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

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

FINANCIAL RESULTS

(Amount ' in lakhs)

Notes:

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

COMPANY'S PERFORMANCE

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

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

FUTURE OUTLOOK

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

DIVIDEND

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

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

In view of the changes made under the Income-tax Act, 1961,
by the Finance Act, 2020, dividends paid or distributed by the
Company shall be taxable in the hands of the Shareholders.
Your Company shall, accordingly, make the payment of the
final dividend after deduction of tax at source.

DIVIDEND DISTRIBUTION POLICY

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

UNCLAIMED DIVIDENDS

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

HUMAN RESOURCES MANAGEMENT

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

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

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

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

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

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

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

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

OVERVIEW

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

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

INFORMATION TECHNOLOGY SERVICES & IT SECURITY RISK

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

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

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

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

The 3-Tier Security Architecture includes:

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

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

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

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

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

Key initiatives included:

• Optimization of cloud services to support scalability and
hybrid work

• Enhancement of enterprise applications for improved
process efficiency

• Implementation of automated service monitoring and
response systems

• Strengthening of IT service management (ITSM)
practices

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

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

CHANGE IN NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION

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

ANNUAL PERFORMANCE

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

SHARE CAPITAL

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

TRANSFER TO RESERVE

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

BOARD OF DIRECTORS

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

CHANGES IN DIRECTORSHIP DURING THE YEAR

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

KEY MANAGERIAL PERSONNEL

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

STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS

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

MEETING OF THE BOARD

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

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

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

BOARD EVALUATION

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

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

AUDIT COMMITTEE

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

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

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

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

NOMINATION AND REMUNERATION COMMITTEE

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

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

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

REMUNERATION POLICY

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

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

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

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

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

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

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

CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES (CSR)

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

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

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

• Eradicating hunger, poverty and malnutrition;

• Promotion of healthcare including preventive healthcare;

• Promotion of education and employment-enhancing
vocational skills;

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

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

RISK MANAGEMENT

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

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

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINBILITY REPORT

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

STATUTORY COMPLIANCE

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

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

HEALTH, SAFETY AND ENVIRONMENT (HSE)

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

ENVIRONMENT HEALTH AND SAFETY MANAGEMENT SYSTEM:

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

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

PARTICULARS OF EMPLOYEES

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

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

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

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

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

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

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

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

AUDIT AND REVIEW MECHANISMS

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY

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

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

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

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

BOARD FAMILIARISATION AND TRAINING PROGRAMME

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

GREEN INITIATIVES

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

FAMILIARIZATION PROGRAMME OF INDEPENDENT
DIRECTORS

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

CORPORATE GOVERNANCE

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

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

REPORTING OF FRAUDS

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

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

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

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

Insider_Trading_Policy%202019-20.pdf

DEPOSITS

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

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

Significant and Material Orders Passed by the Regulators
or Courts:

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

CREDIT RATING

The Company's financial discipline and prudence is reflected
in the strong credit ratings prescribed by rating agencies as

given belowr

RELATED PARTY TRANSACTIONS

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

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

CODES OF CONDUCT FOR DIRECTORS AND SR.
MANAGEMENT PERSONNEL

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

Cnmnanx/ hac alcr» arlontoH tho Af~TI Cnrlo rvf Cnnrli irt f

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

The above codes can be accessed on the Company's website
at www.acilnet.com

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

SUBSIDIARIES COMPANIES

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

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

Premsagar Merchants Pvt. Ltd

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

Dipesh Mining Pvt. Ltd

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

Splendor Distributors Pvt. Ltd

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

Jiwanjyoti Traders Pvt. Ltd

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

Paramount Dealcomm Pvt. Ltd

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

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

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

PARTICULARS OF LOAN, INVESTMENTS AND GUARANTEES

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

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

ANNUAL RETURN

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

STATUTORY AUDITORS

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

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

1. Appointment

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

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

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

SECRETARIAL AUDIT

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

COST AUDIT

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CONSERVATION OF ENERGY

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

RESEARCH AND DEVELOPMENT & TECHNOLOGY ADOPTION

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

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

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

FOREIGN EXCHANGE - EARNINGS AND OUTGO (CASH
BASIS)

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

STOCK EXCHANGE LISTING

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

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

ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors
Ahluwalia Contracts (India) Ltd

Sd/-

(Bikramjit Ahluwalia)

Chairman & Managing Director
DIN:00304947

Date: 28-08-2025
Place: New Delhi