexual harassment.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given below.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules thereunder, it is hereby declared

for financial year 2023-24, as follows.

a. number of complaints filed during financial year Nil

b. number of complaints disposed of during financial year N.A.

c. number of complaints pending as on end of financial year. N.A.

Disclosure under section 134 (3) (l) of the Act

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company between the end of financial year of the Company and date of the report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Act read with the Companies (Accounts) Rules, 2014 is as follows:

Conservation of energy

The Company does not have any manufacturing facility. The other particulars required to be provided in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

Sr. No.	Particulars	Remarks
i	Steps taken or impact on conservation of energy	In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those actually implemented by the Company
ii	Steps taken by the Company for utilizing alternate source of energy	In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those actually implemented by the Company
iii	The capital investment on energy conservation equipment	Nil

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

Sr. No.	Particulars	Remarks
i	the efforts made towards technology absorption	No specific efforts made other than in the ordinary course of execution of the Project
ii	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
iii	in case of imported technology (imported during the last three years reckoned from the beginning of financial year	N.A.
a.	the details of technology imported	N.A.
b.	the year of import	N.A.
c.	Whether the technology fully absorbed	N.A.
d.	If not fully absorbed, areas where absorption has not taken place, reasons thereof	N.A.
iv	The expenditure on Research and Development	Nil

DETAILS OF FOREIGN EXCHANGE EARNINGS AND EXPENSES

The expenses in foreign exchange are as follows:

Particulars	Amount (Rs. in lakh)
Import of Spares	31,795.10
Tender Fees	0.33
Foreign Travels - Directors	5.07
Foreign Travels - Staff	20.59
Finance and Bank Charges	451.89
Expenses of Overseas Projects	45,232.49
Total	77,505.47

The earnings in foreign exchange are as follows:

Particulars	Amount (Rs. in lakh)
Contract Revenue - Overseas Projects	40,391.43
Total	40,391.43

Details on Internal Financial Controls

The Company has in place adequate internal financial controls, some of which are outlined below.

• The Company prepared its Financial Statements to comply

with the accounting standards specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. These Standalone financial statements include Balance Sheet as at March 31, 2024, the Statement of Profit and Loss including Other Comprehensive Income, Cash flows Statement and Statement of changes in equity for the year ended March 31, 2024, and a summary of significant accounting policies and other explanatory information. The Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by the respective Auditors of the Subsidiaries for consolidation.

The Company has implemented new ERP (SAP) during financial year 2018-19 and is being used regularly and effectively and upgraded as per requirements.

The opportunity presented by the emergence of Digital Technologies is one of the key strategic enablers to our sustainable growth. As a step towards process simplification, integration and speed, we have implemented the SAP S4 -HANA platform. This has enabled the organisation with a single source for financial accounting, costing, and asset accounting through Integrated System under SAP S4/ HANA architecture.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes appropriate action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites.

During the year under review, the internal financial controls were reviewed and tested by a reputed firm of Chartered Accountants who report on quarterly basis on the process and systems of accounting and other operational processes of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best

practices in the industry.

Particulars of Employees

The statement containing top employees in terms of remuneration drawn and particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request.

In terms of Section 136 of the Act, the said annexure is open for inspection and has been hosted on the website of the Company at https://www.ashokabuildcon.com/files/investors/corporate-governance/Statement-Rule5(2).pdf

In terms of Section 136 of Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the statement on employees’ particulars. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The Managing Director and Whole-time Directors of the Company do not receive remuneration from any of the subsidiaries of your Company except Mr. Ashish Kataria, who received remuneration of Rs.1.15 Crore during FY2023-24 from Ashoka Concessions Limited, a subsidiary of the Company.

The information required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure IV to the Board’s Report.

Performance Evaluation of the Board as whole, Committees and Directors including Independent Directors

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, a formal evaluation of the performance of the Board, its Committees and the individual Directors was carried out for Financial Year 2023-24.

Based on the same, the Board carried out annual evaluation of its own performance, performance of its Committees and Individual Directors including Independent Directors during the year. The performance evaluation of Independent Directors of the Company is carried out by the Board excluding the Director being evaluated. The performance of every Director is also carried out by the Nomination and Remuneration Committee, seeking inputs from all the Directors.

The evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, etc.

The performance evaluation of the respective Committees and that of Directors was done by the Board excluding the Director being evaluated.

Management Discussion and Analysis

Management Discussion and Analysis is given in a separate section forming part of this Report.

Corporate Governance

The Company is committed to maintaining the highest standards of corporate governance and continues to be compliant with the requirements of corporate governance as enshrined in the Listing Regulations. The report on corporate governance together with a certificate from the Practising Company Secretary, confirming compliance with corporate governance norms as stipulated in the Listing Regulations, forms a part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Report as Annexure VI to the Board’s Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

> Details relating to deposits covered under Chapter V of the Act.

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

> Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

> No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

> No fraud has been reported by the Auditors to the Audit Committee or the Board.

> The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

> Secretarial Standards are issued by the Institute of Company Secretaries of India (ICSI), one of the premier professional bodies in India. The Company follows with the said Secretarial Standards.

Cautionary Statement:

The statements in the Annual Report, describing the Company’s objectives, projections, estimates and expectations, may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, banks, financial institutions, credit rating agencies, clients, vendors, business and joint venture partners for their co-operation and continued support received from them.

The Directors also wish to acknowledge the support and guidance received from various regulatory bodies, authorities, NHAI, MPRDC, Power Distribution Corporations of various States, Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other Central and State Government agencies and thank them for the same and look forward to their continued support. The Directors recognize and appreciate the efforts and contribution made by each and every employee of the Ashoka family.

For and on behalf of the Board of Directors of Ashoka Buildcon Limited SD/-

(Ashok Katariya)

Place: Nashik Chairman

Date: August 13, 2024 DIN: 00112240

---

Mar 31, 2023

Your Directors have pleasure in presenting the 30^th Annual Report (“the Report” / “this Report”) along with audited financial statements of your Company, for financial year ended March 31, 2023.

Financial Results

The financial statements of the Company are in accordance with Section 133 of the Companies Act, 2013 (the ‘Act’) read with the Companies (Accounts) Rules, 2014, and amendments thereof. The standalone as well as the consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS). The consolidated and standalone financial highlights of the Company for financial year ended March 31, 2023, are summarised as follows.

(Rs. in Lakh except EPS)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Receipts / Gross Sales and Operating Income	6,47,802.82	4,79,029.16	823,512.22	614,722.48
Profit Before Depreciation, Tax and Exceptional Items	49,838.12	61,487.30	100,127.17	94,443.95
Depreciation and Amortisation Expenses	7,423.68	6,970.70	34,108.34	33,823.00
Profit/(Loss) Before Tax & Exceptional Items	42,414.44	54,600.93	66,018.83	60,620.95
Exceptional Items	(34,915.14)	76,960.00	7,200	(32,600)
Provision for Taxation	10,202.22	8,505.75	21,527.96	16,080.35
Profit/(Loss) after tax	67,127.36	(30,864.82)	37,290.87	77,140.60
Other Comprehensive Income	(26.42)	62.53	240.42	130.42
Share of Profit/(Loss) of subsidiaries transferred to Non-controlling Interest *		N.A.	152.22	(715.50)
Total Comprehensive Income (post Non-controlling interest)	67,100.94	(30,802.29 )	37,374.11	77,984.46
EPS - with exceptional items Basic & Diluted (face value	23.91	(10.99)	13.23	27.73
Rs.5/- each) EPS - without exceptional items Basic & Diluted (face value Rs.5/- each)	11.47	16.42	15.79	16.12

Performance of the Company during FY 2022-23 Projects update:

During the year under review, the Company has won Road Projects on EPC basis worth Rs.5,322.30 Crore, Railway Projects

worth Rs.751.67 Crore, Power Projects worth Rs.2,492.53 Crore, Building vertical Rs.254.50 Crore and others Rs.632.24 Crore aggregating worth Rs.9,453.24 Crore as detailed below.

Name of the Project	Authority	Project Cost (Rs. In Crore)
EPC - Roads - Highways
‘Request for Proposal for Procurement of Phase 1: East Bank-East Coast Road Linkage Project (Ogle to Haags Bosch, Eccles)’	Government of the co-operative Republic of Guyana	851.20
Request for proposal for Construction of 6 lane Elevated Corridor along with development of existing 4 lane road at ground level from Aroor to Thuravoor Thekku section of NH - 66 (from Km. 366 330 to Km. 379 082 of NH-66) (Length 12.752 Km) under Bharatmala Pariyojana in the State of Kerala on EPC mode	National Highways Authority of India	1,668.50
Request for proposal for Construction of Four Lane Elevated Corridor and at-grade improvements from Design Ch:0 000 to Design Ch: 19 870 of Danapur - Bihta Section with providing connectivity to the existing RoB near Danapur station (0.231 km), 1.35 Km ramps & at-grade improvements to Four lane section on Danapur side and Upgradation of existing Two lane carriageway to Four Lane carriageway from Design Ch:19 870 to Design Ch:23 500 of Bihta - Koilwar section (Total Length 25.081 Kms) in the state of Bihar on EPC Mode	National Highways Authority of India	2,161.00
Improvement of Baraiyerhat - Heanko -Ramgarh Road (R151 & R152) by widening & Reconstruction of Existing Pavement, Bangladesh	Ministry of Road Transport and Bridges (MORTB), Govt. of Bangladesh	641.60
	Sub-total (A)	5,322.30
EPC - Building
Civil and Structural Finishes work for Provident Palmvista Residential Project, at Kalyan	Provident Housing Limited	254.50
	Sub-total (B)	254.50
EPC -Railways & Power
Provision of Train Collision Avoidance System (KAVACH) along with two 24 Fiber OFC backbone in the sections between Pt. Deen Dayal Upadhyay (DDU) and Pradhankhunta (PKA) of the East Central Railway	East Central Railways	208.89

Construction Of New Bg Line Between Chainage 192.000 And Chainage 171.640 Including Electrical & Telecommunication Works Between Tolahunse (Ex.) & Bharmasagar (Ex.) Stations ON Engineering, Procurement & Construction (EPC) Mode	South Western Railways	258.13
Seroni Road (excluding) to Sheopurkalan (including) GC Project excluding TRD and S&T work in connection with Gwalior - Sheopurkalan GC Project of North Central Railway	North Central Railways	284.65
	Sub-total (C)	751.67
Rural electrification of one hundred (100) localities by the centralized network in the Republic of Benin o Lot 1: Electrification of 26 localities in the Departments of Atacora, Donga, Oueme and Plateau	Agence Beninoise d’Electrification Rurale et de Maitrise d’Energie (ABERME)	58.15
Supply, Installation, Testing and Commissioning of New 11 KV Lines, LT Line on AB cable, Distribution Transformer Substation and Supporting works such as DPs, TPs, Crossing etc. for separation of 11 KV Mix Feeders & Mix DTRs under Revamped Reforms-based and Results-linked Distribution Sector (Package-06) in Balaghat circle of MPPKVVCL, Jabalpur Company Area.	Madhya Pradesh Poorv Kshetra Vidyut Vitaran Company Limited	209.99
Supply, Installation, Testing and Commissioning of New 11 KV Lines, LT Line on AB cable, Distribution Transformer Substation and Supporting works such as DPs, TPs, Crossing etc. for separation of 11 KV Mix Feeders & Mix DTRs under Revamped Reforms based and Results-linked Distribution Sector (Package-07) in Rewa circle of MPPKVVCL, Jabalpur Company Area.	Madhya Pradesh Poorv Kshetra Vidyut Vitaran Company Limited	311.76
Supply, Installation, Testing and Commissioning of New 11 KV Lines, LT Line on AB cable, Distribution Transformer Substation and Supporting works such as DPs, TPs, Crossing etc. for separation of 11 KV Mix Feeders & Mix DTRs under Revamped Reforms-based and Results-linked Distribution Sector (Package-08) in Satna circle of MPPKVVCL, Jabalpur Company Area.	Madhya Pradesh Poorv Kshetra Vidyut Vitaran Company Limited	232.84
Development Of Distribution Infrastructure at AGRA-1 Zone ( Electricity Distribution Circle EDC Fatehabad, EDC Mainpuri, EDC Firozabad, EUDC Firozabad), District Agra, Mainpuri & Firozabad of Uttar Pradesh State Under Revamped Reforms-Based And Results-Linked, Distribution Sector Scheme	Dakshinanchal Vidyut Vitran Nigam Limited	437.52

Development of Distribution Infrastructure At Aligarh-2 Zone (Electricity Distribution Circle Etah & Kasganj ,District-Etah & Kasganj) of Uttar Pradesh State under Revamped Reforms-Based and Results-Linked, Distribution Sector Scheme.	Dakshinanchal Vidyut Vitran Nigam Limited	370.12
Development of Distribution Infrastructure works in Surajpur Districts of Chhattisgarh State under the Revamped Reforms-based and Results-linked, Distribution Sector Scheme	Chhattisgarh State Power Distribution Company Limited	192.93
Development of Distribution Infrastructure at Muzaffarpur Electric Supply Circle (Muzaffarpur, Sitamarhi and Sheohar Districts) of Bihar Under Revamped Reforms-Based And Results-Linked, Distribution Sector Scheme Nit No:30/Pr/ Nbpdcl/2022	North Bihar Power Distribution Company Limited	366.67
Development of Distribution Infrastructure at Electric Supply Circle Pesu (East) & Electric Supply Circle Pesu (West) Of Patna District of Bihar Under Revamped Reforms-Based And Results-Linked, Distribution Sector Scheme Nit No:-49/Pr/Sbpdcl/2022	South Bihar Power Distribution Company Limited	312.55
	Sub-total (D)	3,244.20
Others
Request for Proposal for Selection of Agency for Construction and Maintenance of Rajiv Gandhi Fintech Digital Institute, Jodhpur	Department of Information Technology & Communication, Govt. of Rajasthan	599.99
Empanelment of Transportation agencies with rate contract for Evacuation of ash from ash ponds DTPS, DVC and nuisance free transportation along with disposal of the same in abandoned open cast mines /Stone Quarries / NHAI Project sites / any other designated places outside plant boundary of DTPS, DVC	Damodar Valley Corporation	32.25
	Sub-total (E)	632.24

Other Updates:

> NHAI declared March 31 2022 as the Commercial Operations Date (COD) for Hybrid Annuity Mode (HAM) Project of National Highways Authority of India viz. Vadodara-Kim Expressway;

> Share Purchase agreement executed for sale/disposal of its stake in GVR Ashoka Chennai ORR Limited to NIIF, subject to compliance and permissions from Lenders and TNRDC;

> Full completion certificate w.e.f. April 21, 2022 received for Khairatunda Barwa Adda Road Project on Hybrid Annuity Mode (HAM) basis of National Highways Authority of India;

> Credit Rating by CRISIL has been updated for both longterm and short-term debt of the Company as ‘CRISIL AA-/Stable (Removed from ‘Rating under Watch with Developing Implications; Rating reaffirmed and CRISIL A1 (Removed from ‘Rating under Watch with Developing Implications; Rating reaffirmed) respectively;

> Received an amount of Rs.97.37 Crore as per Conciliation Agreement with NHAI towards amicable settlement of claims with Ashoka Highways (Bhandara) Limited, a step-down subsidiary;

> Acquisition from IIF of its entire 49% stake held in Ashoka Highways (Bhandara) Limited, a step-down subsidiary, by Viva Infrastructure Limited, a wholly-owned subsidiary;

> Received an award from NHAI by extension of concession period up to 240 days for the Project executed by Ashoka Highways (Durg) Limited, a step-down subsidiary, against various claims including loss of toll;

> NHAI declared October 26, 2021 as the Commercial Operations Date (COD) for Tumkur-Shivamogga Road Project Package I;

> NHAI declared November 13, 2022 as an Appointed Date for Baswantpur-Singnodi Road Project;

> Execution of Share Purchase Agreement by Ashoka Concessions Limited and Viva Highways Limited, subsidiaries of the Company, with National Investment and Infrastructure Fund Limited (“NIIF”) and Jaora-Nayagaon Toll Road Company Private Limited (“JTCL”), subsidiary, for sale of 28,70,00,000 equity shares in JTCL, constituting 100% of the share capital of JTCL, from ACL and VHL to NIIF and settlement of certain assets for a consideration of Rs. 691,00,00,000/- (Rupees Six Hundred and Ninety One Crore only) subject to compliance of conditions precedent under the SPA;

> NHAI declared November 19 2022 as the Commercial Operations Date (COD) for Kandi-Ramsanpalle Road Project;

> Execution of Share Purchase Agreement with Mahanagar Gas Limited for sale/disposal of the stake held in Unison Enviro Private Limited, subject to compliance of conditions precedent under the SPA.

During the Financial Year under review, there was no change in

the nature of Company’s business.

Awards and Recognitions received by the Company during the year under review:
Particulars	Name of the Award / Recognition
Construction Industry Development Council Vishwakarma Awards 2023	CIDC Chairman''s Commendation Award for making the industry a vibrant place through exemplary work and dedication
Construction Industry Development Council Vishwakarma Awards 2023	Achievement of Safety Health and Environment (Pangarh-Palasit Road Project)
Construction Times Awards 2023	Best Executed Bridge Project Award for the construction of India''s 1st 8 Lane extra dosed cable stayed bridge across river Narmada, Gujarat in a record time of 33 months.
Safe-Tech Awards 2022	1. Best Worker Safety Measures Award to VNL Package 1, Jharkhand
Safe-Tech Awards 2022	2. Employee Training Campaign Award to Panagarh Palasit Road Project, Kolkata
CIA Construction & Infrastructure Awards 2022	Best Company In Bridges
Maharashtra State Best Employer Brand Award	Best Employer Brand Award
Ministry of Road Transport and Highways Excellence Awards 2022	Silver Award to Hirebagewadi Toll Plaza in Karnataka for Excellence in Toll Management
Corp Comm Vision and Innovation Awards	Excellence in Building People Connect through a Social Cause

Future Outlook

The global economy remains in a precarious state amid the protracted effects of the overlapping negative shocks of the pandemic, the Russian Federation’s invasion of Ukraine and the sharp tightening of monetary policy to contain high inflation. Among many emerging market and developing economies and especially in low-income countries, bolstering fiscal sustainability will require generating higher revenues, making spending more efficient and improving debt management practices.

The Indian economy has risen from being 10^th to the 5^th largest economy globally. The per capita income has doubled and increased to 1.97 lakh in 9 years. Indian economy is expected to grow by 5.9% in FY 2023-24 and by an average rate of 6.1% over the next five years. The economy has been on a recovery path after the impact of the pandemic. Development of India’s infrastructure sector has a multiplier effect on demand and efficiency of transport and increases commercial and entrepreneurship opportunities. Through Government initiatives like establishment of National Investment and

Infrastructure Fund and Infrastructure Finance Secretariat to enhance opportunities for private investments. India intends to enhance its infrastructure to reach its 2025 economic growth target of US$ 5 trillion.

Our company has a well-diversified order backlog of INR 158bn (2.5x FY23 revenue), providing visibility of moderate revenue growth over the next couple of years. Backlog is diversified into Highways, Power distribution, Railways, Buildings etc. Company has also entered into international geographies, which account for 19% of the order backlog.

Infrastructure projects are often given by the Government of India, individual state governments or state corporations through a competitive bidding procedure in which bidders must demonstrate that they meet certain qualifying requirements. Due to the lengthy planning and implementation phases inherent in BOT & HAM projects, large cash input is sometimes required.

As a pioneer in integrated EPC and BOT business, company has immense opportunities to grow on base of various factors such as:

• Infrastructure spend remains strong; government capex to rise to 5.6% of GDP in FY24

• Under Phase-II of Bharatmala Pariyojana, NHAI plans to award 30,200km of which NHAI has already shortlisted 5,000km

• For FY24, MoRTH’s target of awarding 13,000-14,000km. The target for physical completion of NHs has been set at 12,500km in FY24 ( 14%YoY)

• India’s target of attaining modest capacity for renewable energy

• Indian Railway’s focus on construction of new lines, track renewals and line doubling in FY24

• The objective of electrifying the entire broad-gauge network with the FY24 target being 6,500 route km

• Under the Amrit Bharat Scheme, government’s plan to redevelop/upgrade 1,275 railway stations largely through the EPC route

To reiterate that, the company’s primary focus remains to build sustainable EPC business in segments of highways, railways, power T&D and buildings.

Capital Expenditure

As at March 31, 2023, the Gross value of Fixed Assets including Property Plant & Equipment (PPE), Intangible Assets, CWIP and Right of use was Rs.836.45 Crore and WDV value is Rs.310.69 Crore. During year, addition in PPE was Rs.82.75 Crore.

Share Capital

There was no change in the authorised share capital of the Company during financial year. The paid-up share capital as at March 31, 2023 stood at Rs.140.36 Crore. During the year under review, there is no change in the paid-up share capital of the Company. The Company has not issued any shares with differential voting rights or by way of rights issue or Sweat Equity shares or shares under ESOP. Further, it has not provided any money to its employees for purchase of its own shares hence the Company has nothing to report in respect of Rule 4(4), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

Other / Debt Securities

The Company has not issued any Debentures, commercial papers or any other debt securities during the year under review.

Dividend

Considering the future development plans of the company along with requirement of the funds for execution of those plans, the Board thinks it is prudent not to recommend any dividend to the shareholders for FY 2022-23. (Previous Year: Nil).

The Board of Directors has not recommended any dividend this year. The amount of profits has been retained for future requirement of the Company for investment in capital of Subsidiaries / Project SPVs.

General Reserve

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

Public Deposits

During the year under review, your Company had not accepted any deposit within the meaning of the provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014.

Committees

Your Company has in place the following Committees as mandated under the provisions of the Act and Listing Regulations.

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder viz.

a. Audit Committee:

b. Nomination and Remuneration Committee;

c. Stakeholders’ Relationship Committee;

d. Corporate Social Responsibility Committee; and

e. Risk Management Committee.

The Composition of all such Committees, number of meeting/ (s) held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

Policies / Codes of the Company:

The list of Policies/Codes hosted on the website of the Company at www.ashokabuildcon.com is given in Corporate Governance Report forming part of this report.

Subsidiaries, Associates and Joint Ventures

The Company has 38 subsidiaries, including 4 subsidiaries as its material unlisted subsidiaries and 7 Associate and Joint Ventures as on March 31, 2023.

In accordance with Section 129(3) of the Act and as per Indian Accounting Standards (Ind AS) 110, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries and Associates, which form part of the Report.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in the notes to the consolidated financial statements. Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company’s Subsidiaries, Associates and Joint Ventures in Form AOC-1 as Annexure - I is attached to the Board’s Report.

In accordance with the provisions of Section 136 of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company. Further, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, at https://www.ashokabuildcon.com/ financial-information.php

The Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company’s registered office address.

During the year under review:

> The investment in equity shares of the Company in Ashoka Banwara Bettadahalli Road Private Limited (ABBRPL) increased by addition of 3,00,00,000 shares to 3,00, 50,000.

> The investment in equity shares of the Company in Ashoka Baswantpur Singnodi Road Private Limited (ABSRPL) increased by addition of 2,83,20,000 shares to 2,83,70,000.

Framework for Monitoring Subsidiary Companies

During the year under review, Four (4) Companies were identified as material subsidiaries of the Company, as per the

Listing Regulations. In terms of the provisions of Regulation 24(1) of the Listing Regulations, appointment of one of the Independent Directors of the Company on the Board of material subsidiaries was applicable to only three (3) subsidiaries viz. Viva Highways Limited, Ashoka Concessions Limited, Jaora-Nayagaon Toll Road Company Private Limited. Mr. Gyan Chand Daga represents independent directors of the Company on the Board of Directors of three material subsidiaries.

The composition and effectiveness of Boards of all subsidiaries is reviewed by the Company periodically. The Governance framework is also ensured through appointment of Secretarial Auditors. Guidance is provided to subsidiaries on matters relating to conduct of Board meeting, training and familiarisation programmes for the Independent Directors on the Board of Subsidiaries.

The Company is in compliance with Regulation 24A of the Listing Regulations. As per regulation 24A of the Listing Regulations, a listed company is required to annex the secretarial audit report of its material unlisted subsidiaries to its Directors Report. The secretarial audit reports for FY2022-23 of material unlisted subsidiaries viz. Ashoka Concessions Limited, Viva Highways Limited, Jaora-Nayagaon Toll Road Company Private Limited and Ashoka Ankleshwar Manubar Expressway Private Limited (SPVs) are available on the website of the Company at https:// www.ashokabuildcon.com/financial-information.php

The Secretarial Audit Reports of all SPVs do not contain any qualification, reservation or adverse remark.

Post closure of financial year 2022-23, no new Company identified as Material Subsidiary of the Company and Company identified as Material unlisted Subsidiary Company for FY2022-23 remains to be continued as Material unlisted Subsidiary Company for FY2023-24 basis net worth criteria. In view of this as on April 01, 2023, Ashoka Concessions Limited, Viva Highways Limited, Jaora-Nayagaon Toll Road Company Private Limited and Ashoka Ankleshwar Manubar Expressway Private Limited are the four (4) material unlisted subsidiaries of the Company. Ashoka Ankleshwar Manubar Expressway Private Limited do not require appointment of Nominee Independent Director of the Company on its Board of Directors as the net worth of material subsidiary company does not exceed 20% of consolidated net worth of the Company.

The Company monitors performance of subsidiary companies, inter alia, by the following means:

> Financial statements, in particular investments made, loan availed or granted by subsidiary companies, are reviewed quarterly by the Company’s Audit Committee.

> Minutes of Board meetings of subsidiary companies are placed before the Company’s Board regularly.

> A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Company’s Board.

> Presentations are made to the Company’s Board on business performance of major subsidiaries of the Company by the senior management.

> The Company’s Policy for determining Material Subsidiaries is available on the website of the Company at https://www. ashokabuildcon.com/files/investors/corporate-governance/ ABL-Policy%20on%20Material%20Subsidiaries%20-%20 LODR%202015.pdf

Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees

In accordance with Section 178 and other applicable provisions of the Act read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the LODR, 2015, the Board of Directors at its meeting held on February 05, 2021, reviewed and revised the Remuneration Policy of your Company. The Remuneration Policy covered in the Corporate Governance Report which forms part of the Report is available on the web link https://www. ashokabuildcon.com/files/investors/corporate-governance/ Remuneration%20Policy.pdf

Directors and Key Managerial Personnel

Ashok Katariya (DIN:00112240) and Satish Parakh (DIN: 00112324) are liable to retire by rotation at the ensuing AGM pursuant to section 152(6)(c) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible have offered themselves for re-appointment.

Ashok Katariya (DIN: 00112240) has been re-appointed as a Whole-time Director, designated as a Chairman, for a period of 2 years from April 01, 2022 and further, as per Section 196 and Schedule V of the Act, the approval of the members has been obtained by way of Postal Ballot, the results of which were declared on June 26, 2022, vide a special resolution for continuation of his office as a Whole-time Director, upon attaining the age of 70 (seventy) years.

Milap Raj Bhansali (DIN: 00181897) had been re-appointed as a Whole-time Director, for a period of 5 years from April 01, 2022 and further, as per Section 196 and Schedule V of the Act, the approval of the members has been obtained at the annual general meeting held on September 15, 2021, vide a special resolution for continuation of his office as a Wholetime Director, upon attaining the age of 70 (seventy) years. He has resigned from the post of director of the Company effective April 12, 2023 on personal health grounds.

Ashish Kataria (DIN: 00580763) has been appointed as a Whole-time Director, for a period of 5 years from April 01, 2022 and further, as per Section 196 and Schedule V of the Act, the approval of the members has been obtained by way of Postal Ballot, the results of which were declared on June 26, 2022.

Mr. Satish Parakh, Managing Director, Mr. Ashish Kataria, Whole-time Director, Mr. Paresh Mehta, Chief Financial Officer and Mr. Manoj Kulkarni, Company Secretary have been recognized as the Whole-time Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the Key Managerial Personnel has resigned during the year under review.

Declaration by independent directors

The Company has received the necessary declarations from each of the Independent Directors of the Company under Section 149(7) of the Act and Regulation 25 of the Listing Regulations, confirming that they meet with the criteria of independence as laid down in Section 149(6) of the Act, along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There had been no change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations. During the year under review, none of Independent Directors has resigned from the directorship.

The Independent Directors of your Company have confirmed that:

a. they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015;

b. they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence; and

c. all the Independent Directors have registered themselves pursuant to the Ministry of Corporate Affairs notification dated December 01, 2019 viz. the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019.

d. they have affirmed compliance with the Company’s Code of Conduct for Directors and Senior Management Personnel for the financial year 2022-23.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.

Further, the Board also states that Independent Directors are the persons of integrity and have adequate experience to serve as Independent Directors of the Company.

Meeting of Independent Directors

As required under the provisions of section 149(8) read with Schedule IV (“Code for Independent Directors”) of the Act and Regulation 25(3) of the Listing Regulations, a separate meeting of Independent Directors of the Company was held on March 14, 2023 wherein Independent Directors, inter alia, reviewed the performance of Non-Independent Directors including chairman and the Board as a whole, taking into account the views of Executive Directors and Non-Executive Directors and assessed the adequacy quality, quantity and timeliness of flow of information between the Company’s management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Annual evaluation of Board’s performance

The Board has carried out an annual evaluation of its own performance, Board Committees, and individual Directors (including independent Directors) pursuant to the provisions of the Act and the Listing Regulations.

The separate point is covered in Corporate Governance Report, which is a part of this Annual Report.

Meetings of the Board

6 (Six) Meetings of the Board of Directors were held during the year under review. The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of the Report.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief hereby state and confirm that:

> In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

> The Directors have approved the accounting policies and the same have been applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the Profit of the Company for the year ended on that date;

> Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

> The annual accounts have been prepared on a ‘going concern’ basis;

> Proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

> Proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

Auditors and Auditors’ Reports

a. Statutory Auditors

The Shareholders of the Company, pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, have appointed M/s. S R B C & CO LLP, Chartered Accountants, Mumbai, (Firm Registration No. 324982E/E300003), as the Statutory Auditors to hold office till the conclusion of the 34^th Annual General Meeting (‘AGM’) of the Company to be held for FY 2026-27. They have confirmed that they are not disqualified from continuing as Auditors of the Company and are eligible for re-appointment.

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

The Auditors’ Reports on Standalone Financial Statements (SFS) and Consolidated Financial Statements (CFS) for financial year 2022-23 do not contain any qualification, observation or adverse remark except the following:

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

Remark: Undisputed statutory dues including goods and services tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues as applicable have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases for provident fund and profession tax. According to the information and explanations given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

Reply: There was slight delay in payment of provident fund and profession tax due to unavoidable circumstances. However the same had been regularized and the dues have been paid during

the year. The necessary precautions have been taken to ensure that no such delays happen in future.

The Auditors’ Report on Consolidated Financial Statements (CFS) for financial year 2022-23 does not contain any qualification, observation or adverse remark except the following:

Remark: 2 (b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept in electronic mode on servers physically located in India so far as it appears from our examination of those books and reports of the other auditors except that with respect to certain subsidiaries as disclosed in Note 73 of the consolidated financial statements, we are unable comment whether daily backups of books of accounts maintained in electronic mode were taken due to absence of logs. Further, with respect to certain subsidiaries as disclosed in Note 73 to the consolidated financial statements, there were delays in taking daily backups.

Reply:

The Group has defined process to take daily back-up of books of account maintained electronically however in certain subsidiaries, associates and joint venture (a) an accounting application does not support maintenance of logs of backups taken on a daily basis; (b) there has been instances where there are delays in taking daily back-up in an accounting application. The management is in the process of taking necessary steps to configure systems to ensure that logs of daily backup for books of account is maintained in order to ensure compliance with the requirements of the applicable statute.

b. Cost Auditors

Your Company is maintaining the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and had appointed M/s. S. R. Bhargave & Co., Cost Accountants (Firm Registration No. 000218) as the Cost Auditors to conduct the audit of cost records of the Company and to issue Cost Audit Report for FY2023-24.

The Board has proposed the appointment of M/s S. R. Bhargave & Co., Cost Accountants, as the Cost Auditors of the Company for FY2023-24 at a remuneration of Rs.5,40,000/- (Rupees Five Lakh Forty Thousand only) plus applicable taxes and out-ofpocket expenses at actuals. The consent has been received from M/s. S. R. Bhargave & Co., Cost Accountants, Pune, to act as the Cost Auditors of your Company for financial year 2023-24 along with a certificate confirming their independence and eligibility.

Appropriate resolution has been recommended by the Board to be passed by the shareholders in the ensuing Annual General Meeting to ratify the remuneration of the Cost Auditors for the FY 2023-24.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Sharma & Trivedi LLP (LLP IN : AAW-6850) Practising Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - III to the Board’s Report.

There are no observations / remarks or qualifications in the Secretarial Audit Report for FY2022-23.

d. Internal Auditors

M/s Suresh Surana & Co. LLP and M/s. Patil Hiran Jajoo, Chartered Accountants had been appointed as Joint Internal Auditors of the Company for FY2022-23 and the reports of Joint Internal Auditors were reviewed by the Audit Committee from time to time at the meetings of Audit Committee. The observations and suggestions of the Internal Auditors were reviewed and necessary corrective/preventive actions were taken in consultation with the Audit Committee.

The Company has appointed M/s Suresh Surana & Co. LLP, Mumbai and M/s. Patil Hiran Jajoo, Chartered Accountants, Nashik, as Joint Internal Auditors for FY2023-24.

Audits and internal checks and balances

M/s S R B C & CO. LLP, Chartered Accountants, conduct the audit of accounts of the Company.

The Company has adequate internal control systems that are commensurate with the size and nature of its business which ensures that all the assets are acquired economically and used optimally. The systems are safeguarded, protected against loss from unauthorised use or disposition, and all transactions are properly authorised, recorded and reported correctly. A dedicated Legal Compliance ensures that the Company conducts its businesses with legal, statutory and regulatory compliances. The Company has instituted a legal compliance programme in conformity with requirements of the Act to ensure that there exists a system which is adequate and operates effectively and efficiently. Well-documented policies supplement the internal control system. Audits of various departments are conducted as per the annual audit plan through joint internal auditors, who submit reports to the management and the Audit Committee of the Board from time to time. The views of the statutory auditors are also considered to ascertain the adequacy and efficacy of the internal control system and measures. The project sites of the Company are covered through SAP ERP system. All these measures are continuously reviewed by the management and as and when necessary and required improvements are made.

Adequacy of Internal Financial Controls with reference to the financial statements

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5)(e) of the Act read with Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014. The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations.

It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices.

Your Company uses SAP ERP Systems to maintain its Books of Account. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The systems, Standard Operating Procedures and controls including manual controls are reviewed by Management.

Your Company has in place adequate Internal Financial Controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The Company has appointed independent audit firms as Internal Auditors to observe the Internal Control system. The Board of the Company have adopted various policies viz. Policy on determining Material Subsidiary, Policy on Determination of Materiality of Events or Information, Whistle Blower Policy, Policy on Related Party Transactions, Policy on Prohibition of Insider Trading, Policy on Prevention of Sexual Harassment at Workplace, Policy on Corporate Social Responsibility, Nomination and Remuneration Policy, Risk Management Policy, Dividend Distribution Policy and other policies and procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any money transferred

to the Unpaid Dividend Account of a Company in pursuance of these sections, which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to the Fund established under sub-section (1) of section 125 of the Act i.e. Investor Education and Protection Fund.

During the year under review, the Company had transferred a sum of Rs.92,372/- to the Investor Education and Protection Fund established by the Central Government (IEPF). The said amount represents Final Dividend for the year 2014-15 and 1^st Interim Dividend for the year 2015-2016 lying unclaimed with the Company for a period of 7 years from their respective due dates of payment.

TRANSFER OF SHARES TO IEPF

As required under Section 124 of the Companies Act, 2013, 3,788 Equity shares, in respect of which dividend has not been claimed by the members for Seven (7) consecutive years, have been transferred by the Company to IEPF during the year under review. The details of shares transferred have been uploaded on the website of IEPF as well as the Company at https:// www.ashokabuildcon.com/file s/investors/unpaid-unclaimed-divident/Shares%20transferred%20to%20IEPF.pdf

The members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in the prescribed form available on http://www.iepf.gov.in along with requisite fees as decided by the IEPF Authority from time to time. The member/claimant can file only one consolidated claim in a financial year as per the IEPF Rules.

Familiarisation Programme for Independent Directors

Pursuant to the requirement of Regulation 25(7) of the (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company needs to formally arrange Induction or Familiarization Programme for Independent Directors to familiarise them with their role, rights and responsibility as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and Regulatory updates.

The Company believes that a Board, which is well informed/ familiarised with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders’ aspirations and societal expectations.

The Company has an orientation process/familiarization programme for independent directors, which includes:

a) Briefing on their role, responsibilities, duties, and obligations as a member of the Board;

b) Nature of business and business model of the Company, Company’s strategic and operating plans; and

c) Matters relating to Corporate Governance, Code of Business Conduct, Risk Management, Compliance Programs, Internal Audit, etc.

In pursuit of this and as part of ongoing training, the Company schedules meetings of business heads and functional heads with the Independent Directors. During these meetings, comprehensive presentations are made on the various aspects such as Company’s business models, growth and performance, new business strategies and initiatives by risk minimization procedures, etc. These meetings also facilitate Independent Directors to provide their inputs and suggestions on various strategic and operational matters directly to the business and functional heads.

The details are mentioned in the Corporate Governance Report which is a part of the report. The details of the Familiarisation Programme for Independent Directors of the Company are hosted on the website of the Company at https://www.ashokabuildcon. com/files/investors/corporate-governance/Familiarisation%20 Programme-310323.pdf

Policies

The details about the adoption of the various Policies as per the requirement of the SEBI (LODR) Regulations, 2015 are covered in the Corporate Governance Report, which forms part of this Report.

Prohibition of Insider Trading

The details about prohibition of trading by Insiders are covered in the Corporate Governance Report which forms part of this Report.

Insurance

The Company’s plant, property, equipment and stocks are adequately insured against major risks. The Company has appropriate liability insurance.

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D & O)

Pursuant to Regulation 25(10) of the Listing Regulations, the Company has taken the Directors and Officers Liability Insurance (‘D & O Insurance’) policy for all the Directors including Independent Directors of the Company for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty, or breach of trust for which they may be guilty in relation to the Company.

SUCCESSION PLANNING

The Nomination and Remuneration Committee of the Board oversees matters related to succession planning of Board and Senior Management of the Company. The Company understands that sound succession planning is essential for sustained growth of the Company.

Disclosure on confirmation on the Secretarial Standards

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2).

Related party transactions

All Related Party Transactions entered during the year under review were in compliance with the requirements of the Act and the Rules framed thereunder and LODR 2015. All the required approvals of the Audit Committee, the Board of Directors and Shareholders, as the case may be, have been obtained, in accordance with applicable laws for the Related Party Transactions. RPT Policy, which is reviewed periodically, is uploaded on the website at https://www.ashokabuildcon. com/files/investors/corporate-governance/ABL%20RPT%20 POLICY 010422.pdf

During the year under review, your Company entered into transactions with related parties as defined under Section 2(76) of the Act read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Act, Rules issued thereunder and Regulation 23 of the LODR 2015. Further, other suitable disclosures as required under IND AS - 24 have been made in the Notes to the financial statements.

During the year under review, there were no materially significant Related Party Transactions entered by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company.

The details of the related party transactions are set out in Note No. 47 to the standalone financial statements forming part of the Report.

The Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in respect of disclosure of contracts/arrangements with related parties under section 188 is set out as Annexure-II to the Board’s Report.

Particulars of loans given, investments made, guarantee given and securities provided under Section 186 of the Act

The particulars of the loans given, investments made or guarantees given and securities provided covered under the provisions of Section 186 of the Act, are provided in the Note No. 38 to the Standalone Financial Statements.

Annual Return

The Annual Return of the Company for FY2022-23, in draft format in the prescribed form MGT-7 is available on the website of the Company at: https://www.ashokabuildcon.com/files/ investors/financial-info/ABL_Form_MGT_7_2223.pdf

Corporate Social Responsibility

Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholders. As per the requirements of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (“CSR”) your Company has duly constituted a Corporate Social Responsibility Committee (“CSR Committee”). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available on the website of the company at https://www.ashokabuildcon.com/files/investors/ corporate-governance/ABL_CSR_POLICY_01042021.pdf

The Company was required to spend Rs.9.63 Crore on CSR activities during FY2022-23, based on profits for FY 2022, calculated on the basis of Section 198 of the Companies Act, 2013. The Company had spent Rs.6.533 Crore during FY2022-23. The Company has thus not spent the entire amount required to be spent on CSR activities during FY2022-23 and the unspent balance amount of Rs.3.10 Crore has been deposited in separate Bank Account ‘Unspent CSR Expenses FY2022-23’ opened with scheduled bank before the due date and thereby complying with the requirement of Section 135 of the Act.

In compliance with the amendments in the various provisions of the Companies Act, 2013 and the Companies Corporate Social Responsibility Amended Rules, 2021 issued by the Ministry of Corporate Affairs vide its notification dated January 22, 2021 the Company had amended the Corporate Social Responsibility (CSR) Policy. Further, as required under Rule 4 (5) of the Companies (Corporate Social Responsibility Policy) Rules, 2015, Chief Financial Officer had issued a Certificate dated May 24, 2023 certifying that the funds so disbursed for CSR activities as per CSR Budget approved by the Company have been utilised up to Rs.6.533 Crore for the purposes and in the manner as approved by Board of Directors of the Company from time to time. The unspent amount of Rs.3.10 Crore has been transferred to separate Bank Account. The CSR activities for financial year ended March 31, 2023 along with the composition of CSR Committee is set out in Annexure IV to the Board’s Report.

Policy on prevention of sexual harassment

Your Company has in place a policy on Prevention of Sexual Harassment of Women at Workplace which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”).

Your Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of “Sexual Harassment” at workplace. The objective of this Policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment. Your Company has also complied with the provisions of setting up of an Internal Complaint Committee which is duly constituted in compliance with the provisions of the POSH Act. All women, permanent, temporary, trainees or contractual staff including those of service providers is covered under the policy. The Company has provided a safe and dignified work environment for employee which is free of discrimination.

Further, the Company also conducts adequate awareness programs and interactive sessions against sexual harassment for all the employees, to build awareness amongst employees about the Policy and the provisions of POSH Act. There are no complaints or concerns received or observed during FY2022-23 pertaining to sexual harassment.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given below.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules thereunder, it is hereby declared for financial year 2022-23, as follows.

a. number of complaints filed during financial year Nil

b. number of complaints disposed of during financial year N.A.

c. number of complaints pending as on end of financial year. N.A.

Disclosure under section 134 (3) (l) of the Act

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company between the end of financial year of the Company and date of the report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Act read with the Companies (Accounts) Rules, 2014 is as follows:

Conservation of energy

The Company does not have any manufacturing facility. The other particulars required to be provided in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

Sr. No.	Particulars	Remarks
I	Steps taken or impact on conservation of energy	In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those actually implemented by the Company
Ii	Steps taken by the Company for utilizing alternate source of energy	In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those actually implemented by the Company
iii	The capital investment on energy conservation equipment
(B) Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived, Import of Technology:
Sr. No.	Particulars		Remarks
i	the efforts made towards technology absorption		No specific efforts made other than in the ordinary course of execution of the Project
Ii	the benefits derived like product improvement, cost reduction, product development or import substitution		N.A.
iii	in case of imported technology (imported during the last three years reckoned from the beginning of financial year		N.A.
a.	the details of technology imported		N.A.
b.	the year of import		N.A.

Sr. No.	Particulars	Remarks
c.	Whether the technology fully absorbed	N.A.
d.	If not fully absorbed, areas where absorption has not taken place, reasons thereof	N.A.
iv	The expenditure on Research and Development	Nil
DETAILS OF FOREIGN EXCHANGE EARNINGS AND EXPENSES The expenses in foreign exchange are as follows:
Particulars		Amount (Rs. in lakh)
Import of Spares		25.48
Advertisement Expenses		3.17
Foreign Travels - Directors		10.49
Foreign Travels - Staff		8.01
Bank Charges		0.03
Bank Guarantee Charges		8.21
Expenses of Overseas Projects		4,425.84
Total		4,481.12
The earnings in foreign exchange are as follows:
Particulars		Amount (Rs. in lakh)
Other Income - Project Monitoring Services		1,113.27
Contract Revenue - Guyana		8,777.44
Total		9,890.71

Details on Internal Financial Controls

The Company has in place adequate internal financial controls,

some of which are outlined below.

• The Company prepared its Financial Statements to comply with the accounting standards specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. These Standalone financial statements includes Balance Sheet as at March 31, 2023, the Statement of Profit and Loss including Other Comprehensive Income, Cash flows Statement and Statement of changes in equity for the year ended March 31, 2023, and a summary of significant accounting policies and other explanatory information. The Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

• The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of

frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

• The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by the respective Auditors of the Subsidiaries for consolidation.

• Your Company has implemented new ERP (SAP) during financial year 2018-19 and is being used regularly and effectively.

• The opportunity presented by the emergence of Digital Technologies is one of the key strategic enablers to our sustainable growth. As a step towards process simplification, integration and speed, we have implemented the SAP S4 - HANA platform. This has enabled the organisation with a single source for financial accounting, costing, and asset accounting through Integrated System under SAP S4/ HANA architecture.

• The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes appropriate action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites.

• During the year under review, the internal financial controls were reviewed and tested by a reputed firm of Chartered Accountants who report on quarterly basis on the process and systems of accounting and other operational processes of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Particulars of Employees

The statement containing top employees in terms of remuneration drawn and particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, the said annexure is open for inspection and has been hosted on the website of the Company at https://www.ashokabuildcon.com/files/investors/corporate-governance/Statement-Rule5(2).pdf

In terms of Section 136 of Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the statement on employees’ particulars.

If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The Managing Director and Whole-time Directors of your Company do not receive remuneration from any of the subsidiaries of your Company except Mr. Ashish Kataria, Wholetime Director of the Company, who received remuneration Rs. 1.90 Crore in FY2022-23 from Ashoka Concessions Limited, a subsidiary of the Company, as a Whole-time Director of that Company.

The information required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure - V to the Board’s Report.

Management Discussion and Analysis

Management Discussion and Analysis is given in a separate section forming part of this Report.

Corporate Governance

The Company is committed to maintaining the highest standards of corporate governance and continues to be compliant with the requirements of corporate governance as enshrined in the Listing Regulations. The report on corporate governance together with a certificate from the Practising Company Secretary, confirming compliance with corporate governance norms as stipulated in the Listing Regulations, forms a part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Report as Annexure - VI to the Board’s Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

> Details relating to deposits covered under Chapter V of the Act.

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

> Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

> No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

> No fraud has been reported by the Auditors to the Audit Committee or the Board.

> The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

Cautionary Statement:

Statements in the Annual Report, describing the Company’s objectives, projections, estimates and expectations, may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, banks, credit rating agencies and financial institutions, clients, vendors, for their cooperation and continued support in future for the growth of the Company.

The Directors also wish to acknowledge the support and guidance received from various regulatory bodies, NHAI, MPRDC, Power Distribution Corporations of various States, Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other Central and State Government agencies and thank them for the same and look forward to their continued support. The Directors appreciate and value the contribution made by each and every employee of the Ashoka family.

For and on behalf of the Board of DirectorsSD/-

(Ashok Katariya)

Chairman DIN:00112240

Place: Nashik Date: May 24, 2023

---

Mar 31, 2018

BOARD’S REPORT

Dear Members,

Ashoka Buildcon Limited

The Directors have pleasure in presenting the 25^th Annual Report along with audited financial statements of your Company, for the year ended March 31, 2018.

Financial Results

The financial performance of your Company for the year ended March 31, 2018 is summarized below :

(Rs. in Lakh except EPS)

Particulars	Standalone		Consolidated
	2017 -18	2016-17	2017 -18#	2016-17#
Total Receipts / Gross Sales and Operating Income	2,54,605.42	2,08,523.09	365,457.95	306,115.61
Profit Before Depreciation and Tax	34,267.09	26,713.91	25,648.40	10,919.17
Depreciation	5,322.27	5,073.52	29,143.19	26,401.26
Profit/(Loss) Before Tax	28,944.82	21,640.39	(3,494.79)	(15,482.09)
Provision for Taxation	5,244.24	4,030.96	8,370.65	6,983.24
Profit/(Loss) after tax	23,700.58	17,609.43	(11,865.44)	(22,465.33)
Share of Profit/(Loss) of subsidiaries transferred to Non-controlling Interest 1	N. A.	N. A.	(753.15)	(1,942.68)
Profit/(Loss) after tax (post minority interest)	NA	NA	(11,211.95)	(20,570.72)
Dividend	2,994.60	1,497.19	2,994.60	1,497.19
Balance carried to Balance sheet	23,700.58	17,609.43	(11,211.95)	(20,570.72)
Earnings per Equity Share (EPS) Basic (face value Rs.5/- each) Diluted (face value Rs.5/- each)	12.66 12.66	9.41 9.41	(5.94) (5.94)	(10.97) (10.97)

State of Company’s Affairs Operations

a) During the year under review, the Company has won Road Projects worth of Rs.7,011.31 Crore and Power Projects worth of Rs.344.67 Crore as detailed below.

Name of the Project	Authority	Length (K. M.)	Project Cost (Rs. in Crore)
Construction of Eight (8) Lane Vadodara Kim Expressway in the State of Gujarat	National Highways Authority of India	13.00	1,687.00
Four (4) laning of Tumkur-Shivamogga section Karadi to Banwara of NH-206 on in the State of Karnataka	National Highways Authority of India	56.705	1,218.50
Projects comprising of 9 National Highway stretches (Bundle 1) on Toll Operate Transfer Mode in India. The Company is O & M Partner.	National Highways Authority of India	680.68	1,025.00
Four (4) laning of Tumkur - Shivamogga section Mallasandra to Karadi of NH-206 in the State of Karnataka	National Highways Authority of India	65.195	917.00
Six Laning of Khairatunda to BarwaAdda Section of NHD2 in the State of Jharkhand	National Highways Authority of India	40.02	860.10
Four (4) Laning of Belgaum - Khanapur Section of NH-4A in the State of Karnataka	National Highways Authority of India	30.00	856.20
Up-gradation of Jalgaon - Bhadgaon ( section I) of NH 753J from Chainage 4 000 Km to 56 200 Km to Two lane with paved shoulders in the State of Maharashtra on EPC mode	Ministry of Road Transport & Highway (MoRT&H) through Public Works Department, National Highway (P.W.D), Maharashtra	52.20	237.30
Up-gradation of Bhadgaon - Chalisgaon (section II) of NH 753J [Jalgaon - Bhadgaon - Chalisgaon - Nandgaon - Manmad (46.800 Km)] in the state of Maharashtra on EPC mode	Ministry of Road Transport & Highway (MoRT&H) through Public Works Department, National Highway (P.W.D), Maharashtra	46.800	210.21
	Sub-total A		7,011.31

Power Projects (Rs. in Crore)
Execution of Urban Electrification works for 12 Towns in Ranchi and Medininagar in the State of Jharkhand	Jharkhand BijliVitran Nigam Limited	282.73
Turnkey Project at Karana Dist. Wardha under Nagpur Zone	Maharashtra State Electricity Transmission Co. Ltd	38.78
Establishment of132/33 KV sub-station at Jawhar, Dist. Palghar on Turnkey basis in the State of Maharashtra	Maharashtra State Electricity Transmission Company Ltd.	17.55
Turnkey Project under Green Energy Corridor, Dist. Ahmednagar Maharashtra	Maharashtra State Electricity Transmission Co. Ltd.	5.61
	Sub-total B	344.67
	Total	7,355.98

b. Updates on Projects

- Your Company received Completion Certificates for both the Annuity Projects viz. Chennai Outer Ring Road Project in the State of Tamil Nadu and MudholNipani Road Project in the State of Karnataka;

- Your Company received Completion Certificate for first of its International Project at Maldives;

- Your Company received Completion Certificate for Eastern Peripheral Expressway (EPE) Project which the Company completed in record time;

- The Company has successfully achieved financial closure for Ashoka RanastalamAnandapuram Road Limited, step down subsidiary of the Company.

- The balance toll and annuity collection period for on-going Projects is as follows.

Name of the Project	Concession / Toll Period / Annuity
BOT Projects
Bhandara to Maharashtra Border	16th March 2008 to 15th March 2028
Durg Bypass to Chhatisgarh Border Road Project	22nd July 2008 to 21st July 2028
JaoraNayagaon Road Project	25th August 2008 to 25th Aug 2033
Belgaum - Dharwad Road Project	04th May 2011 to 3rd May 2041
Sambhalpur - Kharagpur Road Project	14th November 2011 to 13th November 2041
Dhankuni - Kharagpur Road Project	01st April 2012 to 31st March 2037
Nagar Aurangabad Road Project	18th December 2006 to 18th December 2018
Waghur Hydro Project	30 years from the commissioning date
Foot Overbridges on Eastern Express Highway - NH - 3 (Pravin Hotel - Vikroli )	31st May, 2003 to 30th September, 2018
Foot Overbridges on Eastern Express Highway - NH - 3 (Tagor Nagar - Vikroli )	31st May, 2003 to 30th September, 2019

Projects handed over

Nashirabad Railway Over Bridge	24thJuly 2000 to 23rdNovember 2017 (Handed over as at 31st March, 2018)
Indore - Edlabad Road Project	24th September 2001 to 18thFebruary 2017 (As on 31/3/2017 toll period over)
Pune - Shirur Road Project	6thJuly 2005 to 6th July 2015 (Under Arbitration)
KatniByepass Road Project	19th August 2002 to 21st February, 2020(toll collection income is not recognised in books as the matter is sub-judiced)
Foot Overbridges on Eastern Express Highway - NH - 3 1.Godrej Company 2.Luiswadi, Thane 3.Mental Hospital, Thane 4.Priyadarshani Circle Chembur	Handed over in earlier years
Annuity Projects
Mudhol - Nipani - Maharashtra Border (Karnataka)	12th December, 2014 (Concession period 10 Years)
Hungund-Talikot (Karnataka)	3rd October 2016 (Concession period 10 Years)
Bagewadi - Bailhongal - Saundatti(Karnataka)	3rd October 2016 (Concession period 10 Years)
Kharar - Ludhiana (Punjab)	15th March 2017 (Concession Period 17.5 Years )
Ranatsalam - Anandapuram (Andhra Pradesh)	16th November 2017(Concession Period 17.5 Years )
Joint Venture
BOT
Wainganga Bridge at Bhandara	3rd March 2001 to 15th February, 2018, and further extension for 3 years and 6 months as per District Court Order,
Ashoka Bridgeways	17th March 2004 to 15th November, 2018
Annuity Projects
Chennai Outer Ring Road Phase II from Nemilicheri to Minjur	12thMarch 2014 ( Concession period 20 Years )

Future Outlook

We believe that in view of the great thrust the Government has on an infrastructure, we feel going ahead there is a very huge opportunity for us in Nation Building. We are optimistic that we will ramp our Order Book to a new peak in the Road Sector and Power Distribution Sector as well.

The Government has come up with the ambitious Plan for developing the National Highways with following the programmes:

- Bharatmala Programme wherein 24,800 KMs Road Projects, to be developed over next five years period involving an investment of Rs.5,35,000 Crore.

- NHDP program wherein 10000 KMs of National Highways and Expressways would also be put for the bidding.

- Sagarmala Program which is a series of projects to leverage the country’s coastline and inland waterways to drive industrial development

We will continue giving good returns to our investors. The Company will also continue to look for opportunities in other infra spaces like Railways, City Gas Distribution, and Smart City Development Programme.

Share Capital

During the year under review, the Company has not allotted any equity shares with or without differential voting rights. The paid-up Equity Share capital of the Company as at March 31, 2018 remained at Rs.93.57 Crore.

Dividend

During the year under review, your Company had declared and paid Interim Dividend of Re.0.80 (Paise Eighty only) per Equity share of face value of Rs. 5/- each for the Financial Year 2017

18. The total outflow on account of dividend during the year was Rs.33.05 Crore including Dividend Distribution Tax and final dividend for FY17-18.

Transfer to Reserves

Your Company has not transferred any amount to the general reserve during the year under review.

Issue of Bonus Shares

Your Company has proposed to issue 1 (one) Equity Share as Bonus Share for every 2 (two) Equity Shares of Rs.5/- each held, subject to approval of Shareholders. Your Company will capitalize the amount of Rs.46.78 Crore from Reserves and Surplus.

Public Deposits

During the financial year 2017-18, your Company had not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013(“the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014.

Capital Expenditure

As at March 31, 2018, the Gross Fixed Assets & Intangible Assets stood at Rs.498.81 Crore which includes CWIP and Intangible Assets under Development and net fixed assets & net intangible assets at Rs.232.36 Crore. Additions during year amounted to Rs.104.08 Crore.

Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Section 177 (8) of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“LODR 2015”) as follows :

Sr. No	Name	Designation
1	Mr. Albert Tauro	Chairman (Independent Director)
2	Mr. Michael Pinto	Member (Independent Director)
3	Ms. Sunanda Dandekar	Member (Independent Director)
4	Mr. Milap Raj Bhansali	Member (Executive Director)

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company. For further details, please refer the Corporate Governance Report forming part of the Annual Report.

Vigil Mechanism:

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has established a vigil mechanism by adopting a Whistle Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Act and Regulation 22 of the LODR 2015. The administration of the vigil mechanism is ensured through the Audit Committee. The Whistle Blower Policy of the Company is annexed to this report as Annexure VIII and posted on the website of the Company at www.ashokabuildcon.com

Subsidiaries

In accordance with Section 129 (3) of the Act and as per Indian Accounting Standards (IndAS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which form part of this Annual Report.

The salient features of financial statements of Subsidiary / Associates / Joint Ventures as per the Act are given in prescribed Form AOC-1 as Annexure I to this Report.

During the year under review :

- 74% stake in the equity share capital of Tech Berater Private Limited has been acquired by Viva Infrastructure Limited, a Wholly Owned Subsidiary of the Company to make it a Step Down subsidiary of the Company;

- Ashoka Aerospace Private Limited with 100% stake in its equity share capital had been incorporated as a Wholly Owned Subsidiary;

- Ashoka Ranastalam Anandapuram Road Limited had been incorporated as a Wholly Owned Subsidiary of Ashoka Concessions Limited, a Subsidiary of the Company for execution of Ranastalam-Anandapuram Road Project in the State of Andhra Pradesh. It is a step down subsidiary of the Company.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.ashokabuildcon.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.ashokabuildcon.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company’s registered office address.

Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees

In accordance with Section 178 and other applicable provisions of the Act read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules, 2014 issued there under and Regulation 19 of the LODR, 2015, the Board of Director at their, meeting held on 30^th September, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of the Annual Report.

The Managing Director and Whole-time Directors of your Company do not receive remuneration from any of the subsidiaries of your Company. The information required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure III to this Report.

The Remuneration Policy of the Company is available on the website of the Company, www.ashokabuildcon.com

Directors and Key Managerial Personnel

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Michael Pinto, Mr. Sharadchandra Abhyankar, Mr. Albert Tauro and Mr. Gyan Chand Daga had been appointed as Independent Directors on the Board of Directors of your Company to hold office up to five (5) consecutive years upto March 31, 2019 and Ms. Sunanda Dandekar had been appointed as an Independent Director to hold office upto March 30, 2020.

Mr. Satish D. Parakh Managing Director is liable to retire by rotation at the ensuing AGM pursuant to section 152(6)(c) of the Act read with the Companies(Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered him self for re-appointment. The brief resume of Mr. Satish Parakh and other information under Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (LODR 2015) and Secretarial Standard 2 (SS-2) with respect to the Director seeking re-appointment has been provided in the Notice convening 25^th AGM. Your Directors recommend his re-appointment.

Mr. Satish Parakh, Managing Director, Mr. Paresh Mehta, Chief Financial Officer and Mr. Manoj Kulkarni, Company Secretary have been recognized as the Whole-time Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the Key Managerial Personnel has resigned during the year under review.

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1) (b) of the LODR 2015.

Awards and Recognitions received by the Company during the year :

Awarded by	Name of the Award/ Recognition
CIA WORLD Builder & Infra Awards	Infra Company of The Year
National Leadership Awards	Best Environmental for GHG Reduction

Construction World Infra Awards	First Fastest Growing Company
Construction Times - Power Project	Munger Power Project
D & B Infra Awards	Infra Company of The Year
UBM India - OHS Awards	OHS Awards
ET Now - CSR Awards	Innovation in CSR Practices

Annual evaluation of Board’s performance

In terms of the provisions of the Act read with Rules issued thereunder and the LODR 2015, the Board of Directors had carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee. The criteria for evaluation of the Board performance have been mentioned in the Corporate Governance Report.

Number of meetings of the Board

The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

In terms of requirements of Schedule IV of the Act a separate meeting of Independent Directors was held on March 20, 2018 to review the performance of Non-independent Directors (including the Chairman), the entire Board and quality, quantity and timelines of the flow of information between the Management and the Board.

Directors’ Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to Section 134(3)(c) read with section 134 (5) of the Act and confirm that :

i) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii) The Directors have approved the accounting policies and the same have been applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

iii) Proper and sufficient care has been taken 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;

iv) The annual accounts have been prepared on a ‘going concern’ basis;

v) Proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

vi) Proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

Auditors and Auditors’ Reports

Statutory Auditors

The Shareholders of the Company, pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, have appointed M/s. S R B C & Co., LLP, Chartered Accountants, Mumbai, (Firm Registration No. 324982E/E300003), as the Statutory Auditors to hold office till the conclusion of the 29^th Annual General Meeting (‘AGM’) of the Company to be held for FY 2021-22. They have confirmed that they are not disqualified from continuing as Auditors of the Company. The provision for ratification of appointment of the statutory auditors at every AGM has been withdrawn with effect from May 07, 2018 pursuant to the Companies Amendment Act, 2017. Hence, the resolution for ratification of the appointment of statutory Auditors is not included in the notice of Annual General Meeting.

The Auditors’ Reports on Standalone Financial Statements (SFS) and Consolidated Financial Statements (CFS) for the financial year 2017-18 do not contain any qualification, reservation or adverse remark except the following :

Remark :Annexure 1 - Statement on matters specified in paragraphs 3 and 4 of the Companies (Auditor’s report) Order, 2016, Para -(i) (c)

According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company except for title deed in case of two buildings (Gross Block of Rs.151.64 Lakh, Net Block Rs.143.77 lakh), for which transfer deed is yet to be executed in the name of the Company.

Reply :The Building has been constructed on the freehold land which was purchased from APMC, Pune. The transfer of the said building to the Company is pending subject to approval of the APMC, Pune. Since there is long pending litigation among the APMC Members, the NOC/approval is pending. The Company fully possesses the said Building. All the documents for registration in the name of the Company have already been submitted to the concerned authorities and regular follow-up is being made.

Second building at Hilla Heights, Mumbai also is in possession of the Company. Necessary documents to transfer the same in the name of the Company are being organized.

Remark : Annexure 1 - Statement on matters specified in paragraphs 3 and 4 of the Companies (Auditor’s report) Order, 2016, Para - (vii) (a)

Statutory dues have been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

Reply: There were delays in payment of VAT, Professional tax and Service tax in certain cases, due to unavoidable circumstances. However the same had been regularized and the dues have been paid during the year. The necessary precautions have been taken to ensure that no such delays happen in future.

Cost Auditors

The Board of Directors had appointed M/s CY &Associates, Cost Accountants, as the Cost Auditors of your Company for the financial year 2017-18, to conduct the audit of cost records of your Company for its Construction segment.

There are no qualification(s), reservation(s) or adverse remark(s) in the Cost Audit Report for the financial year ended March 31, 2018.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s.

S. Ana.nt.ha. & Ved LLP,(LLPIN: AAH8229) Practicing Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - IV to this Report.

There are no observations / remarks or qualifications in the Secretarial Audit Report for FY2017-18 except the following:

The Company had received the letter from National Stock Exchange of India Limited (NSE) for non-disclosure of the Dividend Distribution Policy in the Annual Report of F.Y. 201617 and had instructed the Company to issue the same as an addendum to the Annual Report of F.Y.2017-18. The Company has complied with the Reg. 43A by inserting an addendum to the Annual Report FY2018.

Reply :The Company has inserted Dividend Distribution Policy as an Annexure X to the Board’s Report in compliance with the instructions of NSE.

The Dividend Distribution Policy is also available on the website of the Company www.ashokabuildcon.com in compliance with the Reg. 43A of the Listing Regulations.

Internal Auditors

M/s. Patil Hiran Jajoo, Chartered Accountants, have been appointed as Internal Auditors of the Company and the reports of the Internal Auditors are reviewed by the Audit Committee from time to time. The observations and suggestions of the Internal Auditors are reviewed and necessary corrective/preventive actions are taken in consultation with the Audit Committee.

Audits and internal checks and balances

M/s S R B C & Co. LLP, Chartered Accountants, audit the accounts of the Company. The Company has independent internal auditors who review internal controls and operating systems and procedures. A dedicated Legal Compliance ensures that the Company conducts its businesses with legal, statutory and regulatory compliances. The Company has instituted a legal compliance programme in conformity with requirements of the Act to ensure that there exists a system which is adequate and operates effectively and efficiently. This system covers various statutes, such as industrial and labour laws, taxation laws, corporate and securities laws and health, safety and environment regulations.

As per Section 148 and other applicable provisions of the Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company appointed M/s. CY & Associates, Cost Accountants, (Firm Registration No. 000334) as the Cost Auditors for the financial year 2018-19 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, is subject to the ratification by the members at the ensuing AGM, would not exceed Rs.5,40,000/- (Rupees Five Lakh Forty Thousand only) plus applicable taxes and reimbursement of out of pocket expenses. As required under the Act, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member’s ratification for the remuneration payable to M/s CY & Associates, Cost Accountants, is included in the Notice convening the Annual General Meeting.

The consent has been received from M/s. CY & Associates, Cost Accountants, to act as the Cost Auditors of your Company for the financial year 2018-19 along with a certificate confirming their independence. As required under the Act, a resolution seeking members’ approval for the ratification of the remuneration payable to the Cost Auditors forms part of the Notice convening 25^th Annual General Meeting.

Familiarisation Programme for Independent Directors

Pursuant to the requirement of Regulation 25(7) of the LODR 2015, the Company needs to formally arrange Induction or Familiarization Programme for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details are mentioned in the Report on Corporate Governance which is a part of this annual report.

Related party transactions

All Related Party Transactions that were entered into during the financial year were in compliance with the requirement of the Act and the Rules framed thereunder and LODR 2015. All Related Party Transactions are placed before the Audit Committee, the Board of Directors and Shareholders, as the case may be, for approval. During the financial year 2017-18, your Company entered into transactions with related parties as defined under Section 2(76) of the Act read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Act, Rules issued thereunder and Regulation 23 of the LODR 2015.

During the financial year 2017-18, there were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. However the Company had entered into materially significant related party transactions with Ashoka Ranastalam Anandapuram Road Limited, a step down subsidiary, for rendering services on EPC basis worth Rs.1,170 Crore.

The details of the related party transactions are set out in Note No. 44 to the standalone financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in respect of disclosure of contracts/arrangements with related parties under section 188 is set out as Annexure II to this Report.

Particulars of loans given, investments made, guarantee given and securities provided under Section 186 of the Act

The details of loans, guarantees and investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company in equity/ preference shares and compulsorily convertible debentures, as on March 31, 2018 (including investments made in the previous years) are mentioned in Note No. 4 to the standalone financial statements.

B. Details of loans given by the Company to its Subsidiaries, Associates as on March 31, 2018 are mentioned in Note No. 34 to the standalone financial statements.

C. Details of guarantees issued by the Company are as follows:

(Rs. in Lakh)

Name of entity	March 31, 2018
Ashoka Highways (Bhandara) Limited	30,294.00
Ashoka GVR Mudhol Nipani Roads	24,125.99
Limited
Total	54,419.99

Risk Management

Your Company recognises that risk is an integral part of business and is committed to manage the risk in a proactive and efficient manner. Your Company has a risk management policy in place. Major risks like operational, strategic, resources, security, industry, regulatory & compliance risks are identified and are systematically addressed through mitigating actions on a continuing basis. The Company has laid down procedures to inform Board Members about the Risk Assessment and mitigation procedure, which are periodically reviewed and discussed by the Board and relevant steps are taken for mitigation of such risks.

Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

The Directors state that applicable Secretarial Standards i.e. SS-1, SS-2 and SS-3, relating to ‘Meetings of the Board of Directors’ ‘General Meeting’ and ‘Dividend’, respectively, have been duly followed by the Company.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure V to this Report.

Corporate Social Responsibility

The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence in Accordance with the requirements of Section 135 of the Act, your Company has constituted a Corporate Social Responsibility Committee (“CSR Committee”). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available at www. ashokabuildcon.com. The Company was required to spend Rs. 3.66 crore on CSR activities. However, the Company has spent Rs. 0.96 crore. The reasons for not spending full amount towards CSR are as follows:

The Company’s CSR initiatives usually involve getting the feedback from community like Project affected people, people around various Project sites of the Company, villages and their requirements. The Company then puts in place a mechanism to ensure maximum benefit to the community. The Company allocates and spends the amount with due care and observation as per requirement of CSR activities undertaken by the Company. The scope of CSR activities has been enlarged to cover almost all the activities during the year. The Company had reviewed various Projects for doing CSR activities, however the Company could not finalize the desired Project due to the fact that specific objects could not have been achieved from those Projects. Going forward the Company will endeavour to spend amount on CSR activities to achieve the Objects of the CSR Policy of the Company. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed as Annexure VI to this report.

Policy on prevention of sexual harassment

The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company has provided a safe and dignified work environment for employee which is free of discrimination. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of any such complaints of harassment. Internal Complaints Committee (ICC) has been set up to redress the complaints, received, if any.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given below.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013read with the Rules thereunder, it is hereby declared that the Company has not received any complaint of sexual harassment during the year under review. Further, the Company conducts awareness programme at regular interval of time.

Disclosure under section 134 (3) (l) of the Act

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year of the Company and date of this report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Act read with the Companies (Accounts) Rules, 2014 is as follows :

(A) Conservation of energy

The Company does not have any manufacturing facility; the other particulars required to be provided in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

No.	Particulars	Remarks
i	Steps taken or impact on conservation of energy	In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those are actually implemented by the Company
ii	Steps taken by the Company for utilizing alternate source of energy	In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those are actually implemented by the Company
iii	The capital investment on energy conservation equipment	-

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

No.	Particulars	Remarks
I	the efforts made towards technology absorption	No specific efforts made other than in the ordinary course of execution of the Project.
II	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.

III	in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year	N.A.
	a. the details of technology imported	N.A.
	b. the year of import	N.A.
	c. Whether the technology fully absorbed	N.A.
	d. If not fully absorbed, areas where absorption has not taken place, reasons thereof	N.A.
IV	The expenditure on Research and Development	Nil

(C) DETAILS OF FOREIGN EXCHANGE EARNINGS AND EXPENSES

i) The earnings in foreign currency amounted to Rs.563.79 Lakh during the year under review.

ii) The expenses in foreign exchange are Rs.9.61 lakh in respect of the foreign travel.

Details on Internal Financial Controls

The Company has in place adequate internal financial controls, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India including Indian Accounting Standards (IND AS). Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by the respective Auditors of the Subsidiaries for consolidation.

Your Company operates in a Tally ERP system, and has many of its accounting records stored in an electronic form and backed up periodically. Your Company is in the process of implementing new ERP (SAP) from financial year 2018-19.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes appropriate action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites. During the year the internal financial controls were reviewed and tested by a reputed firm of Chartered Accountants who report on quarterly basis on the process and systems of accounting and other operational processes of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12)of read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure III to this Report.

In terms of the provisions of Section197(12) of read with Rules5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014,a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report and is provided as Annexure III to this Report.

Management Discussion and Analysis

Management Discussion and Analysis is given in a separate section forming part of this Report.

Corporate Governance

The report on Corporate Governance as stipulated under the LODR 2015 forms an integral part of this report and the requisite Certificate duly signed by the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to this report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the LODR 2015, the Business Responsibility report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report as Annexure IX to this Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

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

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

4. Receipt of any remuneration or commission by the Managing Director, the Whole-time Directors of the Company from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

6. No fraud has been reported by the Auditors to the Audit Committee or the Board.

7. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

8. Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

9. The Company complies with the Secretarial Standards issued by ICSI one of the premier professional bodies in India. Acknowledgement

Your Directors take this opportunity to thank various Government Authorities, including National Highways Authority of India, Ministry of Road Transport & Highways,Public Works Departments, Road Development Corporations of the various States, Power Distribution Corporations of various States where we have operations, Central and State Governments for their support, continuous co-operation and guidance.

Your Directors also thank the Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Regulatory Authorities, Financial Institutions and Banks including EXIM Bank, Credit Rating Agencies, Shareholders, Contractors, vendors, and business associates for their continuous support during the year and look forward for their support in future as well.

The Directors would also like to place on record their appreciation for the contribution and dedication of the employees of the Company at all levels to the Company’s growth.

For and on behalf of the Board of Directors

Sd/-

(Ashok Katariya)

Place: Mumbai Chairman

Date: May 29, 2018 DIN: 00112240

---

Mar 31, 2017

BOARD’S REPORT

Dear Members,

Ashoka Buildcon Limited

The Directors have pleasure in presenting the 24^th Annual Report along with Audited Financial Statements of your Company, for the year ended March 31, 2017.

Financial Results

The financial performance of your Company for the year ended March 31, 2017is summarized below :

(Rs, In Lakh except EPS)

Particulars	Standalone		Consolidated
	2016 -2017	2015 -2016	2016-2017	2015 -2016
Total Receipts / Gross Sales and Operating Income	212,382.09	204,178.79	310,446.23	291,168.77
Gross Profit Before Depreciation and Tax	28,413.91	27,952.05	22,713.64	19,890.48
Depreciation	5,073.52	6,706.84	27,353.34	26,904.85
Profit/Loss Before Tax	23,340.39	20,299.82	(4,639.70)	(6,924.37)
Provision for Taxation	4,943.96	6,415.82	7,896.23	9,735.04
Profit/Loss after tax	18,396.43	13,884.00	(12,535.94)	(22,361.40)
Share of Profit/ (Loss) of subsidiaries transferred to Non-Controlling Interest *	NA	NA	(11,546.49)	(13,829.06)
Profit after tax (post minority interest)*	NA	NA	(1,037.52)	(8,486.97)
Dividend	1,497.19	4,116.76	1,497.19	4,116.76
Balance carried to Balance sheet	18,396.43	13,884.00	(1,037.52)	(8,486.97)
Earnings per Equity Share (EPS) Basic (face value Rs, 5/- each) Diluted (face value Rs, 5/- each)	9.83 9.83	7.49 7.42	(0.53) (0.53)	(4.60) (4.56)

- Applicable only in case of consolidated financial statements.

Highlights of Financial Results of FY 17 vis-a-vis FY 16

- Total income including other income for FY17 is Rs, 3,104 Crore as compared to Rs, 2,911.68 Crore in FY16. The Revenue of EPC division is Rs, 2,181 Crore;

- During Q4 FY17 BOT division recorded a toll collection of Rs, 250 Crore, up from Rs, 239 Crore in Q4FY16. Toll collection for FY17 was Rs, 904 Crore as compared to Rs, 907 Crore. The drop in the Toll during FY17 is mainly due to stoppage of Toll Collection for 23 days in November due to demonetisation;

- EBITDA for FY17 is Rs, 1,017 Crore compared to Rs, 9,99.40 Crore in the corresponding quarter last year. The consolidated EBITDAmargin for FY 17 is at 32.78%;

- The consolidated debt stood at Rs 4,754.37 Crore of which Project debt is Rs, 4,315 Crore. The standalone debt is Rs, 174.38 Crore, which comprises of Rs, 41 Crore on equipment loans & Rs, 133.38 Crore on working capital loans;

- The Company ended FY 17 with the order backlog of Rs 7,004 Crore which we believe will enable us to grow at a higher rate over the next couple of years.

Operations

a) During the year under review, the Company has won Road Projects worth Rs, 3,273.10 Crore and Power Projects worth Rs, 1,306.86 Crore as detailed below.

Road Projects	Authority	Project Cost (Rs, In Crore)
Two/Four laning with paved shoulders of Govindpur (Rajgunj)-Chas-West Bengal Border section of NH-32 from 0.000 to km. 56.889 in the State of Jharkhand on NHDP Phase-IV on EPC mode	National Highways Authority of India	486.00
4/6 laning of Kharar to Ludhiana section of NH-95 (new NH-05) from Kharar km. 10 185 (design chainage) to Samrala chowk, Ludhiana km. 86 199 (design chainage) in the State of Punjab on Hybrid Annuity Mode	National Highways Authority of India	1,600.00

Request for Proposal for “Six laning from Ranastalam to Anandpuram (Visakhapatnam) (from km 634.000 to km 681.000) section of NH-5 (New NH- 16) in the state of Andhra Pradesh under NHDP Phase - V (Package II) on Hybrid Annuity Mode	National Highways Authority of India		1,187.10
	Sub-total A		3,273.10
Power Projects
Rural Electrification on Turnkey basis under DDUGJY Scheme, a GOI Scheme on behalf of DVVNL/Government of Uttar Pradesh for Aligarh and Kanpur Zones	Dakshinanchal Vidyut Vitran Nigam Limited		178.66
Rural Electrification works under Deen Dayal Upadhyay Gram Jyoti Yojana Connecting unconnected Rural Household (RHHs) in Faizabad Zone at Madhyanchal Vidyut Vitran Nigam Ltd. of Uttar Pradesh State	Madhyanchal Vidyut Vitran Nigam Ltd.		61.60
Rural Electrification works in the State of Bihar under Deendayal Upadhyaya Gram Jyoti Yojana for following districts : Sitamarhi, West Champaran, Munger, Patna & Sasaram	North /South Bihar Power Distribution Co. Ltd		949.88
Turn Key Contracts for Providing APL Service Connection with LT line Extension under State Plan (Mukhyamantri Vidhyut Sambandh Nischay Yojna)	North Bihar Power Distribution Co. Ltd.		116.72
	Sub-total B		1,306.86
	Total		4,579.96
The Company has successfully achieved financial closure for the following three (3) Projects during the year under review :
Name of the Project		Authority / Concessionaire
i) PROJECT NO. WCP 1 : Design, Build, Finance, Operate, Maintain and Transfer (DBFOMT) of Existing State Highway Bagewadi (NH-4)-Bailhongal - Saundatti in the State of Karnataka on DBFOMT Annuity Basis. The Cost of Project is Rs, 235 Crore.		Karnataka Road Development Corporation Limited
ii) PROJECT NO. WCP 7, Design, Build, Finance, Operate, Maintain and Transfer (DBFOMT) of Existing State Highway Hungund -Muddebihal - Talikot in the State of Karnataka on DBFOMT Annuity Basis. The Cost of Project is Rs, 205 Crore.		Karnataka Road Development Corporation Limited
iii) Request for Proposal for “4/6 laning of Kharar to Ludhiana section of NH-95 (new NH-05) from Kharar km. 10 185 (design chainage) to Samrala Chowk, Ludhiana km. 86 199 (design chainage) in the State of Punjab on Hybrid Annuity Mode. The Cost of Project is Rs, 1600 Crore.		National Highways Authority of India

c. Ashoka Sambalpur Baragarh Tollway Limited, a SPV has commenced toll collection for entire stretch of 88.20 KMs for the Project viz. Four Laning of Sambalpur-Baragarh-Orissa/Chattisgarh Border Section of NH-6 on DBFOT pattern under NHDP Phase III w.e.f. June 24, 2016.

d. During the year under review, one Project viz. Indore-Sanawad-Khandwa-Burhanpur -Edlabad Road Project SH-27 in the State of Madhya Pradesh on Build -Operate and Transfer (BOT Basis) with Toll Rights which has been operated by one of the wholly owned subsidiaries viz. Viva Highways Limited (VHL) was handed over to Madhya Pradesh Road Development Corporation, Bhopal, after the expiry of the Concession period as per the Concession Agreement with the said Authority. VHL had submitted claims for extension of toll period which are at arbitration stage.

Strategic Initiatives

The Company has entered into Share Purchase Agreement with GVR Infra Projects Limited for purchase of 23% stake and beneficial interest of 26% stake in Ashoka GVR Mudhol Nipani Roads Limited (“AGMNRL”), subject to certain approvals. During the year 20% stake has been already transferred to the Company, thus the shareholding of the Company in AGMNRL has increased to71% of the paid-up capital of AGMNRL.

The Company has also ventured into its Gas Distribution business and the first such Project is in the District of Ratnagiri in Maharashtra State. The Company is very hopeful of expanding into other geographies on the experience of the present project.

Future Outlook

We, at Ashoka Buildcon Limited, believe that in view of the great thrust the government has on infrastructure, we are optimistic that we will ramp up our order book in the road sector and power distribution sector and continue giving good returns to the investors. Your Company will continue to look for opportunities in other infra spaces like Railways and Gas Distribution infrastructure development.

Share Capital

During the year under review, the Company has not allotted any equity shares with or without differential voting rights. The paid-up Equity Share capital of the Company as at March 31, 2017 stood at Rs, 93.57 Crore.

Dividend

During the year under review, your Company had declared and paid Interim Dividend of Re.0.80 (Paise Eighty only) and has proposed a Final Dividend of Re. 0.80 (Paise Eighty only) per equity share ofRs, 5/- each, fully paid-up. The total outflow on account of dividend during the year was Rs, 15.02 Crore including Dividend Distribution Tax.

Transfer to Reserves

Your Company has transfered Rs, 39 crore to the General Reserve during the year including amount of Rs, 37.50 crore of Debenture Redemption Reserve, now not required as non-convertible debenture have been fully redeemed.

Public Deposits

During the Financial Year 2016-17, your Company had not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Capital Expenditure

As at March 31, 2017, the Gross Fixed Assets & Intangible Assets stood at Rs, 9,187.94 Crore and net fixed assets & net intangible assets at Rs, 8,406.04 Crore (including Rs, 2,694.05 Crore of NHAI premium payable). Additions during year amounted to Rs, 144.00 Crore.

Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Section 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (LODR) Regulations, 2015 as follows :

Sr. No	Name	Designation
1	Mr. Gyan Chand Daga	Chairman (Independent Director)
2	Mr. Michael Pinto	Member (Independent Director)
3	Mr. Sharadchandra Abhyankar	Member (Independent Director)
4	Mr. Satish Parakh	Member (Executive Director)

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company. For further details, please refer the Corporate Governance Report forming part of this Report.

Vigil Mechanism:

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has established a vigil mechanism by adopting a Whistle Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. The administration of the vigil mechanism is ensured through the Audit Committee.The Whistle Blower Policy of the Company is annexed to this report as Annexure VIII.

Subsidiaries

In accordance with Section 129 (3) of the Companies Act, 2013 and as per Indian Accounting Standards (Ind AS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which form part of this Annual Report.

The salient features of financial statements of Subsidiary / Associates / Joint Ventures as per the Companies Act, 2013, are given in prescribed Form AOC-1 as Annexure I to this Report. During the year under review, the stake of the Company in Ashoka GVR Mudhol Nipani Roads Limited has increased from 51% to 71%.

Further the following companies have been incorporated as Step Down subsidiaries or the stake has been acquired in these Companies to make them Step Down subsidiaries.

Name of Subsidiary of the Company	Name of the Step Down Subsidiary	Remark
Ashoka Concessions Limited	Ashoka Kharar Ludhiana Road Limited	Incorporated as Wholly Owned Subsidiary for execution of the Project viz. Kharar Ludhiana Road on Hybrid Annuity Model Basis in the State of Punjab.
Unison Enviro Private Limited	Ratnagiri Natural Gas Private Limited	Incorporated as Wholly Owned Subsidiary for execution of the City Gas Distribution Project.
Viva Infrastructure Limited	Endurance Road Developers Private Limited	Incorporated as a Wholly Owned Subsidiary
Viva Highways Limited	Blue Feather Infotech Private Limited	Acquired as Wholly Owned Subsidiary

Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees

In accordance with Section 178 and other applicable provisions of the Companies Act, 2013 read with the Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 issued there under and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors at their meeting held on 30^th September, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The Managing Director and Whole-time Directors of your Company do not receive remuneration from any of the subsidiaries of your Company. The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure III to this Report. Directors and Key Managerial Personnel In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Michael Pinto,

Mr. Sharadchandra Abhyankar, Mr. Albert Tauro and Mr. Gyan Chand Daga had been appointed as Independent Directors on the Board of Directors of your Company to hold office up to five (5) consecutive years up to March 31, 2019 and Ms. Sunanda Dandekar had been appointed as an Independent Director to hold office up to March 30, 2020.

Mr. Milapraj Bhansali, Whole-time Director is liable to retire by rotation at the ensuing AGM pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for re-appointment. The brief resume of Mr. Milapraj Bhansali and other information under Regulation 36 of the SEBI (LODR)Regulations, 2015 and Secretarial Standard 2 (SS-2) with respect to the Director seeking re-appointment has been provided in the Notice convening 24^th AGM. Your Directors recommend his re-appointment.

Mr. Satish Parakh, Managing Director, Mr. Paresh Mehta, Chief Financial Officer and Mr. Manoj Kulkarni, Company Secretary are the Whole-time Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the Key Managerial Personnel has resigned during the year under review.

In accordance with the Section 149(7) of the Companies Act, 2013 each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015.

Awards and Recognitions received by the Company during the year:

Awarded by	Name of the Award/Recognition
Economic Times	Ashoka - Best Infra Brand of the year 2016
National EHS Award	Best EHS Practices Award to Power Infra Projects of the Company
World Safety Forum - Category - Best Environment Award	Best Environment Practices Award to the Company
Construction Times Award - Project of The Year	Roopnarayan Bridge - Best Bridge Project of the Year 2016
EPC World Awards	Infra Company of the Year 2016
CIDC Vishwakarma	Best Professionally Managed Company for the year 2016

Special Achievements

Bihar State Government Power Division of the Company was honoured by the Bihar Govt.

__for excellence in Project Execution

Guinness World Record Largest Road Safety Lesson_

Annual evaluation of BoardRs,s performance In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee. The criteria for evaluation of the Board performance have been mentioned in the Corporate Governance Report.

Number of meetings of the Board

The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

In terms of requirements of Schedule IV of the Companies Act, 2013 a separate meeting of Independent Directors was held on March 3, 2017 to review the performance of Non-independent Directors (including the Chairman), the entire Board and quality, quantity and timelines of the flow of information between the Management and the Board. The Meeting was chaired by Mr. Michael Pinto.

Directors’ Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013 and confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii) The Directors have approved the accounting policies and the same have been applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2017 and of the profit of the Company for the year ended on that date;

iii) Proper and sufficient care has been taken 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;

iv) The annual accounts have been prepared on a ‘going concern’ basis;

v) Proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

vi) Proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

Auditors and Auditors’ Report

Statutory Auditors

The Statutory Auditors M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, hold the office up to the conclusion of this Annual General Meeting. M/s. M. P. Chitale & Co., Chartered Accountants are completing their tenure and would not be eligible for re-appointment as per provisions of the Companies Act, 2013 and the Rules made there under.

The Board of Directors, on the basis of the recommendation of the Audit Committee, has proposed the appointment pursuant to the provisions of Section 139 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. SRBC & Co., LLP, Chartered Accountants, Mumbai, (FRN: 324982E/ E300003) as the Statutory Auditors to hold office from conclusion of the 24^th Annual General Meeting till the conclusion of the 29^th Annual General Meeting of the Company. The Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if approved, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under. As required under Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015. M/s SRBC & Co., LLP, Chartered Accountants, Mumbai, have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI. The Auditors’ Reports on Standalone Financial Statements (SFS) and consolidated Financial Statements (CFS) for the financial year 2016-17 do not contain any qualification, reservation or adverse remark except as follows :

Observation as per Clause i (c) of the Annexure A to the Auditors’ Report on Standalone Financials

According to the information and explanations given to us title deeds of immovable properties, classified as fixed assets, are in the name of the Company except for title deed in case of one Building (Gross block Rs,147.24 lakh, Net block Rs, 133.26 lakh), for which transfer deed is yet to be executed in the name of the Company.

Reply : The Building has been constructed on the freehold land which was purchased from APMC, Pune. The transfer of the said building to the Company is pending subject to approval of the APMC, Pune. Since there is long pending litigation among the APMC Members, the NOC/approval is pending. The Company fully possesses the said Building. All the documents for registration in the name of the Company have already been submitted to the concerned authorities and regular follow-up is being made.

Observation as per Clause vii (a) of the Annexure A to the Auditors’ Report on Standalone

The Company has been generally regular in depositing undisputed statutory dues including investor education and protection fund, provident fund, employees state insurance, income tax, Value Added Tax (VAT), sales tax, service tax, professional tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities, except that there have been certain delays in payments of VAT, Professional tax and Service tax in certain cases.

Reply : There were delays in payment of VAT, Professional tax and Service tax in certain cases due to unavoidable circumstances. However the same had been regularized and the dues have been paid during the year. The necessary precautions have been taken to ensure that no such delays happen in future.

Cost Auditors

The Board of Directors had appointed M/s CY & Associates, Cost Accountants, as the Cost Auditors of your Company for the financial year 2016-17, to conduct the audit of cost records of your Company for its Construction segment.

There are no qualification(s), reservation(s) or adverse remark(s) in the Cost Audit Report for the financial year ended March 31, 2017.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,

2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. S. Anantha & Ved LLP, (LLPIN: AAH8229) Practising Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - IV to this Report.

Internal Auditors

M/s. Patil Hiran Jajoo, Chartered Accountants, have been appointed as internal Auditors of the Company and the reports of the Internal Auditors are reviewed by the Audit Committee from time to time.

Audits and internal checks and balances

M/s. M. P. Chitale & Co., Chartered Accountants, audit the accounts of the Company. The Company has independent internal auditors who review internal controls and operating systems and procedures. A dedicated Legal Compliance ensures that the Company conducts its businesses with legal, statutory and regulatory compliances. The Company has instituted a legal compliance programme in conformity with requirements of the Companies Act, 2013, to ensure that there exists a system which is adequate and operates effectively and efficiently. This system covers various statutes, such as industrial and labour laws, taxation laws, corporate and securities laws and health, safety and environment regulations.

Familiarization Programme for Independent Directors

Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR) Regulations, 2015, the Company needs to formally arrange Induction or Familiarization Programme for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details are mentioned in the Report on Corporate Governance which is a part of this annual report.

Related party transactions

All related party transactions that were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Related Party Transactions are placed before the Audit Committee, the Board of Directors and Shareholders, as the case may be, for approval. During the financial year 2016-17, your Company entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules,

2014, which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Regulation 23 of the SEBI (LODR) Regulations, 2015.

During the financial year 2016-17, there are no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large, except the following:

i) With Ashoka Kharar Ludhiana Road Limited, a step down subsidiary for rendering services on EPC basis worth Rs, 1,275 Crore; and

ii) With Ashoka Highways (Durg) Limited, a step-down subsidiary for rendering services on EPC basis worth Rs, 54.73 Crore.

The details of the related party transactions are set out in Note 43 to the standalone financial statements forming part of this Annual Report.

The Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) ofthe Companies (Accounts) Rules, 2014 in respect of disclosure of contracts / arrangements with related parties under section 188 is set out as Annexure II to this Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at www.ashokabuildcon.com.

Particulars of loans given, investments made, guarantee given and securities provided under Section 186 of the Companies Act, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,

2014 are as follows:

A. Details of investments made by the Company in equity/preference shares and compulsorily convertible debentures, as on March 31, 2017 (including investments made in the previous years) are mentioned in Note 4 to the standalone financial statements.

B. Details of loans given by the Company to its Subsidiaries, Associates as on March 31, 2017 are mentioned in Note 33 to the standalone financial statements.

C. Details of guarantees issued by the Company are as follows:

(Rs, in Lakh)

Name of entity	March 31, 2017
Ashoka Highways (Bhandara) Limited	31,428
Ashoka Belgaum Dharwad Tollway Limited	3,000
GVR Ashoka Chennai ORR Limited	82,840.72
Ashoka GVR Mudhol Nipani Roads Limited	28,000
Total	145,268.72

Risk Management

Your Company recognizes that risk is an integral part of business and is committed to manage the risk in a proactive and efficient manner. Your Company has Risk Management Policy in place. Major risks, like operational, strategic, resources, security, industry, regulatory & compliance risks are identified and are systematically addressed through mitigating actions on a continuous basis. The Company has laid down procedures to inform Board Members about the Risk Assessment and mitigation procedure, which are periodically reviewed and discussed by the Board and relevant steps are taken for mitigation of such risks.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure V to this Report.

Corporate Social Responsibility

The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence in accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee (“CSR Committee”). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available at www.ashokabuildcon.com. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed as Annexure VI to this report.

Policy on prevention of sexual harassment The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has provided a safe and dignified work environment for employee which is free of discrimination. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of any such complaints of harassment. Internal Complaints Committee (ICC) has been set up to redress the complaints, received under the Act.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given below.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

Disclosure under section 134 (3) (l) of the Companies Act, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year of the Company and date of this report. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as follows :

(A) Conservation of energy

The Company does not have any manufacturing facility; the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. The Company is committed to use the best practice in energy conservation such as :

- Intelligent lighting system at all road projects;

- Daily Monitoring of fuel and energy conservation;

- Using fuel/energy efficient machines and equipment

- More ecofriendly structures & roofing system;

- Eco-Friendly Techniques like;

- Warm Mix Macadam technique is being used in road construction activity which saves the fuel directly and final carbon emissions are reduced.

- Solar panel based High Mast is purchased at road project site

- Solar Electrical Energy: - At corporate office, 180 KWP Capacity Solar Power generation plant is installed and generates the 2, 44,000 units per year.

- Fly ash utilized in road project which directly replace the same quantity of aggregate and save the mines and stone

The Company is pioneer in construction industry for 4Rs (Reduce, Reclaim, Recycle, Reuse) and the Company has taken initiative in the sector of milling and reclaiming the used Asphalt pavement, use of fly ash and pond ash in embankment etc. The Company has been appreciated and being practiced at various projects.

The Company is also certified for the IMS (QMS: EMS: OHSAS) as well as Green House Gases Emissions Monitoring and measuring and complying with following standards;

i. QMS : Quality Management System- ISO:9001:2015

ii. EMS : Environment Management System-ISO:14001:2015

iii. OHSAS: 18001:2007

iv. GHG (ISO: 14064-1&2): Green House Gases Emissions Monitoring and Measuring as well as Reduction.

5) Technology Absorption

Specific Areas in which R & D has been carried out by the company

No R & D activities carried out during the financial year 2016-17.

Expenditure on Research & Development: - No Expenditure incurred on R & D

The Company has set-up Ashoka Highway & Research laboratory (NABL accredited) and it is supported with all the latest testing equipment and library. This laboratory is having set-up for research test and certified by NABL and various new technologies being tested.

- Warm Mix Technology implemented at various road projects including Job mix formula.

- Pond Ash and fly Ash is one major pollutant generated from thermal power station is being used in road projects for embankment.

- Milling Technique / Reclaimed Asphalt Pavement is being used in Bituminous and other layer which directly reduces the mining, transportation and handling fuels.

- Slope protection measures using Geomat / Geotextile instead of Stone Pitching.

Benefits of using the latest Technology:

- Speedy execution of Work;

- Elimination of costly material;

- Ensured quality of end products; and

- Environmental Conservation

(C) DETAILS OF FOREIGN EXCHANGE EARNINGS

AND EXPENSES

i) The earnings in foreign currency amounted to Rs, 1,105.89 Lakh during the year under review.

ii) Details of expenses in foreign exchange are as under:

Particulars	Amt. (Rs, In Lakh)
Foreign Travel Expenses	29.02
Purchase of Machinery	1,374.08

Details on Internal Financial Controls

The Company has in place adequate internal financial controls, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules,

2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India including Indian Accounting Standards (IND AS). Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by the respective Auditors of the Subsidiaries for consolidation.

Your Company operates in a Tally ERP system and has many of its accounting records stored in an electronic form including in Far Vision ERP Module and have been backed up periodically. The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes appropriate action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites. During the year the internal financial controls were reviewed and tested by a reputed firm of Chartered Accountants who report on quarterly basis on the process and systems of accounting and other operational processes of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12)ofthe Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure III to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report and is provided as Annexure III to this Report.

Management Discussion and Analysis Report Management Discussion and Analysis is given in a separate section forming part of this Report.

Corporate Governance

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this report and the requisite Certificate duly signed by the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to this report.

Business Responsibility Report

As stipulated under the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Business Responsibility report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report as Annexure IX to this Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- Details relating to deposits covered under Chapter V of the Act.

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

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

- Receipt of any remuneration or commission by the Managing Director, the Whole-time Directors of the Company from any of its subsidiaries.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

- No fraud has been reported by the Auditors to the Audit Committee or the Board.

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. Acknowledgement

Your Directors take this opportunity to thank various Government Authorities, including National Highways Authority of India, Ministry of Road Transport & Highways, Public Works Departments, Road Development Corporations of the various States, Power Distribution Corporations of various States where we have operations, Central and State Governments for their support, continuous co-operation and guidance.

Your Directors also thank the Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Regulatory Authorities, Financial Institutions & Banks, Credit Rating Agencies, Shareholders, Contractors, vendors, and Business Associates for their continuous support during the year and look forward for their support in future as well.

The Directors would also like to place on record their appreciation for the contribution and dedication of the employees of the Company at all levels to the Company’s growth.

For and on behalf of the Board of Directors

Sd/-

(Ashok Katariya)

Chairman

Place: Mumbai DIN: 00112240

Date: 05.06.2017

---

Mar 31, 2016

Dear Members,

Ashoka Buildcon Limited

The Directors have pleasure in presenting the 23rd Annual Report of your Company for the year ended March 31, 2016.

Financial Results

The financial performance of your Company for the year ended March 31, 2016 is summarized below :

(Rs. In Lacs)

Particulars Standalone Consolidated

2015 -2016 2014 -2015 2015 -2016 2014 -2015

Total Receipts / Gross Sales and Operating Income 202,457.87 202,512.55 268,129.22 234,874.59

Gross Profit Before Depreciation and Tax 29,813.99 24,919.37 36,247.05 23,088.48

Depreciation 6,484.53 5,534.92 24,914.11 15,267.99

Profit Before Tax 23,329.46 19,384.45 5,630.95 7,820.49

Provision for Taxation 6,443.48 5,166.85 9,733.15 7,955.48

Profit after tax 15,940.59 14,217.60 5,845.44 8,148.28

Dividend 2,807.29 2,420.85 2,807.29 2,420.85

Balance carried to Balance sheet 15,940.59 14,217.60 5,845.44 8,148.28

Earnings per Equity Share (EPS) Basic (face value Rs. 5/- each) 8.60 8.98 3.15 5.15

Diluted (face value Rs. 5/- each) 8.52 8.96 3.12 5.14

Operations

a. During the year 2015-2016, the Company has been awarded its First international Project in Maldives by Housing Development Corporation Republic of Maldives viz. Development of Road Network for Hulhumale'', Phase 2, Stage 1 at a Project Cost of USD 38.11 Million.

b. The Company has received Letters of Award (LoAs) for the following Projects in India:

Company has in the year under review picked up road related orders to the tune of Rs. 2800 Crore out of which certain projects could not start construction due to site handover issues from the Employer which the Company expects to be sorted out shortly in the current year. Otherwise the good progress was achieved on the other Roads and especially better in the Power Projects during the financial year. The Company is confident of completing the balance construction works as per schedule.

Awards and Recognitions received by the Company during the year :

Awarded by Name of the Award/Recognition

Construction World Award India''s 3rd Fastest growing Construction Company

D& B Infra Awards - Infra Company Performance award in Construction & Infrastructure Sector

World Quality Congress Award Outstanding contribution for carbon reduction in construction industry

Capital Expenditure

As at March 31,2016, the Gross Fixed Assets & Intangible Assets stood at Rs. 13,793.80 Crore and net fixed assets & net intangible assets at Rs. 12,928.62 Crore (including Rs. 7,446.14 Crore of NHAI premium payable). Additions during year amounted to Rs. 462.86 Crore.

Future Outlook

We, at Ashoka Buildcon Limited, are bullish on the long-term growth opportunities that the sector offers. We believe we are well positioned to capitalize on these opportunities on the back of our execution capabilities, track record and robust balance sheet.

The Company, with its competence to design and execute EPC Projects would focus on BOT and EPC projects in Roads and Highways sector. Your Company is also looking at other infra spaces like Railways, Mining and Gas Distribution infrastructure development.

Share Capital

The paid-up Equity Share capital of the Company as at March 31, 2016 stood at Rs. 93.57 Crore. During the year under review, the Company had allotted 80,777 equity shares of Rs. 5/- each to eligible employees under Employee Stock Option Scheme. Further the Company had issued 28,441,411 Equity Shares of Rs. 5/- each under Qualified Institutional Placements @ premium of Rs.170.80 per share.

During the year under review, the Company has not issued any shares with differential voting rights.

Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015 which consists of the following Members;

Sr. Name Designation No

1 Mr. Gyan Chand Daga Chairman (Independent Director)

2 Mr. Michael Pinto Member (Independent Director)

3 Mr. Sharad Abhyankar Member (Independent Director)

4 Mr. Satish Parakh Member (Executive Director)

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company. For further details, please refer the Corporate Governance Report forming part of the Annual Report.

Vigil Mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy has been annexed to this report as Annexure VIII. The policy provides for a framework and process whereby concerns can be raised by its Employees/ Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. The Whistle Blower Policy of the Company is placed on Company''s website www.ashokabuildcon.com.

Subsidiaries

In accordance with Section 129 (3) of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.

The salient features of financial statements of Subsidiary / Associates / Joint Ventures as per the Companies Act, 2013, are given in prescribed form AOC-1 as Annexure I to the Boards'' Report.

During the year under review, the following subsidiaries have been incorporated as wholly owned subsidiaries viz.:

i. Ashoka Bagewadi Saundatti Road Limited;

ii. Ashoka Hungund Talikot Road Limited;

iii. Ashoka Highways Research Centre Private Limited; and

iv. Unison Enviro Private Limited

During the year under review, Ashoka Path Nirman (Nasik) Pvt. Limited has been acquired as wholly owned subsidiary.

The Company''s subsidiary companies viz. Ashoka Concessions Limited (in which Company holds 66% Equity) and Viva Highways Limited (a wholly owned subsidiary), hold in aggregate 48% of paid-up share capital of Jaora-Nayagaon Toll Road Company Private Limited (JTCL). Ashoka Concessions Limited increased its equity holding from 23% to 37.74% and Viva Highways Limited acquired 10.26% stake in JTCL.

Dividend

During the financial year, your Company declared and paid two Interim Dividends of Re. 0.70 (Paise Seventy only) and Re. 0.80 (Paise Eighty only) per equity share of the face value of Rs. 5/- in the month of February, 2016 and March, 2016 respectively. The total outflow on account of dividend during the year was Rs. 28.07 Crore.

Transfer to Reserves

Your Company has transferred Rs. 2.81 Crore to the general reserve during the year.

Public Deposits

During the financial year 2015-16, your Company had not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees

In accordance with Section 178 and other applicable provisions of the Companies Act, 2013 read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors at their meeting held on 30th September, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The Managing Director and Whole-time Directors of your Company do not receive remuneration from any of the subsidiaries of your Company. The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure VII to this Report and is also available on the website of your Company.

Directors and Key Managerial Personnel

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Michael Pinto, Mr. Sharadchandra Abhyankar, Mr. Albert Tauro and Mr. Gyan Chand Daga have been appointed as Independent Directors on the Board of Directors of your Company to hold office up to five (5) consecutive years up to March 31, 2019 and Ms. Sunanda Dandekar to hold office up to March 30, 2020.

Mr. Sanjay Londhe, Whole-time Director is liable to retire by rotation at the ensuing AGM pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, and being eligible has offered himself for re-appointment. The brief resume of Mr. Sanjay Londhe and other information under Regulation 36 of the SEBI (LODR) 2015 with respect to the Director seeking re- appointment has" been provided in the Notice convening 23rd AGM. Your Directors recommend his re-appointment.

Mr. Satish Parakh, Managing Director, Mr. Paresh Mehta, Chief Financial Officer and Mr. Manoj Kulkarni, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the Key Managerial Personnel has resigned during the year under review.

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015.

Annual evaluation of Board''s performance

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee. The criteria for evaluation of the Board performance has been mentioned in the Corporate Governance Report.

Number of meetings of the Board

The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

In terms of requirements of Schedule IV of the Companies Act, 2013 a separate meeting of Independent Directors was also held on February 15, 2016 to review the performance of Non-independent Directors (including the Chairperson), the entire Board and quality, quantity and timelines of the flow of information between the Management and the Board.

Directors'' Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to Section 134 (3) (c) of the Companies Act, 2013 and confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same:

(b) the Directors have approved the accounting policies and the same have been applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2016 and of the profit of the Company for the year ended on that date;

(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a ''going concern'' basis;

(e) proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

(f)proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

Auditors and Auditors'' Report

Statutory Auditors

Pursuant to the provisions of Section 139 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, Statutory Auditors (Firm Registration No. 101851W) hold office till the conclusion of the Annual General Meeting for the Financial Year 2016-17, and the Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if ratified, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder. As required under Clause 33 (1) (d) of the SEBI (LODR), Regulations, 2015, M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, have also confirmed that they hold avalid certificate issued by the Peer Review Board of ICAI.

The Auditors'' Reports on Standalone (SFS) and Consolidated Financial Statements (CFS) for the financial year 2015-16 do not contain any qualification, reservation or adverse remark.

However there is an emphasis of matter at Sr. No. 5 of the Auditors'' Report on SFS & CFS and an observation by the statutory auditors in Annexure to the Auditors'' Report on SFS which are as follows.

Sr. No. 5 of the Audit Report - Emphasis of Matter Auditors invite attention to Note 27(XIII) of the financial results regarding the provision made against / write offs of the exposure of the Company in one of its associates, PNG Tollway Limited due to the termination of the service concession agreement with NHAI by the associate company. Our opinion is not modified in respect of these matters.

Reply : PNG Tollway Limited ( PNG) has terminated the service concession agreement after giving notice to NHAI in accordance with the termination clauses of the service concession agreement and claimed compensation from NHAI. The Company based on its legal evaluation has assessed the probable amount of claims to be received from NHAI by PNG and PNG''s obligation towards its lenders and other creditors. On the basis of the said evaluation, the management has also assessed the recoverability of its investments in PNG in the form of equity and preference share capital, loans granted to PNG and interest receivable thereon. Accordingly, the Management has recognised provisions/write off in the statement of profit and loss and disclosed as an "Exceptional Item" and had accordingly charged off complete value of investment / advances given to PNG.

Sr. No. vii) (a) as per Annexure to the Auditors'' Report :

According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has been generally regular in depositing undisputed statutory dues including investor education and protection fund, provident fund, employees state insurance, income tax, Value Added Tax (VAT), sales tax, custom duty, excise duty, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities, except that there have been certain delays in payments in case of Income Tax Deducted at Source, VAT, sales tax, works contract tax and profession tax in certain cases. There are no statutory dues that are outstanding as of March 31, 2016 for a period of more than six months.

Reply: There have been few cases of delay in payment of Taxes due to logistics and unavoidable challenges and subsequently the Company has made the payments and the Company will ensure that the same are paid in time in future.

Cost Auditors

The Board of Directors had appointed M/s CY & Associates, Cost Accountants, as the Cost Auditors of your Company for the financial year 2015-16, to conduct the audit of cost records of your Company for its Construction segment.

As per Section 148 and other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company appointed M/s. CY & Associates, Cost Accountants, (Firm Registration No. 000334) as the Cost Auditor for the financial year 2016- 17 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding Rs. 5,15,000 (Rupees Five Lacs and Fifteen Thousand only) excluding taxes and out of pocket expenses.

Your Company has received consent from M/s. CY & Associates, Cost Accountants, to act as the Cost Auditors of your Company for the financial year 2016-17 along with a certificate confirming their independence. As required under the Companies Act, 2013, a resolution seeking members'' approval for the ratification of the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting for their ratification.

There are no qualification(s), reservation(s) or adverse remark(s) in the Cost Audit Report for the financial year ended March 31, 2016.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. S. Anantha & Co., Practising Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - IV to this Report.

Necessary explanation to the observations made in the Secretarial Audit Report is as given below:

a) Non-Filing of E-Form-MGT 10 i.e., Return to be fled with Ministry of Corporate Affairs, whenever there is an increase or decrease of two per cent or more in the shareholding of the Promoters and top ten shareholders within 15 days of such change by the Company:

Reply: The Company is required to fled e-form MGT-10 in case of any change of increase / decrease of shareholding of the Promoters and the top ten shareholders. During the year there was no change in the shareholding of the promoters and the change, if any, in the shareholding of the top ten shareholders is less than 2% of the total paid-up share capital of the Company.

Internal Auditors

M/s. Patil Hiran Jajoo, Chartered Accountants, are internal Auditors of the Company and their reports are reviewed by the Audit Committee from time to time.

Familiarisation Programme for Independent Directors

Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR) Regulations, 2015, the Company needs to formally arrange Induction or Familiarization Programme for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company nature of the industry in which the Company operates, business model etc. The details are mentioned in the Report on Corporate Governance which is a part of this annual report.

Related party transactions

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm''s length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015. During the financial year 2015-16, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties.

The details of the related party transactions as required under AS - 18 are set out in Note 27 (II) to the standalone financial statements forming part of this Annual Report.

The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in respect of disclosure of contracts / arrangements with related parties under section 188 is set out as Annexure II to this Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www. ashokabuildcon.com.

Particulars of loans given, investments made, guarantee given and securities provided under section 186 of the Companies Act, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company in equity/preference shares and compulsorily convertible debentures, as on March 31, 2016 (including investments made in the previous years) are mentioned in Note 11 to the standalone financial statements.

B. Details of loans given by the Company to its Subsidiaries, Associates as on March 31, 2016 are mentioned in Note 27 to the standalone financial statements.

C. Details of guarantees issued by the Company are as follows :

(Rs. in Lacs)

Name of entity Amount as at March 31, 2016

Ashoka Highways (Bhandara) 31,914.00 Limited

Ashoka Belgaum Dharwad Tollway 3,000.00 Limited

GVR Ashoka Chennai ORR Limited 82,840.72

Ashoka GVR Mudhol Nipani Roads 14,199.00 Limited

Total 1,31,953.72

Risk Management

Your Company recognizes that risk is an integral part of business and is committed to manage the risk in a proactive and efficient manner. Your Company has Risk Management Policy in place. The Policy provides for a risk management framework to identify and assess risk such as operational, strategic, resources, security, industry, regulatory & compliance and other risk and put in place an adequate risk management infrastructure capable of addressing these risks. The Board periodically reviews the risk, if any, and ensures to take steps for its mitigation.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management And Administration) Rules, 2014, are set out herewith as Annexure V to this Report.

Corporate Social Responsibility

The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence in accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available at www.ashokabuildcon.com. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure VI to this report.

Policy on prevention of sexual harassment

The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors state that during the year under review, no cases have been reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure under section 134 (3) (l) of the Companies Act, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year of the Company and date of this report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as follows :

(A) Conservation of energy

The Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

(B) Technology Absorption

Specific Areas in which R&D has been carried out by the company

No R&D activities carried out during the financial year 2015-16.

Expenditure on Research & Development: - No Expenditure incurred on R & D

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

Not Applicable

(C) Details Of Foreign Exchange Earnings And Expenses

i) The earnings in foreign currency amounted to Rs. 663.33 Lacs during the year.

ii) Details of expenses in foreign exchange are as under:

Particulars Amt. (Rs. In Lacs)

Raw Materials 14.33

Foreign Travel Expenses 12.35

Consultancy Fees 6.71

Details on Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

Your Company operates in a Tally ERP system, and has many of its accounting records stored in an electronic form and backed up periodically.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites. During the year the internal financial controls were reviewed and tested by a reputed firm of Chartered Accountants who report on quarterly basis on the process and systems of accounting of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III to the Board''s Report.

A Statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 Lacs or more, or employed for part of the year and in receipt of remuneration of Rs. 5 Lacs or more per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure III to the Board''s Report.

Corporate Governance

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this report and the requisite Certificate duly signed by the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report.

Employee Stock Option Scheme (ESOP)

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines. The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2016 with regard to the ESOP Scheme are provided in Annexure IX to this Report. The Company had received In- Principle Approval for ESOP Scheme 2007 from BSE Limited and National Stock Exchange of India Limited.

The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the pre-determined exercise price plus taxes as applicable. No employee has been issued share options during the year, equal to or exceeding 1% of the issued capital of the Company. No fresh options have been granted during the financial year.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members. Voting rights on the shares issued to employees under the ESOP are either exercised by them directly or through their appointed proxy.

Please note that the said ESOP Scheme has been concluded as per the Scheme documents in December, 2015. 24,513 Options have been lapsed since the employees have not exercised the said options in a given period. The Company has issued and allotted 80,777 Equity Shares under ESOP Scheme during the financial year 2015-16.

Details of the shares issued under Employee Stock Option Plan (ESOP), as also the disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure IX to this Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- Details relating to deposits covered under Chapter V of the Act.

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

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

- Receipt of any remuneration or commission by the Managing Director, the Whole-time Directors of the Company from any of its subsidiaries.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

- No fraud has been reported by the Auditors to the Audit Committee or the Board.

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

Acknowledgement

Your Directors take this opportunity to thank the Shareholders, Ministry of Road Surface Transport & Highways, National Highway Authority of India, State and Central Governments, State Public Works Departments, Road Development Corporations of the various States Power Distribution Corporations of various States, where we have operations and other Government Agencies, for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Financial Institutions & Banks, Contractors, vendors, and business associates for their continued support during the year and look forward for their support.

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year which has resulted in the consistent growth of the Company.

For and on behalf of the Board

(ASHOK M. KATARIYA)

Date : 20.05.2016 Chairman

Place : Mumbai (DIN: 00112240)

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report of your Company for the year ended March 31,2015.

FINANCIAL RESULTS

The financial performance of your company for the year ended March 31,2015 is summarized below.

(Rs. In Lacs)

Particulars Standalone

2014-2015 2013 -2014

Total Receipts / Gross 202,512.56 160,404.26 Sales and Operating Income

Gross Profit Before 24,919.37 19,668.74 Depreciation and Tax

Depreciation 5,534.92 4,337.79

Profit Before Tax 19,384.45 15,330.94

Provision for Taxation 5,166.85 4,987.07

Profit after tax* 14,217.60 10,343.87

Dividend 2,420.85 2,369.30

Balance carried to 14,217.60 10,343.87 Balance sheet Earnings per Equity Share (EPS) Basic 8.98 6.55 (face value Rs. 5/- each) Diluted 8.96 6.51 (face value Rs. 5/- each)





Particulars Consolidated

2014 -2015 2013 -2014

Total Receipts / Gross 234.874.58 182,459.35 Sales and Operating Income

Gross Profit Before 22,991.35 27,832.81 Depreciation and Tax

Depreciation 15,17086 13,890.61

Profit Before Tax 7,820.49 13,942.20

Provision for Taxation 7,955.48 6,879.70

Profit after tax* 8,148.27 9,744.92

Dividend 2,420.85 2,369.30

Balance carried to 8,148.27 9,744.92 Balance sheet Earnings per Equity Share (EPS) Basic 5.15 6.17 (face value Rs. 5/- each) Diluted 5.14 6.14 (face value Rs. 5/- each)

* Consolidated results disclose Profit after tax post the

adjustment of minority interest.

OPERATIONS

a) During the year 2014-15, the Company has successfully achieved financial closure for the Project viz. PROJECT NO. WAP - 2: - Design, Build, Finance, Operate, Maintain and Transfer (DBFOMT) the Existing State Highway (SH18) from Mudhol to Maharashtra Border (Approx. length 107.937 Kms) in the State of Karnataka being presently executed along with GVR Infra Projects Ltd. ("Consortium"). The Consortium has incorporated a Special Purpose Vehicle (SPV) viz. Ashoka GVR Mudhol Nipani Roads Ltd. in which the Company and GVR Infra Projects Ltd. have invested in equity of the SPV in 51:49 ratio.

b) The Company has received Letters of Award (LoAs) for the following Projects.

Name of the Project Authority / Project Concessionaire Cost (Rs. In Crore)

Composite Tender for South Bihar Power 136.50 Rural Electrification Distribution works Company Limited

Composite Tender for North Bihar Power 730.67 Rural Electrification Distribution works Company Limited

Supply, Test, Transport, Maharashtra 102.61 Construction, State Electricity Erection, Testing and Distribution Commissioning of the Company Ltd. works (MSEDCL)

Rehabilitation Ministry of 219.40 and upgradation Road Transport of Madhugiri- and Highways Chikkaballapura- Government of Mulbagal Section of India ("MoRTH") NH-234 in the State of Karnataka

c) During the period under review, toll collection has started on Sambalpur Baragarh Road Project in the State of Odisha.

d) Company has achieved considerable progress in construction of various Road and Power Projects during the financial year. The progress is in line with the estimates and the Company is confident of completing the construction as per schedule.

e) Awards and Recognitions received by the Company during the year.

Name of the Award/ Awarded by

Recognition

Road Contractor of the year Construction Week

Project of the Year for Construction Week Dhankuni-Kharagpur Road Project, (Runner Up)

Construction Company of the World Wide Achievers year

Corporate Excellence Award Lokmat Newspaper

Best Award for promoting Institute of Engineers Green Building Concept and of India Infrastructure

Best Professionally Managed CIDC Vishwakarma Company

India''s Top 16 Challenger Construction World Companies Global

Excellence in Infrastructure - National Award Roads and Highways for Real Estate and Infrastructure

Corporate Excellence Award CMO Asia

CAPITAL EXPENDITURE

As at March 31, 2015, the Gross Fixed Assets & Intangible Assets stood at Rs. 13,352.84 Crore and net fixed assets & net intangible assets at Rs. 12,721.75 Crore (including 7,642.61 Crore of NHAI premium payable). Additions during year amounted to Rs. 909.22 Crore.

FUTURE OUTLOOK

We, at Ashoka Buildcon Limited, are bullish on the long-term growth opportunities that the sector offers. We believe we are well positioned to capitalize on these opportunities on the by leveraging back of our execution capabilities, track record and robust balance sheet.

The Company, with its competence to design and execute EPC Projects would focus on BOT and EPC projects in Roads and Highways sector. Your Company is also looking forward to take up projects on an O&M and toll collection contract basis and also eyeing other infra spaces like irrigation and railways. The Company will also strengthen its skills in executing EPC Power distribution projects and would selectively bid for more number of such projects.

SHARE CAPITAL

The paid up Equity Share capital of the Company as at March 31, 2015 stood at Rs. 79.31 Crore. During the year under review, the Company has issued 673,533 equity shares under Employee Stock Option Scheme. Further the Company has issued 28,441,411 equity shares of Rs. 5/- each under Qualified Institutional Placements on April 22, 2015 and 9,507 equity shares of Rs. 5/- each under Employee Stock Option Scheme after the balance sheet date.

NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has allotted 1500 (One Thousand Five Hundred Only) unsecured redeemable Non-Convertible debentures aggregating Rs. 150 Crore.

BOARD COMMITTEES :

The details of the Committees of the Board, composition, terms of reference etc. are given in the Corporate Governance Report.

VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy has been annexed to this report as Annexure VIII. The Policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. The Whistle Blower Policy of the Company is placed on Company''s website www.ashokabuildcon.com.

SUBSIDIARIES

In accordance with Section 129 (3) of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.

The salient features of financial statements of Subsidiary / Associates / Joint Ventures as per the Companies Act, 2013, are given in Annexure I to the Boards'' Report.

DIVIDEND

During the financial year, your Company declared and paid an Interim Dividend of Rs. 0.70 (Paise Seventy only) per equity share of the face value of Rs. 5/- each in the month of February 2015. In addition your Directors recommend the payment of Rs. 0.70 (Paise Seventy only) per equity share of the face value of Rs. 5/- each as final dividend for the Financial Year 2014-2015, for the approval of shareholders at the ensuing AGM. If approved the total dividend for the financial year would be Rs. 1.40 (Rupee One and Paise Forty only) per equity share of the face value of Rs. 5/- each. The total outflow on account of dividend would be Rs. 24.89 Crore.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 15.32 Crore to the general reserve.

PUBLIC DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 read together with the Companies (acceptance of Deposits) Rules, 2014.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on September 30, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Remuneration Policy has been annexed to this Report as Annexure VII. The salient features covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS:

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules,2014, Shri Michael Pinto, Shri Sharadchandra Abhyankar, Shri Albert Tauro and Shri Gyanchand Daga were appointed as Independent Directors on the Board of Directors of your Company at the 21st AGM held on August 26, 2014 to hold office up to five(5) consecutive years upto March 31,2019.

Further during the financial year 2014-15, Ms. Sunanda Dandekar was appointed as Additional/Non-Executive Director of your Company at the meeting of the Board of Directors held on March 30, 2015 and subsequently her appointment was approved as a Non-Executive Director by the shareholders through Postal Ballot on June 12, 2015.

During the year 2014-15, Mr. Shyam Sundar, Non-executive Director, of the Company resigned from the post of Director. Mr Shyam Sundar played a stellar role in working of the Company especially in its formative years. The Board places on record its appreciation for his valuable contribution during his association with your Company.

Shri Ashok Katariya and Shri Sanjay Londhe, Whole-time Directors are liable to retire by rotation at the ensuing AGM pursuant to the provisions of the Companies Act, 2013 read with Companies (appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible have offered themselves for re-appointment. Appropriate resolutions for their re-appointment are being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been provided in the notes to the Notice convening 22nd AGM. Your Directors recommend their re-appointment.

Shri Satish Parakh, Managing Director, Shri Paresh Mehta, Chief Financial Officer and Shri Manoj Kulkarni, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the financial year 2014-15.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

DECLARATION OF INDEPENDENCE

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 Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) the Directors have approved the accounting policies and have applied consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a ''going concern'' basis;

(e) proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems are adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT

STATUTORY AUDITORS

M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, Statutory Auditors hold office till conclusion of the ensuing annual general meeting and are eligible for re-appointment, subject to ratification by the Members of the Company at the ensuing Annual General Meeting. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if ratified, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder. As required under Clause 49 of the Listing Agreement, M. P. Chitale & Co., Chartered Accountants, Mumbai, have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

The Auditors'' Report on standalone financial statements for the financial 2014-15 does not contain any qualification, reservation or adverse remark. However there is an observation of the Statutory Auditors in Annexure to Auditors'' Report on consolidated financial statements as follows :

The Holding Company and three subsidiary companies have no accumulated losses as at the financial year end. There were no cash losses incurred in the financial year or the previous financial year. However, two subsidiary companies have accumulated losses in excess of its net worth and have incurred cash losses in the current year and its immediately preceding financial year.

Reply:

The Company''s two (2) step down subsidiaries viz. Ashoka Highways (Bhandara) Limited and Ashoka Highways (Durg) Limited, which have been incorporated as Special Purpose Vehicles (SPV) for execution of Projects awarded by NHAI under BOT Scheme. The accumulated losses of theses SPVs at the close of the year have exceeded the networth of respective SPV and they have also incurred Cash losses during the financial year. The business model of BOT SPVs, do experience such situation due to high borrowing cost in initial years of operations, which in later years is set off with higher margins.

The SPVs have got project loans refinanced which would reduce its cost of borrowing. Now, it is expected that the net worth would improve during the subsequent years on account of reduction in borrowing cost and increased toll revenues, due to increase in toll rates and rise in traffic. The erosion of net worth of SPVs is a transitory phase which is expected to recover in coming years, as these SPV''s still have around 13 years'' of toll collection period in hand.

COST AUDITORS

The Board of Directors had appointed M/s CY Associates, Cost Accountants, as the Cost Auditors of your Company for the financial year 2014-15, to conduct the audit of cost records of your Company for its Construction segment. The Cost Audit Report for the financial year ended March 31, 2015 does not contain any reservation, adverse comments or qualification.

As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company appointed M/s. CY Associates, Cost Accountants, as the Cost Auditor for the financial year 2015-16 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding Rs. 5,15,000 (Rupees Five Lacs and Fifteen Thousand only) excluding servise tax and out of pocket expenses, if any.

Your Company has received consent from M/s. CY Associates, Cost Accountants, to act as the Cost Auditor of your Company for the financial year 2015-16 along with a certificate confirming their independence.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. S. Anantha & Co., Practising Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except as follows.

Necessary explanation to the observation made in the Secretarial Audit Report is as given below:

Non-Fling of E-Form-MGT-10 i.e, Return to be filed with Ministry of Corporat Affairs, whenever there is an increase or decrease of two percent or more in the shareholoding of the Promoters and top ten shreholders within 15 days of such change by the Company.

Reply: The Company is required to file e-form MGT-10 in case of any change of increase / decrease of 2% or more in the shareholding of the Promoters and the top ten shareholders and the 2% or more is calculated on the paid up share capital of the Company.

During the year the change (increase) in the shareholding of the promoters is less than 2% of the paid up share capital and the change, if any, of 2% or more of the paid up capital of the top ten shareholders of the Company have been filed.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the requirement of clause 49 (II)(B)(7) of the Listing Agreement, the Company needs to formally arrange Induction or Familiarization Programme for newly appointed Independent Directors. The details are mentioned in the Report on Corporate Governance which is a part of this report.

RELATED PARTY TRANSACTIONS:

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were either in the ordinary course of business and on arm''s length basis or were duly approved by the competent authority in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the Listing Agreement. The details of the related party transactions as required under AS - 18 are set out in Note 27 (II) to the standalone financial statements forming part of this Annual Report. Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure II to this Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www. ashokabuildcon.com.

LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company in equity/preference shares and compulsorily convertible debentures, as on March 31, 2015 (including investments made in the previous years) are mentioned in Note 11 to the standalone financial statements.

B. Details of loans given by the Company are as follows :

(Rs. in Lacs)

Name of entity Balance o/s as at March 31, 2015

Ashoka GVR Mudhol Nipani Roads 38.24 Limited

Ashoka Highways (Bhandara) Limited 1410.00

Ashoka Highways (Durg) Limited 2400.00

Ashoka Technologies Private Limited 21.53

Ashoka Valecha JV 5.80

C. Details of corporate guarantees issued by the Company are as follows :

(Rs. in Lacs.)

Name of entity Amount of Guarantee given (Rs.)

Ashoka Highways (Bhandara) Limited 32,900

Ashoka Highways (Durg) Limited 40,500

Ashoka Belgaum Dharwad Tollway 3,000 Limited

GVR Ashoka Chennai ORR Limited 6,250

Abhijeet Ashoka Infrastructure Private 4,300 Limited

Ashoka GVR Mudhol Nipani Roads 28,000 Limited

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company has a Risk Management Policy in place. There are no risks which in the opinion of the Board affect the Company operations on going concern basis. The Board periodically reviews the risks and measures are taken for mitigation.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure V to this Report.

CORPORATE SOCIAL RESPONSIBILITY

In Accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available at www.ashokabuildcon.com. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure VI to this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint during the year under said Policy.

DISCLOSURE UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year of the Company and date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014is as follows.

(A) Conservation of energy

The Company is not covered by the Schedule of Industries which requires furnishing of information in Form A of Total Consumption of Energy and Per Unit Consumption and in Form B of Technology Absorption.

Nevertheless, during the period company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

(B) Technology Absorption

Specific Areas in which R & D has been carried out by the company

No R & D activities carried out during the financial year 2014-15

Expenditure on Research & Development: - No Expenditure incurred onR&D

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

Not Applicable

(C) Foreign Exchange earnings and outgo

There were no foreign exchange earnings during the year. Details of foreign exchange outgo are as under:

Particulars Amt. (Rs. In Lacs)

Capital Goods 799.99

Foreign Travel Expenses 14.27

Internal Financial Control

The Company has in place internal financial control systems which commensurate with the size, nature and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Internal Auditors monitor and evaluate the efficiency and adequacy of internal control systems in the Company. Based on the reports of the Internal auditors respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with the Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III to the Board''s Report.

Corporate Governance

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this report. The requisite certificate on Corporate Governance from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report.

Employee Stock Option Scheme (ESOP)

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines. The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the pre-determined exercise price plus taxes as applicable. No employee has been issued share options during the year, equal to or exceeding 1% of the issued capital of the Company. No fresh options have been granted during the financial year.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members. Voting rights on the shares issued to employees under the ESOP are either exercised by them directly or through their appointed proxy.

Please note that Company has received In-Principle Approval for ESOP Scheme 2007 from BSE Limited and National Stock Exchange of India Limited and are in force. The Company has issued and allotted 673,533 Equity Shares under ESOP Scheme during the financial year 2014-15.

Details of the shares issued under Employee Stock Option Plan (ESOP), as also the disclosures in compliance with Section 62 of Companies Act, 2013 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure IX to this Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

* Details relating to deposits covered under Chapter V of the Act.

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

* Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

* Receipt of any remuneration or commission by the Managing Director, the Whole-time Directors of the Company from any of its subsidiaries.

* No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Acknowledgement

Your Directors take this opportunity to thank the Ministry of Road Surface Transport & Highways, National Highway Authority of India, State and Central Governments, State Public Works Departments, Road Development Corporations of the various States where we have operations and other Government Agencies, for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Financial Institutions & Banks, Contractors, vendors, and business associates for their continued support during the year and look forward for their support.

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year which has resulted in the consistent growth of the Company.

For and on behalf of the Board of Directors

Place: Mumbai (Ashok M. Katariya) Date: 30.07.2015 Chairman

---

Mar 31, 2013

To The Shareholders of Ashoka Buildcon Limited

The Directors present the Twentieth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2013.

1) Financial Results

Financial results of the company for the year under review along with the figures for previous year are as follows:

(Rs. In Lacs except EPS)

Particulars 2012 -2013 2011 -2012

Total Receipts / Gross Sales 169,583.15 136,619.09 & Operating Income

Gross Profit Before 20,500.67 17,269.53 Depreciation and Tax

Depreciation 4,957.12 3,574.13

ProfitBefore Tax 15,543.55 13,695.40

Provision for Taxation 5,328.35 3,246.71

Profit after tax 10,215.20 10,448.69

Dividend 2,106.04 -

Balance carried to Balance 45,023.05 38,179.80 Sheet

Earnings per Share (EPS) of Rs. 10/- each 19.40 19.85

Basic 19.21 19.65

Diluted

2) Operations

During the year under review, the Company along with GVR Infra Project Ltd. ("Consortium") has bid and has been emerged as the Lowest Bidder for the following Two Projects. However LoAs are still not received.

- Improvement Project - II ("KSHIP-II"), Bangalore for - Design, Build, Finance, Operate, Maintain and Transfer (DBFOMT) the Existing State Highway (SH18) from Mudhol to Maharashtra Border (Approx length 107.937 Kms) in the State of Karnataka on DBFOMT Annuity Basis.

- Development of Chennai Outer Ring Road Phase II from Nemilicheri in NH 205 To Minjur in Thiruvottiyur - Ponneri - Panchetti (TPP) Road on Design, Build, Finance, Operate and Transfer (DBFOT) Annuity basis at Chennai, in the State of Tamil Nadu.

Your Company is qualified to bid for an individual Project on DBFOT Basis, upto Rs. 3183 Crores for upcoming NHAI Projects. Company has been qualified for Power T & D segment Bids worth Rs. 1200 Crores of Power Finance Corporation Ltd. and Rural Electrification Corporation Ltd. and their Subsidiaries.

Company has received an order of Rs. 20 Crores for a Turnkey EPC Contract of Power T & D segment of Chhattisgarh State Power Distribution Company Ltd.

During the period under review, the toll collection has been started on following Project.

Name of the Project SPV Name of the Project

PNG Tollway Limited Pimpalgaon-Nasik-Gonde Project on NH-3

Company has achieved a considerable progress in construction for the following Projects towards its share of EPC Work

Name of the Project % Completion

Sambalpur Baragarh Road Project 50.00

Belgaum Dharwad Road Project 73.00

Dhankuni Kharagpur Road Project 30.00

Pimpalgaon-Nasik-Gonde Road Project 100.00

During the year under review, PWD, Government of Maharashtra has prematurely stopped the toll collection of the Ahmednagar- Karmala Road project, stating that in view of change in lending interest rates by the Reserve Bank of India and consequently as per contract provisions, the concession period has been curtailed.

The same has been contested by the Company through Arbitration and is hopeful of getting compensation for the same.

3) Initial Public Offer

Your Company had come out with Initial Public Offering ("IPO") of Rs. 225 Crores during the financial year 2010-11. The Company has fully utilized proceeds of IPO for the Objects as disclosed in the Offer documents.

The Company had opened a separate Account for Refund. Please note that entire amount of refund has been paid to all the Investors and no amount is outstanding in the said account. There is no Investor Grievance pending at the end of the year.

4) Strategic Investment in Subsidiary

Company along with its Subsidiaries has transferred its share in following 6 Project SPVs to its Subsidiary viz. Ashoka Concessions Limited.

- Ashoka Highways (Bhandara) Limited

- Ashoka Highways (Durg) Limited

- Ashoka Belgaum Dharwad Tollway Limited

- Ashoka Sambalpur Baragarh Tollway Limited

- Ashoka Dhankuni Kharagpur Tollway Limited

- Jaora-Nayagaon Toll Road Company Private Limited

SBI Macquarie Joint Venture has agreed to invest Rs. 800 Crores (approx.) in Ashoka Concessions Limited, which will be utilized to fund equity for above-referred Projects.first tranche ofRs. 240 Crores has been invested in Ashoka Concessions Limited.

Further the Company has transferred its 34% share in Ashoka Concessions Limited to SBI Macquarie Joint Venture.

5) Capital Expenditure

As at March 31, 2013, the Gross Fixed Assets & Intangible Assets stood at Rs. 44,940.75 Lacs and net fixed assets & net intangible assets at Rs. 24,159.36 Lacs. Additions during year amounted to Rs. 6,681.33 Lacs.

6) Future Outlook

The Company, with its competence to design and execute EPC Projects would focus on BOT projects in highway sector.

It will also strengthen its skills in executing power distribution projects and would selectively bid for more number of such projects.

7) Subsidiaries

During the year company has transferred its investment in following subsidiaries to another subsidiary viz. Ashoka Concessions Limited.

Ashoka Highways (Bhandara) Limited

- Ashoka Highways (Durg) Limited

- Ashoka Belgaum Dharwad Tollway Limited

- Ashoka Sambalpur Baragarh Tollway Limited

- Ashoka Dhankuni Kharagpur Tollway Limited

Ministry of Corporate Affairs (MCA) vide Circular No. 51/12/2007- CL-III dated 8 February 2011 has given general exemption with regard to attaching of the balance sheet, profit and loss account and other documents of its subsidiary companies subject to fulfilment of conditions mentioned therein. The company has fulfilled all the necessary conditions in this regard. The summary of the key financials of the company''s subsidiaries is included in this annual report. The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the company and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will be kept for inspection by any member of the company at its registered office and also at the registered office of the concerned subsidiary company.

A statement under section 212 of the Companies Act, 1956,

in respect of the said Subsidiaries, is annexed as Annexure "A" with the report for information of Members.

8) Dividend

Your Company had declared interim dividend @ 20% of the face value of equity shares i.e. Rs. 2/- per share, as its maiden dividend during the year under review. Further your Directors do recommend the final dividend to be paid on Equity Share Capital for the Financial Year 2012-2013 @ 20% of the face value of the equity share i.e. Rs. 2 per equity share, subject to approval of the shareholders at the ensuing annual general meeting. The total outflow on account of dividend is Rs. 21.06 Crores.

9) Insurance

The Company for all its properties including building, plant & machinery, stocks etc has taken adequate and proper insurance cover.

10) Fixed Deposits

The Company has not accepted any deposits from the public during the year within the meaning of the provisions of Section 58A of the Companies Act, 1956 and the Rules made there under.

11) Auditor''s Report

Auditors Report on your company''s accounts for the year ended March 31, 2013 is self-explanatory in nature and does not require any explanations as per provisions of section 217 (3) of the Companies Act, 1956, subject however to point no. 7 of Auditors Report as regards impairment of Right to collect toll, company has preferred an Arbitration and is hopeful of restoration of the said Right to collect toll.

12) Appointment/Reappointment of Directors

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the company, Mr. Michael Pinto and Mr. Sharadchandra Abhyankar, Directors of the company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment.

Mr. Gyan Chand Daga has been appointed as an Additional Director of the Company with effect from 18th February, 2013 and he holds office upto the date of the ensuing Annual General Meeting. The Company has received Notice under Section 257 of the Companies Act, 1956, from member proposing his candidature as Director, liable to retire by rotation.

The Board of Directors recommends the appointment / re-appointments of all the above Directors at the ensuing Annual General Meeting.

13) Auditors

The retiring Auditors, M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and your Directors recommend their re- appointment.

As required under provisions of section 224 (1B) of the Companies Act, 1956, the Company has received a certificate from the Auditors to the effect that their re- appointment, if made, would be in conformity with the limits specified under the said section.

14) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required to be furnished in accordance with section 217(1) (e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as given below :

FORM A

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, REASEARCH AND DEVELOPMENT (R & D)

The Company is not covered by the Schedule of Industries which requires furnishing of information in Form A of Total Consumption of Energy and Per Unit Consumption and in Form B of Technology Absorption.

Nevertheless, during the period company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

FORM B

Conservation of Energy

i) Specific Areas in which R&D has been carried out by the company No R&D activities carried out during the financial year 2012-13 Expenditure on Research & Development: - No Expenditure incurred onR&D

Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived, Import of Technology: Not Applicable.

Form C

a) The employment is contractual in nature.

b) Mr. Ashok M. Katariya holds 4,349,439 Equity Shares ofRs. 10/- each equivalent to 8.26% of the paid-up Share Capital of the Company.

c) Mr. Satish D. Parakh holds 3,936,065 Equity Shares ofRs. 10/- each equivalent to 7.48% of the paid-up Share Capital of the Company.

d) Mr. Sanjay P. Londhe holds 101,562 Equity Shares ofRs. 10/- each equivalent to 0.19% to the paid-up Share Capital of the Company.

e) Mr. Anil Gandhi holds 1253 Equity Shares ofRs. 10/- each equivalent to 0.002% of the paid-up Share Capital of the Company.

f) None of the Directors are related to each other.

16) Directors Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Board ofDirectors hereby state:

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

b) That the Directors have selected accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for the year; and

d) That the Directors have prepared the annual accounts on a going concern basis.

17) Corporate Governance

The Corporate Governance Report is provided in Corporate Governance section of this Annual Report separately.

18) Employee Stock Option Scheme

The Company had introduced an ''Employee Stock Option Scheme 2007 (ESOP 2007)'' for the employees of the Company & Subsidiary/ies. The Disclosures pursuant to Clause 12 of SEBI (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999 are as given below :

a) Total No. of options granted 780,050

b) i) The pricing formula

ii) Exercise Price

Exercise Price is equal to FMV as determined by Category I Merchant Banker Rs. 190/- per share including premium of Rs. 180/- per share

c) No.of options vested as of March 31,2013 First vesting on 15/12/2010 281,013

Second vesting on 15/12/2011 155,565

Third & last vesting on 15/12/2012 155,565

Total Vested Options 592,143

d) No. of options exercised during the year Total Options Exercised till March 31, 2013

3,009

14,884

e) the total number of shares arising as a result of exercise of option

1 Share per option

f) - No. of options lapsed / forfeited till March 31, 2012 during the year 2012-13

225,674

14,778

240,252

g) variation of terms of options N. A.

h) money realised by exercise of options Rs. 190/- per Option aggregating Rs. 28.28 Lacs

i) total number of options in force 524,714

J. employee wise details of options granted to :

I) Senior Managerial Personnel

II) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year.

N. A. as no fresh grant during the year 2012-13 N. A. as no fresh grant during the year 2012-13

k. identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.

N. A. as no fresh grant during the year 2012-13

l. diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 ''Earnings Per Share''.

The impact on fully diluted EPS will be Rs. 19.21

m. The difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. The Company has calculated the employee compensation cost using the fair value of the stock options.

If the Company had followed fair value method for accounting the stock options, compensation cost would have been higher by Rs. 0.35 crores for Financial Year 2012-13. Consequently Net Profit for Financial Year 2012-13 would have been lower by Rs. 0.35 crores and accordingly basic earnings per share would be Rs. 19.34

n. Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

N. A. as no fresh grant during the year 2012-13

o. A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:

(i) risk-free interest rate,

(ii) expected life,

(iii) expected volatility,

(iv) expected dividends, and

(v) the price of the underlying share in market at the time of option grant.

N. A. as no fresh grant during the year 2012-13

Please note that Company has received In-Principle Approval for ESOP Scheme 2007 from BSE Limited and National Stock Exchange of India Limited. Company has issued and allotted 3,009 Equity Shares under ESOP Scheme during the year 2012-13 by which paid-up capital increased to Rs. 526,510,300/-.

19) SPLIT OF SHARES AND ISSUE OF BONUS SHARES

The Board of Directors of the Company at their meeting held on 10th May, 2013 has proposed, subject to the approval of the members of the Company,

a) to split each existing Equity Share of nominal Value of Rs.10/- each of the Company into 2 Equity Shares of nominal Value of Rs. 5/- each.

b) to Issue Bonus Shares at the ratio of 1 Equity Shares for every 2 fully paid-up Equity Shares held in the Company by capitalisation of the Free Reserves of the Company.

Consequently, the issued, subscribed and paid-up share capital of the Company will stand as Rs. 526,510,300/- (Rupees Fifty Two Crores Sixty Five lacs Ten Thousand Three Hundred only) divided into 10,53,02,060 (Ten Crores Fifty Three Lacs Two Thousand Sixty ) equity shares ofRs. 5/- each.

To accommodate the above proposals, the Board of Directors has proposed to re-classify / modify and increase the Authorised Share Capital of the Company. The Board has also proposed to amend the Employee Stock Option Scheme to be in line with said modifications and necessary approval of the members of the Company are sought to be obtained at the ensuing Annual General Meeting. Accordingly the details of the proposed amended Employee Stock Option Scheme of the Company have been reproduced as below:

Outstanding Options Pre Split and Bonus Post Split and Bonus

Growth Options 370,237 1,110,711

Loyalty Options 154,477 463,431

Total 524,714 1,574,142

20) Acknowledgement

Your Directors take this opportunity to thank the Ministry of Road Surface Transport & Highways, National Highway Authority of India, State and Central Governments, State Public Works Departments, Road Development Corporations of the various States where we have operations and other Government Agencies, for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Financial Institutions & Banks, Contractors, vendors, and business associates for their continued support during the year and look forward for their support. We place on record our deep appreciation for the services rendered by the employees of the company at all levels. Our consistent growth was made possible by their continued hard work, dedication, solidarity, loyalty, cooperation and support.

For and on behalf of the Board of Directors

Place: Mumbai (Ashok M. Katariya)

Date: 10.05.2013 Chairman

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Mar 31, 2012

The Shareholders,

Ashoka Buildcon Limited

The Directors present the Nineteenth Annual Report together with the audited accounts of the company for the year ended 31st March, 2012.

1) Financial Results

Financial results of the company for the year under review along with the fgures for previous year are as follows:

(Rs. In Lacs)

Particulars 2011 -2012 2010 -2011

Total Receipts / Gross Sales 136,619.09 121,546.64 & Operating Income

Gross Profit Before 17,269.53 14,548.04 Depreciation and Tax

Depreciation 3,574.13 3,072.83

Profit Before Tax 13,695.40 11,475.21

Provision for Taxation 3,246.71 3,001.70

Profit afiter tax 10,448.69 8,473.51

Balance carried to 38,179.80 27,731.11 Balance Sheet

Earnings per Share of Rs. 10/- each

Basic 19.85 17.32

Diluted 19.65 17.02

2) Operations

In the year under review, the Company has won One DBFOT project viz. Cuttack Angul Project on NH-42 for cost of about Rs. 1,100 Cr.

Company has also bagged Turnkey EPC Contract in Power T & D segment of Rs. 557 Crores from Maharashtra State Electric Distribution Company Ltd. and one Turnkey EPC Contract in Power T & D segment of Rs. 5.82 Crores from Chhattisgarh State Power Distribution Company Ltd.

During the period under review, the toll collection has been started on following Projects of respective SPVs.

Name of the Project SPV Name of the Project

Ashoka Belgaum Dharwad Belgaum Project on NH-4 Tollway Pvt. Limited

Ashoka Highways (Durg) Limited Durg Project on NH-6 Jaora-Nayagaon Toll Road MPRDC – SH 31 third Company Pvt. Ltd. & major homogeneous section

Ashoka Dhankuni Kharagpur Dhankuni Project Tollway Limited on NH-6

Company has achieved a considerable progress in construction to the extent of 71% for Pimpalgaon-Nashik-Gonde Project towards its share of EPC Work.

3) Initial Public Offer

Your Company had come out with Initial Public Offering ("IPO") of Rs. 225 Crores during the fnancial year 2010-11. Company has fully utilized proceeds of IPO for the Objects as disclosed in the Offer documents.

The Company had opened a suspense account in terms of Clause 5 (A) (i) of the Listing Agreement. Please note that all the shares have been credited to respective demat accounts of the Investors.

Total outstanding amount of Refund payable by the Company as on March 31, 2012 stands to Rs. 13,608/-.

4) Capital Expenditure

As at March 31, 2012, the Gross Fixed Assets & Intangible Assets stood at Rs. 48,703.70 Lacs and net fixed assets & net intangible assets at Rs. 27,279.23 Lacs. Additions during year amounted to Rs. 4,708.19 Lacs.

5) Future Outlook

The Company, with its competence and focus on BOT projects will continue to bid for projects under DBFOT Scheme.

It will also strengthen its skills in executing power distribution projects and would selectively bid for more number of such projects.

6) Subsidiaries

During the year under review Two Companies viz. Ashoka Cuttack Angul Tollway Limited in the form of Special Purpose Vehicles (SPV) and Ashoka Concessions Private Limited, were incorporated and have been subsidiaries of the Company. Further Company has purchased 50,000 equity shares of Rs. 10/- each fully paid of Viva Infrastructure Private Limited (VIPL) to make VIPL its 99% Subsidiary. Company's one more Subsidiary Company viz. Ashoka Dhankuni Kharagpur Tollway Limited has been granted April 1, 2012 as an Appointed Date by National Highway Authority of India.

Ministry of Corporate Affairs (MCA) vide Circular No. 51/12/2007- CL-III dated 8 February 2011 has given general exemption with regard to attaching of the balance sheet, Profit and loss account and other documents of its subsidiary companies subject to fulflment of conditions mentioned therein. The company has fulflled all the necessary conditions in this regard. The summary of the key fnancials of the company's subsidiaries is included in this annual report. The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the company and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will be kept for inspection by any member of the company at its registered offce and also at the registered offce of the concerned subsidiary company.

A statement under section 212 of the Companies Act, 1956, in respect of the said Subsidiaries, is annexed as Annexure "A" with the report for information of Members.

7) Dividend

The Directors do not recommend any dividend to be paid on Equity Share Capital for the Financial Year 2011-2012 and the available surplus is retained to strengthen the net worth of the company and to pursue investments in BOT projects.

8) Insurance

The Company for all its properties including building, plant & machinery, stocks etc has taken adequate and proper insurance cover.

9) Fixed Deposits

The company has not accepted any deposits from the public during the year within the meaning of the provisions of Section 58A of the Companies Act, 1956 and the Rules made there under.

10) Auditor's Report

Auditors Comments on your Company's accounts for the year ended March 31, 2012 are self-explanatory in nature and do not require any explanation as per provisions of section 217 (3) of the Companies Act, 1956 except the following :

Observation: With respect to the observation vide S. No. (iii) (b) viz. ‘The Company has not entered into formal agreement for loans, we are not in a position to comment, whether the rate of interest of loans granted and other terms and conditions on which the loans are granted/taken are prima facie not prejudicial to the interests of the company.

Reply: The amounts given by the Company are majorly to subsidiaries except for Viva Infrastructure Private Limited for commercial purposes for purchases of shares & Ashoka Construwell Private Limited & Jaora-Nayagoan Toll Road Company Pvt. Ltd. in the form of advances for commercial purposes.

Observation: With respect to the observation vide S. No. (xv), viz. ‘According to the information and explanations given to us, the Company has given guarantees for loans taken by group companies from banks or fnancial institutions, for which approvals from Central Government are to be obtained, which in our opinion are generally not prima-facie prejudicial to the interests of the company.

Reply: The company is of the view that Corporate Guarantees given by the company do not warrant central govt. approval since the directors hold the directorships in such entities as Nominees of Company. However, company is taking necessary steps to ensure compliance.

11) Appointment/Reappointment of Directors

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the company, Mr. Milapraj Bhansali and Mr. Michael Pinto, Directors of the company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment.

Mr. Albert Tauro and Mr. Sanjay P. Londhe were appointed as Additional Directors of the Company with effect from 18th May, 2012 and they hold offce upto the date of the ensuing Annual General Meeting. The Company has received Notices under Section 257 of the Companies Act, 1956, from members proposing their candidature as Directors, liable to retire by rotation.

Further considering the expanded business activities, Mr. Sanjay P. Londhe was appointed as a Whole-time Director of the Company with effect from 18th May, 2012.

The Board of Directors recommends the appointment / re- appointments of all the above Directors at the ensuing Annual General Meeting.

During the year Mr. Anant Deo Narain resigned from the Directorship of the Company with effect from October 19, 2011. The Board of Directors of Company acknowledges the contribution made by him in the growth of the Company, during his tenure as a Director of the Company.

12) Auditors

The retiring Auditors, M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and your Directors recommend their re-appointment.

As required under provisions of section 224 (1B) of the Companies Act, 1956, the Company has received a certifcate from the Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specifed under the said section.

13) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required to be furnished in accordance with section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of

Particulars in the Report of Board of Directors) Rules, 1988 are as given below :

FORM A

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, REASEARCH AND DEVELOPMENT (R & D)

The Company is not covered by the Schedule of Industries which requires furnishing of information in Form A of Total Consumption of Energy and Per Unit Consumption and in Form B of Technology Absorption.

Nevertheless, during the period company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

FORM B

Conservation of Energy

i) Specifc Areas in which R & D has been carried out by the company No R & D activities carried out during the fnancial year 2011-12

ii) Expenditure on Research & Development: - No Expenditure incurred on R & D

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

Not Applicable.

Form C

There were no foreign exchange earnings during the year. Details of foreign exchange outgo are as under:

Particulars Amt. (Rs. In Lacs)

Raw Materials -

Capital Goods 851.17

Consultancy Fees -

Foreign Travel Expenses 1.12

14) Personnel

Information required to be furnished as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of Directors Report for the year ended 31st March, 2012.

a) The employment is contractual in nature.

b) Mr. Ashok M. Katariya holds 4,271,819 Equity Shares of Rs. 10/- each equivalent to 8.11% of the paid-up Share Capital of the Company.

c) Mr. Satish D. Parakh holds 3,935,190 Equity Shares of Rs. 10/- each equivalent to 7.47% of the paid-up Share Capital of the Company.

d) Mr. Sanjay P. Londhe holds 101,562 Equity Shares of Rs. 10/- each equivalent to 0.19% to the paid-up Share Capital of the Company.

e) None of the Directors are related to each other.

15) Directors Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That the Directors have selected accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the Profit of the Company for the year.

c) That the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for the year.

d) That the Directors have prepared the annual accounts on a going concern basis.

16) Corporate Governance

The Corporate Governance Report is provided in Corporate Governance section of this Annual Report separately.

18) Acknowledgement

Your Directors take this opportunity to thank the Ministry of Road Surface Transport & Highways, National Highway Authority of India, State and Central Governments, State Public Works Departments, Road Development Corporations of the various States where we have operations and other Government Agencies, for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, Financial Institutions & Banks, Contractors, vendors, and business associates for their continued support during the year and look forward for their support. We place on record our deep appreciation for the services rendered by the employees of the company at all levels. Our consistent growth was made possible by their continued hard work, dedication, solidarity, loyalty, cooperation and support.

Place: Mumbai For and on behalf of the Board of Directors

Date: 18.05.2012 Ashok M. Katariya

Chairman

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Mar 31, 2011

The Shareholders,

The Directors present the Eighteenth Annual Report together with the audited accounts of the company for the year ended s3t 1 March, 2011.

1) Financial Results

Financial results of the company for the year under review along with the figures for previous year are as follows:

(Rs.. in Lacs except EPS)

Particulars 2010 -2011 2009 -2010

Total Receipts / Gross Sales & Operating Income 121,546.64 113,649.34

Gross Profit Before Depreciation and Tax 14,548.04 13,474.25

Depreciation 3,072.83 3,558.20

Profit Before Tax 11,475.21 9,916.06

Provision for Taxation 3,005.27 2,341.72

Profit after tax 8,473.51 7,569.19

Balance carried to Balance Sheet 27,731.11 19,257.60

Earnings per Share of Rs 1. 0/- each

Basic 17.32 16.57

Diluted 17.02 16.33

2) Operations

In the year under review, the Company has won one DBFOT project viz. Dhankuni Kharagpur Project on NH-6 for an approx cost of Rs. 2000 cr. The Company also has started toll collection on Bhandra Project on NH-6 and achieved a considerable progress in construction of Durg Project to the extent of 95%. The EPC work on the Jaora-Nayagaon Project is completed by 95 % & for Pimpalgaon - Nashik - Gonde project by 30 %.

The Company has completed first phase of Rs. 268 crores out of EPC contracts for power distribution network creation aggregating Rs. 1018 Crores awarded by Maharashtra State electricity Distribution Co. Ltd. and has completed 70% of the total work for other phases. The performance on the same has been exceptionally good vis-avis peers in the sector.

3) Initial Public Offer

Your Company had come out with Initial Public Offering of Rs. 225 Crores during the year under review. The issue was oversubscribed by 15.50 times.

The Company had allotted 6,944,444 Equity Shares of Rs. 10/-each for cash at a Premium of Rs. 314/- and consequently the Issued, Subscribed and Paid-up Share capital of the Company stands at Rs. 526,361,460, divided into 52,636,146 Equity Shares of Rs. 10/- each. The Company's shares are listed with the Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) with effect from October 14, 2010.

The Company has opened a suspense account in terms of Clause 5 (A) (i) of the listing agreement. The details of the reconciliation are given below.

Particulars Remark

Aggregate no. of shareholders and outstanding 2,676 shares for 43 Investors shares as on October 14, 2010

No. of shareholders to whom shares were 2,412 shares were transferred transferred from Suspense A/C during the year from Suspense A/C to 39 shareholders.

Aggregate no. of shareholders and outstanding 264 Shares for 4 Investors shares in the Suspense A/C as on March 31, 2011

Please note that the voting rights on these shares shall remain frozen till the rightful owner of such shares claim the shares.

Total outstanding amount of Refund payable by the Company at the end of the year stands to Rs. 20,412/-.

By raising capital through IPO, the Company has enhanced its net worth to Rs. 696 Cr.

4) Capital Expenditure

As at March 31, 2011, the Gross Fixed Assets & Intangible Assets stood at Rs.. 44,403.96 Lacs and net fixed assets & net intangible assets at Rs.. 26,241.53 Lacs. Additions during year amounted to Rs..6,111.20 Lacs.

5) Future Outlook

The Company, with its competence and focus on BOT projects will continue to bid for projects under DBFOT Scheme.

It will also strengthen its skills in executing power distribution projects and would selectively bid for more number of such projects.

6) Subsidiaries

During the previous year, Company's shareholding in two of its subsidiaries viz. Ashoka Highways (Bhandara) Limited & Ashoka Highways (Durg) Limited, has been reduced to 52.02% and 51.00% respectively keeping in line with the shareholders agreement with India Infrastrusture Fund.

During the year under review Two Companies viz. Ashoka Belgaum Dharwad Tollway Private Limited and Ashoka Sambalpur Baragarh Tollway Private Limited, in the form of Special Purpose Vehicles (SPVs) were incorporated and have been subsidiaries of the Company.

Ministry of Corporate Affairs (MCA) vide Circular No. 51/12/2007- CL-III dated 8 February 2011 has given general exemption with regard to attaching of the balance sheet, profit and loss account and other documents of its subsidiary companies subject to fulfilment of conditions mentioned therein. The company has fulfilled all the necessary conditions in this regard. The summary of the key financials of the company's subsidiaries is included in this annual report. The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the company and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will be kept for inspection by any member of the company at its registered office and also at the registered office of the concerned subsidiary company.

A statement under section 212 of the Companies Act, 1956, in respect of the said Subsidiaries, is annexed as Annexure "A" with this report for information of Members.

7) Dividend

The Directors do not recommend any dividend to be paid on Equity Share Capital for the Financial Year 2010-2011 and the available surplus is retained to strengthen the net worth of the company and to pursue investments in DBFOT projects.

8) Insurance

The Company for all its properties including building, plant & machinery, stocks etc has taken adequate and proper insurance cover.

9) Fixed Deposits

The company has not accepted any deposits from the public during the year within the meaning of the provisions of Section 58A of the Companies Act, 1956 and the Rules made there under.

10) Accounts

In connection with the observations made by the Auditors under the Annexure to the Auditors' Report, the Directors reply as follows.

Observation: With respect to the observation vide S. No.(iii) (b) viz. 'The Company has not entered into formal agreement for loans, we are not in a position to comment, whether the rate of interest of loans granted and other terms and conditions on which the loans are granted/taken are prima facie not prejudicial to the interests of the company.

Reply : The amounts given by the Company are majorly to subsidiaries except for Viva Infrastructure Private Limited for commercial purposes for purchases of shares & Ashoka Construwell Private Limited in the form of advances for commercial purposes.

Observation : With respect to the observation vide S. No.( (vii) viz. 'The Company has an internal audit system which needs a scope enhancement to be commensurate with the size and nature of business'.

Reply: Auditors have reported vide Sr. No. (iv) under an Annexure to the Auditors' Report that, the Company has adequate internal control procedures commensurate with the size of the company and nature of the business.

However, the Board of Directors have advised the Internal Auditors to meet with the increased requirements of the Company and has interacted with the Internal Auditors and have carved out a specific scope and areas of internal audit which are already put in practice.

Observation : With respect to the observation vide S. No.(xv), viz. 'According to the information and explanations given to us, the Company has given guarantees for loans taken by group companies from banks or financial institutions, for which approvals from Central Government are to be obtained, which in our opinion are generally not prima-facie prejudicial to the interests of the company.

Reply : The company is of the view that Corporate Guarantees given by the company do not warrant central govt. approval since the directors hold the directorships in such entities as Nominees of Company. However company is taking necessary steps to ensure compliance.

11) Appointment/Reappointment of Directors

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the company, Mr. Anant Deo Narain and Mr. Sharadchandra D. Abhyankar Directors of the company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Your Directors recommend their re-appointment.

During the year Mr. Sunil B. Raisoni resigned from the Directorship of the Company with effect from March 14, 2011. The Board of Directors of Company acknowledges the contribution made by him in the growth of the Company, during his tenure as a Director of the Company.

12) Auditors

The retiring Auditors, M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and your Directors recommend their re-appointment.

As required under provisions of section 224 (1B) of the Companies Act, 1956, the Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specified under the said section.

13) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required to be furnished in accordance with section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as given below :



14) Personnel

Information required to be furnished as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of Directors Report for the year ended 31st March, 2011

a) The employment is contractual in nature.

b) Mr. Ashok M. Katariya holds 4,250,960 Equity Shares of Rs1.0/- each equivalent to 8.07% to the paid-up Share Capital of the Company.

15) Directors Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That the Directors have selected accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for the year.

d) That the Directors have prepared the annual accounts on a going concern basis.

16) Corporate Governance

The Corporate Governance Report is provided in Corporate Governance section of this Annual Report separately.

17) Employee Stock Option Scheme

The Company had introduced an 'Employee Stock Option Scheme 2007 (ESOP 2007)' for the employees of the Company & Subsidiary/ies. The Disclosures pursuant to Clause 12 of SEBI (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999 are as given below :

k) diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 'Earnings Per Share'.

Kindly refer to note no. 11 of Schedule 20 (II) Notes to the Accounts.

(l) Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

The Company has calculated the employee compensation cost using the fair value of the stock options.

Kindly refer to note no. 5 of Schedule 20 (II) Notes to the Accounts.

(m) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

The options are exercisable atRs1.90.00 including a premium ofRs 1.80.00 per equity share

(n) A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:

(i) risk-free interest rate,

(ii) expected life,

(iii) expected volatility,

(iv) expected dividends, and

(v) the price of the underlying share in market at the time of option grant.

Kindly refer to note no. 5 of Schedule 20 (II) Notes to the Accounts.

Please note that Company has received In-Principle Approval for ESOP Scheme 2007 from Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Company has allotted 4,997 Equity Shares under ESOP Scheme on 2nd May, 2011 in which Paid-up capital increase to Rs. 526,411,430.

18) Acknowledgment

Your Directors take this opportunity to thank the Ministry of Road Surface Transport & Highways, National Highways Authority of India, State and Central Governments, State Public Works Departments, Road Development Corporations of the various States where we have operations and other Government Agencies, for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, Financial Institutions & Banks, Contractors, vendors, and business associates for their continued support during the year and look forward for their support. We also express our sincere gratitude to the public at large who have given overwhelming response to our initial public offer. We place on record our deep appreciation for the services rendered by the employees of the company at all levels. Our consistent growth was made possible by their continued hard work, dedication, solidarity, loyalty, cooperation and support.

Place: Mumbai For and on behalf of the Board of Directors

Date: 10.05.11 Sd/-

(Ashok M. Katariya)

Chairman