Afcons Infrastructure Ltd

Dear Members,

Your Directors take pleasure in presenting the Forty-Ninth (49^th) Annual Report of the Company, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2025 ("year under review").

1. FINANCIAL RESULTS

The summary of the financial results of the Company for the year under review are as follows:

2. OPERATIONS AND BUSINESS PERFORMANCE

The details of the Company's affairs, including its Operations and Business Performance are detailed below:

(a) Standalone Results

Your Company has achieved total income of Rs 12,966.66 Crores for the year compared to the previous year's Rs 13,285.34 Crores showing decrease of 2.40%. The Profit before Tax for the year was ' 809.30 Crores compared to ' 664.94 Crores in the previous year resulting in increase of 21.71%. The Profit after Tax for the year was Rs 586.13 Crores compared to Rs 442.12 Crores in the previous year resulting in an increase by 32.57%.

(b) Consolidated Results

Your Company achieved total income of Rs 13,022.77 Crores for the year compared to the previous year's Rs 13,646.88 Crores showing decrease of 4.57%. The EBIDTA for the year was Rs 1,661.80 Crores compared to Rs 1,583.14 Crores in the previous year resulting in an increase by

4.97%. The Consolidated Profit before Tax for the year was Rs 710.01 Crores compared to ' 672.62 Crores in the previous year resulting in an increase of 5.56%. The Consolidated Profit after Tax for the year was Rs 486.79 Crores compared to Rs 449.76 Crores in the previous year resulting in an increase by 8.23%.

During the year, the Company, on a Consolidated basis, bagged new orders valued around Rs 15,960 Crores. The pending order book of the Company as on 31^st March 2025 stood at Rs 36,869 Crores (excluding L1 Projects of '10,628 Crores).

(c) Transfer to General Reserve

During the year under review, your Company has not transferred any amounts to the General reserve. For complete details on movement in Reserves and Surplus during the financial year ended 31^st March, 2025, please refer to the 'Statement of Changes in Equity' included in the standalone and consolidated financial statements of this Annual Report.

i. Rehabilitation & Improvement of Water Supply System in Zanzibar- LOT 2 at Tanzania of Zanzibar Water Authority.

ii. Construction of Single Standard Gauge Railway line from Tema to Akosombo on Engineering Procurement and Construction (EPC) Basis of Ghana Railway Development Authority.

iii. Construction of elevated viaduct and 9 Nos. elevated station, Phase I of Kanpur, Uttar Pradesh of Lucknow Metro Rail Corporation Limited.

iv. Design and construction of an underground section from Howrah Maidan station to west end of central Station for Kolkata Metro Rail Corporation Ltd.

v. Design and Construction of Elevated Viaduct of length 2.607 km between Gaddigodam to Sitabuldi (excluding stations) and railway span near Gaddigodam, viaduct and road cum rail flyover (double decker) of length 4.065 km including approach ramps on BOQ basis (excluding stations) in Reach-2, Nagpur of Maharashtra Metro Rail Corporation Limited.

vi. Design, Development, Operation & Maintenance of Smart Streets and elevated Smart Corridor including Beautification of Streets, Streetscape Design, Landscaping and intersection Redesign in Tirupati under Smart Cities mission of Tirupati Smart City Corporation.

i. Construction of 150.6 M high concrete gravity dam and appurtenant works across river Gola of Jamrani dam project in district Nainital, Uttarakhand for Uttarakhand Project Development and Construction Corporation Limited of Rs 2,021.99 Crores.

ii. Construction of Four Lane Bridge across Dharamtar Creek with Approaches connecting Revas to Karanja on Revas- Redi Coastal Highway (MSH-04) in Raigad, Maharashtra on EPC Mode for Maharashtra State Road Development Corporation

Limited (MSRDC) of Rs 2,478.42 Crores.

iii. Construction of water conveyance tunnel from Kasheli (Bhiwandi) to Mulund (Octroi Naka) for Brihanmumbai Municipal Corporation (BMC) of Rs 1,947.35 Crores.

iv. Design & Construction of Elevated Road from NH4 to Katai Naka, Thane, Maharashtra for Mumbai Metropolitan Region Development Authority (MMRDA) of Rs 1,981.17 Crores.

v. Design & Construction of Creek Bridge from Kasarvadavli Thane to Kharbav Bhiwandi, Thane, Maharashtra for Mumbai Metropolitan Region Development Authority (MMRDA)of Rs 1,525.31 Crores.

vi. Design and Build Contract for Development of Container terminal at Tuna Tekra, Kandla, Gujarat, India [Package-!] for Hindustan Gateway Container Terminal Kandla Private Limited of Rs 1,283 Crores.

vii. Civil works including HM works for construction of 130.6m high Concrete gravity Dam across river Song of Song Dam project, Dehradun, Uttarakhand for Uttarakhand Project Development and Construction Corporation Limited of '1,274 Crores.

viii. BH05 part Design of Construction of elevated viaduct 12.9 km and depot line 0.9 km 13 stations for Bhopal Metro Rail Project for Madhya Pradesh Metro Rail Corporation Limited (MPMRCL) of Rs 1,006.74 Crores.

ix. Infrastructure work on EPC basis in India for Defence Research and Development Organisation (DRDO) of Rs 919.10 Crores.

x. Design and Construction of Elevated Viaduct and 10 Elevated Stations (excluding architectural finishes, building services, link bridges and entry-exit structure from chainage +60 m to chainage + 10640 m. of Phase II for Kochi Metro Rail Limited of Rs 967 Crores.

xi. EPC project of a Multi-Purpose Quay & Direct Shipping Ore (DSO) Harbour at Buchanan, Liberia for ArcelorMittal Liberia Limited of Rs 557 Crores.

xii. Civil Works of "Module factory for Train 2, Box culvert and FW pump house, Stilling basin, Kirloskar yard development, FW tank, Pipe rack & Pipe bridge and 33kva cable trench" at PV factory, Civil works for Effluent Treatment Plant, Civil works for "Sub-Station Building (2 Nos.), Horton sphere foundation" at Polysilicon Plant, UG piping fabrication & laying including associated civil work for Train-! (5 GW), Mechanical Works of Offsite and Utilities of Train 1, PV Manufacturing Complex, Reliance, Jamnagar for Reliance Industries Limited of Rs 369.12 Crores.

i. Construction of Nagpur - Gondia Access Controlled Super Communication Expressway in the State of Maharashtra on EPC Mode - Package NG-01 from km 0+000 Gavasi Tq. Nagpur (Rural) to km 29+400 Chanoda Tq. Kuhi Dist. Nagpur for Maharashtra State Road Development Corporation Ltd.of Rs 2,599 Crores.

ii. Construction of Nagpur - Gondia Access Controlled Super Communication Expressway in the State of Maharashtra on EPC Mode - Package NG-02 from km 29+400 Chanoda Tq. Kuhi Dist. Nagpur to km 58+850 Thana Tq. Dist. Bhandara for Maharashtra State Road Development Corporation Ltd of '2,849 Crore.

iii. Construction of Access Controlled Pune Ring Road (East) in the State of Maharashtra on EPC Mode Package PRR E5 from Km.72+335 Valati, Taluka Haveli to Km.81+900 Sonori, Taluka Purandar, District Pune (Length- 9.565Km) for Maharashtra State Road Development Corporation Ltd. of Rs 2,718.50 Crores.

iv. Construction of Access Controlled Pune Ring Road (East) in the State of Maharashtra on EPC Mode Package PRR E7 from Km.97.900 Garade, Taluka Purandar to Km.104.140 Shivhare, Taluka Bhor, District Pune (Length- 6.240Km) for Maharashtra State Road Development Corporation Ltd. of Rs 2,068.70 Crores.

v. Water Supply Project for 353 Villages (Chikhli, Simalwara, Jhonthary & Galiyakot Block) of District Dungarpur of Rajasthan, from Kadana Back Water (Mahi Dam) Package-0! (Intake well, WTP and including entire transmission system up to OHSR's) under JJM with Operation and Maintenance for Ten (!0) Years after Defect Liability Period of One (!) Year, for Public Health Engineering Department (PHED) Rajasthan to be executed through AFCONS-HINDUSTAN JV of Rs 393 Crores.

During the year under review, the Company made an Initial Public Offering ('IPO') aggregating to Rs 5,430 Crores comprising of 11,73,27,139 equity shares. The issue comprised of a fresh issue of 2,70,46,362 equity shares aggregating to IPO proceeds of Rs 1,250 Crores (i.e. face value of Rs 10 per share and securities premium of '409/- on 5,10,592 equity shares allotted under employee reservation and '453/- per share on 2,65,35,770 equity shares allotted to others) and an Offer for Sale ("OFS") of 9,02,80,777 equity shares aggregating to proceeds of Rs 4,180 Crores (i.e. face value of Rs 10 each per share and share premium of Rs 453/- per share). Pursuant to the IPO, equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) (Stock Exchanges) on 4^th November, 2024.

The net proceeds of IPO have been partially utilised during FY 2024-25, in line with the objects of the offer. The details of the utilisation of issue proceeds of the IPO are submitted to Stock Exchanges on a quarterly basis and are available on their websites. As on 31^st March, 2025, there was no deviation in utilisation of the issue proceeds from the objects stated in offer documents and submitted to Stock Exchanges.

The Company's share of total offer expenses are Rs 35.37 Crores. The details of IPO proceeds ' !,250 Crores (net of IPO expenses of Rs 35.37 Crores) which were utilised as at 31^st March, 2025 are summarised in table below.

As at 31^st March, 2025, Authorised Share Capital of the Company is Rs 1750 Crores divided into 100,00,00,000 equity shares of Rs 10/- each aggregating to Rs 1000,00,00,000/- (Rupees One Thousand Crores only) and 75,00,00,000 Preference shares of Rs 10/- each aggregating to Rs 750,00,00,000/- (Rupees Seven Hundred and Fifty Crores only).

During Financial Year ("FY") 2024-25, pursuant to the fresh issues of equity shares under IPO, the Issued, Subscribed and Paid-up Equity share capital of the Company was increased by Rs 27,04,63,620/- resulting in a total paid-up share capital of Rs 3,67,78,46,310/- as on 31^st March, 2025.

During the year under review, your Company has not issued any shares with differential rights, sweat equity shares and /or Preference shares.

During the year under review, in connection with the IPO of the Company, the Board of Directors via circular resolution approved on 31^st July, 2024 has identified Mr. Shapoorji Pallonji Mistry, Mr. Firoz Cyrus Mistry and Mr. Zahan Cyrus Mistry as the Promoters of the

Company, with effect from 31^st July, 2024, in addition to the existing Promoters namely, Shapoorji Pallonji and Company Private Limited, Goswami Infratech Private Limited and Floreat Investments Limited.

The Directors are pleased to recommend a Dividend of Rs 2.50/- per equity share of face value of Rs 10/- each (25%) for the financial year ended 31^st March, 2025 on paid-up share capital of the Company. The Dividend is subject to the approval of the Members at the 49^th Annual General Meeting. The dividend of Rs 2.50/- per equity share of Rs 10/- each will result in dividend outlay of Rs 91.95 Crores. In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company shall make the payment of the dividend after deduction of tax at source.

Dividend is subject to approval of members at the ensuing Annual General Meeting ("AGM") and deduction of income tax at source. The dividend, if approved by the members, would be paid to those members whose name appear in the Register of Members as on the Record Date mentioned in the Notice convening the AGM. The Dividend payment is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board of Directors of the Company which is in line with regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015

("SEBI Listing Regulations"). There was no change in Dividend Distribution Policy during the year under review. The Policy is uploaded on the Company's website at www.afcons.com/sites/default/files/2024-12/ dividend—dstribution-policy-revised 0.pdf.

a. During the Year under review, the Company issued Commercial Papers amounting to Rs 75 Crores matured and the same were repaid on 24^th December, 2024.

b. The Company has not defaulted on the payment of any dues to the financial lenders.

c. During the year, Crisil Ratings Limited ("CRISIL") has assigned long term rating of Crisil AA-/ Stable for the total Bank-loan facilities of the Company and has assigned rating of Crisil A1 + for commercial paper. Pursuant to the aforesaid rating by CRISIL, your Company had requested ICRA (erstwhile Credit Rating Agency) to withdraw their rating for Company's Bank loan facilities as well as Commercial Paper. In this connection, rating rationale dated March 31, 2025 was published by ICRA towards withdrawal of their credit rating for the Company's commercial paper.

d. During the year under review, the Company has not accepted or renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposit) Rules, 2014. The requisite return for the FY 2024-25, with respect to the amount(s) not considered as deposit has been filed. Hence, the details relating to unclaimed deposits as required to be furnished in compliance with Chapter V of the Act are not applicable.

(a) During the year under review:

(i) The Company, in joint venture with local saudi partner, and has incorporated Subsidiary in the Kingdom of Saudi Arabia in the name of Afcons Contracting Company. The commercial registration was received on 1^st August, 2024. The Company has subscribed to 9000 (90%) equity shares of SAR 100 each of Afcons Contracting Company.

(ii) Afcons Overseas Singapore Pte. Ltd., a Subsidiary of the Company, became a

Wholly Owned Subsidiary of the Company consequent to the acquisition of the balance 500 (0.99%) Ordinary Shares.

(iii) The Company is in the process of closing down Afcons Infra Projects Kazakhstan LLP, a step down entity of the Company in the Republic of Kazakhstan.

(iv) Pursuant to the completion of Bangladesh project, Ircon Afcons Joint Venture was wound up on 30^th September, 2024.

(b) During the FY 2024-25, the Company has 12 Subsidiaries (including foreign and step-down subsidiaries), 1 Joint Venture Company and 15 unincorporated Joint Ventures (Joint Operations) [including Ircon-Afcons Joint Venture upto 30^th September, 2024].

(c) Pursuant to the provisions of section 129 of the Act and other applicable provisions, if any, of the Act read with Rule 5 of Companies (Accounts) Rules, 2014 a separate statement containing salient features of the financial statements of the Company's Subsidiaries, Associate company and joint venture in Form AOC-1 is annexed to the Financial Statement of the Company.

(d) The Consolidated Financial Statements presented by the Company include financial statement of the Subsidiaries, Associate Company (i.e. Joint Venture Company) and Joint Ventures (Joint Operations) prepared in accordance with the applicable accounting standards.

(e) In accordance with Section 136 of the Act and the Rules framed thereunder, the Audited Financial Statement, including the Standalone and Consolidated Financial Statements and the related information of the Company as well as the Audited Financial Statement of the Subsidiary Companies, are available on the website of the Company at https://www.afcons.com/en/annual-report.

(f) The Audited Financial Statement of the Subsidiary Companies are not attached with the Financial Statements of the Company. The Company will make available the Financial Statements of the Subsidiary Companies and the related information to any Member of the Company who may be interest in obtaining the same.

(g) The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the SEBI Listing Regulations and the same is placed on the Company's website at https://www.afcons.com/ en/policies-of-company. As at 31^st March, 2025, Afcons Singapore Pte. Ltd. is material Subsidiary of the Company.

(h) There are no material changes in the nature of business of the Company or any of its Subsidiaries, Associate Company (i.e. Joint Venture Company) and Joint Ventures (Jointly Control Operations).

During the year under review, Link Intime India Private Limited, Registrar and Share Transfer Agent ("RTA") of the Company has changed its name to 'MUFG Intime India Private Limited' ("MI I PL") with effect from 31^st December 2024. MIIPL is now the RTA of the Company.

Your Company, being a value driven organisation, believes in coherent and self-regulatory approach in the conduct of its business to achieve the highest levels of good corporate governance practices.

In terms of Regulation 34 of the SEBI Listing Regulations, the Corporate Governance Report, together with a certificate from M/s. Parikh Parekh & Associates, Practicing Company Secretary (ICSI Firm Registration Number P1987MH010000) confirming compliance with the Corporate Governance are set out and forms part of this Annual Report.

As per Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms part of this Annual Report.

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") on initiatives taken from environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and is also available on the Company's website https://www.afcons.com/en/ annual-report.

The Company is committed to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical. The Company has framed Corporate Social Responsibility (CSR) Policy. The Company has amended the CSR Policy vide board meeting dated 20^th March 2025. The policy is available on the website of the Company at https://www.afcons.com/en/policies-of-company.

Pursuant to the provision of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and based on the average net profit of the Company, determined as per the provision of the Act, and after taking into consideration the excess CSR spending of the previous years which was available to the Company for set-off, the Company was required to undertake CSR expenditure of Rs 3.74 Crores on CSR activities during the period under review. Against this, the Company has spent '2.84 Crores during the period under review and the unspent amount of Rs 0.90 Crores related to the ongoing CSR project activities of the Company which is expected to be completed in the next 3 financial years and the same been deposited in a separate unspent CSR bank account opened with a scheduled bank before the due date, thereby complying with the requirements of Section 135 of the Act.

The detailed report on the CSR activities is annexed as "Annexure I" and forms part of this Report.

The Board of the Company is duly constituted in accordance with the requirements of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations.

i. Your Board comprises of 10 Directors (i.e., 3 Executive Directors, 5 Independent Directors and 2 Non-Executive Non-Independent Directors).

ii. Mr. Subramanian Krishnamurthy, Executive Vice Chairman, Mr. Srinivasan Paramasivan, Managing Director, Mr. Giridhar Rajagopalan, Deputy Managing Director, Mr. Ramesh Kumar Jha, Chief Financial Officer and Mr. Gaurang Parekh, Company Secretary are the Key Managerial Personnel ("KMPs") as per provisions of the Act. There has been no change in KMP during the year under review.

iii. Pursuant to the recommendation of the

Board of Directors, the Members at the (48^th) AGM held on 13^th August, 2024 have regularised the appointment of Mr. Sitaram Kunte (DIN: 02670899), Mr. Anurag Sachan (DIN: 08197908), Ms. Rukhshana Mistry

(DIN: 08398795), Mr. Atul Sobti (DIN: 06715578) and Mr. Cherag Balsara (DIN: 07030974) as Independent Directors of the Company, not liable to retire by rotation for a term of 5 (five) consequent years.

iv. Mr. Giridhar Rajagopalan's term as a Whole-time Director designated as Deputy Managing Director of the Company expires on 30^th June, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended his re-appointment for a tenure of Two (2) years commencing from 1^st July, 2025 to 30^th June, 2027. A resolution seeking Members approval for his re-appointment forms part of the Notice of the 49^th AGM.

v. Mr. Subramanian Krishnamurthy, (DIN: 00047592), Executive Vice Chairman of the Company and Mr. Srinivasan Paramasivan (DIN: 00058445), Managing Director of the Company are liable to retire by rotation at the ensuing 49^th AGM of the Company and being eligible, offer themselves for re-appointment. The Board of Directors, based on the recommendation of Nomination and Remuneration Committee, has recommended their re-appointment.

vi. Information as required under the Act and the Secretarial Standards on General Meeting ("SS-2") issued by the Institute of Company Secretaries of India, in respect of appointment of Directors seeking appointment / reappointment at this AGM is disclosed in the Notice of the said AGM.

In terms of the provisions of sub-section (3) of Section 178 of the Act and SEBI Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Nomination and Remuneration Policy dealing with the criteria for determining the qualification, positive attributes, independence and other matters for the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. Further

the assessment and appointment of the members to the Board is based on a combination of criteria that includes personal and professional stature, domain expertise and specific qualifications required for the position. The potential independent board member is also assessed on the basis of independence criteria as per Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The said Policy is available on the Company's website i.e. https://www.afcons.com/en/policies-of-company. The remuneration paid to the Directors of the Company is as per the terms laid out in the Nomination and Remuneration Policy.

During the year under the review, in compliance with the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of the Board, Committees of the Board, the Individual Directors and the Chairman of the Company. The evaluation was carried out through system driven structured questionnaire taking into consideration various aspects of the Board's functioning and discharge of fiduciary duties by the Board, time devoted by the Board to the Company's long term strategic issues, quality and transparency of Board discussions, timeliness of the information flow between Board members and management, Board's effectiveness in disseminating information to shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

The Independent Directors meet at least once in a year. During the year under review, one (1) meeting of Independent Directors was held on 10^th March, 2025, without the presence of Executive Directors or Management representatives, whereat the Independent Directors reviewed the performance of the Board of Directors as whole, performance of the Non-Independent Directors (both Non-executive and Executive) and performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and also assessed the quality, quantity and timeliness of the flow of information between the Company's Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform its duties.

The Company has received declaration of independence, as stipulated under section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, from all the Independent Directors confirming that he/ she:

i) meet the criteria of independence as prescribed under Section 149(6) of the Act and under Regulation 16(1)(b) of the SEBI Listing Regulations;

ii) continues to comply with the Code of Conduct laid down under Schedule IV of the Act;

iii) is registered in the Independent Director's Databank maintained by Indian Institute of Corporate Affairs (IICA); and

iv) has in terms of section 150 of the Act read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules 2014, undertaken / exempted from undertaking the online proficiency self-assessment test conducted by the IICA.

Further, pursuant to Section 164(2) of the Act, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director. Also, your Board is of the opinion that the Independent Directors of the Company possess integrity, requisite expertise, experience and proficiency and the details thereof are given in the Corporate Governance Report.

Accordingly, based on the declarations received from all Independent Directors, the Board has confirmed that Independent Directors of your Company fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of management.

Your Company issued formal letter of appointment to the Independent Directors at the time of their appointment. The terms and conditions of the appointment of Independent Directors are available on the Company's website at https://www.afcons.com/ en/reg-46-of-lodr.

The prescribed particulars of the employees and disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as "Annexure II". During the year, the Company had 3892 (Previous Year 4041) permanent employees.

The statement containing particulars of top 10 employees and particulars of employees as required

under Section 197(12) of the of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report. In terms of sub-section (1) of Section 136 of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection by any Member interested in obtaining a copy of the same may write to the Company at secretarial@afcons.com.

Information as required to be given under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in "Annexure III" forming part of this Board Report.

During the period under review, ten (10) meetings of the Board of Directors were held during the FY 202425. The details of the meetings of the Board, are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations.

In compliance with the provisions of the Act read with Rules framed thereunder and the SEBI Listing Regulations, your Board has constituted requisite Committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholder's Relationship Committee, Corporate Social Responsibility and Sustainability Committee, Risk Management Committee and Committee of Directors. The Company had also constituted IPO Committee and Committee of Independent Directors, for matters related to Initial Public Offering of the Company which stands dissolved with effect from 23^rd November, 2024.

The composition of all such Committees, number of Meetings held during the year under review, brief terms of reference, etc. are given in details in the Corporate Governance Report which forms part of this Annual Report. The minutes of the meetings of all Committees are circulated to the Board for discussion and noting.

During the year under review, all recommendations of the Committees were accepted by the Board.

Pursuant to the requirement under section 134 of the Act, your Directors hereby state and confirm that:

a. In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

b. They 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 31^st March, 2025 and of the profit of the Company for that period;

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

d. They had prepared the annual accounts on a going concern basis;

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

Pursuant to the Listing of the Company and in terms of Regulation 25(7) of the SEBI Listing Regulations, the details of familiarisation programme for the Independent Directors are mentioned in Corporate Governance Report which forms part of this Report and the said details are also hosted on the website of the Company at https://www.afcons.com/en/policies-of- company.

Pursuant to Regulation 25(10) of the SEBI Listing Regulations, the Company has taken the Directors and Officers Liability Insurance ('D&O Insurance') policy for all the Directors including Independent Directors of the

Company for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty, or breach of trust for which they may be guilty in relation to the Company.

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

The Company firmly believes that the pursuit of excellence is one of the most critical components for a competitive success. With Quality, Health, Safety & Environment being an essential part of the Company's policy, it strives to deliver services by maintaining the highest level of Quality, Health, and Safety & Environmental Standards.

The policy of the Company is to conduct its construction business through an established Quality, Health, Safety & Environmental (QHSE) Management System, which aims to achieve customer satisfaction and, in the process, a continual improvement of Company's competencies and competitiveness.

The Company is certified for ISO 9001:2015 for Quality management System, ISO 14001:2015 & ISO 45001:2018 for Occupational Health Safety & Environment Management System. All the three systems are well established, documented, implemented, and maintained across the Company.

The Company has a commendable record in terms of safety at our various project sites and has received awards as well as appreciation letters from our clients, which are detailed below:

i. International Safety Awards by British Safety

Council (BSC) for following projects:

• Mokamma Railway Bridge Project: Distinction

• Delhi Meerut RRTS, NCRTC - PKG-8: Merit

ii. International Safety Awards (SILVER Category) by Royal Society for the Prevention of Accident (RoSPA) Health and safety award for Delhi Meerut - NCRTC RRTS PKG: 6

i. Safety Shield for excellence in Safety by National safety council (NSC) awarded to Liberia project.

ii. National Safety Rating - Star Award 2024 by NSC for the following Projects -

a. Liberia - Five Golden Star Safety rating award

b. Maldives - Four Golden Star Safety rating award

c. Bangalore Metro - Four Golden Star Safety rating award

d. Lonavala - Three Golden Star rating award

e. RVNL-Kolkata - Three Golden Star rating award

f. Kochi - Three Golden Star rating award

g. Koshi Bridge - Three Golden Star rating award

h. Bhanupali Bilaspur Beri Rail project - Three Golden Star rating award

iii. Agra UG Metro Project awarded with" Long

Term Planned Intervention Safety Culture Transformation Award in Construction

Sector" 9^th Annual BBS Conference with IIM Mumbai (Supported by NSC India).

iv. ICC Champions Trophy for Environment

Excellence by Indian Chambers of Commerce Kolkata to MAHSR-C2 Project.

v. ICC Environment Excellence Gold Award by Indian Chambers of Commerce Kolkata to Agra UG Metro Rail Project.

vi. 3^rd CII Northern Region Green Practices awards waste management champion by Confederation of Indian Industry (CII Awards) to following projects:

a. NCRTC Package - 8

b. Kanpur Metro Rail Project

c. DMCR DC-05

vii. Agra UG Metro Project (4562) won the National HSE Excellence Award 2024 in 'Large Enterprise - Construction Sector' category in Global Safety Summit 2024 (GSS) at the 12^th World Safety Summit organized by Fire & Safety Forum in association with United Nations Global Compact Network India.

viii. Construction OHSE Excellence award from World safety Organisation (WSO) - National Office for following projects:

a. UG Metro KNPCC package: 6

b. Bhanupali, Bilaspur & Beri New Rail line, Package: 4

c. Delhi Meerut - NCRTC Pkg: 6

d. Jaipur Metro UG Package - 1C

ix. Environment Excellence award (Silver) from World Safety Organization (WSO) to Bangalore Metro Rail Project.

x. Railway Safety Excellence award to MAHSR C-2 from World Safety Organization (WSO)

xi. ICC -Silver award for Environment Excellence by Indian Chambers of Commerce Kolkata to UG Metro KNPCC 06, Kanpur

xii. India Green Award for the following Projects :

a. NCRTC Package 8: The Green Innovation

b. Kanpur Metro Rail Project: The Green Excellency Award in Environment Management Metro Project

c. DMRC DC-05: The Green Commercial Project of the year.

These milestones are the reflections of the strict HSE standards followed at the worksite and the commitment of AFCONS management towards Quality, Health, and Safety & Environment.

During the year under review, the Company and its Management has received several awards and recognitions, some of which are detailed below:

Afcons won award at the 15^th CIDC Vishwakarma Awards in New Delhi on 4^th April, 2024. The Nagpur Metro Reach-2 project won the award in the Best Construction Projects category.

Ahmedabad Elevated Metro project won the Best Sustainability Project Award at the Bharat CSR & Sustainability Summit & Awards 2024. The Bharat CSR & Sustainability Summit & Awards 2024 is a prestigious gathering of professionals, thought leaders, and innovators in the field of CSR & Sustainability, exploring the latest trends, knowledge sharing, and celebrating excellence.

Managing Director Ms. S. Paramasivan has been honoured with India's Impactful Infra Leader Award at the Times Now India Infra Transformation Summit 2024. The summit, themed "Future- Ready Infrastructure: Roadmap to India 2047".

Afcons won NDTV InfraShakti Award 2024 in the 'Transport Trailblazer' category for the construction of the Chenab Railway Bridge Project in Jammu and Kashmir. The award acknowledges Afcons' phenomenal achievement in constructing the bridge in one of the most isolated, challenging, and sensitive areas of the country, providing a critical link to the Udhampur-Srinagar-Baramulla Rail Link project.

Afcons won the Ambition Box Employee Choice Award 2024 (ABECA). It has been ranked in top 3 construction companies in 'Mid-Sized Companies category'. ABECA is India's largest employee choice awards and recognises companies prioritising employee well-being and promoting a supportive workplace culture.

Afcons was declared as the Second-fastest Growing Construction Company in the Ultra Large Category at the Construction World Global Awards 2024. The Company was also awarded for its position in ENR's top 150 international contractors for 2024.

Afcons won the 'Atal Shastra Markenomy - BEST Private Sector Global INFRA Construction Enterprise of INDIA' Award at the 9^th Atal Shastra Markenomy Awards 2024.

Afcons won two prestigious awards at the ET Infra Leadership Summit and Awards, held in New Delhi on 13^th December, 2024. The East-West Metro, Kolkata, received the award for Excellence in Transportation Infrastructure - Railways, while the Maharashtra Samruddhi Mahamarg PKG-14 secured the award for Excellence in Transportation Infrastructure - Roads & Highways.

Chenab Railway Bridge project received the Iconic Project of the Year Award at the Construction Times Awards 2024, held at the prestigious BAUMA CONEXPO in Greater Noida.

Delhi-Meerut RRTS PKG-8 project won the Outstanding Tunnel Structure award at the 3^rd CE & CR Awards 2024, held in New Delhi.

i. Deloitte Haskins & Sells LLP Chartered Accountants (ICAI Firm Registration No.117366W/W-100018) ("DHS") have been appointed as one of the Joint Statutory Auditors of the Company for a first term of five years effective from the Forty- Sixth (46^th) AGM held on 29^th September, 2022 till the conclusion of the Fifty-First (51^st) AGM to be held in the calendar year 2027. DHS have provided their respective consents, certificates and declarations as required under Section 139 and 141 of the Act and Companies (Audit and Auditors) Rules, 2014.

ii. HDS & Associates LLP Chartered Accountants (ICAI registration no. W100144) ("HDS") have been appointed as one of the Joint Statutory Auditors of the Company for a second term of five years effective from the Forty-Fifth (45^th) AGM held on 27^th September, 2021 till the conclusion of the Fiftieth (50^th) AGM to be held in the calendar year 2026. HDS have provided their respective consents, certificates and declarations as required under Section 139 and 141 of the Act and Companies (Audit and Auditors) Rules, 2014.

iii. DHS and HDS being the Joint Statutory Auditors of the Company, have conducted Statutory Audit of the Standalone and Consolidated Financial Statement of the Company for the Financial Year 2024-25.

iv. The Audited Standalone and Consolidated Financial Statements of the Company for FY 2024-25 along with the Auditors report have been approved by the Audit Committee and the Board of Directors of the Company at their respective meetings held on 23^rd May, 2025. The Statutory Auditor's Report for FY 2024-25 does not contain any qualification, reservations or adverse remarks. The Notes on the Financial Statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Pursuant to section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Parikh Parekh & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2024-25. The Report of the Secretarial Auditor is enclosed as "Annexure IV" to this Board Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare and maintain cost records and have the cost records audited by a Cost Accountant and accordingly, as per the recommendation of the Audit Committee, the Board of Directors at its meeting held on 14^th June, 2024, appointed M/s. Kishore Bhatia & Associates (Firm Registration No. 00294), a Firm of Cost Accountants as the Cost Auditor of the Company for FY 2024-25 for maintaining such cost accounts and records. The Report of the Cost Auditors for the financial year ended 31^st March, 2025 shall be filed with the Ministry of Corporate Affairs within the prescribed period.

Further, the Board at its meeting held on 23^rd May, 2025, on the recommendation of the Audit Committee, has appointed M/s. Kishore Bhatia & Associates (Firm Registration No. 00294), a Firm of Cost Accountants as the Cost Auditor of the Company for FY 2025-26 under Section 148 and all other applicable provisions of the Act at a remuneration of Rs 3,00,000/- plus applicable taxes and out of pocket expenses at actuals. The Cost Auditor has confirmed that their appointment is within the limits of Section 141 (3)(g) of the Act and they are free from disqualifications as specified under Section 148(3) read with Section 141(4) of the Act. They have further confirmed their independent status and an arm's length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the Members at the General Meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration of M/s. Kishore Bhatia & Associates (Firm Registration No. 00294) FY 2025-26 is included in the Notice convening the AGM.

None of the Auditors of the Company has identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act during the year under review.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with applicable Secretarial Standards.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under section 133 and other applicable provisions, if any, of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company's internal financial controls ensure the reliability of data and financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

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

Pursuant to the provisions of Section 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") and other applicable provisions, if any, the Company is required to transfer the amount of unclaimed/unpaid dividend lying with the Company to Investor Education and Protection Fund ("IEPF") established by the Central Government. Also, the shares in respect of which dividend is unclaimed for 7 consecutive years, is required to be transferred to IEPF Authority.

The Company has been regularly sending communications to the Shareholders whose dividends are unclaimed, requesting them to provide/update bank details with the Registrar and Transfer Agent ("RTA")/ Company, so that the dividends paid by the Company are credited to their account in time. Also, all efforts have been made by the Company in co-ordination with the RTA to locate the shareholders who have not claimed their dividend.

Despite several reminders sent to the shareholders vide registered post at their registered postal addresses and through newspaper advertisements calling upon the shareholders to claim their unclaimed dividends, 34 shareholders did not claim dividend aggregating to Rs 37,870/- (Rupees Thirty-Seven Thousand Eight Hundred Seventy only) for FY 2017-18, which remained unclaimed for seven years as on 14^th April, 2025. Accordingly, the said unclaimed dividend of Rs 37,870/- has been transferred to IEPF Authority.

Further, during the period under review, 3 shareholders holding a total of 480 equity shares (constituting a negligible percentage of the total equity shareholding) did not claim dividend for seven consecutive years from the financial year 2017-18. Accordingly, the unclaimed dividend of Rs 37,870/- (Rupees Thirty Seven Thousand Eight Hundred Seventy only) and 480 equity shares have been transferred to IEPF Authority.

Members who have not yet received/claimed their dividend entitlements are requested to contact the Company or the RTA of the Company. Members can claim from IEPF Authority their dividend entitlements and/or shares transferred to IEPF by following the required procedure and on submission of such documents as prescribed under the IEPF Rules.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March 2025, are set out in Notes to the financial statements of the Company.

All contracts / arrangements / transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on an arm's length basis. The Audit Committee has reviewed and approved the said related party transactions during the FY 2024-25. The Company has not entered into any contract/ arrangement/ transaction with related parties that could be considered material in accordance with its policy on materiality of related party transactions or that is required to be reported under Section 134(3)(h) of the Act. Accordingly, Form AOC-2 is not applicable to the Company.

The Company has obtained prior omnibus approval for related party transactions which were of repetitive in nature and entered in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large.

A statement giving details of all related party transactions, is placed before the Audit Committee for review on a quarterly basis.

The details of transactions/contracts/arrangements entered into by the Company with Related Parties during the year under review are set out in the Note. 35 of the Standalone Financial Statements and Note. 34 of the Consolidated Financial Statements, respectively forming part of this Annual Report.

During the year under review, the Company revised its Policy on dealing with Related Party Transactions in accordance with the amendments to applicable provisions of law/SEBI Listing Regulations.

The Company's Policy on dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: https://www. afcons.com/en/policies-of-company.

Pursuant to the provisions of Section 134(3)(a) and section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31^st March 2025 in Form MGT - 7, is available on the website of the Company at https://www.afcons.com/en/annual- report. The Annual Return for the financial year ended 31^st March, 2025 shall be filed with the Ministry of Corporate Affairs within the prescribed period.

The Company has a Vigil Mechanism Policy/Whistle Blower Policy and has established the necessary vigil mechanism, as envisaged under sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of SEBI Listing Regulations to provide a channel to the directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the business ethics of the Company or the leak of UPSI.

The Policy provides for protecting confidentiality of those reporting violation(s) as well as evidence submitted and restricts any discriminatory practices against complainants. The Policy also provides for adequate safeguards and protection against victimisation of persons who avail such mechanism. The Policy also facilitates direct access to the Chairperson of the Audit Committee. The Policy can be accessed on the Company's website at https://www. afcons.com/en/policies-of-company.

The Company is a global infrastructure major engaged in Engineering, Procurement and Construction ("EPC") business and is exposed to various risks in the areas it operates. In a fast changing and dynamic business environment, the risk of geo-political and economic uncertainties, commodity price variation and currency fluctuation, interest rate fluctuation and cyber threats have increased manifold. The Company's Risk Management Policy outlines guidelines in identification, assessment, measurement, monitoring, mitigating and reporting of key business risks associated with the activities conducted. The risk management mechanism forms an integral part of the business planning and review cycle of the Company. The Company has formulated and implemented a Risk Management Policy which is available on the website of the Company at https://www.afcons.com/en/policies-of-company. The policy is designed to provide reasonable assurance towards achievement of its goals by integrating management control into daily operations, ensuring compliance with legal and safeguarding the integrity of the Company's financial reporting and the related disclosures.

The Company has a mechanism in place to inform the Risk Management Committee and the Board members about risk assessment, minimisation procedures and periodical review thereof. The Risk Management Committee of the Company inter alia reviews Risk Management functions of the Company and ensures appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

The Committee periodically validates, evaluates and monitors key risks and reviews the measures taken for risk management and mitigation. The key business risks faced by the Company and the various mitigation measures taken by the Company are detailed in the Management Discussion and Analysis section which forms a part of this Annual Report.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy for protection of the rights of Women at Workplace. An Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy and the Policy is gender neutral.

The Company provides an equal employment opportunity and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. The Company periodically conducts sessions for employees across the organisation to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

The necessary disclosure in terms of requirements of SEBI Listing Regulations in this regard is given below:

a. No. of complaints filed during the Financial Year : NIL

b. No. of complaints disposed off during the Financial Year:NIL

c. No. of complaints pending as on end of Financial Year:NIL

a) 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:

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

• Buyback of shares.

• Scheme of provision of money for the purchase of Company's own shares by employees or by trustees for the benefit of employees.

• Employee Stock Options Scheme.

• Invitation or Acceptance of fixed deposit from public or shareholders.

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

• Neither the Managing Director nor the WholeTime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

c) During the year under review, there is no change in the business activity of the Company.

d) There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

e) During the year under review, no application was made or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code).

f) During the year under review, there has been no instance of one time settlement with Banks or financial institutions, hence the disclosure relating to the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof is not applicable.

The Company has appointed Mr. Gaurang Parekh, Company Secretary as the Nodal Officer for the purpose of verification of claims filed with the IEPF Authority in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company https://www.afcons.com/en/ investor-services.

During the year under review, no significant / material orders were passed / received by the regulators or the Courts or the Tribunals impacting the going concern status and the Company's operations in future.

Subject to the applicable provisions of the Act, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the Members. A member shall be entitled to request for physical copy of any such documents.

Your Directors take this opportunity to thank all the government and regulatory authorities, financial institutions, banks, auditors JV Partners, Consortium Partners, customers, vendors, suppliers, subcontractors and all other stakeholders for their valuable continuous support.

The Directors wish to place on record its sincere appreciation for the committed and loyal services rendered by the Company's executives, staff and workers. Your Directors also would like to particularly thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.