The Board of Directors ('Board') of Ahluwalia Contracts (India) Limited ('ACIL' or 'Company') take pleasure in presenting
the 47^th Annual Report prepared as per the Integrated on the business and operations of ACIL, along with the summary of
standalone and consolidated financial statements for the financial year ended March 31, 2026.

FINANCIAL RESULTS:

COMPANY'S PERFORMANCE

The Standalone Total Income for FY 2026 was D 463669.67
Lakhs (Previous Year: D 415399.77 Lakhs) thereby showing
an increase of 11.62%. The Operating Profit (EBITDA) stood
at D 50599.53 Lakhs compared with D 39717.37 Lakhs in the
Previous Year. The Net Profit for the year stood at D 26432.16
Lakhs compared with D 20151.08 Lakhs in the previous year.

The Consolidated Total Income for FY 2026 was D 463671.68
Lakhs (Previous Year: D 415399.77 Lakhs) thereby showing
an increase of 11.62% The Consolidated Operating Profit
(EBITDA) stood at D 50624.85 Lakhs (Previous Year:
D 39737.21). The Consolidated Profit after tax stood at
D 26586.34 Lakhs (Previous Year: D 20208.13 Lakhs).

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('SEBI Listing Regulations'),
the Board of the Company has formulated and adopted the
Dividend Distribution Policy ('Policy').

The Policy is available on the website of the Company at
Dividend Distribution Policy.pdf

DIVIDEND

For the FY2025-26, the Board has recommended a Dividend
@ 35% i.e. D0.70 paisa per (equity) Share face value of D2/-

each (previous year: Dividend @30% i.e. D0.60 paisa per
(equity) Share face value of D2/- each).

The Board has recommended dividend based on the
parameters laid down in the Dividend Distribution Policy.

The dividend will be paid out of the profits for the year.

The dividend on Ordinary (equity) Shares is subject to the
approval of the Shareholders at the 47^th Annual General
Meeting ('AGM') scheduled to be held on Tuesday, Sept
29, 2026.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the shareholder's effective April 1,
2020 and the Company is required to deduct tax at source
from dividend paid to the Members at prescribed rates as
per the Income Tax Act, 2025.

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.

MERGER OF FIVE SUBSIDIARIES COMPANIES

During the year under review, the Board of Directors of
the Company, at its meeting held on February 14, 2026,
approved the Scheme of Amalgamation of five Wholly
Owned Subsidiaries of the Company with the Company.
The process of amalgamation is underway and the same
is subject to approval from NCLT/ judicial/regulatory
authorities. This amalgamation will result in operational
efficiencies and business synergies. In addition, it will also
lead to a simplified corporate structure that will bring agility
to business ecosystem of the Company.

HUMAN RESOURCES MANAGEMENT

Our HR approach is structured around well-defined priorities
that reflect both current needs and future-readiness. These
include Recruitment and Talent Acquisition, Performance
Management, Employee Retention, and Training and
Development. Each priority is supported by focused
strategies and platforms that create alignment between
individual growth and organisational progress.

We are continuously modernizing our HR infrastructure to
enhance accessibility, responsiveness, and transparency.
Several tools and systems have been introduced to enhance
employee engagement and improve service delivery.

These include self-service payroll modules with tax
declarations, a robust HR Help Desk accessible via PC and
mobile, centralised grievance redressal through the HRMS
portal, and digital notice boards for timely corporate
communication. Our in-house HR Portal and social media

platforms for specific occasions keep employees connected
to the company culture and to one another.

ACIL true strength lies in the people who shape the
organisation with their collective spirit, passion, and values.
Guided by this philosophy, we have nurtured a workplace
where learning, inclusion, and collaboration define everyday
experiences. We amplified our people ecosystem to shape a
culture anchored in agility, digital mindset, and responsible
growth. As we look toward 2030, we remain focused on
seizing emerging opportunities while continuing to build a
workplace that is both highly productive and deeply human.

FUTURE FORWARD - HR STRATEGY

The HR function will continue to serve as a strategic to
business through a forward looking approach. This will
involve HR playing the role of a key enabler towards
achieving the Companies objectives, with emphasis on
strengthening leadership capacity through selective critical
talent induction and grooming in-house talent to take on
greater responsibilities.

INFORMATION TECHNOLOGY SERVICES & IT
SECURITY RISK

Technology function continues to play a pivotal role
in enabling business growth, enhancing operational
efficiency, strengthening governance and building digital
resilience. During FY 2025-26, the ACIL sustained its focused
investments in digital platforms, innovation, cybersecurity
and enterprise standardisation, in alignment with long-term
business priorities and evolving stakeholder expectations.

These initiatives reinforce the Company's commitment
to operational excellence, scalable growth, regulatory
compliance and sustainable value creation.

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, 2026.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

There are no 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, 2026
stood at D 1339.75 Lakhs. During the year under review, the
Company has not issued any 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 2025-26.

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:

RETIREMENT OF DIRECTOR AND ELIGIBLE FOR
RE-APPOINTMENT

In accordance with Section 152 of the Company Act. 2013,
Mr. Sanjiv Sharma (DIN: 08478247), who has been longest
in the office, is liable to retire by rotation at the ensuing 47^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 47^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 2026:

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, from
Independent Directors Confirming that he/she is not
disqualified from being appointed / re-appointed/ Continue
as an Independent Director of the Company as per criteria
laid down in section 149(6) of the Companies Act, 2013
and regulation 16(1 )(b) of SEBI Regulations and Disclosure
requirement) Regulations 2015

MEETING OF THE BOARD OF DIRECTORS

The Schedule of meetings of the Board of Director is
circulated to the Directors in advance. During the year, 5
(Five) Board Meetings were convened and held, the details
of Board 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.

AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor
and provide an effective supervision of the Management's
financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity
and quality of financial reporting. The Committee oversees
the work carried out in the financial reporting process by
the Management, the internal auditor, the statutory auditor
and the cost auditor and notes the processes and safeguards
employed by each of them. The Committee further reviews
the processes and controls including compliance with laws,
ACIL Code of Conduct and Insider Trading Code, Whistle
Blower Policies and related cases thereto. The Committee
also reviews matters under the Prevention of Sexual
Harassment at Workplace Policy.

Your Company has a qualified and independent Audit
Committee. The Audit Committee consists of the
following members:

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 purpose of the Nomination and Remuneration
Committee ('NRC') is to oversee the Company's nomination
process including succession planning for the senior
management and the Board and specifically to assist the
Board in identifying, screening and reviewing individuals
qualified to serve as Executive Directors, Non-Executive
Directors and determine the role and capabilities required
for Independent Directors consistent with the criteria
as stated by the Board in its Policy on Appointment and
Removal of Directors. The NRC and the Board periodically
reviews the succession planning process of the Company
and is satisfied that the Company has adequate process for
orderly succession of Board Members and Members of the
Senior Management.

The Nomination and Remuneration Committee's (NRC)
composition meets with requirements of Section 178(1) of
the Companies Act, 2013 and Regulation 19 of the Listing
Regulation, 2015. The Nomination and Remuneration
Committee's consists of the following members:

The performance evaluation criteriaforindependentdirectors
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 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:

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 "I" 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 I-A
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 an amount of D 717
Lakhs out of total requirement amount of D 717 Lakhs during
the year in various fields including in education, health, skill
development across the country.

The Constitution of the Corporate Social Responsibility (CSR)
Committee consists of the following members:

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 47^th Annual Report for the information
of members of the Company.

RISK MANAGEMENT COMMITTEE

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 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 consists of
the following members:

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

BUSINESS RESPONSIBILITY AND
SUSTAINBILITY REPORT

As stipulated under Regulation 34 of the SEBI (LODR)
Regulation 2015, Business Responsibility and Sustainability
Report (BRSR) is attached hereto and forms part of the 47^th
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 Chief Financial Officer and Company Secretary
are 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 Chief Financial Officer and
Company Secretary also confirms compliance with Company
law, SEBI Regulations and other corporate laws applicable to
the Company.

HEALTH & SAFETY MANAGEMENT SYSTEM AND
ENVIRONMENT (HSE):

ACIL remains committed to fostering a strong health and
safety culture, with the aspiration of achieving zero harm and
setting industry benchmarks in safety performance. Safety
and Health Management are integrated into the Company's
annual business plan, ensuring accountability at all levels of
the organisation.

Governance is led by the Safety, Health and Environment
(SHE) department at head office level, with strategic
oversight, chaired by the Whole Time Managing Director.

At ACIL, an ISO 45001:2018-aligned management system
integrates policy, strategy, and frontline execution. Digitised
risk registers support systematic risk management through
the identification of hazards, validation of critical controls,
and continuous focus on high-consequence risk scenarios.

The Company has strengthened safety leadership
through structured field engagement, capability-building
programmes, and a balanced framework of recognition
and accountability. Capability development is driven by the
Safety Leadership Development Centre and the Practical
Training Centre, with refreshed curricula covering high-
potential incident scenarios, training for hazard prediction,
and mindfulness-based decision-making programmes
for supervisors.

The Company has also embraced digital innovations through
initiatives such as monitoring through drones, Safety apps
like Photoapp, DDMS etc. and AI-enabled CCTV systems,
enhancing safety observations, data quality, reporting
accuracy, and proactive risk identification. The governance
framework has been further strengthened through the
reconstitution of the Performance Improvement Team to
facilitate cross-site learning and the generation of weekly
safety insights supported by Generative AI-based analytics.

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 Company is having a total
of 3,978 employees out of which 3,896 are male & 82 are
female employees.

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 -
"II" and forms part of this Report.

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

As per the requirement of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013

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

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

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

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

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

Overview

Your Company has established a robust internal financial
control system and framework to ensure:

• Orderly and efficient conduct of business operations;

• Safeguarding of assets;

• Prevention and detection of frauds and errors;

• Accuracy and completeness of accounting records; and

• Timely preparation of reliable financial information.

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.

To support these objectives, the Company has implemented
clearly defined policies and Standard Operating Procedures
(SOPs), a comprehensive Financial and Operational
Delegation of Authority matrix, and a well-structured
organizational hierarchy across all business functions,
enabling seamless and effective operations.

Further, the implementation of SAP system has enhanced
process standardization and automation, significantly
strengthening internal controls and operational efficiency.

The internal financial control framework is reinforced
through a comprehensive internal audit program, conducted

by qualified in-house professionals in collaboration with
an external firm of Chartered Accountants, appointed
upon the recommendation of the Audit Committee. Audit
findings and corrective actions are periodically reviewed by
the Audit Committee, ensuring continual improvement and
maintenance of an effective internal control environment.

Overall, the internal financial controls are designed to
provide reasonable assurance regarding the integrity of
financial reporting and operational accountability across
the organization.

Management Framework to proactively identify, evaluate,
and manage risks associated with its business operations.

The policy provides structured guidelines for risk
identification, assessment, evaluation, treatment, escalation,
and periodic review, ensuring a systematic approach to
risk mitigation

The Audit Committee and the Board of Directors periodically
review the risk management procedures, particularly
during the review of quarterly financial results. The Audit
Committee exercises additional oversight over financial and
internal control related risks.

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.

GREEN INITIATIVES

In line with the Green Initiatives, Digitalisation, electronic
copy of the Notice of 47^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
Private Ltd at Noble Heights, 1^st Floor Plot NH-2 C-1, Block
LSC, Near Savitri Market, Janakpuri, New Delhi - 110058.

FAMILIARIZATION PROGRAMME OF
INDEPENDENT DIRECTORS

Your Company has in place a structured induction
and familiarization programme for its directors. Upon
appointment, directors receive a Letter of Appointment setting
out detail, the terms of appointment, duties, responsibilities,
obligations, Code of Conduct for preventing of Insider Trading
and Code of Conduct applicable to Directors, Key Managerial
Personnel and Senior Management Personnel.

They are also updated on all business related issues and
new initiatives. Independent directors are also encouraged
to visit the facilities of the Company and engage with
Senior Management. Regular presentations and updates on
relevant statutory changes encompassing important laws
are made and circulated to the Directors. Such familiarization
programmes help the Independent Directors to understand
the Company's strategy, business model, operations,
markets, organization structure, risk management etc.
and such other areas as may arise from time to time. The
details of familiarization program are provided in Corporate
Governance Report which forms part of the Annual Report.

The policy and details of familiarization programme imparted
to the Independent Directors of the Company is available at;
Ahluwalia Contracts (India) Ltd

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 (PIT)

Your Company's Code of Conduct for Prevention of Insider
Trading (PIT) 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: CODE OF CONDUCT
2026 27.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 and the Company has complied with the said
requirement within the 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 below:

RELATED PARTY TRANSACTIONS

All Contracts/Transactions entered by the Company during
the year with related parties were on ordinary course of
business and an as arm's length basis or as approved by the
audit committee/board in accordance with the requirement
of the companies Act and listing regulations, 2015

The prescribed Form AOC-2 as per Annexure-"III" forms an
integral part of this report. The Related party transactions
policy approved by the Board of Directors of the Company,
as amended on May 29, 2024 in line with the requirements
of the SEBI (LODR) Amendment regulations, 2018 has been
uploaded on the website of the Company at www.acilnet.
com

CODES OF CONDUCT FOR DIRECTORS AND SR.
MANAGEMENT PERSONNEL

The Company has adopted a Code of Conduct for its
Executive Directors including a code of conduct for
Independent Directors which suitably incorporates the
duties of Independent Directors as laid down in the Act. The
Company has also adopted the ACIL Code of Conduct for
its Sr. Management personnel (GM and above) employees
including the Managing and Executive Directors.

The above codes can be accessed on the 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, 2026, 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 is attached as
Annexure-"IV" 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 forms part of the Consolidated financial
statements. The Policy for determining material subsidiaries
as approved by the Board may be accessed on the Company
'website Subsidiary Companies | AHLUWALIA CONTRACTS
(INDIA) LTD. as on 31^st March 2026, the Company had Five (5)
subsidiaries i.e. 100% wholly-owned subsidiaries the details
are as under:

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

The Company had entered into a Joint Venture Agreement
in the financial year 2022-23 with M/s Roshan Construction
Private 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 is
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.

ANNUAL RETURN

The Annual Return of the Company as at 31.03.2026 will be
uploaded in the website of the Company viz. www.acilnet.
com

STATUTORY AUDITORS AND AUDIT REPORT

M/s SCV & CO LLP, Chartered Accountants (Firm Registration
No. N500089) were appointed Statutory Auditors of the
Company in the 46^th Annual General Meeting of the Company
for a term of 5 years to hold office from the Conclusion of the
46^th AGM till the conclusion of the 51^st AGM.

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.

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

SECRETARIAL AUDIT

Based on the recommendation of the Audit Committee and
the Board, the Shareholders of the Company, at the 46^th AGM
held on September 29, 2025, approved the appointment
of Mr. Santosh Kumar Pradhan (CP No. 7647), Practicing
Company Secretaries, as the secretarial auditors of the
Company for a period of five years to conduct the secretarial
Audit functions of the Company upto Financial Year 2029¬
30. The Secretarial Audit Report issued by the Secretarial
Auditors of the Company is annexed to this Report as
Annexure V and there are no qualifications, observations,
adverse remark or disclaimer in the said Report.

COST AUDIT

Pursuant to various circulars / provisions issued by Ministry
of Corporate affairs, the Company is required to conduct

the Cost Audit records in compliance with the provisions
of section 148 of the Act, and the Board of Directors of the
Company at its meeting held on 30-05-2026 appointed M/s
N.M. & Co. Cost Accountants, (FRN000545) as cost Auditors
of the Company for the financial year 2026-27.

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 47^th Annual General Meeting for ratification of
remuneration payable to the cost Auditors for the financial
year 2026-27.

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 Building Construction
(Engineering) 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 2026-27 has been paid to BSE, NSE and CSE.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation
and thanks for the valuable contribution and support
received from the employees/workers 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: 14-08-2026
Place: New Delhi