3.08 Contingent Liabilities and Contingent assets

A contingent liability is a possible obligation that arises
from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more
uncertain future events beyond the control of the
Company or a present obligation that is not recognised
because it is not probable that an outflow of resources
will be required to settle the obligation. A contingent
liability also arises in extremely rare cases where there
is a liability that cannot be recognised because it cannot
be measured reliably. The Company does not recognise
a contingent liability but discloses its existence in the
standalone financial statements.

A contingent asset is not recognised unless it becomes
virtually certain that an inflow of economic benefits will
arise. When an inflow of economic benefits is probable,
contingent assets are disclosed in the standalone
financial statements.

Contingent liabilities and contingent assets are reviewed
at each balance sheet date.

3.9 Impairment of financial assets (other than at fair value)

The Company assesses on a forward looking basis the
expected credit losses associated with its assets carried
at amortised cost and FVTOCI debt instruments. The
impairment methodology applied depends on whether
there has been a significant increase in credit risk.

For trade receivables only, the Company applies the
simplified approach permitted by Ind AS 109 Financial
Instruments, which requires expected lifetime losses to
be recognised from initial recognition of the receivables.

3.10 Provisions

Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of
the amount of the obligation. The expense relating to a
provision is presented in the statement of profit and loss
net of any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to
the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised
as a finance cost. Provisions are reviewed at each
balance sheet date and adjusted to reflect the current
best estimates.

3.11 Investments in subsidiaries and joint ventures

The Company accounts for the investments in equity
shares of subsidiaries and joint ventures at cost
in accordance with Ind AS 27- Separate Financial
Statements. The Company reviews its carrying value of
investments carried at amortised cost annually, or more
frequently when there is indication for impairment. If the
recoverable amount is less than its carrying amount,
the impairment loss is accounted for. On disposal
of investments in subsidiaries and joint venture, the
difference between net disposal proceeds and the
carrying amounts are recognised in the Standalone
Statement of Profit and Loss.

From the quarter ended December 31, 2024, pursuant
to the requirements of Ind AS 28, “Investment in Joint
ventures and Associates” read with Ind AS 27 “Separate
Financial Statements”, the Company’s assessed its
eligible joint venture investments are measured at fair
value through profit and loss in accordance with Ind

AS 109 rather than using cost method. (Refer note 29).
As per Ind AS 28, this election is used for investments
wherein there is demonstrable features such as, fair
value being the primary measurement attribute used,
fair value information of the eligible investments being
used internally used by the Company’s key management
personnel and also being provided to the investors.

In addition, the Company also considers presence of
certain typical characteristics, including, having more
than one investment, to diversify the risk portfolio and
maximise returns; having multiple nonrelated party
investors whose object is to maximise investment
opportunities; and having ownership interests in the
form of equity or similar interests.

3.12 Retirement and other employee benefits

Employee benefits include salaries, wages, contribution
to provident fund, gratuity, leave encashment towards
un-availed leave, compensated absences, post¬
retirement medical benefits and other terminal benefits.

Short-term employee benefits

Wages and salaries, including non-monetary benefits
that are expected to be settled within 12 months after
the end of the period in which the employees render the
related service are recognised in respect of employees’
services up to the end of the reporting period and are
measured at the amounts expected to be paid when
the liabilities are settled. The liabilities are presented
as current employee benefit obligations in the balance
sheet. Liabilities recognised in respect of short-term
employee benefits are measured at the undiscounted
amount of the benefits expected to be paid in exchange
for the related service.

i. Defined contribution plan

Retirement benefits in the form of provident
fund are a defined contribution scheme and the
contributions are charged to the standalone
statement of profit and loss of the period when
the employee renders related services. There are
no other obligations other than the contribution
payable to the respective authorities.

ii. Defined benefit plan

The Company has maintained a Company Gratuity
Scheme with M/s. Life Insurance Corporation of
India (LIC) managed by a separate Trust, towards
which it annually contributes a sum based on the
actuarial valuation made by M/s. LIC. Gratuity
liability for eligible employees are defined benefit
obligation and are provided for on the basis of an

actuarial valuation on projected unit credit method
made at the end of each financial year. Obligation is
measured at the present value of estimated future
cash flows using discounted rate that is determined
by reference to market yields at the balance sheet
date on Government Securities where the currency
and terms of the Government Securities are
consistent with the currency and estimated terms
of the defined benefit obligation.

Re-measurements, comprising of actuarial gains and
losses excluding amounts included in net interest on the
net defined benefit liability are recognised immediately
in the balance sheet with a corresponding debit or credit
to retained earnings through OCI in the period in which
they occur. Re-measurements are not reclassified to
statement of profit and loss in subsequent periods.

Past service costs are recognised in statement of profit
and loss on the earlier of:

• The date of the plan amendment or curtailment, and

• The date that the Group recognises related
restructuring costs

Net interest is calculated by applying the discount rate
to the net defined benefit liability or asset.

The Company recognises the following changes in the
net defined benefit obligation as an employee benefit
expense in the statement of profit and loss:

• Service costs comprising current service costs, past-
service costs, gains and losses on curtailments and
non-routine settlements; and

• Net interest expense or income
Leave Encashment

As per the leave encashment policy of the Company,
the employees have to utilise their eligible leave during
the calendar year and lapses at the end of the calendar
year. Accruals towards compensated absences at
the end of the financial year are based on last salary
drawn and outstanding leave absence at the end of the
financial year.

Other long-term employee benefits

Liabilities recognised in respect of other long-term
employee benefits are measured at the present value
of the estimated future cash outflows expected to be
made by the Company in respect of services provided
by employees up to the reporting date.

3.13 Financial instruments

A financial instrument is any contract that gives rise to
a financial asset of one entity and a financial liability or
equity instrument of another entity.

Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value
plus, in the case of financial assets not recorded at fair
value through profit or loss, transaction costs that are
attributable to the acquisition of the financial asset.

On initial recognition, a financial asset is classified as
measured of

• Amortised cost

• FVOCI - Debt instruments

• FVOCI - equity instruments

• FVTPL

Financial assets are not reclassified subsequent to
their initial recognition, except if and in the period, the
Company changes its business model for managing
financial assets.

Debt instruments at amortised cost

A ‘debt instrument’ is measured at its amortised cost if
both the following conditions are met:

a) The asset is held within a business model whose
objective is to hold assets for collecting contractual
cash flows, and

b) Contractual terms of the asset give rise on specified
dates to cash flows that are solely payments
of principal and interest (SPPI) on the principal
amount outstanding.

After initial measurement, such financial assets are
subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost
is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included
in other income in the statement of profit and loss. The
losses arising from impairment are recognised in the
statement of profit and loss.

This category is the most relevant to the Company.

Debt instrument at FVTOCI

A ‘debt instrument’ is classified at FVTOCI if both of the
following criteria are met:

a) The objective of the business model is achieved
both by collecting contractual cash flows and
selling the financial assets, and

b) The asset’s contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category
are measured initially as well as at each reporting date
at fair value.

Fair value movements are recognized in the other
comprehensive income (OCI). However, the Company
recognizes interest income, impairment losses &
reversals and foreign exchange gain or loss in the Profit
and Loss. On derecognition of the asset, cumulative
gain or loss previously recognised in OCI is reclassified
from the equity to Profit and Loss. Interest earned whilst
holding FVTOCI debt instrument is reported as interest
income using the EIR method.

Fair value through profit or loss (FVTPL)

Assets that do not meet the criteria for amortized cost or
FVOCI are measured at fair value through profit or loss.
Interest income from these financial assets is included
in other income.

Equity investment

All equity investments in scope of Ind AS 109 are
measured at fair value. Equity instruments which are held
for trading are classified as at FVTPL. For all other equity
instruments, the Company may make an irrevocable
election to present in other comprehensive income
subsequent changes in the fair value.

The Company makes such election on an instrument-
by-instrument basis. The classification is made on initial
recognition and is irrevocable.

If the Company decides to classify an equity instrument
as at FVTOCI, then all fair value changes on the
instrument, excluding dividends, are recognized in the
OCI. There is no recycling of the amounts from OCI to
standalone statement of profit and loss, even on sale
of investment. However, the Company may transfer the
cumulative gain or loss within equity.

Equity instruments included within the FVTPL category
are measured at fair value with all changes recognised
in the standalone statement of profit and loss.

Derecognition

A financial asset (or, where applicable, a part of a
financial asset or part of a Company of similar financial
assets) is primarily derecognised (i.e. removed from the
Company’s balance sheet) when:

The rights to receive cash flows from the asset have
expired, or

The Company has transferred its rights to receive cash
flows from the asset or has assumed an obligation to
pay the received cash flows in full without material lay
to a third party under a ‘pass-through’ arrangement; and
either (a) the Company has transferred substantially all
the risks and rewards of the asset, or (b) the Company
has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred
control of the asset.

When the Company has transferred its rights to receive
cash flows from an asset or has entered into a pass¬
through arrangement, it evaluates if and to what extent
it has retained the risks and rewards of ownership. When
it has neither transferred nor retained substantially all
of the risks and rewards of the asset, nor transferred
control of the asset, the Company continues to recognise
the transferred asset to the extent of the Company’s
continuing involvement. In that case, the Company also
recognises an associated liability. The transferred asset
and the associated liability are measured on a basis that
reflects the rights and obligations that the Company
has retained.

Continuing involvement that takes the form of a
guarantee over the transferred asset is measured at the
lower of the original carrying amount of the asset and
the maximum amount of consideration that the Company
could be required to repay.

Impairment of financial assets

In accordance with lnd AS 109, the Company applies
expected credit loss (ECL) model for measurement and
recognition of impairment loss on the following financial
assets and credit risk exposure:

a) Financial assets that are debt instruments, and
are measured at amortised cost e.g., loans,
debt securities, deposits, trade receivables and
bank balance

b) Financial assets that are debt instruments and are
measured as at FVTOCI

c) Lease receivables under lnd AS 17

d) Trade receivables or any contractual right to receive
cash or another financial asset that result from
transactions that are within the scope of lnd AS 115.

e) Loan commitments which are not measured as
at FVTPL

f) Financial guarantee contracts which are not
measured as at FVTPL

The Company follows ‘simplified approach’ for
recognition of impairment loss allowance on:

• Trade receivables and

• Other receivables

The application of simplified approach does not
require the Company to track changes in credit risk.
Rather, it recognises impairment loss allowance based
on lifetime ECLs at each reporting date, right from its
initial recognition.

For recognition of impairment loss on other financial
assets and risk exposure, the Company determines that
whether there has been a significant increase in the
credit risk since initial recognition. If credit risk has not
increased significantly, 12-month ECL is used to provide
for impairment loss. However, if credit risk has increased
significantly, lifetime ECL is used. If, in a subsequent
period, credit quality of the instrument improves such
that there is no longer a significant increase in credit
risk since initial recognition, then the entity reverts
to recognising impairment loss allowance based on
12-month ECL.

Lifetime ECL are the expected credit losses resulting
from all possible default events over the expected life
of a financial instrument. The 12-month ECL is a portion
of the lifetime ECL which results from default events that
are possible within 12 months after the reporting date.

ECL is the difference between all contractual cash flows
that are due to the Company in accordance with the
contract and all the cash flows that the entity expects to
receive (i.e., all cash shortfalls), discounted at the original
EIR. When estimating the cash flows, an entity is required
to consider:

• All contractual terms of the financial instrument
(including prepayment, extension, call and similar
options) over the expected life of the financial
instrument. However, in rare cases when the expected

life of the financial instrument cannot be estimated
reliably, then the entity is required to use the
remaining contractual term of the financial instrument.

• Cash flows from the sale of collateral held or
other credit enhancements that are integral to the
contractual terms.

• Financial assets measured as at amortised
cost, contractual revenue receivables and lease
receivables: ECL is presented as an allowance, i.e.,
as an integral part of the measurement of those
assets in the balance sheet. The allowance reduces
the net carrying amount. Until the asset meets write¬
off criteria, the Company does not reduce impairment
allowance from the gross carrying amount.

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortised cost
using the effective interest method includes loans
and borrowings, derivatives designated as hedging
instruments in an effective hedge, trade payables and
other payables.

Subsequent measurement

The measurement of financial liabilities depends on their
classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss
include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair
value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the
purpose of repurchasing in the near term.

Loans and borrowings

This is the category most relevant to the Company. After
initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the
EIR method. Gains and losses are recognised in profit
or loss when the liabilities are derecognised as well as
through the EIR amortisation process. Amortised cost
is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included
as finance costs in the statement of profit and loss.

This category generally applies to borrowings. For more
information refer Note 15.

Derecognition

A financial liability is derecognised when the obligation
under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another
from the same lender on substantially different terms,
or the terms of an existing liability are substantially
modified, such an exchange or modification is treated
as the derecognition of the original liability and the
recognition of a new liability. The difference in the
respective carrying amounts is recognised in the
standalone statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and
the net amount is reported in the balance sheet if
there is a currently enforceable legal right to offset
the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle the
liabilities simultaneously.

3.14 Contingent consideration receivable

Contingent consideration is classified as an asset
and is measured at fair value on the transaction date.
Subsequently, contingent consideration is remeasured
to fair value at each reporting date, with changes
included in the statement of profit and loss.

3.15 Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise
cash at banks and on hand and short-term deposits with
an original maturity of three months or less, which are
subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash
and cash equivalents consist of cash and short-term
deposits, as defined above as they are considered an
integral part of the Company’s cash management.

3.16 Assets held for sale:

Non-current assets or disposal groups comprising of
assets and liabilities are classified as ‘held for sale’
when all of the following criteria’s are met: (i) decision
has been made to sell. (ii) the assets are available for
immediate sale in its present condition. (iii) the assets are
being actively marketed and (iv) sale has been agreed
or is expected to be concluded within 12 months of
the Balance Sheet date. These are measured at the
lower of their carrying amount and fair value less costs
to sale. Costs to sell are the incremental costs directly
attributable to the disposal of assets (disposal group),
excluding finance cost and income tax expenses.

3.17 Earnings per share

Basic earnings per share are calculated by dividing the
net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the period.

For the purpose of calculating diluted earnings per
share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number
of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares.

3.18 Hedge Accounting

The Company designates certain hedging instruments,
which include derivatives and non-derivatives in respect
of foreign currency risk, as cash flow hedges.

To qualify for hedge accounting, the hedging relationship
must meet all of the following requirements:

• there is an economic relationship between the
hedged items and the hedging instruments,

• the hedge ratio of the hedging relationship is the
same as that resulting from the quantity of the hedged
item that the entity actually hedges and the quantity
of the hedging instrument that the entity actually uses
to hedge that quantity of hedged item.

• the effect of credit risk does not dominate the value
changes that result from that economic relationship.

At the inception of the hedge relationship, the entity
documents the relationship between the hedging
instrument and hedged item, along with its risk
management objectives and its strategy for undertaking
various hedge transactions. Furthermore, at the
inception of the hedge and on an ongoing basis, the
Company documents whether the hedging instrument is
highly effective in offsetting changes in fair value or cash
flows of the hedged item attributable to the hedged risk.

Cash flow hedges

The Company designates derivative contracts or
non derivative financial assets / liabilities as hedging
instruments to mitigate the risk of movement in interest
rates and foreign exchange rates for foreign exchange
exposure on highly probable future cash flows
attributable to a recognised asset or liability or forecast
cash transactions.

As per records of the Company, including its register of shareholders / members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership
of shares.

There were no shares issued for consideration other than cash during the period of 5 years immediately preceding the
reporting date.

c. Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of '1.00 per share. Each holder of equity shares
is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject
to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend, if any.

During the year ended March 31,2025, the amount of per share dividend recognised as distributions to equity shareholders
is '0.40 per equity share of face value of ' 1 per each (March 31, 2024: ' 0.275 per equity share) (refer note 40).

I n the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of
the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
shares held by the shareholders.

Nature and purpose of reserves

a) Securities Premium - Securities Premium is used to record the premium received on issue of shares. It is utilised in
accordance with the provisions of the Companies Act, 2013.

b) General Reserve - The Company had transferred a portion of the net profit of the Company before declaring dividend to
general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not
required under the Companies Act 2013.

c) Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general
reserve, dividends or other distributions paid to shareholders.

d) Equity investments through OCI: This represents the cumulative gains or losses arising on investments in equity
instruments / units of funds designated at fair value through other comprehensive income.

e) Remeasurements of defined benefit liability / (asset) through OCI : Remeasurements of defined benefit liability / (asset)
comprises actuarial gains and losses and return on plan assets (excluding interest income). Below is the movement of
remeasurement of defined benefit liability /(assets) :

(i) Term loans (secured)

Indian rupee term loan from banks:
a) Rate of interest and security

• Indian rupee term loan from banks of ' 7,374.10 million (March 31, 2024 : ' 8,591.71 million) carries interest rate
at the rate 9.50% p.a. to 9.85% p.a. (linked to MCLR plus applicable spread) (March 31,2024 : 9.50% p.a. to 9.55%
p.a.) and are secured by pledge of certain units of one of its joint-venture, charge on escrow account opened
with the banks along with certain receivables from related parties and others, debt service reserve account and
subservient charge on the current assets of the Company to the extent of 100% of the outstanding loan.

b) Repayment schedule
March 31, 2025:

• Loan amounting to ' 4,245.10 million is repayable in 39 structured monthly installments commencing from April
30, 2025.

• Loan amounting to ' 3,129.00 million is repayable in 51 structured monthly installments commencing from April
30, 2025.

March 31, 2024:

• Loan amounting to ' 4,882.61 million is repayable in 51 structured monthly installments commencing from April
30, 2024.

• Loan amounting to ' 3,709.10 million is repayable in 63 structured monthly installments commencing from April
30, 2024.

c) Availed and repayment during the year

• Loan amounting to ' Nil (March 31,2024 : ' 14,000.00 million) has been availed during the current reporting year.

• Loan amounting to ' 1,217.61 million (March 31, 2024 : ' 5,408.29 million) has been repaid during the current
reporting year.

(ii) 7.11% Senior Secured USD Notes

7.11% Senior Secured USD Notes issued by the Company is listed on India International Exchange Limited.

a) Rate of interest and security

The Senior secured USD Notes carries interest rate @ 7.11% per annum and are secured by a first ranking pledge over
a portion of holding the fully paid-up and voting equity shares and sub-ordinated debt in IRB MP Expressway Private
Limited (excluding six shares held by nominee shareholders) and certain portion of units holding in IRB Infrastructure
Trust, together with all of the rights, title, interests, benefits, claims and demands whatsoever in respect of these
shares, subordinated debt and units provided by the borrower, both present and future; and a first ranking charge
over the Escrow Account, together with all cash flows, receivables and other assets and securities which represent all
amounts in such account and all of the moneys, securities, instruments, investments and other properties deposited in,
credited to or required to be deposited in or credited to or lying to the credit of such account, both present and future.

b) Repayment schedule -

The Senior secured USD Notes aggregating to ' 63,330.24 million (equivalent to USD 740 million) [(March 31, 2024:
' 45,021.91 million (equivalent to USD 540 million))] is repayable as 8 structured installment per schedule commencing
from September 11, 2028.

c) Availed and repayment during the year

• Loan amounting to '17,188.45 million (equivalent to USD 200.00 million) [(March 31, 2024: ' 44,596.36 million
(equivalent to USD 540.00 million))] has been availed during the current reporting year.

• There is no repayment during current and previous reporting year.

(iii) Non-convertible Debentures (NCD) (listed)

a) Rate of interest and security

i) From Bank - Listed NCD 2,000 (March 31, 2024 : 2,000) of face value of '1,10,000 (March 31, 2024 :
' 5,20,000) each:

Secured, redeemable, listed Non-convertible Debentures of '220.00 million (March 31,2024 : ' 1,040.00 million)
carries interest rates at 9.55% (March 31,2024 : 9.55% ) and are secured by pledge of units of a joint venture and
subservient charge on the current asset of the Company to the extent of 125% of the outstanding NCD amount
and escrow account.

*The tax rate on long-term capital gains for both financial and non-financial assets has been reduced from 20% to 12.5%.

However, the indexation benefit for the sale of long-term assets has been removed. As a result, any sale of long-term assets

after July 23, 2024, will be taxed at 12.5% without the indexation benefit.

Note 29 : Exceptional Item

With regulatory changes relating to operations of Infrastructure Investment Trust, coupled with changes in business environment

and emerging business opportunities, the Company has aligned its business model with respect to its investment in IRB

Infrastructure Trust, IRB InvIT Fund and related assets (“InvITs & Related Assets”).

i) Consequently, during the quarter ended December 31, 2024, the Company assessed its eligible investments, including
interest in joint ventures meeting the required conditions under Ind AS 28, “Investment in Joint ventures and Associates”,
read with Ind AS 27 “Separate Financial Statements” for measurement at fair value through profit and loss account
(“FVTPL”). Accordingly, on initial recognition, fair value gain of ' 47,949.12 million (net of deferred tax of ' 16,126.57 million)
has been recognised and presented as ‘Exceptional items’ in the Audited Standalone Statement of Profit and Loss.

ii) Subsequent gain on measurement of these investments at fair value have been recognised and presented as “Gain on
InvITs & Related Assets as per fair value measurement” under revenue from operations in the Standalone Statement of
Profit and Loss.

iii) “Dividend / Interest income from InvITs & Related Assets” have been presented separately under revenue from operations
from the date of initial recognition on account of the above change.

Notes:

i. The Company does not expect any outflow of economic resources in respect of the above and therefore no provision
is made in respect thereof.

ii. The Company has provided corporate guarantee to the lenders against outstanding project facility including
mobilisation advance bank guaranee of the subsidiary companies and joint ventures to make good the shortfall, if
any, between the secured obligations of the subsidiary companies and joint ventures and the termination payment
receivable from the Authority in the event of termination of the Concession Agreement. As on March 31, 2025 and
March 31, 2024, since the termination clause has neither triggered nor expected to trigger in the foreseeable future
for any of the subsidiary and joint venture, the said liability is considered as remote.

iii. The Company’s pending litigations comprise of claims against the Company primarily by the commuters. The Company
has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are
required and disclosed contingent liabilities where applicable, in its standalone financial statements. The Company
has not provided for or disclosed contingent liabilities for matters considered as remote for pending litigations/public
litigations(PI L)/claims the commuters wherein the management is confident, based on the internal legal assessment
and advice of its lawyers that these litigations would not result into any liabilities. The Company does not expect the
outcome of these proceedings to have a material adverse effect on the standalone financial statements.

iv. The Company has issued a corporate guarantee in favour of lenders for working capital facilities sanctioned to its
subsidiary. The outstanding balance under these facilities, as at March 31, 2025, aggregated to ' 4,263.49 million
(March 31,2024 : ' 4,100.66 million).

v. The Company has no material tax litigations in the current period and previous year.

vi. Refer note 33 for related party transactions / balances.

The cost of quoted investmemts is '7,652.57 million (March 31, 2024 : '10,309.28 million).

The Company has applied the factors and disclosed the quantitative information under Ind AS 113 based on the classes of
assets and liabilities for the purpose of the above disclosures considering the risk profile of financial assets and liabilities.

The management assessed that investments, trade receivables, cash and cash equivalents, other bank balances, loans, other
financial assets, borrowings including bank overdrafts, trade payables and other financial liabilities approximate their carrying
amounts largely due to the short term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale.

The discount for lack of marketability represents the amounts that the Company has determined that market participants would
take into account when pricing the investments.

The above investments does not include equity investments in subsidiaries and joint ventures which are carried at cost.
However, from the quarter ended December 31, 2024 the investments in joint venture are measured at FVTPL, refer Note 29
and hence are required to be disclosed as per Ind AS 107 ‘Financial Instrument Disclosure.

a) out of the above, ' 202.12 million on account of fair valuation is reflected under note 21 “Gain on InvITs & Related Assets
as per fair value measurement

b) refer note 33 for related party transactions and balances
Note 37 : Financial risk management objectives and policies

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are
reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.

In performing its operating, investing and financing activities, the Company is exposed to the Credit risk, Liquidity risk and
Market risk.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk excluding hedge risk (refer note 48) and
other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and
borrowings, deposits, FVTOCI investments and derivative financial instruments.

Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from
its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other
financial instruments.

Financial instruments

Credit risk from balances with banks, trade receivables, loans and advances and financial institutions is managed by the
Company top management in accordance with the Company’s policy. Investments of surplus funds are made only with approved
counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the top
management on an annual basis, and may be updated throughout the year subject to approval of the Company’s board of
directors. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s
potential failure to make payments.

Investment in Equity shares/units

The Company has investments in equity shares / units and non-covertible debentures. The settlement of such instruments is
linked to the completion of the respective underlying projects. Such Financial Assets are not impaired as on the reporting date.

Trade receivables

Concentration of credit risk with respect to trade receivables are high, due to the Company’s customer base being limited.
All trade receivables are reviewed and assessed for default on a quarterly basis. Based on historical experience of collecting
receivables indicate a low credit risk.

Derivative financial instruments

The Company holds derivative financial instruments such as Principal only swap/Coupon only swap / Cross surrency swap
to mitigate the risk of changes in foreign exchange rates. The counter party for these contracts is generally a bank. These
derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs
that are directly or indirectly observable in the market place. (refer note 48 for details of derivative instruments).

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s
long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and
borrowings affected, after excluding the credit exposure on fixed rate borrowing. With all other variables held constant, the
Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

Note 39 : Capital management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy
capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure
and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust
the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue
new shares. No changes were made in the objectives, policies or processes during the year ended March 31,2025 and year
ended March 31,2024.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt is
calculated as loans and borrowings less cash and cash equivalents.

Dividends paid during the year ended March 31,2025 include an amount of '0.10 per equity share towards interim dividend
for the year ended March 31, 2024 and an amount of ' 0.30 per equity share towards interim dividends for the year ended
March 31, 2025.

Dividends paid during the year ended March 31, 2024 include an amount of ' 0.075 per equity share towards interim dividend
for the year ended March 31, 2023 and an amount of ' 0.20 per equity share towards interim dividends for the year ended
March 31, 2024.

(e) Performance obligation

The Company undertakes Engineering, Procurement and Construction business. The ongoing contracts with customers
are for road construction. The type of work in these contracts involve construction, engineering, designing, etc.

The Company evaluates whether each contract consists of a single performance obligation or multiple performance
obligations. Contracts where the Company provides a significant integration service to the customer by combining all
the goods and services are concluded to have a single performance obligations. Contracts with no significant integration
service, and where the customer can benefit from each unit on its own, are concluded to have multiple performance
obligations. In such cases consideration is allocated to each performance obligation, based on standalone selling prices.
Where the Company enters into multiple contracts with the same customer, the Company evaluates whether the contract
is to be combined or not by evaluating factors such as commercial objective of the contract, consideration negotiated
with the customer and whether the individual contracts have single performance obligations or not.

The Company recognises contract revenue over time as the performance creates or enhances an asset controlled by the
customer. For such arrangements revenue is recognised using cost based input methods. Revenue is recognised with
respect to the stage of completion, which is assessed with reference to the proportion of contract costs incurred for the
work performed at the balance sheet date relative to the estimated total contract costs.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company’s input
methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer.
Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the
impact of any performance incentives, liquidated damages, and other forms of variable consideration.

I f estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognizes
the entire estimated loss in the year the loss becomes known. Variations in contract work, claims, incentive payments
are included in contract revenue to the extent that may have been agreed with the customer and are capable of being
reliably measured.

(f) Revenue recognition for future related to performance obligations that are unsatisfied (or partially satisfied) :

While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or
partially) satisfied performance obligations, along with the board time band for the expected time to recognise those
revenue, the Company has applied the practical expedient in Ind AS 115.

Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as
terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in tax
laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations
is '23,711.38 million (March 31, 2024 : '57,331.20 million) is expected to be recognised as revenue in the next one to
three years. No consideration from contracts with customers is excluded from the amount mentioned above.

(g) Practical expedients:

Applying the practical expedient in paragraph 63 of Ind AS 115, the Company does not adjust the promised amount
of consideration for the effects of a significant financing component if at contract inception it is expected that the year
between when the entity transfers a promised good or service to a customer and when the customer pays for that good
or service will be one year or less.

The Company applies practical expedient in paragraph 121 of Ind AS 115 and does not disclose information about
remaining performance obligations for EPC contracts that have original expected duration of one year or less.

(h) Information about major customers

Revenue from two customers of the Company is ' 20,331.80 million (March 31, 2024 : three customers of '30,158.37
million) which is more than 10% of the Company’s total revenue.

Note 45 : IRB Pathankot Amritsar Toll Road Limited (IPATL)

The Company being an EPC contractor, recognised revenue in the financial year 2022-23 aggregating ' 418 Crores as one time
income, in relation to claims awarded to IRB Pathankot Amritsar Toll Road Limited (IPATL), upon a favourable judicial award. As
the matter was further disputed at the Higher Authority in July 2023, IPATL has filed a Special Leave Petition (SLP) before the
Hon’ble Supreme Court which had been admitted. Based on legal opinion, the management believes that there is no material
change in its financial position as at date.

Management is of the view that investment in mutual fund shall not form part of disclosure under section 186 (11) read with

Schedule VI of the Act since they do not fall under the definition of body corporate as defined in Section 2 of the Companies

Act, 2013.

The Company is engaged in the business of providing infrastructural facilities as per Section 186 (11) read with Schedule

VI of the Companies Act 2013. Accordingly, disclosures under Section 186 of the Act in respect of loan made, investments,

guarantees given or security provided is not applicable to the Company.

Note :

(a) IRB Infrastructure Trust (“Trust”) has received approval for listing of its units on the National Stock Exchange of India Limited
(NSE). The Units of the Trust has been listed on NSE with effect from April 3, 2023.

(b) Samakhiyali Tollway Private Limited ceases to be subsidiary on December 27, 2023 and is considered a joint venture of
the Company from December 28, 2023.

(c) IRB Golconda Expressway Private Limited ceases to be subsidiary on August 10, 2023 and is considered a joint venture
of the Company from August 11,2023.

(d) The Company has sold 41% stake in Meerut Budaun Expressway Limited (“MBEL”) to IRB Infrastructure Trust on December
27, 2024 for an aggregate consideration of ' 8,746.14 million. The Company continues to hold balance 10% stake in MBEL.

(ii) Hedging activities
Foreign Currency Risk

The Company is exposed to foreign currency risks as explained in note 37 above. In line with the Risk Management Policy,
the Company has hedged almost 100% of it’s foreign currency borrowings. To that extent, the Company is not exposed
to foreign currency risk.

All borrowing related hedges are accounted for as cash flow hedges.

Interest Rate Risk

The Company is not exposed to interest rate risks on fixed rate borrowings as explained in note 37 above.

(iii) Hedge Effectiveness

There is an economic relationship between the hedged items and the hedging instruments as the terms of the hedge
contracts match the terms of hedge items. The Company has established a hedge ratio of 1:1 for the hedging relationships
as the underlying risk of the foreign exchange are identical to the hedged risk components. To test the hedge effectiveness,
the Company compares the changes in the fair value of the hedging instruments against the changes in fair value of the
hedged items attributable to the hedged risks.

(iv) Source of Hedge ineffectiveness

I n case of foreign currency risk, the main source of hedge ineffectiveness is the effect of the counterparty and the
Company’s own credit risk on the fair value of hedge contracts, which is not reflected in the fair value of the hedged items.
The effect of this is not expected to be material.

(v) Disclosures of effects of Cash Flow Hedge Accounting

Hedging instruments

The Company has taken derivatives to hedge its borrowings and Interest accrued thereon

e Trade receivable turnover ratio: Revenue from services /Average (Trade receivable and contract assets)
f Trade payables turnover ratio = Net Credit Purchases / Average Trade Payables
g Net profit margin (in %) : profit after tax / Revenue from operation
h Net capital turnover ratio = Net Sales / Working Capital

i ROCE : Earning before exceptional item, interest and taxes / Capital Employed (Capital Employed = Tangible Net Worth
Total Debt Deferred Tax Liability)

j Return on investment (ROI) : (MV(T1) - MV(T0) - Sum [C(t)]} / (MV(T0) Sum [W(t) * C(t)]}

T1 = End of time period TO = Beginning of time period

t = Specific date falling between T1 and TO MV(T1) = Market Value at T1

MV(TO) = Market Value at TO C(t) = Cash inflow, cash outflow on specific date

W(t) = Weight of the net cash flow (i.e. either net inflow or net outflow) on day ‘t', calculated as [T1 - t] / T1

Note 51 : Disclosure required for Borrowing based on security of current assets

The Company has been sanctioned overdraft limits of ' 13,158.50 million, in aggregate, from banks on the basis of security
of fixed deposits placed with banks. The Company is not required to file quarterly returns or statements with such banks. The
Company has not been sanctioned any fund base working capital limits from any financial institutions.

Note 52 : Disclosure of Struck off companies

The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or
section 560 of Companies Act, 1956.

Note 53 : Other Statutory Information

(a) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(b) The Company do not have any such transaction which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey
or any other relevant provisions of the Income Tax Act, 1961).

(c) The Company is not declared as wilful defaulter by any bank of financial institution or other lenders.

(d) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Company (Ultimate Beneficiaries); or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(e) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries); or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(f) The Company does not have any approved schemes of arrangements during the year

(g) The Company has not traded or invested in Crypto currency or Virtual Currency during the current year.

(h) The Company does not have any Benami property, where any proceeding has been initiated or pending against the
Company for holding any Benami property.

Note 54 : Events after reporting date

Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting
year, the impact of such events is adjusted with the standalone financial statements. Otherwise, events after the balance sheet
date of material size or nature are only disclosed.

Note 55 : Previous year comparatives

Previous year's figures have been regrouped/reclassified, wherever necessary, to confirm to current year's classification.
Note 56 : Other Matter

Information with regard to the additional information and other disclosures to be disclosed by way of notes to Financial
Statements as specified in Schedule III to the Companies Act, 2013 is either ‘nil ‘ or ‘ not applicable ‘ to the Company for the
year.

As per our report of even date.

For M S K A & Associates For and on behalf of the Board of Directors of

Chartered Accountants IRB Infrastructure Developers Limited

ICAI Firm Registration Number: 105047W CIN: L65910MH1998PLC115967

Siddharth Iyer Virendra D. Mhaiskar Deepali V. Mhaiskar

Partner Chairman & Managing Director Whole Time Director

Membership No.: 116084 DIN: 00183554 DIN: 00309884

For Gokhale & Sathe Rajpaul Sharma Satinder Singh Rana

Chartered Accountants Chief Executive Officer Chief Executive Officer

Registration Number: 103264W

Chinmaya Deval Mehul N. Patel Tushar Kawedia

Partner Company Secretary Chief Financial Officer

Membership No.: 148652 Membership No.: A14302 Membership No.: 123585

Place: Mumbai Place: Mumbai

Date: May 19, 2025 Date: May 19, 2025