BOARD'S REPORT


Dear Members,


Ashoka Buildcon Limited


Your Directors have pleasure in presenting the 33rd Annual Report (“the
Report”/“this Report”) together with audited financial statements of your
Company, for the financial year ended March 31, 2026.


Financial Results


In accordance with Section 133 of the Companies Act, 2013, read with applicable rules,
the standalone and consolidated financial statements of the Company have been prepared in
line with Indian Accounting Standards (Ind AS). The financial highlights for FY 2025-26
are summarized as follows:


  

    

    
(Rs. in Lakh except EPS)
  
  

    
Particulars
    
Standalone
    
Consolidated
  
  

    

    
2025-26
    
2024-25
    
2025-26
    
2024-25
  
  

    
Total Receipts/Gross Sales and Operating Income
    
595,220.28
    
718,779.95
    
770,356.90
    
1,020,542.18
  
  

    
Profit Before Depreciation, Tax and Exceptional Items
    
32,313.65
    
37,690.90
    
1,15,407.66
    
1,84,357.95
  
  

    
Depreciation and Amortization Expenses
    
9,785.18
    
9,820.47
    
16,063.53
    
28,970.84
  
  

    
Profit Before Tax & Exceptional Items
    
22,528.47
    
27,870.43
    
99,344.13
    
155,387.11
  
  

    
Exceptional Items
    
16,472.46
    
-
    
214,367.03
    
-
  
  

    
Share of Profit from Partnership Firms and AOPs
    
16.71
    
19.67
    
(476.68)
    
91.07
  
  

    
Provision for Taxation
    
6,973.99
    
8,165.72
    
55,654.29
    
(17,878.69)
  
  

    
Profit after tax
    
32,043.65
    
19,724.39
    
2,57,580.19
    
173,356.87
  
  

    
Other Comprehensive Income/(Loss)
    
253.70
    
(45.73)
    
637.98
    
137.05
  
  

    
Share of Profit/(Loss) of subsidiaries transferred to Non-controlling
    
NA
    
NA
    
2,579.19
    
3,945.63
  
  

    
Interest *
    

    

    

    

  
  

    
Total Comprehensive Income (post Non-controlling interest)
    
32,232.34
    
19,690.38
    
2,55,637.52
    
169,548.28
  
  

    
EPS - with exceptional items
    
11.41
    
7.03
    
90.84
    
60.35
  
  

    
Basic & Diluted (face value Rs.5/- each)
    

    

    

    

  
  

    
EPS - without exceptional items
    
6.39
    
7.03
    
25.37
    
60.35
  
  

    
Basic & Diluted (face value Rs.5/- each)
    

    

    

    

  



* For Consolidated financials only.

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

Change in Nature of Business


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


Performance of the Company during FY 2025-26 Projects update:


During the year under review, the Company has won Road/Bridge Projects, on EPC basis
worth Rs.1,446.68 Crore, Water Project worth Rs.844.34 Crore, Power Project worth Rs.44.93
Crore, Railways Projects worth Rs.1,362.85 Crore, Smart Infra Projects worth Rs.1,594.16
Crore and Overseas Projects worth Rs.986.04 Crore, aggregating to Rs.6,279.00 Crore as
detailed below.


  

    
Name of the Project
    
Authority
    
Project Cost (Rs. In Crore) *
  
  

    
Roads/Bridges - Projects
    

    

  
  

    
Construction of Flyover Arm-1 Arm-2 at T Junction on Sion Panvel Highway
    Maharashtra Nagar in M/E Ward'. (Additional Scope)
    
Brihanmumbai Municipal Corporation (BMC)
    
402.81
  
  

    
Construction of Flyover connecting J.J. Bridge and Sitaram Selam Bridge (Y Bridge) at
    J. J. Road and Saboo Siddik Polytechnic Road Junction in “E” Ward - (As a Lead
    Member of Joint Venture with 51% stake)
    
Brihanmumbai Municipal Corporation (BMC)
    
531.13
  
  

    
Construction of proposed signature bridge connecting Jampore Sea Front roac near Light
    House to Devka Sea Front road at Parkota Sheri at Daman
    
l Public Works Dept. WD - I, Daman
    
307.71
  
  

    
Construction of H.L.R.C.C. Bridge (Total Length 2280 meter) over Rive Gandak with
    other Major Bridges in approach road between Fatehabad ii Paroo block & Chanchaliya in
    Saraiya Block in the district of Muzaffarpur on Engineering, Procurement &
    Construction (EPC) Mode - (As a Lead Membe of Joint Venture with 51% stake)
    
r Bihar Rajya Pul Nirman Nigam Limited r
    
205.03
  
  

    

    
Sub-Total (A)
    
1,446.68
  
  

    
Water Project
    

    

  
  

    
Mithi River Development and Pollution Control Project (Package III) Dr; Weather Flow
    Interception at Tidal Outfalls (including Gate Pumps), Transfe Sewer, Training of River,
    Service Road, Retaining Wall and Allied Works ant Operation & Maintenance for 10 (Ten)
    Years from CST Bridge Kurla to Mahin Causeway including Vakola River on Design, Build and
    Operate model.
    
Brihanmumbai Municipal r Corporation (BMC) l
    
844.34
  
  

    

    
Sub-Total (B)
    
844.34
  
  

    
Power Project
    

    

  
  

    
Construction of 220/132 Kv, 1x200 MVA and 132/33 Kv, 50 MVA GSS Nokhra (Dist -
    Bikaner) along with 33kv, 5.43 MVAR Capacitor Bank And Associated Bays Including Survey,
    Supply Of All Equipment's/Materials, Erection (Including Civil Works), Testing And
    Commissioning (Turnkey Project)
    
Rajasthan Rajya Vidyut Prasaran Nigam Limited
    
44.93
  
  

    

    
Sub-Total (C)
    
44.93
  
  

    
Railway Projects
    

    

  
  

    
Construction of Earth Work, Major Bridges, Minor Bridges, Rubs, P. Way Work and
    Miscellaneous Civil Works in Connection with Gauge Conversion Work from Pachora-Jamner (Approx.
    53.3 Km) Excluding Pachora Yard and Road Over Bridges for Central Railway.
    
Central Railway
    
482.09
  
  

    
North Western Railway, Jaipur Project - Up-gradation of existing Electric
    traction system from 1 x 25 kV to 2 x 25 kV along with modification of existing OHE for
    160 kmph
    
The President of India Acting through the CEE/Project/ NWR, North Western Railway,
    Jaipur.
    
423.69
  
  

    
North Western Railway, Ajmer Project - Up-gradation of existing Electric
    traction system from 1 x 25 kV to 2 x 25 kV along with modification of existing OHE for
    160 kmph few Sections of Ajmer Division of North Western Railway
    
The President of India Acting through the CEE/Project/ NWR, North Western Railway,
    Ajmer
    
457.07
  
  

    

    
Sub-Total (D)
    
1,362.85
  
  

    
Smart Infra Projects
    

    

  
  

    
Design, Implement, Operate and Maintain Intelligent Traffic Management System at
    various Circles in the state of Maharashtra - Nagpur
    
Motors Vehicles Department, Maharashtra
    
166.24
  
  

    
Design, Implement, Operate and Maintain Intelligent Traffic Management System at
    various Circles in the state of Maharashtra - Mumbai
    
Motors Vehicles Department, Maharashtra
    
269.27
  
  

    
Design, Implement, Operate and Maintain Intelligent Traffic Management System at
    various Circles in the state of Maharashtra - Pune
    
Motors Vehicles Department, Maharashtra
    
263.46
  
  

    
Design, Implement, Operate and Maintain Intelligent Traffic Management System at
    various Circles in the state of Maharashtra - Konkan & Western MH
    
Motors Vehicles Department, Maharashtra
    
291.36
  
  

    
Design, Implement, Operate and Maintain Intelligent Traffic Management System at
    various Circles in the state of Maharashtra - Marathwada
    
Motors Vehicles Department, Maharashtra
    
290.93
  
  

    
Design, Construction, Development, Operations and Maintenance of Automated Driving
    Test Tracks Centre for 2-Wheelers, Light Motor Vehicles and Heavy Commercial Vehicles
    for a period of 5 years at 17 Locations in the State of Maharashtra
    
Motors Vehicles Department, Maharashtra
    
179.96
  
  

    
Design, Construction, Development, Operations and Maintenance of Automated Driving
    Test Tracks Centre for 2-Wheelers, Light Motor Vehicles and Heavy Commercial Vehicles
    for a period of 5 years at 11 Locations in the State of Maharashtra
    
Motors Vehicles Department, Maharashtra
    
132.94
  
  

    

    
Sub-Total (E)
    
1,594.16
  
  

    
Overseas Projects
    

    

  
  

    
East Bank-East Coast Road - Guyana Linkage Project Phase 2 (Eccles to
    Providence)
    
Government of Guyana, Public Works Department
    
575.57
  
  

    
Upgrading of the Road from Nrowkia (Sasstown Jn) to Barclayville and Nrowkia (Sasstown
    Jn) to Sasstown and Part of Nrowkia (Sasstown Jn) to Nipleppo road Project in Republic of
    Liberia
    
Ministry of Public Works, Liberia
    
410.47
  
  

    

    
Sub-Total (F)
    
986.04
  
  

    

    
Grand Total
    
6,279.00
  



Other Updates:


• Ashoka Karadi Banwara Road Private Limited, has received an additional
Commercial Operation Date w.e.f. February 28, 2026 for its Hybrid Annuity Mode (HAM)
Project of National Highways Authority of India (“NHAI”) vide letter issued by
Independent Engineer on March 09, 2026, in addition to stretch of 41.61 KMs received
w.e.f. September 08, 2023, (First CoD) vide NHAI letter dated September 26, 2023, 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)” on Hybrid Annuity Mode.'
The SPV is already receiving annuity from NHAI effective September 08, 2023 and will
continue to receive the same.

• The Company achieved additional Commercial Operation Date (CoD) for 2.68 km
effective 07.03.2026, in its Tumkur-Shivamogga HAM project, taking the total completed
stretch to 52.885 km out of 53.315 km, for which a provisional completion certificate has
been received vide letter issued by Independent Engineer dated 09/03/2026. The project SPV
continues to be eligible for annuity payments from NHAI for a 15-year period from the
First CoD declared on September 08, 2023.

• The Company's wholly owned subsidiary, Ashoka Bowaichandi Guskara Road Private
Limited, achieved financial closure for its Hybrid Annuity Mode (HAM) project for
development of the Bowaichandi to Guskara- Katwa Road section of NH-116A in West Bengal,
with NHAI noting the financial close on June 02, 2025. The project, with a bid cost of
Rs.1,391 Crore (excluding GST), entails a construction period of 910 days followed by an
operation period of 15 years.

> The Company has received completion certificates for the following Projects of the
Company on EPC basis during the year under review.

• Development of Memmadpur (Ambala)-Banur (IT City Chowk)-Kharar (Chandigarh)
Corridor under Bharatmala Pariyojana - Package-II - Six laning of IT City Chowk to Kurali
Chandigarh Road;

• Widening/Improvement to 4 (four) Lane with Paved Shoulder for~33 KMs of Kwaram
Taro Village - Dillai Section of NH 29 in the State of Assam;

• Four laning of Parana to Mohania section of NH-319 (Old NH-30) in the State of
Bihar under Bharatmala Pariyojana Phase-I (Package II); and

• Construction of the Two/Four laning with paved shoulder of Govindpur (Rajgunj)-
Chas- West Bengal Border section of NH-32 in the state of Jharkhand.

• The Company mutually concluded and foreclosed its EPC contract for construction
of drinking water wells and supply units in Ivory Coast, originally awarded by Serneke
International Limited, Sweden, at a bid value of Euro 18.50 million. The contract was
formally closed on September 19, 2025, with no residual obligations or adverse financial
impact on the Company.

• The Company and Aakshya lnfra Projects Private Limited JV was awarded a Project
Viz. ‘Integrated Infrastructure Development of 20M & above wide Roads,
Construction of Various Major & Minor Structures (Viz. Flyover, Minor Bridges, VUPS,
PUPS etc.) And Allied Electrical Works (Street Light) in TPS - 10 & TPS-11 under NAINA
Project' (Project)” by City & Industrial Development Corporation of Maharashtra
Ltd. (CIDCO). However, later on CIDCO has instructed the Company not to perform activity
of any sort in respect of the said Project, in pursuance of the Order passed by the
Hon'ble High Court of Bombay for quashing the referred financial bid.

• Company and its material subsidiary viz. Ashoka Concessions Limited (“ACL”),
had entered into Securities Purchase Agreements (SPAs) 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.

Pursuant to above SPAs, the Company and ACL have transferred their entire stake in
following 5 out 11 SPVs to Epic Concesiones 2 Private Limited during the year under
review.

1) Ashoka Kharar Ludhiana Road Limited;

2) Ashoka Kandi Ramsanpalle Road Private Limited;

3) Ashoka Khairatunda Barwa Adda Road Private Limited;

4) Ashoka Ranastalam Anandapuram Road Limited; and

5) Ashoka Ankleshwar Manubar Expressway Private Limited

Stake in balance 6 SPVs will be transferred in tranches as and when the Conditions
Precedent are fulfilled.

• The Company and its material subsidiary viz. Ashoka Concessions Limited (“ACL”),
had entered into Securities Purchase Agreements (SPAs) and other transaction documents
with Maple Infrastructure Trust/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 Rs.2,539 Crore (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.

During the year under review, stake in all the 5 SPVs as referred above has been
transferred in full.

Consequently, above referred 10 Companies/SPVs have ceased to be subsidiary or step
down subsidiary of the Company during the year under review.

• 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 Rs.1,526 Crore (Rupees Fifteen Hundred and Twenty-Six Crore
only).

During the year under review, the Company acquired 3,40,000 equity shares of Rs.10/-
each held by Investors in Ashoka Concessions Limited (ACL) and post this acquisition, ACL
has become wholly owned subsidiary of the company.

Viva Highways Ltd., a wholly owned subsidiary of the Company acquired investments of
Investors i.e. 7,46,20,000 equity shares comprising 26% equity stake in Jaora Nayagaon
Toll Road Company Private Limited, at an aggregate consideration of Rs.150 Crore (Rupees
One Hundred and Fifty Crore only).

Further, Viva Highways Limited, a wholly Owned Subsidiary, has acquired 26% stake held
by Investors in Jaora-Nayagaon Toll Road Company Private Limited, thereby VHL increasing
its stake to 36.26% in Jaora-Nayagaon Toll Road Company Private Limited.

The Company and Viva Highways Limited, have also acquired Class A and Class B CCDs held
by Investors in ACL and given exit to the Investors from ACL.


> Credit Ratings



  

    
Long Term Rating (Cash Credit
    
ACUITE AA Stable Reaffirmed Removed from Rating Watch
  
  

    
Facilities)
    
CARE AA-/Continues to be on Rating Watch with Positive Implications
  
  

    
Short Term Rating (Bank Guarantees)
    
ACUITE A1+ Reaffirmed Removed from Rating Watch
  
  

    

    
CARE AA- Continues to be on Rating Watch with Positive Implications CARE A1+
    Reaffirmed
  
  

    

    
ACUITE A1+ Assigned
  
  

    
Commercial Papers
    
ICRA A1+ Reaffirmed
  


The Company has received awards and recognitions for its various Projects during the
year, which are mentioned in the Annual Report.


Future Outlook


The outlook for the Indian infrastructure and EPC sector remains positive, supported by
the Government of India's continued emphasis on infrastructure-led economic growth,
connectivity and capital expenditure. The roads & highways and Railway sectors are
expected to remain a key growth driver, with substantial opportunities emerging across
expressways, economic corridors, bridges, urban connectivity and multimodal
infrastructure. The Union Budget 2026-27 continues to provide strong support to the roads
and highways ecosystem, while NHAI's sustained project execution and sizeable construction
pipeline provide visibility for the EPC industry.

Going forward, opportunities are expected to broaden beyond conventional road EPC into
overseas opportunities, railways, power transmission and distribution, smart-city
infrastructure, intelligent traffic management, ADTT/IGR systems and renewable energy,
including solar projects. The Company's diversified capabilities and experience across
roads, highways, bridges, railways, power T&D, smart infrastructure, especially Urban
infrastructure received special attention, with targeted allocations for water supply,
green spaces, non-motorised transport and digital municipal services, position the Company
to participate in these emerging opportunities, reflecting the sector's evolving
opportunity landscape.

The Government's focus on PPP/HAM models, logistics efficiency, urbanisation and
digitalisation is expected to create additional opportunities for technically capable EPC
players. Monetary and financial conditions are also expected to remain supportive of
investment and economic activity, subject to the RBI's evolving assessment of inflation
and growth.

Against this backdrop, the Company remains focused on disciplined bidding, efficient
project execution, prudent working-capital management and selective diversification, while
leveraging its established EPC capabilities to pursue sustainable growth and create
long-term value for all stakeholders.


Capital Expenditure


As at March 31, 2026, the Gross value of Fixed Assets including Property Plant &
Equipment (PPE), Intangible Assets, CWIP and Right of use was Rs. 1,108.47 Crore and WDV
value is Rs.291.40 Crore. During the year, addition was Rs.84.34 Crore.


Share Capital


During the year under review, there is no change in the paid-up share capital of the
Company and the paid-up capital is stood at Rs.140.36 Crore as on march 31, 2026.

The Company has not issued any shares:

> with differential voting rights;

> By way of rights issue or Bonus Issue;

> By way of 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015,
amended from time to time (“Listing Regulations”/“SEBI LODR”).


Debt Securities


The Company has issued the following debt securities during the year under review:


  

    
Sr. No.
    
Debt Instrument
    
Date of issue
    
Amount (Rs. Crore)
    
Date of Redemption/ Maturity
  
  

    
1
    
CPs
    
26/06/2025
    
50.00
    
23/09/2025
  
  

    
2
    
CPs
    
24/09/2025
    
50.00
    
23/12/2025
  
  

    
3
    
CPs
    
23/12/2025
    
50.00
    
23/03/2026
  
  

    
4
    
CPs
    
30/12/2025
    
50.00
    
27/02/2026
  
  

    
5
    
CPs
    
16/02/2026
    
50.00
    
30/03/2026
  


All Commercial Papers issued were listed on the Wholesale Debt Market (WDM) Segment of
BSE Limited. The Company has fully repaid the principal together with interest accrued
thereon on the respective due dates, with no instances of default or delay.

Please also note that all the three (3) Series of NCDs issued during FY2024-25, of
Rs.100 Crore each, aggregating to Rs.300 Crore, had been redeemed fully without any delay,
along with interest, on due dates Viz. April 09, 2026, April 16, 2026 and April 23, 2026
respectively.


Dividend


The Board of Directors has not recommended any dividend for FY 2025-26, 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)

The amount of unclaimed dividend has been transferred to Investor Education Protection
Fund (“IEPF”), along with underlying equity shares, during the year as and when
due to be transferred.

The details of the same are available on the website of the Company at https://
www.ashokabuildcon.com/files/investors/
unpaid-unclaimed-divident/Unclaimed%20Dividends-IEPEpdf

There is no amount of unclaimed dividend and shares pending for transfer to IEPF, As on
March 31, 2026, as per provisions of Section 124 of the Act.


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 Act read with the Companies (Acceptance of
Deposits) Rules, 2014.


Borrowings


As on March 31, 2026, your Company's (Standalone) fund based facilities availed stood
at Rs.684 Crore and the nonfund based credit facilities availed stood at Rs.4,363.92 Crore
including LC and BG.


Committees


Your Company has in place the following Committees as mandated under the provisions of
the Act and SEBI LODR. The Company has duly constituted the following Committees in terms
of the provisions of the Act & SEBI LODR read with rules framed thereunder viz.

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 each Committee, 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.


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. The same are
accessible on https://www.ashokabuildcon.com/corporate-governance.php


Subsidiaries, Associates and Joint Ventures


The Company had 55 subsidiaries (including 4 material unlisted subsidiaries) and 6
Associates & Joint Ventures as on March 31, 2026.

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, the 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 or email to investors@ashokabuildcon.com.

During the year under review, Unique Hybrid Renewable Energy 6 Private Limited, Unique
Hybrid Renewable Energy 7 Private Limited, Unique Hybrid Renewable Energy 8 Private
Limited, Unique Hybrid Renewable Energy 9 Private Limited and Unique Hybrid Renewable
Energy 10 Private Limited were incorporated as wholly owned step-down subsidiaries of the
company. MRDP- III Development Limited was incorporated as an Associate wherein company
holds 26% stake.


Updates on Subsidiaries:


During the year under review, Viva Infrastructure Limited and Ashoka Infrastructure
Limited, wholly owned subsidiaries of the Company allotted 40,02,250 and 66,50,000 Equity
Shares of the Rs.10/- each fully paid respectively. The Shareholding of the Company
continued to be 100% in both these subsidiaries.

During the year under review, the Company has transferred its 51% stake in equity held
in Prakashmaan Renewable Energy Private Limited and as on March 31, 2026, the Company
holds 49% stake in said Company, making it Associate company.

During the year under review, the Company has transferred its entire stake held in the
following 100% subsidiaries to another wholly owned subsidiary Viz. Unique Hybrid
Renewables Private Limited and all the following subsidiaries have become step down
subsidiaries of the Company.

During the year under review, Unique Hybrid Renewables Private Limited, has transferred
its stake in the following subsidiaries to Ashoka Solar Energy Private Limited, another
wholly owned subsidiary of the Company.


  

    
Ashoka Renewable Energy 5 Private Limited
    
Ashoka Renewable Energy 3 Private Limited
  
  

    
Prakashmitra Solar Private Limited
    
Ashoka Rajasthan Renewable Energy 1 Private Limited
  
  

    
Unique Vidyutsutra Renewal Energy Private Limited
    
Ashoka Renewable Energy 1 Private Limited
  
  

    
Unique Hybrid Renewable Energy 1 Private Limited
    
Ashoka Renewable Energy 4 Private Limited
  
  

    
Unique Hybrid Renewable Energy 2 Private Limited
    
Ashoka Renewable Energy 2 Private Limited
  
  

    
Unique Hybrid Renewable Energy 5 Private Limited
    
Unique Hybrid Renewable Energy 3 Private Limited
  
  

    
Unique Hybrid Renewable Energy 6 Private Limited
    
Unique Hybrid Renewable Energy 4 Private Limited
  
  

    
Unique Hybrid Renewable Energy 7 Private Limited
    
Unique Hybrid Renewable Energy 9 Private Limited
  
  

    
Unique Hybrid Renewable Energy 8 Private Limited
    
Unique Hybrid Renewable Energy 10 Private Limited
  


All above subsidiaries are step down subsidiaries of the Company as on March 31, 2026.


Framework for Monitoring Subsidiary Companies


During the year under review, four (4) Subsidiaries were identified as material
unlisted subsidiaries of the Company, as per the Listing Regulations, basis audited
financial statements for FY 2024-25.


Details of Material unlisted subsidiaries during FY 2025-26



  

    
Name
    
Date & Place of incorporation
    
Name of Statutory Auditors
    
Date of Appointment
  
  

    
Ashoka Concessions Limited
    
05/04/2011
    
Price Waterhouse Chartered
    
30.09.2023
  
  

    

    
Nashik
    
Accountants LLP
    

  
  

    
Jaora-Nayagaon Toll Road Company Private Limited
    
10/07/2007
    
S R B C & Co. LLP
    
12.09.2023
  
  

    

    
Indore
    

    

  
  

    
Viva Highways Limited
    
16/08/2001
    
Pravin R. Rathi & Associates
    
20.09.2022
  
  

    

    
Hyderabad
    

    

  
  

    
GVR Ashoka Chennai ORR Limited
    
23/07/2013
    
M/s. R. Subramanian and
    
30.09.2022
  
  

    

    
Chennai
    
Company LLP
    

  


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 unlisted
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, 2026.

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, pursuant
to which, 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
FY2025-26 of material unlisted subsidiaries viz. Ashoka Concessions Limited, Viva Highways
Limited, Jaora-Nayagaon Toll Road Company Private Limited, and GVR Ashoka Chennai ORR
Limited are annexed herewith and also available on the website of the Company at
https://www.ashokabuildcon.com/ files/investors/financial-info/Annexure%20Vpdf

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

As on April 01, 2026, pursuant to the provisions of SEBI LODR and based on audited
financial statements for the year ended March 31, 2026, Viva Highways Limited and
Jaora-Nayagaon Toll Road Company Private Limited, are only considered as material unlisted
subsidiaries of the Company, based on Net Worth, for FY2026-27; whereas Ashoka Concessions
Limited and GVR Ashoka Chennai ORR Limited have ceased to become material unlisted
subsidiaries for FY2026-27, based on audited financial statements for FY2025-26.

None of Viva Highways Limited and Jaora-Nayagaon Toll Road Company Private Limited,
need appointment of Nominee Independent Director of the Company on its Board of Directors
as the net worth of these material unlisted subsidiaries does not exceed 20% of the
consolidated net worth of the Company as on March 31, 2026.

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 its website and the same can be accessed
through https://www.ashokabuildcon.com/files/investors/
corporate-governance/ABL_ASCR_FY25_26_25052026_ 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 and is also available on the web link at
https://www.ashokabuildcon.com/
files/investors/corporate-governance/Remuneration%20Policy. pdf


Directors and Key Managerial Personnel


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, 2026 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 08, 2026 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, Ms. Shilpa Hiran (DIN: 09045534), has been re-appointed as the
Independent Director of the Company for the 2nd term of 5 consecutive years
w.e.f. February 01, 2026. The approval of the members has been obtained by way of Postal
Ballot, the results of which were declared on March 08, 2026 vide a special resolution.

Mr. Sanjay Londhe (DIN:00112604) and Mr. Ashish Kataria (DIN:00580763) retire by
rotation at the ensuing annual general meeting and being eligible, offer himself
themselves for reappointment.

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.

Further, in recognition of the great contributions by Mr. Sanjay Londhe (DIN: 00112604)
and Mr. Ashish Kataria (DIN: 00580763) for the continuous business growth of the Company,
have been re-designated as Joint Managing Director(s) of the Company with effect from
August 11, 2026, without any change in their existing terms and conditions of the
respective appointment of and the remuneration payable to Mr. Sanjay Londhe and Mr. Ashish
Kataria.

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


Independent directors


All the Independent Directors have submitted declarations confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013
& Schedule IV thereto and Regulation 16(1)(b) of the Listing Regulations. The
Independent Directors have also confirmed compliance with the provisions relating to
independence specified under the applicable laws and regulations.

Based on the declarations received from the Independent Directors and after undertaking
an assessment of the veracity of such declarations, the Board is of the opinion that all
Independent Directors possess the requisite integrity, expertise and experience and
fulfill the conditions of independence prescribed under the Act and the Listing
Regulations. The Board further confirms that the Independent Directors are independent of
the management and are not aware of any circumstances or situations that may impair or
impact their ability to discharge their duties with objective and independent judgment, In
terms of Regulation 25(8) of Listing Regulations.

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.

None of the Independent Directors has any material pecuniary relationship or
transaction with the Company, its Promoters, Directors, Senior Management or its
subsidiaries that could affect their independence of judgment.

None of the Independent Directors of the Company has resigned, during the year, before
the expiry of their tenure and hence disclosure of detailed reasons for their resignations
are not applicable.


Re-appointment of Independent Director:


During the year, Ms. Shilpa Hiran (DIN: 09045534), vide special resolution, has been
re-appointed as an Independent Director of the Company for the 2nd term of 5
consecutive years w.e.f. February 01, 2026. The approval of the members was obtained by
way of Postal Ballot, the results of which were declared on March 08, 2026.

The Company has issued formal letters of appointment to all Independent Directors
setting out the terms and conditions of their appointment, duties, responsibilities and
expected time commitments in accordance with the provisions of the Companies Act, 2013 and
the Listing Regulations. The terms and conditions of 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


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 31, 2026. 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


During the year under review, five (5) Meetings of the Board of Directors were held.
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 Act.


Directors' Responsibility Statement


Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, 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, 2026, 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, 2026 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 2025-26; 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 2025-26.


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 34th 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 Act 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
2025-26 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 professional tax.


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


b. 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 a period of 5 consecutive
years from FY 2025-26. The Secretarial Audit Report is annexed as Annexure II to
the Board's Report.

There are no observations/adverse remarks or qualifications in the Secretarial Audit
Report for FY2025-26 except the following.


Remark: Delay in filing of few E-forms with the Ministry of Corporate Affairs in
few instances in respect of which the Company paid the additional fee and complied with
the requirement


Reply: There was delay in submission of few e-Forms due to inadvertence and
technical issues. The said forms had been submitted with additional fees and regularized
the compliance. The necessary precautions and steps have been taken to ensure that no such
delays happen in future.


c. Internal Auditors


M/s Suresh Surana & Co. LLP, Chartered Accountants, Mumbai and M/s. Hiran Surana
& Associate LLP, Chartered Accountants, Nashik, had been appointed as Joint Internal
Auditors of the Company for FY2025-26 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
FY2026-27.


d. Cost Auditors


Your Company is maintaining the cost records as specified by the Central Government
under sub-section (1) of Section 148 of the Act 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 FY2025-26.

The Board has proposed the appointment of M/s S. R. Bhargave & Co., Cost
Accountants, as the Cost Auditors of the Company for FY2026-27 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 2026-27 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 FY2026-27.


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 established a robust internal control framework commensurate with the
size, scale, and nature of its operations. These controls are designed to ensure the
economical acquisition and optimal utilization of assets, safeguard assets against
unauthorized use, loss, or disposition, and ensure that all transactions are appropriately
authorized, accurately recorded, and properly reported.

The Company maintains a dedicated legal compliance function to ensure adherence to all
applicable legal, statutory, and regulatory requirements. In line with the provisions of
the Companies Act, the Company has implemented a comprehensive legal compliance program to
ensure the existence and effective operation of an adequate compliance management system.

The internal control framework is further strengthened through well-documented policies
and procedures. Internal audits of various functions and departments are conducted in
accordance with the annual audit plan by joint internal auditors, who periodically submit
their observations and recommendations to the Management and the Audit Committee of the
Board. The Company also considers the observations and views of the statutory auditors in
assessing the adequacy and effectiveness of its internal control systems and implementing
necessary improvements.

The Company's project sites are integrated through the SAP ERP system, facilitating
standardized processes, enhanced monitoring, and effective control mechanisms. The
Management continuously reviews the internal control and compliance framework and
undertakes necessary enhancements to ensure its ongoing effectiveness, efficiency, and
alignment with evolving business and regulatory requirements.


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


The Company has established and implemented a comprehensive process-driven framework
for Internal Financial Controls (“IFC”) in accordance with the requirements of
Section 134(5)(e) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies
(Accounts) Rules, 2014. The framework is designed to provide reasonable assurance
regarding the effectiveness of controls over operations, financial reporting, and
compliance with applicable laws and regulations.

The Company has documented policies, standard operating procedures, and control
mechanisms covering its financial and operational processes. These policies and procedures
are reviewed and updated periodically to reflect evolving business requirements and
regulatory developments. Compliance with the established controls is monitored through the
internal audit function in accordance with the approved annual audit plan, and the Company
continues to align its processes and controls with recognized best practices.

The Company maintains its books of account through the SAP ERP system, which
incorporates robust transactional controls to ensure appropriate segregation of duties,
defined approval hierarchies, and maintenance of supporting documentation. The ERP
systems, standard operating procedures, and both automated and manual controls are
regularly reviewed by the Management to ensure their continued effectiveness.

The Company has in place adequate Internal Financial Controls with reference to its
Financial Statements, commensurate with the size, scale, and complexity of its operations.
Independent audit firms have been appointed as Internal Auditors to evaluate the adequacy
and effectiveness of the internal control environment and provide recommendations for
continuous improvement.

To strengthen governance and ensure the orderly and efficient conduct of business, the
Board has adopted various policies, including the Policy on Determination of Material
Subsidiaries, Policy on Determination of Materiality of Events or Information, Whistle
Blower Policy, Related Party Transactions Policy, Insider Trading Prevention Policy,
Policy on Prevention of Sexual Harassment at Workplace, Corporate Social Responsibility
Policy, Nomination and Remuneration Policy, Risk Management Policy, Dividend Distribution
Policy, and other applicable policies and procedures. These frameworks support the
safeguarding of assets, prevention and detection of frauds and errors, maintenance of
accurate and complete accounting records, and timely preparation of reliable financial
information.

The Audit Committee of the Board regularly reviews the adequacy and effectiveness of
the internal control and financial reporting framework and recommends measures for its
further strengthening. The Company also has a robust Management Information System (MIS),
which forms an integral part of its overall control and monitoring mechanism.


Those Charged with Governance (“TCWG”)


During the year under review, in line with the requirements of the Companies Act, 2013,
Standards on Auditing and guidance issued by the National Financial Reporting Authority
(NFRA), the Company formalised a structured framework for engagement with Those
Charged with Governance (“TCWG”).



This initiative reflects the Company's commitment to best-in-class governance
practices, ensuring that critical audit matters, strategic decisions, risk areas and
regulatory developments are deliberated in a timely and structured manner.

The TCWG framework has been established to institutionalise robust, transparent and
continuous twoway communication between the Board, Audit Committee, Management and
Statutory Auditors, thereby enhancing audit quality, strengthening financial reporting
oversight and reinforcing investor confidence.


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.48,629/- to the
Investor Education and Protection Fund established by the Central Government (IEPF). The
said amount represents Interim Dividend FY 2017-18 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 27,867
underlying shares has from time to time been transferred to IEPF as detailed in the
following table:


  

    
Sr. No. Particulars
    
Amount transferred to IEPF
    
No. of Underlying Shares transferred to IEPF
  
  

    
1 Interim Dividend FY 2012-13
    
15,568
    
712
  
  

    
2 Final Dividend FY 2012-13
    
14,926
    
71
  
  

    
3 Interim Dividend FY 2013-14
    
23,635
    
1,076
  
  

    
4 Final Dividend FY 2013-14
    
15,608
    
7
  
  

    
5 Interim Dividend FY 2014-15
    
70,202
    
1,025
  
  

    
6 Final Dividend FY 2014-15
    
20,899
    
894
  
  

    
7 1st Interim Dividend FY 2015-16
    
71,473
    
1,779
  
  

    
8 2nd Interim Dividend FY 2015-16
    
52,124
    
1,759
  
  

    
9 Interim Dividend FY 2016-17
    
64,248
    
8,265
  
  

    
10 Final Dividend FY 2016-17
    
73,152
    
7,252
  
  

    
11 Interim Dividend FY 2017-18
    
48,629
    
5,027
  
  

    
Total
    
4,70,464
    
27,867
  



TRANSFER OF SHARES TO IEPF


As required under Section 124 of the Act, 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


In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the
Company has adopted a structured Familiarization Programme for its Independent Directors.
The programme is designed to enable Independent Directors to gain a comprehensive
understanding of the Company's business, industry, operations, governance framework, and
regulatory environment, thereby facilitating informed participation in Board and Committee
deliberations and effective discharge of their duties and responsibilities.

The Company firmly believes that a well-informed and engaged Board is essential for
promoting effective corporate governance, protecting stakeholder interests, and creating
sustainable longterm value. Accordingly, the Familiarization Programme is structured as a
continuous process rather than a one-time induction exercise.

Upon appointment, Independent Directors are provided with an induction programme
covering, inter alia:

• Their roles, responsibilities, rights, duties, and obligations under the
Companies Act, 2013, SEBI Listing Regulations, and other applicable laws and regulatory
requirements;

• The Company's organizational structure, business model, operational footprint,
products and services, strategic objectives, and key performance drivers;

• Industry dynamics, market developments, competitive landscape, and emerging
opportunities and challenges;

• Corporate governance practices, Board processes, Code of Conduct, ethical
standards, and policies adopted by the Company;

• Risk management framework, internal financial controls, compliance management
systems, internal audit processes, and sustainability initiatives; and

• Recent regulatory developments, amendments to applicable laws, and emerging
governance and disclosure requirements.

As part of the ongoing familiarization process, the Company regularly organizes
interactions between Independent Directors and members of the senior management team,
including business and functional heads. These sessions include detailed presentations and
discussions on the Company's business performance, financial results, strategic
initiatives, operational developments, risk management practices, technology and digital
initiatives, and other significant developments impacting the Company's business.

Independent Directors are also encouraged to engage directly with the management team
to gain deeper insights into specific business areas and provide guidance on strategic,
operational, governance, and risk-related matters. Such interactions enable them to remain
updated on the Company's evolving business environment and contribute effectively to the
Board's decision making process.

Further, periodic updates on regulatory changes, corporate governance developments,
industry trends, and emerging risks are provided during Board and Committee meetings to
ensure that Independent Directors remain well-informed of matters relevant to the
Company's business and governance framework.

The details of the Familiarization Programme imparted to Independent Directors during
the financial year, including the number of programmes attended and cumulative hours spent
by Independent Directors, are disclosed in the Corporate Governance Report forming part of
this Annual Report and are also available on the Company's website at
https://www.ashokabuildcon.com/files/investors/corporate- governance
/Familiarisation%20Programme-2526.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 Policy)


Pursuant to Regulation 25(10) of the Listing Regulations, the Company has taken the
Directors and Officers Liability Insurance Policy (“D&O 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 Company recognizes that effective succession planning is a key element of sound
corporate governance and is essential for ensuring leadership continuity, organizational
stability, and long-term value creation. In accordance with Regulation 17(4) of the
Listing Regulations, the Board has established an appropriate succession planning
framework for Directors, Key Managerial Personnel (“KMPs”), and Senior
Management Personnel.

The Nomination and Remuneration Committee (“NRC”) plays a pivotal role
in overseeing succession planning and periodically reviews the leadership pipeline to
ensure the availability of qualified and capable talent for critical positions. The
Committee evaluates potential candidates based on their competencies, experience,
leadership capabilities, performance, integrity, and alignment with the Company's
strategic objectives and values.

The Company's succession planning process focuses on identifying and developing
high-potential talent through structured leadership development initiatives, mentoring,
capability enhancement programmes, and career progression opportunities. The framework is
designed to facilitate orderly transitions in leadership roles while ensuring continuity
of business operations and preservation of institutional knowledge.

In addition, the Company maintains contingency and emergency succession plans for key
positions to mitigate potential disruptions arising from unforeseen events. The Board and
the NRC periodically review the effectiveness of the succession planning framework and
assess emerging leadership requirements in light of the Company's growth strategy,
business environment, and evolving regulatory landscape.

The Company remains committed to maintaining a balanced leadership structure that
combines continuity, diversity of thought, professional expertise, and independent
oversight. Through its succession planning initiatives, the Company seeks to ensure
sustained organizational resilience, effective governance, and the continued creation of
value for all stakeholders.


Disclosure on confirmation on the Secretarial Standards


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. Your Directors confirm that the Secretarial Standards issued by the
ICSI have been duly complied with.


Related party transactions


All Related Party Transactions (RPTs) entered into during the financial year under
review were in compliance with the applicable provisions of the Companies Act, 2013, the
rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Requisite prior approvals or ratifications from the Audit Committee,
the Board of Directors, and the Shareholders, where applicable, were duly obtained in
accordance with law. The Policy on Related Party Transactions, periodically reviewed by
the Board, is available on the Company's website.

RPT Policy, which is reviewed periodically is uploaded on the website at https://
www.ashokabuildcon.com/files/investors/ corporate-governance/Related%20party
%20Transactions%20 Policy.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 Listing Regulations. 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 under review, the Company did not enter into any material
transactions with related parties, including Promoters and Key Managerial Personnel, which
were in potential conflict with the broader interests of the Company. All related party
transactions were entered into in the ordinary course of business and at arm's length.
Accordingly statement under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2,
is attached herewith as Annexure II and forms an integral part of this Report.


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


The particulars of loans given, investments made, guarantees given, and securities
provided under the provisions of Section 186 of the Companies Act, 2013, are set out in
Note No. 42 to the Standalone Financial Statements. As the Company qualifies as an
“Infrastructure Company” under the Act, it is exempt from the restrictions under
Section 186 regarding loans, guarantees, and investments, except for the provisions of
Section 186(1).


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 2026 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 Act, 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.

In compliance with the amendments in the various provisions of the Act 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 2025-26, the CSR Committee approved the Budget for CSR activities as per working
of net profit under section 198 of the Act and an amount required to be spent of Rs.6.92
Crore has been spent in full, during FY 2025-26 and there is no unspent CSR amount up to
and including FY 2025-26.

Pursuant to Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Chief Financial Officer has issued a certificate dated May 21, 2026, confirming
that the funds disbursed for Corporate Social Responsibility (CSR) activities during FY
2025-26 were fully utilized in accordance with the CSR budget and the implementation plan
approved by the Board of Directors. The annual report on CSR activities for the financial
year ended March 31, 2026, including the composition of the CSR Committee, is annexed as Annexure
III to this Report.


Policy on prevention of sexual harassment


The Company is committed to providing and maintaining a safe, secure, inclusive, and
respectful work environment that promotes equality, dignity, and mutual respect for all
employees. In accordance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the
Rules framed thereunder, the Company has adopted a comprehensive Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at Workplace.

The Policy reflects the Company's zero-tolerance approach towards any form of sexual
harassment and aims to ensure a workplace free from harassment, discrimination,
intimidation, and retaliation. It provides a robust framework for prevention, prohibition,
reporting, investigation, and redressal of complaints relating to sexual harassment and
seeks to promote a culture of trust, respect, and accountability across the organization.

The Company has constituted an Internal Complaints Committee (“ICC ”)
at its workplaces in compliance with the requirements of the POSH Act. The ICC is
empowered to receive, inquire into, and redress complaints of sexual harassment in a fair,
impartial, confidential, and time-bound manner. The composition of the ICC is in
accordance with the statutory requirements prescribed under the POSH Act and the Rules
made thereunder.

The Policy extends protection to all eligible women employees and covers regular,
temporary, contractual, trainee, apprentice, probationary, consultant, and third-party
personnel, including employees of vendors, service providers, and visitors who may be
present at the workplace. The Company also recognizes the importance of ensuring a
respectful and safe working environment in all forms of work arrangements, including
remote and hybrid work settings, wherever applicable.

To strengthen awareness and promote a culture of prevention, the Company conducts
periodic sensitization, awareness, and training programmes for employees and members of
the ICC. Such programmes are aimed at educating stakeholders on the provisions of the POSH
Act, their rights and responsibilities, acceptable workplace behaviour, and the mechanisms
available for reporting and redressal of grievances.

The Company remains committed to ensuring strict compliance with the POSH Act and
continuously reviews its policies and practices to reinforce a workplace culture founded
on dignity, respect, inclusivity, and equal opportunity for all.


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 2025-26, 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 lakh
  
  

    
Foreign Currency Earnings
    
39,393.33
  
  

    
Foreign Exchange Outgo
    
11,930.59
  



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 Act 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, 2026, 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, 2026, 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 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-Rule%205(2).pdf

In terms of Section 136 of the Act, 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 of

Rs.1.04 Crore during FY2025-26 from Ashoka Concessions Limited, a wholly owned
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 - its Criteria and process


Pursuant to the provisions of the Companies Act, 2013, the Rules made thereunder, the
Listing Regulations, and the Company's Nomination and Remuneration Policy, the Board has
established a robust framework for the annual evaluation of its performance, as well as
that of its Committees, individual Directors and Chairperson of the Board.

During the financial year under review, the Board carried out a comprehensive annual
performance evaluation of the Board as a whole, its Committees, the Chairperson, Executive
Directors, and Independent Directors. The evaluation process was designed to assess the
effectiveness of the Board's functioning, governance practices, strategic oversight, and
contribution towards achieving the Company's objectives while creating long-term
sustainable value.

The Nomination and Remuneration Committee (“NRC”) oversees the evaluation
process and reviews the criteria, methodology, and effectiveness of the performance
evaluation framework from time to time. The evaluation was conducted through assessment
mechanism, which included confidential questionnaires, self-assessments, peer reviews, and
feedback from Directors, as considered appropriate.

The evaluation criteria, inter alia, covered the following aspects:

• Composition, diversity, and effectiveness of the Board and its Committees;

• Quality of strategic guidance and business;

• Effectiveness of risk management, internal controls, compliance, and governance
frameworks;

• Board processes, quality and timeliness of information flow, and decision-making
effectiveness;

• Oversight of financial reporting, stakeholder engagement, and succession
planning;

• Participation, attendance, preparedness, and contribution of Directors during
Board and Committee meetings;

• Skills, expertise, experience, independence of judgment, and ability to
constructively challenge management;

• Leadership and guidance provided by the Chairperson in fostering an open,
inclusive, and effective Board culture.

In accordance with the requirements of the Companies Act, 2013 and Schedule IV thereto,
the Independent Directors held a separate meeting during the year, without the presence of
Non-Independent Directors and members of Management, to review the performance of the
Chairperson, Non-Independent Directors, and the Board as a whole, and to assess the
quality, quantity, and timeliness of information flow between the Management and the
Board.

The performance evaluation of the Independent Directors was carried out by the entire
Board, excluding the Director being evaluated. For the above evaluation, the Board members
completed questionnaires providing feedback on different parameters as already stated
above including on performance of Board/Committees/Directors, engagement levels,
independence of judgment and other criteria. Similarly, the performance of individual
Directors and Board Committees was evaluated by the Board after considering the
recommendations and observations of the Nomination and Remuneration Committee, wherever
applicable.

The outcome of the evaluation was reviewed by the NRC and the Board. The assessment
indicated that the Board, its Committees, and individual Directors continued to operate
effectively and demonstrated an appropriate mix of skills, experience, expertise,
independence, and diversity required to discharge their responsibilities efficiently. The
evaluation process also provided valuable insights for enhancing Board effectiveness,
strengthening governance practices, and supporting continuous improvement in the Company's
leadership and oversight framework.


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 Listing Regulations, 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.

> Voluntary revision of Financial Statements or Board's Report;

> Managing Director and Whole-time Directors received Commission from the Company
within a regulatory limits of the Company Act, 2013 but Neither the Managing Director nor
the Whole-time Directors of the Company received any remuneration or commission from any
of its subsidiaries, except Mr. Ashish Kataria, Whole-time Director, who received the
remuneration from Ashoka Concessions Limited, a subsidiary of the Company;

> Issue of shares (including sweat equity shares) to employees of the Company or
under any ESOP 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.

> There were no applications made or any proceedings pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year.

> The Company was not in receipt of any loan amount from any Director of the
Company.

> There was no instance of onetime settlement with any Bank or Financial
Institution.


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


The Board of Directors places on record its sincere gratitude and appreciation to all
stakeholders, including shareholders, lenders, banks, financial institutions, investors,
credit rating agencies, customers, suppliers, vendors, consultants, business associates,
joint venture partners and other stakeholders for their continued trust, support and
cooperation extended to the Company.

The Board also acknowledges with gratitude the valuable guidance, assistance and
support received from various regulatory and statutory authorities, including the National
Highways Authority of India, State Road Development Corporations, State Power Distribution
Corporations, the Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of
India Limited, Securities and Exchange Board of India, Depositories, and other Central,
State and local government authorities. The Board values their continued guidance and
cooperation in supporting the Company's operations and growth.

The Directors also place on record their deep appreciation for the commitment,
dedication and contributions of all employees. The Company's continued progress,
resilience and achievements are driven by the collective efforts of its workforce, whose
professionalism, innovation and commitment to excellence remain integral to the Company's
long-term success and sustainable value creation.


  

    

    
For and on behalf of the Board of Directors of
  
  

    

    
Ashoka Buildcon Limited
  
  

    

    
Sd/-
  
  

    

    
(ASHOK KATARIYA)
  
  

    
Place: Mumbai
    
Chairman
  
  

    
Date: August 11, 2026
    
(DIN: 00112240)