BOARDS REPORT
Dear Members,
Ashoka Buildcon Limited
Your Directors have pleasure in presenting the 33rd Annual Report (“the Report”/“this Report”) together with audited financial statements of your Company, for the financial year ended March 31, 2026.
Financial Results
In accordance with Section 133 of the Companies Act, 2013, read with applicable rules, the standalone and consolidated financial statements of the Company have been prepared in line with Indian Accounting Standards (Ind AS). The financial highlights for FY 2025-26 are summarized as follows:
(Rs. in Lakh except EPS) |
||||
| Particulars | Standalone |
Consolidated |
||
| 2025-26 | 2024-25 | 2025-26 | 2024-25 | |
| Total Receipts/Gross Sales and Operating Income | 595,220.28 | 718,779.95 | 770,356.90 | 1,020,542.18 |
| Profit Before Depreciation, Tax and Exceptional Items | 32,313.65 | 37,690.90 | 1,15,407.66 | 1,84,357.95 |
| Depreciation and Amortization Expenses | 9,785.18 | 9,820.47 | 16,063.53 | 28,970.84 |
| Profit Before Tax & Exceptional Items | 22,528.47 | 27,870.43 | 99,344.13 | 155,387.11 |
| Exceptional Items | 16,472.46 | - |
214,367.03 | - |
| Share of Profit from Partnership Firms and AOPs | 16.71 | 19.67 | (476.68) | 91.07 |
| Provision for Taxation | 6,973.99 | 8,165.72 | 55,654.29 | (17,878.69) |
| Profit after tax | 32,043.65 | 19,724.39 | 2,57,580.19 | 173,356.87 |
| Other Comprehensive Income/(Loss) | 253.70 | (45.73) | 637.98 | 137.05 |
| Share of Profit/(Loss) of subsidiaries transferred to Non-controlling | NA | NA | 2,579.19 | 3,945.63 |
| Interest * | ||||
| Total Comprehensive Income (post Non-controlling interest) | 32,232.34 | 19,690.38 | 2,55,637.52 | 169,548.28 |
| EPS - with exceptional items | 11.41 | 7.03 | 90.84 | 60.35 |
| Basic & Diluted (face value Rs.5/- each) | ||||
| EPS - without exceptional items | 6.39 | 7.03 | 25.37 | 60.35 |
| Basic & Diluted (face value Rs.5/- each) | ||||
* For Consolidated financials only.
P.S. - The figures of the previous year have been regrouped wherever necessary.
Change in Nature of Business
During the year under review, there was no change in the nature of Companys business.
Performance of the Company during FY 2025-26 Projects update:
During the year under review, the Company has won Road/Bridge Projects, on EPC basis worth Rs.1,446.68 Crore, Water Project worth Rs.844.34 Crore, Power Project worth Rs.44.93 Crore, Railways Projects worth Rs.1,362.85 Crore, Smart Infra Projects worth Rs.1,594.16 Crore and Overseas Projects worth Rs.986.04 Crore, aggregating to Rs.6,279.00 Crore as detailed below.
| Name of the Project | Authority | Project Cost (Rs. In Crore) * |
| Roads/Bridges - Projects | ||
| Construction of Flyover Arm-1 Arm-2 at T Junction on Sion Panvel Highway Maharashtra Nagar in M/E Ward. (Additional Scope) | Brihanmumbai Municipal Corporation (BMC) | 402.81 |
| Construction of Flyover connecting J.J. Bridge and Sitaram Selam Bridge (Y Bridge) at J. J. Road and Saboo Siddik Polytechnic Road Junction in “E” Ward - (As a Lead Member of Joint Venture with 51% stake) | Brihanmumbai Municipal Corporation (BMC) | 531.13 |
| Construction of proposed signature bridge connecting Jampore Sea Front roac near Light House to Devka Sea Front road at Parkota Sheri at Daman | l Public Works Dept. WD - I, Daman | 307.71 |
| Construction of H.L.R.C.C. Bridge (Total Length 2280 meter) over Rive Gandak with other Major Bridges in approach road between Fatehabad ii Paroo block & Chanchaliya in Saraiya Block in the district of Muzaffarpur on Engineering, Procurement & Construction (EPC) Mode - (As a Lead Membe of Joint Venture with 51% stake) | r Bihar Rajya Pul Nirman Nigam Limited r | 205.03 |
| Sub-Total (A) | 1,446.68 | |
| Water Project | ||
| Mithi River Development and Pollution Control Project (Package III) Dr; Weather Flow Interception at Tidal Outfalls (including Gate Pumps), Transfe Sewer, Training of River, Service Road, Retaining Wall and Allied Works ant Operation & Maintenance for 10 (Ten) Years from CST Bridge Kurla to Mahin Causeway including Vakola River on Design, Build and Operate model. | Brihanmumbai Municipal r Corporation (BMC) l | 844.34 |
| Sub-Total (B) | 844.34 | |
| Power Project | ||
| Construction of 220/132 Kv, 1x200 MVA and 132/33 Kv, 50 MVA GSS Nokhra (Dist - Bikaner) along with 33kv, 5.43 MVAR Capacitor Bank And Associated Bays Including Survey, Supply Of All Equipments/Materials, Erection (Including Civil Works), Testing And Commissioning (Turnkey Project) | Rajasthan Rajya Vidyut Prasaran Nigam Limited | 44.93 |
| Sub-Total (C) | 44.93 | |
| Railway Projects | ||
| Construction of Earth Work, Major Bridges, Minor Bridges, Rubs, P. Way Work and Miscellaneous Civil Works in Connection with Gauge Conversion Work from Pachora-Jamner (Approx. 53.3 Km) Excluding Pachora Yard and Road Over Bridges for Central Railway. | Central Railway | 482.09 |
| North Western Railway, Jaipur Project - Up-gradation of existing Electric traction system from 1 x 25 kV to 2 x 25 kV along with modification of existing OHE for 160 kmph | The President of India Acting through the CEE/Project/ NWR, North Western Railway, Jaipur. | 423.69 |
| North Western Railway, Ajmer Project - Up-gradation of existing Electric traction system from 1 x 25 kV to 2 x 25 kV along with modification of existing OHE for 160 kmph few Sections of Ajmer Division of North Western Railway | The President of India Acting through the CEE/Project/ NWR, North Western Railway, Ajmer | 457.07 |
| Sub-Total (D) | 1,362.85 | |
| Smart Infra Projects | ||
| Design, Implement, Operate and Maintain Intelligent Traffic Management System at various Circles in the state of Maharashtra - Nagpur | Motors Vehicles Department, Maharashtra | 166.24 |
| Design, Implement, Operate and Maintain Intelligent Traffic Management System at various Circles in the state of Maharashtra - Mumbai | Motors Vehicles Department, Maharashtra | 269.27 |
| Design, Implement, Operate and Maintain Intelligent Traffic Management System at various Circles in the state of Maharashtra - Pune | Motors Vehicles Department, Maharashtra | 263.46 |
| Design, Implement, Operate and Maintain Intelligent Traffic Management System at various Circles in the state of Maharashtra - Konkan & Western MH | Motors Vehicles Department, Maharashtra | 291.36 |
| Design, Implement, Operate and Maintain Intelligent Traffic Management System at various Circles in the state of Maharashtra - Marathwada | Motors Vehicles Department, Maharashtra | 290.93 |
| Design, Construction, Development, Operations and Maintenance of Automated Driving Test Tracks Centre for 2-Wheelers, Light Motor Vehicles and Heavy Commercial Vehicles for a period of 5 years at 17 Locations in the State of Maharashtra | Motors Vehicles Department, Maharashtra | 179.96 |
| Design, Construction, Development, Operations and Maintenance of Automated Driving Test Tracks Centre for 2-Wheelers, Light Motor Vehicles and Heavy Commercial Vehicles for a period of 5 years at 11 Locations in the State of Maharashtra | Motors Vehicles Department, Maharashtra | 132.94 |
| Sub-Total (E) | 1,594.16 | |
| Overseas Projects | ||
| East Bank-East Coast Road - Guyana Linkage Project Phase 2 (Eccles to Providence) | Government of Guyana, Public Works Department | 575.57 |
| Upgrading of the Road from Nrowkia (Sasstown Jn) to Barclayville and Nrowkia (Sasstown Jn) to Sasstown and Part of Nrowkia (Sasstown Jn) to Nipleppo road Project in Republic of Liberia | Ministry of Public Works, Liberia | 410.47 |
| Sub-Total (F) | 986.04 | |
| Grand Total | 6,279.00 |
Other Updates:
• Ashoka Karadi Banwara Road Private Limited, has received an additional Commercial Operation Date w.e.f. February 28, 2026 for its Hybrid Annuity Mode (HAM) Project of National Highways Authority of India (“NHAI”) vide letter issued by Independent Engineer on March 09, 2026, in addition to stretch of 41.61 KMs received w.e.f. September 08, 2023, (First CoD) vide NHAI letter dated September 26, 2023, for the Project viz. ‘Four Laning of Tumkur Shivamogga Section from 66+540 (Design km 65+195) (Karadi) to km. 119+790 (Design km. 121+900) (Banwara) of NH 206 on Hybrid Annuity Mode under NHDP Phase IV in the state of Karnataka (Package II)” on Hybrid Annuity Mode. The SPV is already receiving annuity from NHAI effective September 08, 2023 and will continue to receive the same.
• The Company achieved additional Commercial Operation Date (CoD) for 2.68 km effective 07.03.2026, in its Tumkur-Shivamogga HAM project, taking the total completed stretch to 52.885 km out of 53.315 km, for which a provisional completion certificate has been received vide letter issued by Independent Engineer dated 09/03/2026. The project SPV continues to be eligible for annuity payments from NHAI for a 15-year period from the First CoD declared on September 08, 2023.
• The Companys wholly owned subsidiary, Ashoka Bowaichandi Guskara Road Private Limited, achieved financial closure for its Hybrid Annuity Mode (HAM) project for development of the Bowaichandi to Guskara- Katwa Road section of NH-116A in West Bengal, with NHAI noting the financial close on June 02, 2025. The project, with a bid cost of Rs.1,391 Crore (excluding GST), entails a construction period of 910 days followed by an operation period of 15 years.
> The Company has received completion certificates for the following Projects of the Company on EPC basis during the year under review.
• Development of Memmadpur (Ambala)-Banur (IT City Chowk)-Kharar (Chandigarh) Corridor under Bharatmala Pariyojana - Package-II - Six laning of IT City Chowk to Kurali Chandigarh Road;
• Widening/Improvement to 4 (four) Lane with Paved Shoulder for~33 KMs of Kwaram Taro Village - Dillai Section of NH 29 in the State of Assam;
• Four laning of Parana to Mohania section of NH-319 (Old NH-30) in the State of Bihar under Bharatmala Pariyojana Phase-I (Package II); and
• Construction of the Two/Four laning with paved shoulder of Govindpur (Rajgunj)- Chas- West Bengal Border section of NH-32 in the state of Jharkhand.
• The Company mutually concluded and foreclosed its EPC contract for construction of drinking water wells and supply units in Ivory Coast, originally awarded by Serneke International Limited, Sweden, at a bid value of Euro 18.50 million. The contract was formally closed on September 19, 2025, with no residual obligations or adverse financial impact on the Company.
• The Company and Aakshya lnfra Projects Private Limited JV was awarded a Project Viz. ‘Integrated Infrastructure Development of 20M & above wide Roads, Construction of Various Major & Minor Structures (Viz. Flyover, Minor Bridges, VUPS, PUPS etc.) And Allied Electrical Works (Street Light) in TPS - 10 & TPS-11 under NAINA Project (Project)” by City & Industrial Development Corporation of Maharashtra Ltd. (CIDCO). However, later on CIDCO has instructed the Company not to perform activity of any sort in respect of the said Project, in pursuance of the Order passed by the Honble High Court of Bombay for quashing the referred financial bid.
• Company and its material subsidiary viz. Ashoka Concessions Limited (“ACL”), had entered into Securities Purchase Agreements (SPAs) and other transaction documents with Epic Concesiones 2 Private Limited, Infrastructure Yield Plus II and Infrastructure Yield Plus IIA (both schemes of Infrastructure Yield Trust and managed by their respective investment manager, EAAA India Alternatives Limited (formerly known as Edelweiss Alternative Asset Advisors Limited)) for, inter alia, sale of the entire share capital (including repayment/ transfer of all shareholder loans) and management control of the 11 SPVs held by the Company and/or ACL for an aggregate consideration of Rs.2,324 Crore (Indian Rupees Two Thousand Three Hundred Twenty Four Crore only), subject to adjustments for cash and debt like items and other adjustments as agreed under the respective Transaction Documents.
Pursuant to above SPAs, the Company and ACL have transferred their entire stake in following 5 out 11 SPVs to Epic Concesiones 2 Private Limited during the year under review.
1) Ashoka Kharar Ludhiana Road Limited;
2) Ashoka Kandi Ramsanpalle Road Private Limited;
3) Ashoka Khairatunda Barwa Adda Road Private Limited;
4) Ashoka Ranastalam Anandapuram Road Limited; and
5) Ashoka Ankleshwar Manubar Expressway Private Limited
Stake in balance 6 SPVs will be transferred in tranches as and when the Conditions Precedent are fulfilled.
• The Company and its material subsidiary viz. Ashoka Concessions Limited (“ACL”), had entered into Securities Purchase Agreements (SPAs) and other transaction documents with Maple Infrastructure Trust/Indian Highway Concessions Trust (acting through its investment manager) inter alia for sale of the entire share capital (which will also include repayment of any shareholder loans) held in its following subsidiaries.
1) Ashoka Highways (Bhandara) Limited;
2) Ashoka Highways (Durg) Limited;
3) Ashoka Belgaum Dharwad Tollway Limited;
4) Ashoka Sambalpur Baragarh Tollway Limited; and
5) Ashoka Dhankuni Kharagpur Tollway Limited. (collectively, the “SPVs”) at an aggregate consideration of up to Rs.2,539 Crore (Rupees Two Thousand Five Hundred Thirty-Nine Crore only), subject to adjustments for cash and debt like items and other adjustments as agreed under the respective Transaction Documents.
During the year under review, stake in all the 5 SPVs as referred above has been transferred in full.
Consequently, above referred 10 Companies/SPVs have ceased to be subsidiary or step down subsidiary of the Company during the year under review.
• The Company has entered into Share Purchase Agreement to acquire, 100% of investments held by Macquarie SBI Infrastructure Investments Pte Limited and SBI Macquarie Infrastructure Trust (“Investors”) in Ashoka Concessions Ltd. (“ACL”) i.e. 3,40,000 equity shares of Rs.10/- each, fully paid-up, comprising 34% equity share capital of ACL and 77,41,250 Class A Compulsorily Convertible Debentures (CCDs) & 2,00,00,000 Class B Compulsorily Convertible Debentures (“ACL Securities”) at an aggregate consideration of Rs.1,526 Crore (Rupees Fifteen Hundred and Twenty-Six Crore only).
During the year under review, the Company acquired 3,40,000 equity shares of Rs.10/- each held by Investors in Ashoka Concessions Limited (ACL) and post this acquisition, ACL has become wholly owned subsidiary of the company.
Viva Highways Ltd., a wholly owned subsidiary of the Company acquired investments of Investors i.e. 7,46,20,000 equity shares comprising 26% equity stake in Jaora Nayagaon Toll Road Company Private Limited, at an aggregate consideration of Rs.150 Crore (Rupees One Hundred and Fifty Crore only).
Further, Viva Highways Limited, a wholly Owned Subsidiary, has acquired 26% stake held by Investors in Jaora-Nayagaon Toll Road Company Private Limited, thereby VHL increasing its stake to 36.26% in Jaora-Nayagaon Toll Road Company Private Limited.
The Company and Viva Highways Limited, have also acquired Class A and Class B CCDs held by Investors in ACL and given exit to the Investors from ACL.
> Credit Ratings
| Long Term Rating (Cash Credit | ACUITE AA Stable Reaffirmed Removed from Rating Watch |
| Facilities) | CARE AA-/Continues to be on Rating Watch with Positive Implications |
| Short Term Rating (Bank Guarantees) | ACUITE A1+ Reaffirmed Removed from Rating Watch |
| CARE AA- Continues to be on Rating Watch with Positive Implications CARE A1+ Reaffirmed | |
| ACUITE A1+ Assigned | |
| Commercial Papers | ICRA A1+ Reaffirmed |
The Company has received awards and recognitions for its various Projects during the year, which are mentioned in the Annual Report.
Future Outlook
The outlook for the Indian infrastructure and EPC sector remains positive, supported by the Government of Indias continued emphasis on infrastructure-led economic growth, connectivity and capital expenditure. The roads & highways and Railway sectors are expected to remain a key growth driver, with substantial opportunities emerging across expressways, economic corridors, bridges, urban connectivity and multimodal infrastructure. The Union Budget 2026-27 continues to provide strong support to the roads and highways ecosystem, while NHAIs sustained project execution and sizeable construction pipeline provide visibility for the EPC industry.
Going forward, opportunities are expected to broaden beyond conventional road EPC into overseas opportunities, railways, power transmission and distribution, smart-city infrastructure, intelligent traffic management, ADTT/IGR systems and renewable energy, including solar projects. The Companys diversified capabilities and experience across roads, highways, bridges, railways, power T&D, smart infrastructure, especially Urban infrastructure received special attention, with targeted allocations for water supply, green spaces, non-motorised transport and digital municipal services, position the Company to participate in these emerging opportunities, reflecting the sectors evolving opportunity landscape.
The Governments focus on PPP/HAM models, logistics efficiency, urbanisation and digitalisation is expected to create additional opportunities for technically capable EPC players. Monetary and financial conditions are also expected to remain supportive of investment and economic activity, subject to the RBIs evolving assessment of inflation and growth.
Against this backdrop, the Company remains focused on disciplined bidding, efficient project execution, prudent working-capital management and selective diversification, while leveraging its established EPC capabilities to pursue sustainable growth and create long-term value for all stakeholders.
Capital Expenditure
As at March 31, 2026, the Gross value of Fixed Assets including Property Plant & Equipment (PPE), Intangible Assets, CWIP and Right of use was Rs. 1,108.47 Crore and WDV value is Rs.291.40 Crore. During the year, addition was Rs.84.34 Crore.
Share Capital
During the year under review, there is no change in the paid-up share capital of the Company and the paid-up capital is stood at Rs.140.36 Crore as on march 31, 2026.
The Company has not issued any shares:
> with differential voting rights;
> By way of rights issue or Bonus Issue;
> By way of Sweat Equity shares or shares under ESOP.
Further, the Company has not provided any money to its employees for purchase of its own shares hence the Company has nothing to report in respect of Rule 4(4), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.
During financial year under review, the Company has also not raised any funds through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time (“Listing Regulations”/“SEBI LODR”).
Debt Securities
The Company has issued the following debt securities during the year under review:
| Sr. No. | Debt Instrument | Date of issue | Amount (Rs. Crore) | Date of Redemption/ Maturity |
| 1 | CPs | 26/06/2025 | 50.00 | 23/09/2025 |
| 2 | CPs | 24/09/2025 | 50.00 | 23/12/2025 |
| 3 | CPs | 23/12/2025 | 50.00 | 23/03/2026 |
| 4 | CPs | 30/12/2025 | 50.00 | 27/02/2026 |
| 5 | CPs | 16/02/2026 | 50.00 | 30/03/2026 |
All Commercial Papers issued were listed on the Wholesale Debt Market (WDM) Segment of BSE Limited. The Company has fully repaid the principal together with interest accrued thereon on the respective due dates, with no instances of default or delay.
Please also note that all the three (3) Series of NCDs issued during FY2024-25, of Rs.100 Crore each, aggregating to Rs.300 Crore, had been redeemed fully without any delay, along with interest, on due dates Viz. April 09, 2026, April 16, 2026 and April 23, 2026 respectively.
Dividend
The Board of Directors has not recommended any dividend for FY 2025-26, in view of the future development plans of the Company along with requirement of the Company for investment in capital of Subsidiaries/Project SPVs. (Previous Year: Nil)
The amount of unclaimed dividend has been transferred to Investor Education Protection Fund (“IEPF”), along with underlying equity shares, during the year as and when due to be transferred.
The details of the same are available on the website of the Company at https:// www.ashokabuildcon.com/files/investors/ unpaid-unclaimed-divident/Unclaimed%20Dividends-IEPEpdf
There is no amount of unclaimed dividend and shares pending for transfer to IEPF, As on March 31, 2026, as per provisions of Section 124 of the Act.
General Reserve
The Company has not transferred any amount to the reserves of the Company during the financial year under review.
Public Deposits
During the year under review, your Company had not accepted any deposit within the meaning of the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
Borrowings
As on March 31, 2026, your Companys (Standalone) fund based facilities availed stood at Rs.684 Crore and the nonfund based credit facilities availed stood at Rs.4,363.92 Crore including LC and BG.
Committees
Your Company has in place the following Committees as mandated under the provisions of the Act and SEBI LODR. The Company has duly constituted the following Committees in terms of the provisions of the Act & SEBI LODR read with rules framed thereunder viz.
a. Audit Committee:
b. Nomination and Remuneration Committee; (NRC)
c. Stakeholder Relationship Committee; (SRC)
d. Corporate Social Responsibility Committee; (CSR) and
e. Risk Management Committee.
The Composition of each Committee, number of meeting/(s) held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.
Policies/Codes of the Company:
The list of Policies/Codes hosted on the website of the Company, www.ashokabuildcon.com is given in Corporate Governance Report forming part of this report. The same are accessible on https://www.ashokabuildcon.com/corporate-governance.php
Subsidiaries, Associates and Joint Ventures
The Company had 55 subsidiaries (including 4 material unlisted subsidiaries) and 6 Associates & Joint Ventures as on March 31, 2026.
In accordance with Section 129(3) of the Act and as per Indian Accounting Standards (Ind AS) 110, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries and Associates, which form part of the Report.
A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in the notes to the consolidated financial statements. Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys Subsidiaries, Associates and Joint Ventures in Form AOC-1 as Annexure I is attached to the Boards Report.
In accordance with the provisions of Section 136 of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company.
Further, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, at https://www.ashokabuildcon.com/subsidiaries.php
The Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Companys registered office address or email to investors@ashokabuildcon.com.
During the year under review, Unique Hybrid Renewable Energy 6 Private Limited, Unique Hybrid Renewable Energy 7 Private Limited, Unique Hybrid Renewable Energy 8 Private Limited, Unique Hybrid Renewable Energy 9 Private Limited and Unique Hybrid Renewable Energy 10 Private Limited were incorporated as wholly owned step-down subsidiaries of the company. MRDP- III Development Limited was incorporated as an Associate wherein company holds 26% stake.
Updates on Subsidiaries:
During the year under review, Viva Infrastructure Limited and Ashoka Infrastructure Limited, wholly owned subsidiaries of the Company allotted 40,02,250 and 66,50,000 Equity Shares of the Rs.10/- each fully paid respectively. The Shareholding of the Company continued to be 100% in both these subsidiaries.
During the year under review, the Company has transferred its 51% stake in equity held in Prakashmaan Renewable Energy Private Limited and as on March 31, 2026, the Company holds 49% stake in said Company, making it Associate company.
During the year under review, the Company has transferred its entire stake held in the following 100% subsidiaries to another wholly owned subsidiary Viz. Unique Hybrid Renewables Private Limited and all the following subsidiaries have become step down subsidiaries of the Company.
During the year under review, Unique Hybrid Renewables Private Limited, has transferred its stake in the following subsidiaries to Ashoka Solar Energy Private Limited, another wholly owned subsidiary of the Company.
| Ashoka Renewable Energy 5 Private Limited | Ashoka Renewable Energy 3 Private Limited |
| Prakashmitra Solar Private Limited | Ashoka Rajasthan Renewable Energy 1 Private Limited |
| Unique Vidyutsutra Renewal Energy Private Limited | Ashoka Renewable Energy 1 Private Limited |
| Unique Hybrid Renewable Energy 1 Private Limited | Ashoka Renewable Energy 4 Private Limited |
| Unique Hybrid Renewable Energy 2 Private Limited | Ashoka Renewable Energy 2 Private Limited |
| Unique Hybrid Renewable Energy 5 Private Limited | Unique Hybrid Renewable Energy 3 Private Limited |
| Unique Hybrid Renewable Energy 6 Private Limited | Unique Hybrid Renewable Energy 4 Private Limited |
| Unique Hybrid Renewable Energy 7 Private Limited | Unique Hybrid Renewable Energy 9 Private Limited |
| Unique Hybrid Renewable Energy 8 Private Limited | Unique Hybrid Renewable Energy 10 Private Limited |
All above subsidiaries are step down subsidiaries of the Company as on March 31, 2026.
Framework for Monitoring Subsidiary Companies
During the year under review, four (4) Subsidiaries were identified as material unlisted subsidiaries of the Company, as per the Listing Regulations, basis audited financial statements for FY 2024-25.
Details of Material unlisted subsidiaries during FY 2025-26
| Name | Date & Place of incorporation | Name of Statutory Auditors | Date of Appointment |
| Ashoka Concessions Limited | 05/04/2011 | Price Waterhouse Chartered | 30.09.2023 |
| Nashik | Accountants LLP | ||
| Jaora-Nayagaon Toll Road Company Private Limited | 10/07/2007 | S R B C & Co. LLP | 12.09.2023 |
| Indore | |||
| Viva Highways Limited | 16/08/2001 | Pravin R. Rathi & Associates | 20.09.2022 |
| Hyderabad | |||
| GVR Ashoka Chennai ORR Limited | 23/07/2013 | M/s. R. Subramanian and | 30.09.2022 |
| Chennai | Company LLP |
In terms of the provisions of Regulation 24(1) of the Listing Regulations, appointment of one of the Independent Directors of the Company on the Board of material unlisted subsidiaries was applicable to only three (3) subsidiaries viz. Ashoka Concessions Limited, Jaora-Nayagaon Toll Road Company Private Limited and Viva Highways Limited. Mr. Mahendra Mehta, Mr. Nikhilesh
Panchal and Mr. Mahendra Mehta were the Nominees of Independent Directors in said subsidiaries respectively as on March 31, 2026.
The composition and effectiveness of Boards of all subsidiaries is reviewed by the Company periodically. The Governance framework is also ensured through appointment of Secretarial Auditors. Guidance is provided to subsidiaries on matters relating to conduct of Board meetings, training and Familiarization Programs for the Independent Directors on the Boards of Subsidiaries.
The Company is in compliance with Regulation 24A of the Listing Regulations, pursuant to which, a listed company is required to annex the secretarial audit report of its material unlisted subsidiaries to its Boards Report. The secretarial audit reports for FY2025-26 of material unlisted subsidiaries viz. Ashoka Concessions Limited, Viva Highways Limited, Jaora-Nayagaon Toll Road Company Private Limited, and GVR Ashoka Chennai ORR Limited are annexed herewith and also available on the website of the Company at https://www.ashokabuildcon.com/ files/investors/financial-info/Annexure%20Vpdf
The Secretarial Audit Reports of the said SPVs do not contain any qualification, reservation or adverse remark.
As on April 01, 2026, pursuant to the provisions of SEBI LODR and based on audited financial statements for the year ended March 31, 2026, Viva Highways Limited and Jaora-Nayagaon Toll Road Company Private Limited, are only considered as material unlisted subsidiaries of the Company, based on Net Worth, for FY2026-27; whereas Ashoka Concessions Limited and GVR Ashoka Chennai ORR Limited have ceased to become material unlisted subsidiaries for FY2026-27, based on audited financial statements for FY2025-26.
None of Viva Highways Limited and Jaora-Nayagaon Toll Road Company Private Limited, need appointment of Nominee Independent Director of the Company on its Board of Directors as the net worth of these material unlisted subsidiaries does not exceed 20% of the consolidated net worth of the Company as on March 31, 2026.
The Company monitors performance of subsidiary companies, inter alia, by the following means:
> Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by the Companys Audit Committee.
> Minutes of Board meetings of subsidiary companies are placed before the Companys Board regularly.
> A statement containing all significant transactions and arrangements, if any, entered into by subsidiary companies is placed before the Companys Board.
> Presentations are made to the Companys Board on business performance of major subsidiaries of the Company by the senior management.
The Companys Policy for determining Material Subsidiaries is available on the website of the Company at https://www. ashokabuildcon.com/files/investors/corporate-governance/ ABL-Policy %20on%20Material%20Subsidiaries%20-%20 LODR%202015.pdf
Secretarial Compliance Report:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8 February 2019 read with Regulation 24A of the Listing Regulations, directed listed entities to conduct Annual Secretarial Compliance Audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. The said Secretarial Compliance Report is in addition to the Secretarial Audit Report by Practicing Company Secretary under Form No. MR-3 and is required to be submitted to the Stock Exchanges within 60 days from the end of the financial year. The Company has engaged the services of M/s Sharma and Trivedi LLP, Company Secretaries for providing the certificate. The Company is publishing the said Secretarial Compliance Report, on its website and the same can be accessed through https://www.ashokabuildcon.com/files/investors/ corporate-governance/ABL_ASCR_FY25_26_25052026_ BSE_NSE.pdf
Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees
In accordance with Section 178 and other applicable provisions of the Act read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the LODR, 2015, the Board of Directors reviewed and revised the Remuneration Policy of your Company. The Remuneration Policy is covered in the Corporate Governance Report which forms part of the Report and is also available on the web link at https://www.ashokabuildcon.com/ files/investors/corporate-governance/Remuneration%20Policy. pdf
Directors and Key Managerial Personnel
Mr. Ashok Katariya (DIN: 00112240) has been re-appointed as a Whole-time Director, designated as a Chairman, for a period of 2 years from April 01, 2026 and further, as per Section 196 and Schedule V of the Act, the approval of the members has been obtained by way of Postal Ballot, the results of which were declared on March 08, 2026 vide a special resolution for continuation of his office as a Whole-time Director, upon attaining the age of 70 (seventy) years.
During the year, Ms. Shilpa Hiran (DIN: 09045534), has been re-appointed as the Independent Director of the Company for the 2nd term of 5 consecutive years w.e.f. February 01, 2026. The approval of the members has been obtained by way of Postal Ballot, the results of which were declared on March 08, 2026 vide a special resolution.
Mr. Sanjay Londhe (DIN:00112604) and Mr. Ashish Kataria (DIN:00580763) retire by rotation at the ensuing annual general meeting and being eligible, offer himself themselves for reappointment.
Mr. Satish Parakh, Managing Director, Mr. Ashish Kataria, Whole-time Director, Mr. Paresh Mehta, Chief Financial Officer and Mr. Manoj Kulkarni, Company Secretary have been recognized as the Whole-time Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, in recognition of the great contributions by Mr. Sanjay Londhe (DIN: 00112604) and Mr. Ashish Kataria (DIN: 00580763) for the continuous business growth of the Company, have been re-designated as Joint Managing Director(s) of the Company with effect from August 11, 2026, without any change in their existing terms and conditions of the respective appointment of and the remuneration payable to Mr. Sanjay Londhe and Mr. Ashish Kataria.
None of the Key Managerial Personnel has resigned during the year under review.
Independent directors
All the Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 & Schedule IV thereto and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed compliance with the provisions relating to independence specified under the applicable laws and regulations.
Based on the declarations received from the Independent Directors and after undertaking an assessment of the veracity of such declarations, the Board is of the opinion that all Independent Directors possess the requisite integrity, expertise and experience and fulfill the conditions of independence prescribed under the Act and the Listing Regulations. The Board further confirms that the Independent Directors are independent of the management and are not aware of any circumstances or situations that may impair or impact their ability to discharge their duties with objective and independent judgment, In terms of Regulation 25(8) of Listing Regulations.
Further, the Independent Directors confirmed that they have enrolled themselves in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.
During the year under review, none of Independent Directors had resigned from the directorship.
None of the Independent Directors has any material pecuniary relationship or transaction with the Company, its Promoters, Directors, Senior Management or its subsidiaries that could affect their independence of judgment.
None of the Independent Directors of the Company has resigned, during the year, before the expiry of their tenure and hence disclosure of detailed reasons for their resignations are not applicable.
Re-appointment of Independent Director:
During the year, Ms. Shilpa Hiran (DIN: 09045534), vide special resolution, has been re-appointed as an Independent Director of the Company for the 2nd term of 5 consecutive years w.e.f. February 01, 2026. The approval of the members was obtained by way of Postal Ballot, the results of which were declared on March 08, 2026.
The Company has issued formal letters of appointment to all Independent Directors setting out the terms and conditions of their appointment, duties, responsibilities and expected time commitments in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The terms and conditions of appointment of Independent Directors are available on the Companys website at https://www.ashokabuildcon.com/files/investors/corporate-governance/ABL_ID_Appointment_Letter_format.pdf
Meeting of Independent Directors
The Independent Directors meet at least once in a year, without the presence of Executive Directors or Management representatives. They also have separate meeting(s) with the Chairman of the Board, to discuss issues and concerns, if any. During the year under review, one meeting of Independent Directors was held on March 31, 2026. The Independent Directors inter alia discussed the issues arising out of the Committee Meetings and Board including the quality, quantity and timely flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. In addition to these formal meetings, interactions outside the Board Meetings also take place between the Chairman and Independent Directors.
Annual evaluation of Boards performance
The Board has carried out an annual evaluation of its own performance, Board Committees, and individual Directors (including independent Directors) pursuant to the provisions of the Act and the Listing Regulations.
The separate point is covered in Corporate Governance Report, which is a part of this Annual Report.
Meetings of the Board
During the year under review, five (5) Meetings of the Board of Directors were held. The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of the Report. The gap between two Board Meetings did not exceed 120 days as per Section 173 of the Act.
Directors Responsibility Statement
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:
> In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
> The Directors had in consultation with Statutory Auditors, selected accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the Profit of the Company for the year ended on that date;
> They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
> The annual accounts have been prepared on a ‘going concern basis;
> They have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively during the financial; year 2025-26; and
> They have devised proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems were adequate and operating effectively during the financial; year 2025-26.
Auditors and Auditors Reports
a. Statutory Auditors
The Shareholders of the Company, pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, have appointed M/s. S R B C & CO LLP, Chartered Accountants, Mumbai, (Firm Registration No. 324982E/E300003), as the Statutory Auditors to hold office till the conclusion of the 34th Annual General Meeting (‘AGM) of the Company to be held for FY 2026-27. They have confirmed that they are not disqualified from continuing as Auditors of the Company and are eligible for re-appointment.
There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and the Rules framed thereunder either to the Company or to the Central Government.
The Auditors Reports on Standalone Financial Statements (SFS) for financial year 2025-26 do not contain any qualification, observation or adverse remark except the following:
Clause No. vii (a) of ANNEXURE 1-STATEMENT ON MATTERS SPECIFIED IN PARAGRAPHS 3 AND 4 OF THE COMPANIES (AUDITORS REPORT) ORDER, 2020
Remark: Undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues as applicable have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases for professional tax.
Reply: There was slight delay in payment of statutory dues in respect of Professional Tax, due to unavoidable circumstances. However, the same had been regularized and the dues have been paid during the year. The necessary precautions and steps have been taken to ensure that no such delays happen in future.
b. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Sharma and Trivedi LLP (LLP IN: AAW- 6850) Practising Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company, for a period of 5 consecutive years from FY 2025-26. The Secretarial Audit Report is annexed as Annexure II to the Boards Report.
There are no observations/adverse remarks or qualifications in the Secretarial Audit Report for FY2025-26 except the following.
Remark: Delay in filing of few E-forms with the Ministry of Corporate Affairs in few instances in respect of which the Company paid the additional fee and complied with the requirement
Reply: There was delay in submission of few e-Forms due to inadvertence and technical issues. The said forms had been submitted with additional fees and regularized the compliance. The necessary precautions and steps have been taken to ensure that no such delays happen in future.
c. Internal Auditors
M/s Suresh Surana & Co. LLP, Chartered Accountants, Mumbai and M/s. Hiran Surana & Associate LLP, Chartered Accountants, Nashik, had been appointed as Joint Internal Auditors of the Company for FY2025-26 and the reports of Joint Internal Auditors were reviewed by the Audit Committee from time to time at the meetings of Audit Committee. The observations and suggestions of the Internal Auditors were reviewed and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.
The Company has appointed M/s Suresh Surana & Co. LLP, Mumbai and M/s. Hiran Surana & Associates, LLP, Chartered Accountants, Nashik, as Joint Internal Auditors for FY2026-27.
d. Cost Auditors
Your Company is maintaining the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act and had appointed M/s. S. R. Bhargave & Co., Cost Accountants (Firm Registration No. 000218) as the Cost Auditors to conduct the audit of cost records of the Company and to issue Cost Audit Report for FY2025-26.
The Board has proposed the appointment of M/s S. R. Bhargave & Co., Cost Accountants, as the Cost Auditors of the Company for FY2026-27 at a remuneration of Rs.5,40,000/- (Rupees Five Lakh Forty Thousand only) plus applicable taxes and out-of-pocket expenses at actuals. The consent has been received from M/s. S. R. Bhargave & Co., Cost Accountants, Pune, to act as the Cost Auditors of your Company for financial year 2026-27 along with a certificate confirming their independence.
Appropriate resolution has been recommended by the Board to be passed by the shareholders in the ensuing Annual General Meeting to ratify the remuneration of the Cost Auditors for FY2026-27.
Audits and internal checks and balances
M/s S R B C & CO. LLP, Chartered Accountants, audit the accounts of the Company. The Company has established a robust internal control framework commensurate with the size, scale, and nature of its operations. These controls are designed to ensure the economical acquisition and optimal utilization of assets, safeguard assets against unauthorized use, loss, or disposition, and ensure that all transactions are appropriately authorized, accurately recorded, and properly reported.
The Company maintains a dedicated legal compliance function to ensure adherence to all applicable legal, statutory, and regulatory requirements. In line with the provisions of the Companies Act, the Company has implemented a comprehensive legal compliance program to ensure the existence and effective operation of an adequate compliance management system.
The internal control framework is further strengthened through well-documented policies and procedures. Internal audits of various functions and departments are conducted in accordance with the annual audit plan by joint internal auditors, who periodically submit their observations and recommendations to the Management and the Audit Committee of the Board. The Company also considers the observations and views of the statutory auditors in assessing the adequacy and effectiveness of its internal control systems and implementing necessary improvements.
The Companys project sites are integrated through the SAP ERP system, facilitating standardized processes, enhanced monitoring, and effective control mechanisms. The Management continuously reviews the internal control and compliance framework and undertakes necessary enhancements to ensure its ongoing effectiveness, efficiency, and alignment with evolving business and regulatory requirements.
Adequacy of Internal Financial Controls with reference to the financial statements:
The Company has established and implemented a comprehensive process-driven framework for Internal Financial Controls (“IFC”) in accordance with the requirements of Section 134(5)(e) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The framework is designed to provide reasonable assurance regarding the effectiveness of controls over operations, financial reporting, and compliance with applicable laws and regulations.
The Company has documented policies, standard operating procedures, and control mechanisms covering its financial and operational processes. These policies and procedures are reviewed and updated periodically to reflect evolving business requirements and regulatory developments. Compliance with the established controls is monitored through the internal audit function in accordance with the approved annual audit plan, and the Company continues to align its processes and controls with recognized best practices.
The Company maintains its books of account through the SAP ERP system, which incorporates robust transactional controls to ensure appropriate segregation of duties, defined approval hierarchies, and maintenance of supporting documentation. The ERP systems, standard operating procedures, and both automated and manual controls are regularly reviewed by the Management to ensure their continued effectiveness.
The Company has in place adequate Internal Financial Controls with reference to its Financial Statements, commensurate with the size, scale, and complexity of its operations. Independent audit firms have been appointed as Internal Auditors to evaluate the adequacy and effectiveness of the internal control environment and provide recommendations for continuous improvement.
To strengthen governance and ensure the orderly and efficient conduct of business, the Board has adopted various policies, including the Policy on Determination of Material Subsidiaries, Policy on Determination of Materiality of Events or Information, Whistle Blower Policy, Related Party Transactions Policy, Insider Trading Prevention Policy, Policy on Prevention of Sexual Harassment at Workplace, Corporate Social Responsibility Policy, Nomination and Remuneration Policy, Risk Management Policy, Dividend Distribution Policy, and other applicable policies and procedures. These frameworks support the safeguarding of assets, prevention and detection of frauds and errors, maintenance of accurate and complete accounting records, and timely preparation of reliable financial information.
The Audit Committee of the Board regularly reviews the adequacy and effectiveness of the internal control and financial reporting framework and recommends measures for its further strengthening. The Company also has a robust Management Information System (MIS), which forms an integral part of its overall control and monitoring mechanism.
Those Charged with Governance (“TCWG”)
During the year under review, in line with the requirements of the Companies Act, 2013, Standards on Auditing and guidance issued by the National Financial Reporting Authority (NFRA), the Company formalised a structured framework for engagement with Those Charged with Governance (“TCWG”).
This initiative reflects the Companys commitment to best-in-class governance practices, ensuring that critical audit matters, strategic decisions, risk areas and regulatory developments are deliberated in a timely and structured manner.
The TCWG framework has been established to institutionalise robust, transparent and continuous twoway communication between the Board, Audit Committee, Management and Statutory Auditors, thereby enhancing audit quality, strengthening financial reporting oversight and reinforcing investor confidence.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
In compliance of Sections 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any money transferred to the Unpaid Dividend Account of a Company in pursuance of these sections, which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to the Fund established under sub-section (1) of section 125 of the Act i.e. Investor Education and Protection Fund.
During the year under review, the Company transferred a sum of Rs.48,629/- to the Investor Education and Protection Fund established by the Central Government (IEPF). The said amount represents Interim Dividend FY 2017-18 lying unclaimed with the Company for a period of 7 years from its due date of payment.
An amount of Rs.4,70,464/- pertaining to various unpaid dividends along with 27,867 underlying shares has from time to time been transferred to IEPF as detailed in the following table:
| Sr. No. Particulars | Amount transferred to IEPF | No. of Underlying Shares transferred to IEPF |
| 1 Interim Dividend FY 2012-13 | 15,568 | 712 |
| 2 Final Dividend FY 2012-13 | 14,926 | 71 |
| 3 Interim Dividend FY 2013-14 | 23,635 | 1,076 |
| 4 Final Dividend FY 2013-14 | 15,608 | 7 |
| 5 Interim Dividend FY 2014-15 | 70,202 | 1,025 |
| 6 Final Dividend FY 2014-15 | 20,899 | 894 |
| 7 1st Interim Dividend FY 2015-16 | 71,473 | 1,779 |
| 8 2nd Interim Dividend FY 2015-16 | 52,124 | 1,759 |
| 9 Interim Dividend FY 2016-17 | 64,248 | 8,265 |
| 10 Final Dividend FY 2016-17 | 73,152 | 7,252 |
| 11 Interim Dividend FY 2017-18 | 48,629 | 5,027 |
| Total | 4,70,464 | 27,867 |
TRANSFER OF SHARES TO IEPF
As required under Section 124 of the Act, 15,517 Equity shares, in respect of which dividend has not been claimed by the members for Seven (7) consecutive years, have been transferred by the Company to IEPF during the year under review. The details of shares transferred have been uploaded on the website of IEPF as well as the Company.
The members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in the prescribed form available on http://www.iepf.gov.in along with requisite fees as decided by the IEPF Authority from time to time. The member/claimant can file only one consolidated claim in a financial year as per the IEPF Rules.
Familiarization Program for Independent Directors
In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has adopted a structured Familiarization Programme for its Independent Directors. The programme is designed to enable Independent Directors to gain a comprehensive understanding of the Companys business, industry, operations, governance framework, and regulatory environment, thereby facilitating informed participation in Board and Committee deliberations and effective discharge of their duties and responsibilities.
The Company firmly believes that a well-informed and engaged Board is essential for promoting effective corporate governance, protecting stakeholder interests, and creating sustainable longterm value. Accordingly, the Familiarization Programme is structured as a continuous process rather than a one-time induction exercise.
Upon appointment, Independent Directors are provided with an induction programme covering, inter alia:
• Their roles, responsibilities, rights, duties, and obligations under the Companies Act, 2013, SEBI Listing Regulations, and other applicable laws and regulatory requirements;
• The Companys organizational structure, business model, operational footprint, products and services, strategic objectives, and key performance drivers;
• Industry dynamics, market developments, competitive landscape, and emerging opportunities and challenges;
• Corporate governance practices, Board processes, Code of Conduct, ethical standards, and policies adopted by the Company;
• Risk management framework, internal financial controls, compliance management systems, internal audit processes, and sustainability initiatives; and
• Recent regulatory developments, amendments to applicable laws, and emerging governance and disclosure requirements.
As part of the ongoing familiarization process, the Company regularly organizes interactions between Independent Directors and members of the senior management team, including business and functional heads. These sessions include detailed presentations and discussions on the Companys business performance, financial results, strategic initiatives, operational developments, risk management practices, technology and digital initiatives, and other significant developments impacting the Companys business.
Independent Directors are also encouraged to engage directly with the management team to gain deeper insights into specific business areas and provide guidance on strategic, operational, governance, and risk-related matters. Such interactions enable them to remain updated on the Companys evolving business environment and contribute effectively to the Boards decision making process.
Further, periodic updates on regulatory changes, corporate governance developments, industry trends, and emerging risks are provided during Board and Committee meetings to ensure that Independent Directors remain well-informed of matters relevant to the Companys business and governance framework.
The details of the Familiarization Programme imparted to Independent Directors during the financial year, including the number of programmes attended and cumulative hours spent by Independent Directors, are disclosed in the Corporate Governance Report forming part of this Annual Report and are also available on the Companys website at https://www.ashokabuildcon.com/files/investors/corporate- governance /Familiarisation%20Programme-2526.pdf
Policies
The details about the adoption of the various Policies as per the requirement of the SEBI (LODR) Regulations, 2015 are covered in the Corporate Governance Report, which forms part of this Report.
Prohibition of Insider Trading
The details about prohibition of trading by Insiders are covered in the Corporate Governance Report which forms part of this Report.
Insurance
The Companys plant, property, equipment and stocks are adequately insured against major risks. The Company has appropriate liability insurance.
Directors and Officers Liability Insurance (D & O Policy)
Pursuant to Regulation 25(10) of the Listing Regulations, the Company has taken the Directors and Officers Liability Insurance Policy (“D&O Policy”) for all the Directors including Independent Directors of the Company for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty, or breach of trust for which they may be guilty in relation to the Company.
Succession Planning
The Company recognizes that effective succession planning is a key element of sound corporate governance and is essential for ensuring leadership continuity, organizational stability, and long-term value creation. In accordance with Regulation 17(4) of the Listing Regulations, the Board has established an appropriate succession planning framework for Directors, Key Managerial Personnel (“KMPs”), and Senior Management Personnel.
The Nomination and Remuneration Committee (“NRC”) plays a pivotal role in overseeing succession planning and periodically reviews the leadership pipeline to ensure the availability of qualified and capable talent for critical positions. The Committee evaluates potential candidates based on their competencies, experience, leadership capabilities, performance, integrity, and alignment with the Companys strategic objectives and values.
The Companys succession planning process focuses on identifying and developing high-potential talent through structured leadership development initiatives, mentoring, capability enhancement programmes, and career progression opportunities. The framework is designed to facilitate orderly transitions in leadership roles while ensuring continuity of business operations and preservation of institutional knowledge.
In addition, the Company maintains contingency and emergency succession plans for key positions to mitigate potential disruptions arising from unforeseen events. The Board and the NRC periodically review the effectiveness of the succession planning framework and assess emerging leadership requirements in light of the Companys growth strategy, business environment, and evolving regulatory landscape.
The Company remains committed to maintaining a balanced leadership structure that combines continuity, diversity of thought, professional expertise, and independent oversight. Through its succession planning initiatives, the Company seeks to ensure sustained organizational resilience, effective governance, and the continued creation of value for all stakeholders.
Disclosure on confirmation on the Secretarial Standards
Secretarial Standards are issued by the Institute of Company Secretaries of India (ICSI), one of the premier professional bodies in India. The Company follows with the said Secretarial Standards. Your Directors confirm that the Secretarial Standards issued by the ICSI have been duly complied with.
Related party transactions
All Related Party Transactions (RPTs) entered into during the financial year under review were in compliance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Requisite prior approvals or ratifications from the Audit Committee, the Board of Directors, and the Shareholders, where applicable, were duly obtained in accordance with law. The Policy on Related Party Transactions, periodically reviewed by the Board, is available on the Companys website.
RPT Policy, which is reviewed periodically is uploaded on the website at https:// www.ashokabuildcon.com/files/investors/ corporate-governance/Related%20party %20Transactions%20 Policy.pdf
During the year under review, your Company entered into transactions with related parties as defined under Section 2(76) of the Act read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Act, Rules issued thereunder and Regulation 23 of the Listing Regulations. The details of the related party transactions required under IND AS - 24 are set out in Note No. 51 to the standalone financial statements forming part of the Report.
During the financial year under review, the Company did not enter into any material transactions with related parties, including Promoters and Key Managerial Personnel, which were in potential conflict with the broader interests of the Company. All related party transactions were entered into in the ordinary course of business and at arms length. Accordingly statement under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2, is attached herewith as Annexure II and forms an integral part of this Report.
Particulars of loans given, investments made, guarantee given and securities provided under Section 186 of the Act
The particulars of loans given, investments made, guarantees given, and securities provided under the provisions of Section 186 of the Companies Act, 2013, are set out in Note No. 42 to the Standalone Financial Statements. As the Company qualifies as an “Infrastructure Company” under the Act, it is exempt from the restrictions under Section 186 regarding loans, guarantees, and investments, except for the provisions of Section 186(1).
Annual Return
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return, in the prescribed form MGT-7, as on 31st March 2026 is available on the Companys website at https://www.ashokabuildcon.com/financial- information.php
Corporate Social Responsibility
Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholders. As per the requirements of Section 135 of the Act, pertaining to Corporate Social Responsibility (“CSR”) your Company has duly constituted a Corporate Social Responsibility Committee (“CSR Committee”). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report.
In compliance with the amendments in the various provisions of the Act and the Companies Corporate Social Responsibility Amended Rules, 2021 issued by the Ministry of Corporate Affairs the Company had amended the Corporate Social Responsibility (CSR) Policy, which is available on the website of the company at https://www.ashokabuildcon.com/files/investors/corporate- governance/CSR%20Policy.pdf
For FY 2025-26, the CSR Committee approved the Budget for CSR activities as per working of net profit under section 198 of the Act and an amount required to be spent of Rs.6.92 Crore has been spent in full, during FY 2025-26 and there is no unspent CSR amount up to and including FY 2025-26.
Pursuant to Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Chief Financial Officer has issued a certificate dated May 21, 2026, confirming that the funds disbursed for Corporate Social Responsibility (CSR) activities during FY 2025-26 were fully utilized in accordance with the CSR budget and the implementation plan approved by the Board of Directors. The annual report on CSR activities for the financial year ended March 31, 2026, including the composition of the CSR Committee, is annexed as Annexure III to this Report.
Policy on prevention of sexual harassment
The Company is committed to providing and maintaining a safe, secure, inclusive, and respectful work environment that promotes equality, dignity, and mutual respect for all employees. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules framed thereunder, the Company has adopted a comprehensive Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.
The Policy reflects the Companys zero-tolerance approach towards any form of sexual harassment and aims to ensure a workplace free from harassment, discrimination, intimidation, and retaliation. It provides a robust framework for prevention, prohibition, reporting, investigation, and redressal of complaints relating to sexual harassment and seeks to promote a culture of trust, respect, and accountability across the organization.
The Company has constituted an Internal Complaints Committee (“ICC ”) at its workplaces in compliance with the requirements of the POSH Act. The ICC is empowered to receive, inquire into, and redress complaints of sexual harassment in a fair, impartial, confidential, and time-bound manner. The composition of the ICC is in accordance with the statutory requirements prescribed under the POSH Act and the Rules made thereunder.
The Policy extends protection to all eligible women employees and covers regular, temporary, contractual, trainee, apprentice, probationary, consultant, and third-party personnel, including employees of vendors, service providers, and visitors who may be present at the workplace. The Company also recognizes the importance of ensuring a respectful and safe working environment in all forms of work arrangements, including remote and hybrid work settings, wherever applicable.
To strengthen awareness and promote a culture of prevention, the Company conducts periodic sensitization, awareness, and training programmes for employees and members of the ICC. Such programmes are aimed at educating stakeholders on the provisions of the POSH Act, their rights and responsibilities, acceptable workplace behaviour, and the mechanisms available for reporting and redressal of grievances.
The Company remains committed to ensuring strict compliance with the POSH Act and continuously reviews its policies and practices to reinforce a workplace culture founded on dignity, respect, inclusivity, and equal opportunity for all.
Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given below.
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the Rules thereunder, it is hereby declared for financial year 2025-26, as follows.
a. number of complaints filed during financial year Nil
b. number of complaints disposed of during financial year N.A.
c. number of complaints pending as on end of financial year. N.A.
Maternity Benefit provided by the Company under Maternity Benefit Act, 1961
The Company states that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options or work from home, wherever and if applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
Disclosure under section 134 (3) (l) of the Act
Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company between the end of financial year of the Company and date of the report.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Act read with the Companies (Accounts) Rules, 2014 is as follows:
Conservation of energy
The Company does not have any manufacturing facility. The other particulars required to be provided in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.
Nevertheless, during the period the Company continued its endeavor to conserve energy through non-conventional mode like use of solar energy. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.
| Sr. No. Particulars | Remarks |
| I Steps taken or impact on conservation of energy | In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those actually implemented by the Company. |
| II Steps taken by the Company for utilizing alternate source of energy | In view of business activities of the Company, no substantial steps are required to be taken for conservation of energy other than those actually implemented by the Company. |
| III The capital investment on energy conservation equipment | Nil |
Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived, Import of Technology:
| Sr. No. Particulars | Remarks |
| i the efforts made towards technology absorption | No specific efforts made other than in the ordinary course of execution of the Project |
| ii the benefits derived like product improvement, cost reduction, product development or import substitution | N.A. |
| iii in case of imported technology (imported during the last three years reckoned from the beginning of financial year | N.A. |
| a. the details of technology imported | N.A. |
| b. the year of import | N.A. |
| c. Whether the technology fully absorbed | N.A. |
| d. If not fully absorbed, areas where absorption has not taken place, reasons thereof | N.A. |
| iv The expenditure on Research and Development | Nil |
Foreign Exchange Earnings and Outgo
Foreign Exchange earnings and outgo during the year under review are as follows:
| Total Foreign Exchange Earned and Outgo | Rs. in lakh |
| Foreign Currency Earnings | 39,393.33 |
| Foreign Exchange Outgo | 11,930.59 |
Details on Internal Financial Controls
The Company has in place adequate internal financial controls, some of which are outlined below.
• The Company prepared its Financial Statements to comply with the accounting standards specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.
These Standalone financial statements include Balance Sheet as at March 31, 2026, the Statement of Profit and Loss including Other Comprehensive Income, Cash flows Statement and Statement of changes in equity for the year ended March 31, 2026, and a summary of significant accounting policies and other explanatory information. The Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.
• The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
• The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by the respective Auditors of the Subsidiaries for consolidation.
• The opportunity presented by the emergence of Digital Technologies is one of the key strategic enablers to our sustainable growth. As a step towards process simplification, integration and speed, we have implemented the SAP S4 - HANA platform. This has enabled the organisation with a single source for financial accounting, costing, and asset accounting through Integrated System under SAP S4/ HANA architecture.
• The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes appropriate action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites.
• During the year under review, the internal financial controls were reviewed and tested by a reputed firm of Chartered Accountants who report on quarterly basis on the process and systems of accounting and other operational processes of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
Particulars of Employees
The statement containing top employees in terms of remuneration drawn and particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request.
In terms of Section 136 of the Act, the said annexure is open for inspection and has been hosted on the website of the Company at https://www.ashokabuildcon.com/files/investors/corporate- governance/Statement-Rule%205(2).pdf
In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the statement on employees particulars. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
The Managing Director and Whole-time Directors of your Company do not receive remuneration from any of the subsidiaries of your Company except Mr. Ashish Kataria, Wholetime Director of the Company, who received remuneration of
Rs.1.04 Crore during FY2025-26 from Ashoka Concessions Limited, a wholly owned subsidiary of the Company.
The information required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure IV to the Boards Report.
Performance Evaluation of the Board as whole, Committees and Directors including Independent Directors - its Criteria and process
Pursuant to the provisions of the Companies Act, 2013, the Rules made thereunder, the Listing Regulations, and the Companys Nomination and Remuneration Policy, the Board has established a robust framework for the annual evaluation of its performance, as well as that of its Committees, individual Directors and Chairperson of the Board.
During the financial year under review, the Board carried out a comprehensive annual performance evaluation of the Board as a whole, its Committees, the Chairperson, Executive Directors, and Independent Directors. The evaluation process was designed to assess the effectiveness of the Boards functioning, governance practices, strategic oversight, and contribution towards achieving the Companys objectives while creating long-term sustainable value.
The Nomination and Remuneration Committee (“NRC”) oversees the evaluation process and reviews the criteria, methodology, and effectiveness of the performance evaluation framework from time to time. The evaluation was conducted through assessment mechanism, which included confidential questionnaires, self-assessments, peer reviews, and feedback from Directors, as considered appropriate.
The evaluation criteria, inter alia, covered the following aspects:
• Composition, diversity, and effectiveness of the Board and its Committees;
• Quality of strategic guidance and business;
• Effectiveness of risk management, internal controls, compliance, and governance frameworks;
• Board processes, quality and timeliness of information flow, and decision-making effectiveness;
• Oversight of financial reporting, stakeholder engagement, and succession planning;
• Participation, attendance, preparedness, and contribution of Directors during Board and Committee meetings;
• Skills, expertise, experience, independence of judgment, and ability to constructively challenge management;
• Leadership and guidance provided by the Chairperson in fostering an open, inclusive, and effective Board culture.
In accordance with the requirements of the Companies Act, 2013 and Schedule IV thereto, the Independent Directors held a separate meeting during the year, without the presence of Non-Independent Directors and members of Management, to review the performance of the Chairperson, Non-Independent Directors, and the Board as a whole, and to assess the quality, quantity, and timeliness of information flow between the Management and the Board.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. For the above evaluation, the Board members completed questionnaires providing feedback on different parameters as already stated above including on performance of Board/Committees/Directors, engagement levels, independence of judgment and other criteria. Similarly, the performance of individual Directors and Board Committees was evaluated by the Board after considering the recommendations and observations of the Nomination and Remuneration Committee, wherever applicable.
The outcome of the evaluation was reviewed by the NRC and the Board. The assessment indicated that the Board, its Committees, and individual Directors continued to operate effectively and demonstrated an appropriate mix of skills, experience, expertise, independence, and diversity required to discharge their responsibilities efficiently. The evaluation process also provided valuable insights for enhancing Board effectiveness, strengthening governance practices, and supporting continuous improvement in the Companys leadership and oversight framework.
Management Discussion and Analysis
Management Discussion and Analysis is given in a separate section forming part of this Report.
Corporate Governance
The Company is committed to maintaining the highest standards of corporate governance and continues to be compliant with the requirements of corporate governance as enshrined in the Listing Regulations. The report on corporate governance together with a certificate from the Practising Company Secretary, confirming compliance with corporate governance norms as stipulated in the Listing Regulations, forms a part of this Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
As stipulated under the Listing Regulations, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Report as
Annexure VI to the Boards Report.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
> Details relating to deposits covered under Chapter V of the Act.
> Issue of equity shares with differential rights as to dividend, voting or otherwise.
> Voluntary revision of Financial Statements or Boards Report;
> Managing Director and Whole-time Directors received Commission from the Company within a regulatory limits of the Company Act, 2013 but Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries, except Mr. Ashish Kataria, Whole-time Director, who received the remuneration from Ashoka Concessions Limited, a subsidiary of the Company;
> Issue of shares (including sweat equity shares) to employees of the Company or under any ESOP scheme;
> No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
> No fraud has been reported by the Auditors to the Audit Committee or the Board.
> The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
> There were no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
> The Company was not in receipt of any loan amount from any Director of the Company.
> There was no instance of onetime settlement with any Bank or Financial Institution.
Cautionary Statement:
Statements in the Annual Report, describing the Companys objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.
Acknowledgement
The Board of Directors places on record its sincere gratitude and appreciation to all stakeholders, including shareholders, lenders, banks, financial institutions, investors, credit rating agencies, customers, suppliers, vendors, consultants, business associates, joint venture partners and other stakeholders for their continued trust, support and cooperation extended to the Company.
The Board also acknowledges with gratitude the valuable guidance, assistance and support received from various regulatory and statutory authorities, including the National Highways Authority of India, State Road Development Corporations, State Power Distribution Corporations, the Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India, Depositories, and other Central, State and local government authorities. The Board values their continued guidance and cooperation in supporting the Companys operations and growth.
The Directors also place on record their deep appreciation for the commitment, dedication and contributions of all employees. The Companys continued progress, resilience and achievements are driven by the collective efforts of its workforce, whose professionalism, innovation and commitment to excellence remain integral to the Companys long-term success and sustainable value creation.
| For and on behalf of the Board of Directors of | |
| Ashoka Buildcon Limited | |
| Sd/- | |
| (ASHOK KATARIYA) | |
| Place: Mumbai | Chairman |
| Date: August 11, 2026 | (DIN: 00112240) |
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