Ahluwalia Contracts India Ltd Directors Report

To the Members,

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

FINANCIAL RESULTS:

Particulars	Standalone Year Ended March 31, 2026	Standalone Year Ended March 31, 2025	Consolidated Year Ended March 31, 2026	Consolidated Year Ended March 31, 2025
Revenue from Operations	4,56,519.81	4,09,862.31	4,56,519.81	4,09,862.31
Other Income	7,149.86	5,537.46	7,151.87	5,537.46
Total Income	4,63,669.67	4,15,399.77	4,63,671.68	4,15,399.77
Total Expenditure other than Finance Cost and Depreciation and Amortisation	4,13,070.14	3,75,682.40	4,13,046.83	3,75,662.56
Profit Before share of Profit/(loss) of Joint Venture, Finance Cost and Depreciation and Amortisation, Tax	50,599.53	39,717.37	50,624.85	39,737.21
Depreciation and Amortisation Expenses	9,798.10	6,663.42	9,798.10	6,663.42
Finance Cost	5,049.49	5,813.73	5,049.49	5,813.73
Profit Before Exceptional Items, share of profit/(loss) of Joint Ventures and Tax	35,751.94	27,240.22	35,777.26	27,260.06
Share of profit/(loss) of Joint Venture	0	0	131.96	37.21
Profit Before Tax	35,751.94	27,240.22	35,909.22	27,297.27
Provision for Current Tax	9,333.87	7,344.52	9,336.97	7,344.52
Provision for Deferred Tax	(14.09)	(255.38)	(14.09)	(255.38)
Profit after Tax	26,432.16	20,151.08	26,586.34	20,208.13
Other Comprehensive Income (Net of taxes)	(40.67)	(22.99)	(40.68)	(22.99)
Total Comprehensive Income	26,391.49	20,128.09	26,545.66	20,185.14

COMPANYS PERFORMANCE

The Standalone Total Income for FY 2026 was ?463,669.67 Lakhs (Previous Year: ?415,399.77 Lakhs) thereby showing an increase of 11.62%. The Operating Profit (EBITDA) stood at ?50,599.53 Lakhs compared with ?39,717.37 Lakhs in the Previous Year. The Net Profit for the year stood at ?26,432.16 Lakhs compared with ?20,151.08 Lakhs in the previous year.

The Consolidated Total Income for FY 2026 was ?463,671.68 Lakhs (Previous Year: ?415,399.77 Lakhs) thereby showing an increase of 11.62%. The Consolidated Operating Profit (EBITDA) stood at ?50,624.85 Lakhs (Previous Year: ?39,737.21). The Consolidated Profit after tax stood at ?26,586.34 Lakhs (Previous Year: ?20,208.13 Lakhs).

DIVIDEND DISTRIBUTION POLICY

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

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

DIVIDEND

For the FY2025-26, the Board has recommended a Dividend @ 35% i.e. 0.70 paisa per (equity) Share face value of ?2/- each (previous year: Dividend @30% i.e. 0.60 paisa per (equity) Share face value of ?2/- each).

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

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

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

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

UNCLAIMED DIVIDENDS

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

MERGER OF FIVE SUBSIDIARIES COMPANIES

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

HUMAN RESOURCES MANAGEMENT

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

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

These include self-service payroll modules with tax declarations, a robust HR Help Desk accessible via PC and mobile, centralised grievance redressal through the HRMS portal, and digital notice boards for timely corporate communication. Our in-house HR Portal and social media platforms for specific occasions keep employees connected to the company culture and to one another.

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

FUTURE FORWARD - HR STRATEGY

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

INFORMATION TECHNOLOGY SERVICES & IT SECURITY RISK

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

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

CHANGE IN NATURE OF BUSINESS

There was no change in nature of the Business of the Company during the financial year ended on March 31, 2026.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

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

ANNUAL PERFORMANCE

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

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2026 stood at ?1,339.75 Lakhs. During the year under review, the Company has not issued any shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year 2025-26.

BOARD OF DIRECTORS

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

Sl. Name of the Director	Category of Directorship/ Designation
1 Mr. Bikramjit Ahluwalia, DIN:00304947	Executive Managing Director (Whole Time)
2 Mr. Shobhit Uppal, DIN:00305264	Executive (Whole Time)
3 Mr. Vikas Ahluwalia, DIN:00305175	Executive (Whole Time)
4 Mr. Sanjiv Sharma, DIN: 08478247	Executive (Whole Time)
5 Mrs. Sheela Bhide, DIN: 01843547	Independent Non-Executive
6 Mr. Rajendra Prashad Gupta, DIN: 02537985	Independent Non-Executive
7 Mr. Sunil Kumar Sachdeva, DIN: 00399472	Independent Non-Executive
8 Mr. Ashok Khurana, DIN: 06651241	Independent Non-Executive

RETIREMENT OF DIRECTOR AND ELIGIBLE FOR RE-APPOINTMENT

In accordance with Section 152 of the Company Act, 2013, Mr. Sanjiv Sharma (DIN: 08478247), who has been longest in the office, is liable to retire by rotation at the ensuing 47th Annual General Meeting (AGM) and being eligible, seeks re-appointment. The Board recommends his appointment for the approval of the members of the Company in the ensuing 47th Annual General Meeting. A resolution seeking shareholders approval for his re-appointment forms part of the Notice of AGM.

KEY MANAGERIAL PERSONNEL

During the period under review and as on date of this Report, the Company has Eight Directors with an optimum combination of Executive and Non-Executive Directors including one women Director on the Board of the Company. In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of the Company as on 31st March 2026:

Sl. Name of the KMPs	Category of Directorship/ Designation
1 Mr. Bikramjit Ahluwalia, DIN:00304947	Executive - Managing Director (Whole Time)
2 Mr. Satbeer Singh	Chief Financial Officer (CFO)
3 Mr. Vipin Kumar Tiwari	Company Secretary (CS)

STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, from Independent Directors Confirming that he/she is not disqualified from being appointed / re-appointed/ Continue as an Independent Director of the Company as per criteria laid down in section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI Regulations and Disclosure requirement) Regulations 2015.

MEETING OF THE BOARD OF DIRECTORS

The Schedule of meetings of the Board of Director is circulated to the Directors in advance. During the year, 5 (Five) Board Meetings were convened and held, the details of Board meetings are given in the Corporate Governance Report, the gap between any two convened meetings of Board of Directors was less than 120 days.

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

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

BOARD EVALUATION

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

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

AUDIT COMMITTEE

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

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

Name of the Directors	Designation	Name of Directorship
Mr. Sunil Kumar Sachdeva	Chairman	Non-executive Independent Director
Mr. Rajendra Prashad Gupta	Member	Non-executive Independent Director
Mr. Ashok Khurana	Member	Non-executive Independent Director
Mr. Shobhit Uppal	Member	Executive - Dy. Managing Director

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

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

NOMINATION AND REMUNERATION COMMITTEE

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

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

Name of the Directors	Designation	Name of Directorship
Mr. Sunil Kumar Sachdeva	Chairman	Non-executive Independent Director
Mr. Rajendra Prashad Gupta	Member	Non-executive Independent Director
Mr. Ashok Khurana	Member	Non-executive Independent Director

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

REMUNERATION POLICY

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

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

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committees (SRC) composition meets with requirements of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015. The Stakeholders Relationship Committee consists of the following members:

Name of the Directors	Designation	Nature of Directorship
Mr. Rajendra Prashad Gupta	Chairman	Non-executive Independent Director
Mr. Shobhit Uppal	Member	Dy. Managing Director
Mr. Sunil Kumar Sachdeva	Member	Non-executive Independent Director

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

CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES (CSR)

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

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

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

• Eradicating hunger, poverty and malnutrition;
• Promotion of healthcare including preventive healthcare;
• Promotion of education and employment-enhancing vocational skills;
• Ensuring environmental sustainability and animal welfare including measures for reducing inequalities faced by socially & economically backward groups;

During the year, the company has spent an amount of ?717 Lakhs out of total requirement amount of ?717 Lakhs during the year in various fields including in education, health, skill development across the country.

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

Name of the Directors	Designation	Nature of Directorship
Dr. Sheela Bhide	Chairperson	Non-executive Independent Director
Mr. Shobhit Uppal	Member	Dy. Managing Director
Mr. Sunil Kumar Sachdeva	Member	Non-executive Independent Director

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion & Analysis report has been incorporated in the 47th Annual Report for the information of members of the Company.

RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness.

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

Composition of the Risk Management Committee consists of the following members:

Name of the Directors	Designation	Nature of Directorship
Mr. Sunil Kumar Sachdeva	Chairman	Independent Director
Mr. Vikas Ahluwalia	Member	Whole Time Director
Mr. Shobhit Uppal	Member	Dy. Managing Director

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under Regulation 34 of the SEBI (LODR) Regulation 2015, Business Responsibility and Sustainability Report (BRSR) is attached hereto and forms part of the 47th Annual Report.

STATUTORY COMPLIANCE

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

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

HEALTH & SAFETY MANAGEMENT SYSTEM AND ENVIRONMENT (HSE):

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

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

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

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

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

PARTICULARS OF EMPLOYEES

Details in respect of the remuneration paid to the employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time forms part of this report. The Annual Report and accounts are being sent to the shareholders excluding the aforesaid exhibits. Shareholders interested in obtaining this information may access the same from the Companys website. The Company is having a total of 3,978 employees out of which 3,896 are male & 82 are female employees.

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

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

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS

Overview

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

• Orderly and efficient conduct of business operations;
• Safeguarding of assets;
• Prevention and detection of frauds and errors;
• Accuracy and completeness of accounting records; and
• Timely preparation of reliable financial information.

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

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

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

The internal financial control framework is reinforced through a comprehensive internal audit program, conducted by qualified in-house professionals in collaboration with an external firm of Chartered Accountants, appointed upon the recommendation of the Audit Committee. Audit findings and corrective actions are periodically reviewed by the Audit Committee, ensuring continual improvement and maintenance of an effective internal control environment.

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

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

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

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM POLICY

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

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at http://www.acilnet.com/wp-content/uploads/2015/01/WBP30122014.pdf

During the year under review, the Company has not received any complaint(s) under the said policy.

GREEN INITIATIVES

In line with the Green Initiatives, Digitalisation, electronic copy of the Notice of 47th Annual General Meeting of the Company is sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For Members who have not registered their e-mail addresses, are requested to register their e-mail IDs with Companys Registrar and Share Transfer Agents, MUFG Intime India Private Ltd at Noble Heights, 1st Floor Plot NH-2 C-1, Block LSC, Near Savitri Market, Janakpuri, New Delhi - 110058.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

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

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

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

CORPORATE GOVERNANCE

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends, that are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years were already transferred to IEPF.

Further, according to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In compliance with the aforesaid provisions the Company has transferred the unclaimed and unpaid dividends and corresponding shares to IEPF. The details of the unclaimed / un paid dividend during the last seven years and also the details of the unclaimed shares transferred to IEPF are given in the Report on Corporate Governance forming part of the Annual Report.

REPORTING OF FRAUDS

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

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING (PIT)

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

The Board of Directors has approved and adopted the revised Code of Conduct to regulate, fair disclosure, Monitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading) Amendment Regulation, 2018 and the same can be accessed on the website: CODE OF CONDUCT 2026 27. pdf

DEPOSITS

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

Corporate Overview Statutory Reports Financial Statements

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

Significant and Material Orders Passed by the Regulators or Courts:

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

CREDIT RATING

The Companys financial discipline and prudence is reflected in the strong credit ratings prescribed by rating agencies as given below:

Facilities	Rating
Long Term Bank Facilities	CARE RATINGS LIMITED - CARE AA-;Stable
Long term / short term Bank Facilities	CARE RATINGS LIMITED - CARE AA-;Stable/ CARE A1+

RELATED PARTY TRANSACTIONS

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

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

CODES OF CONDUCT FOR DIRECTORS AND SR. MANAGEMENT PERSONNEL

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

The above codes can be accessed on the Companys website at www.acilnet.com

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

SUBSIDIARIES COMPANIES

As on March 31, 2026, the Company has 5 subsidiary Companies and there has been no material change in the nature of the business of the subsidiaries. The Company has one Associates Company under Joint Venture within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached as Annexure-"IV" to the Boards report of the Company. A separate statement containing the salient features of the Financial Statements of the subsidiaries and joint ventures of the Company forms part of the Consolidated financial statements. The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company website Subsidiary Companies AHLUWALIA CONTRACTS (INDIA) LTD. as on 31st March 2026, the Company had Five (5) subsidiaries i.e. 100% wholly-owned subsidiaries the details are as under:

Name	Details
Premsagar Merchants Private Ltd	Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098; CIN: U51109WB2007PTC119814
Dipesh Mining Private Ltd	Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098; CIN: U13100WB2007PTC115150
Splendor Distributors Private Ltd	Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098; CIN: U51909WB2007PTC119832
Jiwanyoti Traders Private Ltd	Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098; CIN: U51109WB2007PTC119680
Paramount Dealcomm Private Ltd	Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098; CIN: U51109WB2007PTC119813

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

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

PARTICULARS OF LOAN, INVESTMENTS AND GUARANTEES

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

ANNUAL RETURN

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

STATUTORY AUDITORS AND AUDIT REPORT

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

The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks or disclaimers.

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

SECRETARIAL AUDIT

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

COST AUDIT

Pursuant to various circulars / provisions issued by Ministry of Corporate affairs, the Company is required to conduct the Cost Audit records in compliance with the provisions of section 148 of the Act, and the Board of Directors of the Company at its meeting held on 30-05-2026 appointed M/s N.M. & Co. Cost Accountants, (FRN000545) as cost Auditors of the Company for the financial year 2026-27.

In terms of the provisions of section 148 of the Act read with the Companies (Audit& Auditors) Rules, 2014, the remuneration of the cost Auditors has to be ratified by the Members. Accordingly, necessary resolution is proposed at the 47th Annual General Meeting for ratification of remuneration payable to the cost Auditors for the financial year 2026-27.

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CONSERVATION OF ENERGY

The Companys core activity is Building Construction (Engineering) which is not power intensive. The Company is making every effort to conserve the usages of Power.

RESEARCH AND DEVELOPMENT & TECHNOLOGY ADOPTION

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

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

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

(In Lakhs)

FOREIGN EXCHANGE-EARNINGS AND OUTGO (CASH BASIS)

Particulars – Standalone	FY26	FY25
Foreign Exchange Earnings	-	-
Foreign Exchange Outflow mainly on account of Raw Material	1,587.77	-
Capital Goods	160.91	335.94

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Calcutta Stock Exchange Association (CSE). The listing fee for the financial year 2026-27 has been paid to BSE, NSE and CSE.

ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors

Ahluwalia Contracts (India) Ltd

Sd/-

(Bikramjit Ahluwalia)

Chairman & Managing Director

DIN: 00304947

Date: 14-08-2026

Place: New Delhi