Afcons Infrastructure Ltd

Dear Members,

Your Directors are pleased to present the Forty-Seventh Annual Report together with the Audited Financial Statements for the financial year ended 31^st March 2023.

1. FINANCIAL RESULTS

2. OPERATIONS

(a) Standalone Results

Your Company has achieved total income of 12,683.50 Crores for the year compared to the previous year's 10,792.51 Crores showing increase of 17.52%. The Profitbefore Tax for the year was 623.02 Crores compared to 283.04 Crores in the previous year resulting in increase of 120.12%. The Profit after Tax for the year was 409.67 Crores compared to 259.30 Crores in the previous year resulting in an increase by 57.99%.

(b) Consolidated Results

Your Company achieved total income of 12,844.09 Crores for the year compared to the previous year's 11,269.54 Crores showing an increase of 13.97%. The EBIDTA for the year was 1,373.80 Crores compared to 1,068.59 Crores in the previous year resulting in an increase by 28.56%. The Consolidated Profit before Tax for the year was 599.08 Crores compared to

406.55 Crores in the previous year resulting in an increase of 47.36%. The Consolidated Profit after Tax for the year was

410.86 Crores compared to 357.60 Crores in the previous year resulting in an increase by 14.89%. All intercompany transactions are netted out at the time of consolidation and hence, the profits and revenues are reduced to that extent.

Your Company's Order book as on 31^st March, 2023 stood at 30,406 Crores.

(c) 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.

(d) During the year under review, the following major works were completed: i. Replacement of Superstructure of Existing 5.575 Km Long 4 lane M G Setu over Ganga River, Bihar, of Government of India MoRT&H awarded to the joint venture of the Company with OJSAC Sibmost. ii. Construction, completion and maintenance of roads, bridges, rainwater and sewage and other services to parts of Sheikh Jaber Al-Ahmad Al-Sabah road including adjacent sectors of the 6th ring road and King Fahd bin Abdul Aziz road, Kuwait of Ministry of Public works, State of Kuwait. iii. Engineering, Procurement, Supply and Construction of Dry Bulk Cargo Terminal Works for Phase 1 & 2 at San Pedro, Ivory Coast of Terminal Industrial Polyvalent de San Pedro (TIPSP) awarded to Afcons Overseas Singapore Pte. Ltd. (subsidiary of the Company). iv. Construction of River Training and Embankment Works, Phuentsholing, Township development Project (PTDP), Bhutan of Construction Development Corporation Limited (CDCL) Trimphu, Bhutan. v. Early works project at Buchanan, Liberia of Arcelor Mittal Liberia Limited.

vi. Provision of civil works for Construction of Outfitting cum trials jetty at SBC(V), Visakhapatnam. vii. Construction of balance works in Seven numbers Elevated Metro Stations including E&M works and PD area balance works excluding viaduct in Reach-2 of Nagpur Metro Rail Project. viii. Completion of Balance Works for Rehabilitation of the Chalinze Water Treatment Plant, Supply and Installation of Secondary and Tertiary Distribution Network and Construction of Reservoirs in Chalinze Village, Zanzibar of Zanzibar Water Authority awarded to the joint venture of the Company & Vijeta Projects & Infrastructures Limited. ix. Design, Procurement, Supply, and Construction of Vehicular Underpass at Reliance, Jamnagar between Reliance Greens

(Township) and Refinery Complex over SH-25 of Reliance Industries Limited, Jamnagar.

(e) During the year under review, the Company has secured/bagged the following major Contracts: i. EPC works for construction and commissioning of Water Supply Schemes at Kilwa- Masoko and Nanyumbu Towns - Package 02, at Tanzania of The Permanent Secretary, Ministry of Water, awarded to Afcons Infrastructure Ltd and Vijeta Projects and Infrastructures Ltd JV, of which Company share is 269 Crores. ii. Construction, testing and commissioning of Water supply schemes at Kayanga, Chato and Geita Town-Package 06, at Tanzania of The Permanent Secretary, Ministry of Water, awarded to Afcons Infrastructure Ltd and Vijeta Projects and Infrastructures Ltd JV, of which Company share is 741 Crores. iii. EPC contract of the By-Pass Road for the new Liberville International Airport located in Republic of Gabon of Gabon Special Economic Zone Airport SA being executed through Afcons Construction Mideast LLC (wholly owned subsidiary of the Company) of 274 Crores. iv. EPC Contract relating to the Airside and Landside Infrastructure of the new Libreville International Airport located in the Republic of Gabon for Gabon Special Economic Zone Airport SA being executed through Afcons Construction Mideast LLC (wholly owned subsidiary of the Company) of 441 Crores. v. Upgrading of the drinking water supply in Gueyo and its Surrounding area Lot 1 in Ivory Coast for L'Office National de I'Eau Potable (ONEP) of 278 Crores. vi. Turnkey execution of Basania Multipurpose Dam Project (84m high) - 100 MW Power House, Switchyard and Pressurised piped distribution network including 3 nos. pumphouse works to irrigate Culturable Command Are of 8780 Ha with SCADA full automation etc. complete in all respect at Dist. Mandla, Madhya Pradesh for Narmada Valley Development Authority, Govt. of Madhya Pradesh awarded to Afcons – Hindustan JV, of which Company share is 1,676 Crores. vii. Shipping agreement for transportation of Rock for Breakwater at Chhara port for Simar Port Private Limited of 65 Crores. viii. CP001B Material Handling Installation System, Liberia for ArcelorMittal Liberia Ltd of 274 Crores. ix. CP002B-1, Structural, Mechanical & Plate works (SMP) at Liberia for ArcelorMittal Liberia Ltd. of 547 Crores. x. Turnkey execution of Raghavpur Multipurpose Dam Project with operation and Maintenance of Dam, Power House with all ancillary works, piped irrigation system to supply water through pressurized pipeline system for Narmada Valley Development Authority, Govt. of Madhya Pradesh awarded to Afcons – Hindustan JV, of which Company share is

622 Crores. xi. Expansion of Private Railway Siding between JSP Angul and A-Cabin Angul by doubling, providing additional yards and build line from Plant Yard to Kerejenga on BOQ Item rate basis for Jindal Steel Orissa Limited of 257 Crores. xii. Civil Works of Module Factory at Reliance Jamnagar for Reliance Industries Ltd. of 60 Crores. xiii. Civil Works of Module Factory at Reliance Jamnagar for Reliance New Solar Energy Ltd. of 11 Crores. xiv. Engineering, Procurement, Construction, Testing, Commissioning, Trial Run and Operation & Maintenance of various Components of Jabalpur Multi-Village Scheme, District Jabalpur in Madhya Pradesh on ‘Turn-Key Job Basis' including Trial Run and Operation & Maintenance of the Entire Water Supply Scheme for 10 Years for Madhya Pradesh Jal Nigam Maryadit of 957 Crores. xv. EPCC/LSTK work for crude oil terminal (COT) and Associated facilities at Mundra, Gujarat (EPCC-11) for Rajasthan

Refinery Project, Barmer, Rajasthan, India for HPCL Rajasthan Refinery Limited of 1,341 Crores. xvi. UG piping fabrication & laying including associated civil works for Train 1 (5 GW), PV Manufacturing Complex at Reliance Jamnagar for Reliance New Solar Energy Ltd. of 109 Crores.

(f) Projects bagged subsequent to the Financial Year 31^st March 2023: i. Construction of Tunnelling works between Mumbai underground station and Shilphata (Package MAHSR-C-2), in the Mumbai-Ahmedabad High Speed Rail project of National High Speed Rail Corporation Limited of 5,422 Crores. ii. Construction works for Rehabilitation and Upgradation of potable water system in Yendi, Republic of Ghana, of Ghana Water Company Limited of 233 Crores. iii. Design and Construction works for Treated Water Tunnel and allied works from Water treatment plant at Raigad District (Package -I) by City and Industrial Development Corporation of Maharashtra Limited (CIDCO) of 741 Crores.

3. CREDIT RATING

During the year, ICRA has assigned the Company the long term rating of "A+ (Stable)" and short term rating of "A1".

4. DIVIDEND

(a) The Board of Directors of the Company recommends for approval of members at the ensuing Annual General Meeting, payment of dividend of 4 (Rupees four only) [40%] per equity share of the face value of 10 (Rupee Ten only) each to the members of the Company out of the Profits for the financial year ended 31^st March 2023. The dividend, if approved by the members at the ensuing Annual General Meeting, will involve a dividend outlay of 28,78,80,952/- (Rupees Twenty-Eight Crore Seventy Eight lakh Eighty thousand Nine hundred Fifty Two only). The said dividend would be paid to those members whose names appear on the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on the record date i.e. Friday, 28^th July, 2023.

(b) The Directors recommend, for approval of members at the ensuing Annual General Meeting, the payment of dividend @ 0.01% on the Convertible Preference Shares of the Company. The dividend, if declared, would involve a total outflow of 4,50,000/- (Rupees Four lakh Fifty thousand only).

(c) Pursuant to the relevant provisions of the Income Tax Act, 1961 ("the IT Act"), dividend income is taxable in the hands of the members and the Company is required to deduct tax at source from dividend paid to the members at rates prescribed in the IT Act.

5. SHARE CAPITAL

(a) During the year under review, there was no change in the Company's paid-up share Capital. The total paid-up share capital of the Company as on 31^st March, 2023 stood at 521.97 Crores.

(b) Goswami Infratech Private Limited ("GIPL") is the holder of 25,00,00,000 0.01% Fully and Compulsorily Convertible, Non-Cumulative, Non-Participatory, Preference Shares having face value of 10/- (Rupees Ten Only) each aggregating to 250,00,00,000/- (Rupees Two Hundred Fifty crores only) of the Company ("CCPS"). GIPL has requested the Company to vary the terms of the CCPS as detailed in the notice of the Annual General Meeting. Pursuant to the said request of GIPL and in terms of section 48 of the Act and Rules made thereunder, consent of the members is being sought at this Forty-Seventh Annual General Meeting to the said variation of terms of CCPS.

6. SUBSIDIARIES / ASSOCIATE / JOINT VENTURE

(a) During the year under review, your Company has not incorporated any new subsidiary company.

(b) During the year under review, your Company has acquired 51% Shareholding of Afcons Construction Mideast LLC. Pursuant to the said acquisition of shareholding, Afcons Construction Mideast LLC is a wholly-owned Subsidiary of the Company.

(c) Pursuant to the provisions of section 129(3) of the Companies Act, 2013, ("Act") and other applicable provisions, if any of the

Act read with Rule 5 of Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statements of the Company's subsidiaries, associate company and joint venture in Form AOC-1 is attached to financial statement of the Company. Pursuant to the provision of section 136, copy of separate financial upon request of any Member of the Company who is interested in obtaining the same.

(d) The consolidated financial statements presented by the Company include financial accordance with the applicable accounting standards.

(e) There are no material changes in the nature of business of the Company or any of its subsidiaries or associates.

7. CORPORATE GOVERNANCE

Your Company, being a value driven organization, believes in coherent and self-regulatory approach in the conduct of its business to achieve the highest levels of good corporate governance practices. A report on Corporate Governance forms part of this Annual Report. The details of Committees of the Board, their composition, terms of reference and details of such committee meetings held are provided in the Corporate Governance Report.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms part of this Annual Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY

(a) During the year under review, Mr. Akhil Kumar Gupta (DIN: 03188873) Executive Director (Operations) ceased to be associated with the Company w.e.f. 30^th June, 2022 (end of the business working hours).

(b) The second term of appointment of Mr. Nawshir D. Khurody (DIN: 00007150) and Mr. R. M. Premkumar (DIN: 00328942) as an Independent Director of the Company expired on 26^th September 2022. Accordingly, Mr. Nawshir D. Khurody and Mr. R. M. Premkumar ceased to be the Directors of Company w.e.f. 26^th September 2022.

Mr. Nawshir D. Khurody was the Chairman of Audit Committee, Nomination and Remuneration Committee and Committee of Directors upto 26^th September 2022. Pursuant to expiry of the second term of appointment of Mr. Nawshir D. Khurody, the Board at its meeting held on 26^th September 2022 has appointed Mr. Pradip N. Kapadia as the Chairman of the Audit Committee and Nomination and Remuneration Committee. Also, Mr. S. Paramasivan was appointed as the Chairman of the Committee of Directors.

(c) Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 7^th July, 2022 appointed Mr. David Paul Rasquinha (DIN: 01172654) as an Additional Director (Independent & Non-Executive) of the Company w.e.f. 7^th July 2022. Further his appointment as an Independent Director, not liable to retire by rotation, for a term of Five (5) consequent years effectivefrom 7^th July 2022 and upto 6^th July 2027 was approved by the members of the Company at the Forty-Sixth Annual General Meeting.

(d) Pursuant to the recommendation of the Nomination and Remuneration Committee and subject to Member's approval at the ensuing Annual General Meeting, the Board of Directors of the Company at its meeting held on 16^th June, 2023 have re-appointed.

Mr. K. Subramanian (DIN: 00047592) as Executive Vice Chairman, and Mr. S. Paramasivan (DIN: 00058445) as the Managing

Director for a further period of Three (3) years with effect from 1 ^st July 2023 and upto 30^th June 2026.

(e) At the Forty-Sixth 46^th Annual General Meeting held on 29^th September, 2022, the members of the Company had re-appointed and fixed the remuneration of Mr. Giridhar Rajagopalan (DIN: 02391515) as Deputy Managing Director for a period of Three (3) years from 1^st July, 2022 to 30^th June, 2025. The Company is in process of implementing National Pension Scheme and is in the process of providing option to the existing employee to switch their contribution from Superannuation fund to NPS. Accordingly, pursuant to the recommendation of the Nomination and Remuneration Committee and subject to approval of the members at the ensuing Annual General Meeting, the Board of Directors at its meeting held on 16^thJune, 2023 have varied the part b (iii) of the terms of remuneration of Mr. Giridhar Rajagopalan providing him an option to exercise NPS instead of contribution to Superannuation Fund for the remaining tenure of his appointment i.e. from 1^st July, 2023 to 30^th June, 2025. All other terms of appointment and remuneration of Mr. Giridhar Rajagopalan as approved by the members at the aforesaid Forty-Sixth Annual General Meeting remain unchanged.

(f) Mr. S Paramasivan (DIN: 00058445) and Mr. Umesh Khanna (DIN: 03634361), Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. (g) Pursuant to the resignation of Mr. Ashok Ghanshyam Darak, Chief Financial Officer of the Company, he has ceased to associated with the Company w.e.f. 15^th March 2023 (end of business working hours). On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 14^th March 2023 have appointed

Mr. Ramesh Kumar Jha as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. 16 ^th March 2023.

(h) Information as required under the Companies Act,2013 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 appointed / reappointed at this Annual General Meeting is disclosed in the Notice of the said Annual General Meeting.

10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration and other matters provided in section 178(3) of the Act is posted on the website of Companies at https://www.afcons.com/sites/default/files/2022-05/NRC%20POLICY%20OF%20AFCONS. .

Kindly refer to the heading "Nomination and Remuneration Committee" in the Corporate Governance Report for matters relating to constitution, meetings, functions of the Committee and salient features of the Policy.

11. STATEMENT ON EVALUATION OF PERFORMANCE OF DIRECTORS

Pursuant to the provisions of the Act, the Board has carried out the annual performance evaluation of its own performance, Board Committees and that of Individual Directors of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors The Directors expressed their satisfaction with the evaluation process.

12. DECLARATION FROM INDEPENDENT DIRECTORS

The Board has received declarations from the Independent Directors as per the requirement of section 149(7) of the Act, that there has been no change in the circumstances which may affect their status as independent director during the year and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned in section 149(6) of the Act.

13. MEETINGS OF BOARD

Nine (9) meetings of the Board were held during the financial year. 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.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Act, your Directors hereby state and confirm that: i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii. the Directors 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; iv. the Directors had prepared the annual accounts on a going concern basis; and v. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. QUALITY, HEALTH, SAFETY & ENVIRONMENT

The Company firmly believes that the pursuit of excellence is one of the most critical components for 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, 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 some of our clients, domestic and international associations which are detailed below:

(a) International Safety Awards: i. British Safety Council has awarded International Safety Awards for the following three project sites of the Company for the year 2022.

Offshore Process Platform (Oil & Gas)

NCRTC – PKG 6

NCRTC – PKG 8

(b) National Safety Awards:

1. Ahmedabad Metro (Elevated) Project (C1 - Phase-II Package) was conferred with the following awards; a) Environment Management Construction excellence award by OHS India b) State level ESG Excellence Award by Global Safety Summit

2. Ahmedabad Metro (UG) Project Phase 1, UG1 Package) was conferred with the following awards; a) HSE Excellence in metro rail at the 6^th India HSE summit b) Zero-harm implementation safety culture from the Forum of Behavioral Safety c) Four Golden Star Safety Rating Award 2022 from NSCI d) Safety Innovation Award 2022 by the Institution of Engineers (India)

3. Katra Dharam Bridge project was conferred with the following awards; a) HSE Excellence in metro rail at the 6^th India HSE summit b) Best Health & Safety Practice Award by Confederation of Indian Industry (CII) c) Kalinga Safety Excellence Award (Platinum) for 2021 at the 13^th National Safety Conclave

4. Kanpur Underground Metro (UG2 – KNPCC-06) project received Excellence in Waste Management Award and the Sustainability Champion Award at the India Green Awards

5. Delhi-Meerut RRTS Package-6 project received the Best Overall Safety Performance in 2022, from NCRTC.

6. Bangalore Metro project (BMRCL RT01) received four-star rating trophy from World Safety Forum.

7. KRCL project received Best Health & safety Practice award from CII (Northern region).

8. Butibori Workshop, Nagpur has won the award ‘For Longest Accident Free Period in Construction Group' and ‘For Lowest Accident Frequency Rate in Construction Group' at Maharashtra Safety Awards 2021

These awards are reflections of the strict HSE standards being followed and implemented at worksite and the commitment of the

Company's management towards Quality, Health, and Safety & Environment.

16. AWARDS AND RECOGNITIONS a. Mr. K Subramanian, Executive Vice Chairman has been conferred with the degree of Doctor of Letter (D. Litt. Honoris Causa) by the Kalinga Institute of Industrial Technology (KIIT) as a recognition of his valuable contribution to society in field

Development, Corporate leadership and his outstanding achievements at various national and international forums. b. Mr. K Subramanian, Executive Vice Chairman was honored with ‘Outstanding Personality' award at the 2022 Samaj Shakti Awards.

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

a. Most Innovative Knowledge Enterprise (MIKE) Award at Global, Asia and India levels in 2022 for Knowledge Management practices of the Company for the Seventh year in a row.

b. Construction Week India Awards 2022 has conferred on the Company as Construction Contractor of the year.

c. Atal Shastra Markenomy – Most Global Valuable Company in Infra Construction & EPC In India' Award at the 7^th Atal Shastra Markenomy Awards 2022.

d. IEI Industry Excellence Award 2022 for ‘Outstanding performance with a high order of business excellence' during the 37^th Indian Engineering Congress.

e. Ambition Box Best Places to Work Award 2022, was conferred to the Company as it has ranked among top 15 companies in Mid-sized Companies category.

f. Kanpur Metro Project (Priority Corridor) was awarded the "Outstanding Contribution in Urban Infrastructure" at 9^th EPC World Awards.

g. Civil Engineering & Construction Review (CE&CR) Magazine has conferred award for safe construction practices in India's deepest Metro Ventilation Shaft, constructed in Kolkata, for the East West Metro.

h. Kanpur Metro Project has been awarded with excellence in Concrete Construction Award in Infrastructure category. i. 2^nd Urban Infra Business Summit & Awards 2022 was conferred on the Company for Excellence in Rail & Metro Project Execution (EPC & Construction category).

j. RA 256 Road Project in Kuwait was awarded the International Project of the Year award at Construction World Global Awards 2022.

k. Ahmedabad Metro project (C1 - Phase-II Package) has been awarded Excellence in employee Competence Award in Construction sector at the 8^th OSH India Awards 2022

l. Kanpur Elevated Metro Project (Priority Corridor) has been awarded the outstanding Concrete Structure award at the Indian Concrete Institute (Lucknow) – Ultratech Endowment Awards 2022. m. Best Executed Expressway Project of the Year Award at the Construction times Award 2023 for the Package-2 of Maharashtra Samruddhi Mahamarg.

n. CIDC Vishwakarma Awards 2023 has conferred Construction Project Award for Mahatma Gandhi Setu in Patna.

o. 7^th StratComm India Summit & Awards 2022 has conferred award for most innovative use of Content Marketing in online video campaign. Company has now won at the StratComm Awards for two years in a row.

p. Fulcrum Awards 2022 has conferred Silver award in best use of Content category for Companies video campaign on the arch closure of Chenab Railway Bridge.

q. Public Relations Council of India (PRCI) Excellence Awards 2022 has conferred Six Awards to the Company in the following categories:

i. Platinum in Corporate Films

ii. Crystal in Best Use of Media Relations

iii. Crystal in House Journal (English)

iv. Gold in Best Use of Content v. Gold in Digital Newsletter

vi. Gold in Website of the Year r. Mr. Bivabasu Kumar has been conferred Chanakya Award for Excellence in Corporate Reputation at 16^th Global Communication conclave.

17. AUDITOR AND AUDITOR'S REPORT

(a) STATUTORY AUDITORS AND THEIR REPORT

i. The Audited Standalone and Consolidated Financials of the Company for the financial year 2022-23 along with the Auditors report have been approved by Audit Committee and Board of Directors of the Company at their respective meetings held on 16^th June 2023. The Statutory Auditor's Report of the Company for financial year 2022-23 does not contain any qualification.

ii. Deloitte Haskins and 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) Annual General Meeting held on 29^th September, 2022 till the conclusion of the Fifty-First (51^st) Annual General

Meeting 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. iii. 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) Annual General Meeting held on 27^th September, 2021 till the conclusion of the Fiftieth (50^th) Annual General Meeting 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. iv. During the year under review, no fraud was reported by the Auditors to the Board of Directors.

(b) SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Parikh Parekh & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Report of the Secretarial Auditor is enclosed as Annexure I to this Board Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

The Company has complied with the Secretarial Standards as applicable to the Company pursuant to the provisions of the Act.

(c) COST AUDITOR

In terms of section 148 of the Act, read with Companies (Cost records and audits) Rules, 2014, as amended, your Company is covered under the ambit of mandatory cost audit.

On the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Kishore Bhatia & Associates, Cost Accountant (Firm Registration no. 00294) as the Cost Auditors, to carry out the cost audit for the Company in relation to the financial year from 2023-24. The Company has received consent from M/s. Kishore Bhatia & Associates for their re-appointment. The members consent is sought at the ensuing Annual General Meeting for ratification of the remuneration of the Cost Auditor for the financial year 2023-24.

18. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

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.

19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 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 Shareholders whose dividends are unclaimed, requesting them to provide/update bank details with RTA/Company, so that the dividends paid by the Company are credited to their account on time. Also, all efforts have been made by the Company in co-ordination with the Registrar to locate the shareholders who have not claimed their dividend.

Despite several reminders to the shareholders vide registered post at their registered postal addresses and also through newspaper advertisements calling upon the shareholders to claim their unclaimed dividends, there were 31 shareholders who haven't claimed dividend aggregating to 30,300/- (Rupees Thirty Thousand Three Hundred only) for the financial year 2015-16 and which remained unclaimed for seven years as on 25^th April, 2023. Hence, the aforesaid unclaimed dividend of 30,300/- have been transferred to IEPF Authority.

The concerned equity shareholders can claim their aforesaid unclaimed dividend along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules.

20. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy

Whenever you save energy, you not only save money, you also reduce the demand for such fossil fuels as coal, oil, and natural gas. Less burning of fossil fuels also means lower emissions of gases such as CO2, CO, HFC etc., the primary contributor to global warming, and other pollutants. i. The Company is continuing its effort to convert all sites from fossil power to grid power thereby minimizing the carbon footprint. This has been implemented to all sites as per feasibility. The total conversion of fossil power of 85MVA by Grid power of 38.5MVA considering the sites. The reduction GHG (Green House Gas) emission by 39917 tonnes. ii. The steps taken by the Company for utilizing alternate sources of energy - NIL iii. The capital investment on energy conservation equipment - NIL

(b) Technology absorption

1. KWH meter become mandatory in all new and old panels installed at site to monitor energy consumption parameter, the work is in progress. i. Automatic power factor correction panels installed at all sites where grid power is available used for maximum utilization of Energy. ii. At project sites and Corporate office, we have started implementing LED light fixtures for Area lighting & office area instead of Fluorescent Light fixtures iii. All sites started using 4 star and 5 star air conditioning system to minimise Energy consumption.

2. Imported technology (imported during the last three years reckoned from the beginning of the financial year) NIL

(c) FOREIGN EXCHANGE EARNING AND OUTGO (Standalone) ( in Crores)

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company is exempt from the provisions of Section 186 of the Act, except sub-section (1), pertaining to loans, guarantees and securities as the Company is engaged in the business of providing infrastructure facilities. In view of non-applicability of section 186 of the Act, the details required to be madethereunder financialstatements are not applicable in relation to loans made, guarantees the given or security(ies) provided. The investments covered under the provisions of section 186 of the Act, are disclosed in the financial statements.

22. RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year 2022-23 were on an arm's length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee for approval.

In terms of section 134(3)(h) read with section 188(2) of the Act, there are no material related party transactions entered by your

Company during the year, that individually or taken together with previous transactions during a financial year, exceed the prescribed limits under Rule 15(3) of Companies (Meeting of Board and its Powers) Rules, 2014, as amended. Accordingly, there being no information to be disclosed in AOC-2 format, the same is not enclosed. The disclosure of related party transactions is made in the financial statements of the Company.

23. EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company as on 31^st March 2023 in Form MGT - 7 in accordance with section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.afcons.com/sites/default/files/2023-06/Form%20MGT-7%20for%20FY%202022-23_compressed.pdf

24. VIGIL MECHANISM POLICY

In accordance with section 177(9) of the Act, read with rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism Policy to provide a framework for responsible whistle blowing and for adequate safeguards against victimization of persons who use such mechanism. The said vigil mechanism policy is available on the website of the Company at https://www.afcons.com/sites/default/files/2022-10/Vigil%20Mechanism%20Policy%2026.09.22.pdf

25. RISK MANAGEMENT

The Company has in place a Risk Management Committee to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business and to ensure sustainable business growth with stability. The Company has formulated and implemented a Risk Management Policy. There is no risk identifiedwhich in the opinion of the Board may threaten the existence of the

Company.

26. CORPORATE SOCIAL RESPONSIBILITY

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. A brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the financial year is enclosed as Annexure II to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at https://www.afcons.com/sites/default/files/2021-06/CSR%20Policy%2028.05.2021.pdf

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In compliance with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place 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.

The Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. During the year under review, no complaints pertaining to sexual harassment were received by the Company.

28. OTHER DISCLOSURES/REPORTING 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 Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiaries. b) There are no significant and material orders passed by the regulator or courts or tribunal impacting the going concern and its operation in future. c) There is no material change or commitments after closure of the financial year till the date of the report.

29. ACKNOWLEDGEMENT

Your Directors would like to acknowledge with gratitude the continued support and co-operation received by the Company from its Clients, Bankers, Financial Institutions, Government authorities, Employees and its valued Investors.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS