OPERATION AND PERFORMANCE REVIEW

On the basis of Consolidated Financials

During the year, IRB Infrastructure Developers Limited (“IRB”
or “your Company”) earned total income of '80,315.47 million
as against the total income of '82,017.60 million in previous
year. Contract revenue decreased from '49,647.24 million for
March 31, 2024, to '45,606.76 million for year ended March
31, 2025. Toll revenues for March 31, 2025, had increased
to '24,838.78 million from '23,877.01 million for March
31, 2024. Net profit before share of profit / (loss) from joint
venture / exceptional items and tax stood at '11,943.70 million
against '12,662.88 million for the previous financial year.
Net profit before tax after share of loss from joint ventures

and exceptional items stood at '68,613.90 million against
'9,514.38 million for the previous financial year. Profits for
the year ended March 31, 2025, stood at '64,806.84 million
as against '6,058.16 million for the previous year.

On the basis of Standalone Financials

During the year, your Company earned total income of
'58,104.42 million for the year ended March 31, 2025. Profit
before tax stood at '58,130.25 million. Profit for the year
ended March 31,2025 stood at '56,140.58 million, as against
'7,623.89 million for the previous year.

There is no change in the nature of business of the Company
during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The particulars of the Loans granted, investment made and
guarantees, if any, are given in the Notes to the Audited
Financial Statements.

DIVIDEND

As per dividend policy of the Company, your Company had
declared first interim dividend of '0.10/- per share in August

2024, second interim dividend of '0.10/- per share in October
2024 and third interim dividend of '0.10/- per share in January

2025, aggregating to '1,811.70 million as total dividend
for FY25 resulting into payout ratio of 27%. The Board
has not recommended any final dividend for the financial
year 2024-25.

CREDIT RATING OF COMPANY

• CRISIL Ratings had affirmed its ‘CRISIL AA- / Stable
(Long Term Rating) /CRISIL A1 (Short Term Rating)'
rating on the '1,700 crore facilities of the Company.
Further CRISIL Ratings had withdrawn its rating on non¬
convertible debentures (“NCDs”) of '258 crore (original
issue of '350 crores in September 2021) and '500 crore
long-term loans of the Company on receipt of third-party
confirmation that these NCDs and loans have been
paid off.

• Fitch Ratings had affirmed the Long-Term IDR and the
rating on its US-dollar senior secured notes at ‘BB ' after
taking into account additional debt.

• Moody's has affirmed rating of ‘Ba1' long-term corporate
family rating (CFR) of Company and the instrument rating
assigned to its USD senior secured notes due 2032 is
‘Ba2' after taking into account additional debt.

^• India Ratings and Research (Ind-Ra) had affirmed Rating
of ‘IND AA-'/ Stable/IND A1 to the Company's Non -
fund based bank facilities limits aggregating '12,000
million and IND AA-/Stable to the NCDs of '630 million
reduced from '2,000 million and Term Loan of '3,419
million reduced from '4,000 million.

SHARE CAPITAL

Change in the capital structure of the Company

During the year there was no change in share capital structure
of the Company. The equity share capital structure of the
Company as on March 31, 2025 is as follows:

Authorised Share Capital:

' 615,00,00,000/- consisting of 615,00,00,000 equity shares
of face value of '1/- each fully paid.

Issued, Subscribed & paid up capital:

' 603,90,00,000/- consisting of 603,90,00,000 equity shares
of face value of '1/- each fully paid.

DEBT SECURITIES

During the year, the Company had not issued and allotted any
Non-convertible Debentures (“NCDs”). As on March 31,2025,
the Company has following Outstanding NCD issued by the
company on private placement basis as under:

*As on March 31, 2025 face value was '1,10,000/- each. The Face
value is partially redeemed on quarterly basis and the NCDs are fully
redeemed as on June 30, 2025.

SENIOR SECURED NOTES

During the year the Company had issued and allotted
Additional Reg S US$ 200 million (Tap Issuance) 7.11% Senior
Secured Notes due 2032 (consolidated and formed a single
series with the US$ 540 million 7.11 per cent. Senior Secured
Notes due 2032 issued in FY24) having a weighted average
life of 7.25 years with the final maturity date of March 11,
2032 and a coupon of 7.11% p.a. fixed rate in semi-annual
instalments (reoffer yield: 7.125%; reoffer price: 102.25%).

The Notes are listed on the India International Exchange
(IFSC) Limited (India INX).

BORROWINGS

As on March 31, 2025, your Company's (Standalone) fund
based facilities availed stood at '73,753.34 million and non¬
fund based credit facilities availed stood at '3,824.00 million.

UPDATE ON PROJECT SPVs OF THE COMPANY:

Meerut Budaun Expressway Limited (MBEL) was incorporated
for implementation of the Ganga Expressway project on a
DBFOT (Toll) basis. The SPV received its appointed date from
the competent authority in October 2022.

During the year under review, MBEL had allotted Indian-
rupee denominated unlisted, unsecured, redeemable, non¬
convertible debentures (“NCDs”) aggregating to '127.73
crore on a private placement basis to the Company and GIC
affiliate on June 14, 2024.

On December 14, 2024 the Board approved the
implementation of the rest of Project through the Company's
Associate viz. IRB Infrastructure Trust (the “Private InvIT”),
including amendments to certain previously executed
agreements and other ancillary documents with affiliates of
GIC Singapore, Cintra entities, Private InvIT and MBEL. The
Private InvIT had acquired 80.4% of the equity share capital
and 80.4% of the NCDs of MBEL. Despite the change in
ownership, the Company will continue to serve as the Project
Manager for the Ganga Expressway project.

In connection with this transaction, the Company received a
total consideration of approximately '874.61 crore for the sale
and transfer of 41% of its equity shares and 41% of its NCDs
in MBEL. The closing of these agreements was completed on
December 27, 2024. The Company continue to hold 10% of
the share capital in MBEL.

B.E.S.T. Strategy:

Under the Bid Execute Stabilize and Transfer (B.E.S.T.)
strategy, during the year under review, IRB Infrastructure
Trust, associate of the Company (“Private InvIT”), acting
through its investment manager MMK Toll Road Private
Limited made a preliminary and non-binding offer (NBO) to
transfer 5 (Five) of its matured Portfolio toll assets to the IRB
InvIT Fund (“Public InvIT”). This proposal was part of a broader
monetization strategy to strengthen Private InvIT.

Further on May 8, 2025, Private InvIT has approved
modifications to the NBO issued to the Public InvIT to transfer
3 (Three) of its matured Portfolio toll assets rather than 5
(Five).

Consequently, Public InvIT, Company Sponsored Infrastructure
Trust, acting through the Board of Directors of its Investment
Manager - IRB Infrastructure Private Limited (IRBFL), noted
the receipt of a preliminary and non-binding offer (NBO) from
the Private InvIT for a potential acquisition of five assets.
Subsequently, the Board of IRBFL at its meeting on May 8,
2025, noted modification of the NBO, in connection with a
potential acquisition opportunity of three assets instead of
five assets.

The three assets identified for acquisition are IRB Hapur
Moradabad Tollway Limited, Kaithal Tollway Limited and
Kishangarh Gulabpura Tollway Limited (“Target SPVs”).

The unitholders of Private InvIT on June 17, 2025, gave their
approval for the transfer of the Target SPVs and matters
incidental thereto.

Also, the unitholders of the Public InvIT on July 3, 2025, gave
their approval for acquisition of 100% equity of the Target
SPVs and for the appointment of the Company as Project
Manager for the Operation and Maintenance (O&M) activities
of the Target SPVs.

IRB INFRASTRUCTURE TRUST

Your Company is Sponsor and Project Manager of IRB
Infrastructure Trust (“Private InvIT”), a listed InvIT, which is
the Joint venture and an associate of the Company. MMK

Toll Road Private Limited (“MMK”) is the Investment Manager
of the Private InvIT. During the year, MMK had carried out
its obligations under Investment Management Agreement
entered into with the Private InvIT and earned management
fee of '93.90 million.

During the period under review, the Company had
implemented the below mentioned projects through the
Company's associate viz. IRB Infrastructure Trust. The Private
InvIT owns, operates and maintains a portfolio of 16 toll-road
assets in the states of Maharashtra, Gujarat, Uttar Pradesh,
Rajasthan, Karnataka, Haryana and West Bengal, Telangana
and Madhya Pradesh in India. These toll roads are operated
and maintained pursuant to concessions awarded by the
NHAI or other concerned concessioning authority(ies).

1. I mplementation of the Project of Tolling, Operation,
Maintenance and transfer of four lane Lalitpur-Sagar-
Lakhnadon of NH-44 (the “TOT-12 Project”) [SPV - IRB
Lalitpur Tollway Private Limited] through the Company's
Associate viz. IRB Infrastructure Trust.

2. I mplementation of the Project of Tolling, Operation,
Maintenance and transfer of Gwalior Jhansi section of
NH-75 (New NH-44) and Kota Bypass and Cable Stay
Bridge on NH-76 (New NH-27) - (the “TOT-13 Project”)
[SPV - IRB Kota Tollway Private Limited and IRB Gwalior
Tollway Private Limited] through the Company's
Associate viz. IRB Infrastructure Trust.

3. Implementation of the project of development of Access
Controlled Six Lane (Expandable to Eight Lane) Greenfield
‘Ganga Expressway' [Group. 1, from Km. 7 900 (Village:
Bijoli. Distt: Meerut) to Km. 137 600, (Village: Nagla
Barah, Distt: Budaun), Design length 129.700 Km] in
the State of Uttar Pradesh on DBFOT (Toll) basis under
PPP (the “Ganga Project”) [SPV - Meerut Budaun
Expressway Limited] through the Company's Associate
viz. IRB Infrastructure Trust. Further, acquired 80.4% of
the equity share capital and acquired 80.4% of the NCDs
of MBEL for an aggregate purchase consideration of
~'1,715 crores.

The Company acting as the Project Manager of the Private
Trust, had received Work Orders for Engineering, Procurement
and Construction works (“EPC”) in relation to the relevant
project and Operation & Maintenance (O&M) work of the
Project SPVs of the Private InvIT as per Project Implementation
Agreements. These Work Orders provides improved visibility
in consolidated Order Book of the Company for long term.

The Private InvIT acquired 80.4% of the equity share capital
and acquired 80.4% of the NCDs of MBEL for an aggregate
purchase consideration of ~'1,715 crores.

IRB INVIT FUND

Your Company is the Sponsor and the Project Manager of
IRB InvIT Fund (“Public InvIT”). IRB Infrastructure Private
Limited (IRBFL), wholly owned subsidiary is the Investment
Manager of the Trust. During the year, IRBFL had carried out
its obligations under Investment Management Agreement
entered into with the Trust and earned management fee of
'100 million.

The Company acting as the Project Manager of the Public
InvIT, had earlier received work orders for Operation &
Maintenance (O&M) work of the Project SPVs of the Public
InvIT. The Company as the Project Manager had executed its
obligations during FY25 toward O&M as per the work orders.

During the year under review, the Company had received total
distribution of '741.64 million ('8.00 per unit comprised of
'4.99 per unit as Interest, '1.06 per unit as Dividend and '1.95
per unit as Return of Capital) from the Public InvIT.

SUBSIDIARIES/ASSOCIATE/JOINT VENTURE
COMPANIES/ENTITY

The list of Subsidiaries/ Associate/ Joint Venture Companies/
Entity are provided in “Annexure A”.

During the year under review, 41% shares of Meerut Budaun
Expressway Limited held by the Company were transferred to
IRB Infrastructure Trust, Associate of the Company.

A statement containing salient features of the financial
statements of the subsidiary companies is also included in
the Annual Report in the prescribed Form AOC-1.

In accordance with Section 136(1) of the Companies Act,
2013, the Annual Report of the Company, containing therein
its standalone and the consolidated financial statements
has been placed on the website of the Company at www.
irb.co.in. Further, audited financial statements of each of the
subsidiary companies have also been placed on the website
of the Company at www.irb.co.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation:

Mrs. Deepali V. Mhaiskar (DIN: 00309884), Whole Time
Director of the Company, is liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offers
herself for re-appointment. Mrs. Mhaiskar has significantly
contributed to the overall growth and management by
providing directions and leading the Company towards
bringing overall excellence.

A detailed profile of Mrs. Deepali V. Mhaiskar along with
additional information required under Regulation 36(3) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing regulations”) and Secretarial
Standard on General Meetings is provided separately by way
of an Annexure to the Notice of the AGM.

The Nomination and Remuneration Committee and Board
of Directors have recommended her re-appointment for the
approval of the shareholders.

Changes in the Directors during the year under review:

Based on the recommendations of the Nomination and
Remuneration Committee, the Board of Directors of the
Company approved the appointment of Mr. Vijay N. Bhatt
(DIN: 00751001) and Mr. Bajrang Lal Gupta (DIN: 07175777)
as an Additional Independent Directors of the Company for

a term of 5 years with effect from April 1, 2024 and their
appointments was also approved by Special Resolutions
passed by the Shareholders through postal ballot dated June
11, 2024.

Further during the year under review, Mr. Jose Angel Tamariz
Martel Goncer ceased to be a Director of the Company with
effect from December 9, 2024 and Mr. Sandeep Shah, had
completed his second term as Independent Director on
February 4, 2025.

The Board of Directors placed on record its appreciation for
the valuable contribution and guidance rendered by Mr. Jose
Angel Tamariz Martel Goncer and Mr. Sandeep Shah as the
Director of the Company during their tenure.

Further, based on the recommendations of the Nomination
and Remuneration Committee, the Board of Directors of the
Company approved the appointment of Mr. Luis Aguirre de
Carcer Cabezas (DIN: 10868771) as a Non-retiring Additional
Non-Executive Director of the Company with effect from
December 29, 2024 and the appointment of Dr. Ajay Kumar
Singh (DIN: 08532830) as an Additional Independent Director
of the Company for a term of 5 years with effect from February
5, 2025 and their appointments were also approved by
Ordinary Resolution and Special Resolution respectively,
passed by the Shareholders through postal ballot on March
11, 2025.

Based on the confirmation received from the Directors, the
Company affirms that all Directors, including those appointed
during the year and Independent Directors have complied with
the Code of Conduct adopted by the Company. Furthermore,
the Board also affirms that Independent Directors possesses
integrity and requisite experience to serve and discharge
their duties towards your Company.

All Independent Directors have submitted their declarations
confirming that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013
read with Rule 6(1) and 6(2) of the Companies (Appointment
and Qualifications of Directors) Rules, 2014 and Listing
Regulations. The Board is of the opinion that the Independent
Directors of the Company possess the requisite qualifications,
experience (including proficiency), expertise and possesses
highest standards of integrity and ethical conduct.

Key Managerial Personnel and Senior Management:

During the financial year 2024-25 the Board approved / noted
the following appointments in the Senior Management of
the Company:

• Appointment of Mr. Rajpaul S. Sharma, as Chief Executive
Officer - Execution with effect from April 1, 2025.

• Appointment of Mr. Umesh Wagh as Group Chief Human
Resources Officer (CHRO) of the Company with effect
from April 1, 2025.

• Elevation of Mr. Abhishek Singh as Head - Business
Development & Techno Legal with effect from March 1,

2025 and elevation of Mr. Nitin Bansode - Head, Toll
Operations as Director - Toll Operations, MRM.

BOARD EVALUATION

The Nomination and Remuneration Committee has outlined
the process for conducting an effective evaluation of the
performance of the Board, its Committees, and individual
Directors, in line with the requirements of Section 178 of the
Companies Act.

In accordance with the Companies Act, 2013, and the
Listing Regulations, the Board has undertaken its annual
performance review. This evaluation encompassed the
performance of the Board as a whole, individual Directors, the
Chairman, and the functioning of its Committees, including
the Audit and Nomination & Remuneration Committees.
Details regarding the evaluation process are provided in the
Corporate Governance Report.

REMUNERATION POLICY

The Board had, on the recommendation of the Nomination
& Remuneration Committee, framed a policy for selection
and appointment of Directors, Senior Management and
their remuneration.

The Remuneration Policy for Directors, Key Managerial
Personnel and Other Employees sets out guiding principles for
Nomination and Remuneration Committee for recommending
to the Board the remuneration of Directors, Key Managerial
Personnel and other employees. There has been no change
in the policies during the year under review.

The criteria for appointment of Board of Directors and
Remuneration Policy of your Company are annexed herewith
as “Annexure B”.

MEETINGS

The details with regards to the number of meetings of the
Board of Directors and Committees of the Board of your
Company, held during the financial year, are set out in the
Corporate Governance Report. It also provides the details
regarding number of meetings attended by each Director and
Committee members.

The Composition and Terms of Reference of various
Committees of the Board is also provided in the Corporate
Governance Report.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has established an Internal Control System,
including Internal Financial Controls, that is commensurate
with the size, scale and complexity of its operations. These
controls, as approved by the Audit Committee and the Board
are adequate and working effectively.

The scope and authority of the Internal Audit is laid down by
the Audit Committee, which also approves the Internal Audit

Plan. To ensure objectivity and independence, the Internal
Auditors report to the Chairman of the Audit Committee.

The Internal Auditors assess the efficacy and adequacy of
internal control systems in the Company, its compliance
with operating systems, accounting procedures and policies
across all locations of the Company and its subsidiaries.
Based audit findings, relevant process owners/concerned
departments undertake corrective action, if any, in their
respective areas to strengthen the controls. Significant audit
observations and corrective actions thereon are reviewed by
the Audit Committee.

The Audit Committee reviews the adequacy and
effectiveness of Company's Internal Controls and monitors
the implementation of audit recommendations

Further, the Board of each of the Group Companies have
analyzed their business activities and processes and laid
down Internal Financial Controls which are adhered to by the
Group Companies.

DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Pursuant to the requirements of Section 22 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 read with Rules thereunder, and
Rule 8(5)(x) of the Companies (Accounts) Rules, 2014 as
amended, the details of the complaints received, if any, are
as given below:

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/ Whistle
Blower Policy to enable directors, employees, vendors and
consultants to report genuine concerns in a confidential
manner. The Policy has been has widely circulated/ displayed
for the information and awareness of the concern.

The detailed process and functioning of this mechanism
has been more elaborately mentioned in the Whistle Blower
Policy which is available on the website of the Company at:
https://www.irb.co.in/home/Whistle-Blower-Policy.pdf.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION AND ANALYSIS REPORT

As required under the Listing Regulations, reports on the
Corporate Governance and Management Discussion and

Analysis form part of the Annual Report. A Certificate from
a Practicing Company Secretary on the compliance with
the provisions of Corporate Governance is annexed to the
Corporate Governance Report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial
standards issued by the Institute of Company Secretaries
of India.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025, as
required under Section 92 and Section 134 of the Companies
Act, 2013 read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 is available on the Company's
website at www.irb.co.in.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the applicable provisions of the Companies
Act, 2013 read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
as amended, the Company has transferred the unclaimed or
un-encashed second Interim dividend for financial year 2016¬
2017 and first & second Interim dividends for financial year
2017-2018 to the Investor Education and Protection Fund
(IEPF) established by the Central Government. Further, as
per said rules, the Company had transferred the shares on
which dividend has not been encashed or claimed by the
shareholders for seven consecutive years or more to the
demat account of the IEPF Authority. The Company has made
available the complete details of the concerned shareholders
whose share(s) were transferred to IEPF on its website at
www.irb.co.in.

AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITORS

M/s M S K A & Associates, (Firm Registration No. 105047W)
Chartered Accountants, Joint Statutory Auditors of the
Company, were appointed as Joint Statutory Auditors of
the Company till the conclusion of the 29^th (Twenty Ninth)
Annual General Meeting to be held in the year 2027 as per
the provisions of Section 139 of the Companies Act, 2013.

M/s. Gokhale & Sathe (Firm Registration No. 103264W),
Chartered Accountants, Joint Statutory Auditors of the
Company, were re-appointed as Joint Statutory Auditors
of the Company for a second term of 5 (five) consecutive
years till the conclusion of this 27^th (Twenty Seventh) Annual
General Meeting of the Company. Accordingly, the tenure of
M/s. Gokhale & Sathe as Joint Statutory Auditors will end at
the ensuing Annual General Meeting and are not eligible for
re-appointment.

The Statutory Auditor's Report on the standalone and
consolidated financial statements of the Company for the
Financial Year ended March 31,2025, forms part of this Annual

Report and does not contain any qualification, reservation or
adverse remark.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules, 2014, as
amended, the Company has maintained cost audit records.

The Board of Directors has appointed M/s. Joshi Apte &
Associates, Practicing Cost Accountant (Firm Registration No.
00240) to conduct an audit of the Company's cost records for
the financial year 2025-26, at a remuneration of '3,00,000/-
(Rupees Three Lakh only) per annum excluding applicable
taxes. In compliance with the Companies Act, 2013, the
proposed remuneration payable to the cost auditor must be
ratified by the Members at a general meeting. Accordingly, a
Resolution seeking Member's ratification for the remuneration
payable to M/s Joshi Apte & Associates, Cost Auditor is
included in the Notice of the ensuing Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and
Regulation 24A of the Listing Regulations, the Company had
appointed M/s. Mihen Halani & Associates, a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of
the Company for financial year 2024-25. The Secretarial Audit
Report for financial year 2024-25 is annexed herewith as
“Annexure C”. The Secretarial Auditor's Report contains no
qualification except with respect to the fine levied by the BSE
Limited for delay (1 day) in submission of intimation of record
date for payment of interests for Non-Convertible Debentures
(NCD) under Regulation 60(2) of Listing Regulations which
was paid by the Company. The Board had noted this delay and
also observed that this was not willful and was inadvertent.

Modern Road Makers Private Limited, material subsidiary
of the Company had carried out the Secretarial Audit for
the Financial Year 2024-25 pursuant to section 204 of the
Companies Act, 2013 and Regulation 24A of the Listing
Regulations. The Secretarial Audit Report of Modern Road
Makers Private Limited submitted by M/s. Mihen Halani &
Associates, a firm of Company Secretaries in Practice, is
attached as “Annexure D” to this Report.

IRB MP Expressway Private Limited, material subsidiary of the
Company had carried out the Secretarial Audit for the Financial
Year 2024-25 pursuant to section 204 of the Companies
Act, 2013 and Regulation 24A of the Listing Regulations.
The Secretarial Audit Report of IRB MP Expressway Private
Limited submitted by M/s. Mihen Halani & Associates, a firm
of Company Secretaries in Practice is attached as “Annexure
E” to this Report.

APPOINTMENT OF SECRETARIAL AUDITORS

Pursuant to the amended provisions of Regulation 24A of
the Listing Regulations and Section 204 of the Companies
Act, 2013, read with Rule 9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors have approved and recommended the
appointment of M/s. Mihen Halani & Associates, Practicing
Company Secretaries (M. No. FCS 9926) as the Secretarial
Auditor of the Company for a term of 5 (Five) consecutive
years from the FY 2025-26 till FY 2029-30, subject to the
approval of the Members at ensuing Annual General Meeting.

Brief profile and other details of M/s. Mihen Halani &
Associates, Practicing Company Secretaries, are disclosed
in the Notice of Annual General Meeting approved by the
Board. They have given their consent to act as Secretarial
Auditor of the Company and have confirmed their eligibility
for the appointment and that they hold a valid certificate
issued by the Peer Review Board of the Institute of Company
Secretaries of India (ICSI).

DEPOSITS

Your Company has not accepted or renewed any deposit from
public during the financial year.

RELATED PARTY TRANSACTIONS

All Contracts / arrangement / Transactions that were entered
into by the Company with Related Parties during the financial
year ended March 31, 2025, were in compliance with the
requirement of the Companies Act, 2013 and the Rules
framed thereunder and Listing Regulations.

A statement giving details of all Related Party Transactions is
placed before the Audit Committee and the Board of Directors
for their approval/ noting on a quarterly basis.

There are no materially significant Related Party Transactions
entered into by the Company with Promoters, Directors, Key
Managerial Personnel, which may have a potential conflict
with the interest of the Company at large.

As per applicable provisions of the Companies Act, 2013, the
details of contracts and arrangements with related parties
in Form AOC - 2 are annexed herewith as “Annexure F”. For
disclosure, more than 10% of annual turnover with related party
except wholly owned subsidiaries are considered material.

The policy on Related Party Transactions as approved by
the Board has been uploaded on the Company's website at:
www.irb.co.in.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

Except as already disclosed by the Company, there are no
other significant & material orders passed by the Regulators/
Courts which would impact the going concern status of the
Company and its future operations.

RISK MANAGEMENT POLICY

The Company has established a robust Risk Management
framework which is designed to effectively identify, assess,
monitor and mitigate various risks that may impact key

business objectives. Major risks identified across various
business and functions are systematically documented
through risk registers and are addressed through mitigating
actions on a continuing basis.

These risks and corresponding action are reviewed
and discussed at the meetings of the Risk Management
Committee, the Audit Committee and the Board of Directors,
as may deemed necessary.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge, belief and the information
and explanations obtained by them, your Directors makes
the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013:

a) that in the preparation of the annual financial statements
for the financial year ended March 31, 2025, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any;

b) t hat such accounting policies as mentioned in Note 3
of the Notes to the Financial Statements have been
selected and applied consistently and judgments and
estimates have been made 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, 2025 and of the
profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared
on a going concern basis;

e) that proper internal financial controls were in place and
that the financial controls were adequate and were
operating effectively;

f) t hat systems to ensure compliance with the provisions
of all applicable laws were in place and were adequate
and operating effectively.

HUMAN RESOURCE MANAGEMENT

At IRB, our people are the foundation of our success. As
industry leaders in highway construction and toll management,
we recognize that our personnel are critical to meeting our
commitments, fostering innovation, and accomplishing our
sustainability objectives. We are committed to providing a work
atmosphere that celebrates diversity, equity and belonging.
We place emphasis on encouraging continual learning, and
promoting employee Health, Safety and Wellness.

To ensure holistic capability development of our workforce,
our Learning & Development plan is a proper mix of
leadership, managerial, functional/technical & behavioral
training. This judicious mix ensures the employees are
sensitized on the required competencies as per their job
deliverables & quantum of work. In addition to employees'
wholesome development, we also ensure their engagement
at work. Cultural holidays such as Christmas, Makar Sankranti,
Ganesh Chaturthi, Navratri, and Diwali were observed in all
locations, allowing staff to unite over common experiences.
National holidays such as Independence Day and Republic
Day are also celebrated, demonstrating collective pride and
patriotism as a team.

Our people are the driving force behind our business and
their dedication is what enables us to deliver exceptional
customer experiences and maintain our long-standing
tradition of excellence. Recognizing that our employees are
our most valuable asset, we prioritize attracting, developing
and retaining top talent as critical to our success.

CORPORATE SOCIAL RESPONSIBILITY

At IRB, we believe it is necessary to ensure the development
of the society where we operate. Education and health are
pillars of a developed and progressive society. Thus, IRB
focusses on these pillars to ensure societal growth. We
have taken the following initiatives for the development of
our community.

IRB Schools

One of the best ways to ensure social development is through
Education. The Social Initiative of IRB Group provides free
& quality education with an all-round development of the
children of economically deprived sections of society. These
students from the economically weaker section of society
typically hail from the rural areas where our road and other
infrastructure facilities are supporting Nation building.

The IRB Schools in Tonk, Rajasthan and in Pathankot, Punjab,
being run by the IRB Group have created hope for 630 children
and their families from BPL and underprivileged sections
of rural India, by imparting free and quality education in a
conducive and congenial environment, backed by provision of
uniforms, books, computers, science lab and sports facilities
to each child. 63 Villages having a combined population
of approx.71,000 form the catchment feeders of both our
Schools. The progress and achievements of IRB Schools in
FY 2024-25 are briefly highlighted below:

• Passing Rate of Students in both schools for Class 5 and
Class 8 Board Exams is 100%.

• The Girls Sports Team of IRB School, Tonk, won the Tonk
District Athletics Tournament for Under-14 children.

• The Sports Team of IRB School, Pathankot, received
21 medals in various sports events at Block and
District Levels.

Other Initiatives

• Provided financial Support to various foundations
working towards delivering better healthcare facilities
in rural areas.

• Provided financial support to various institutions to
support them in imparting good quality education.

The Annual Report on CSR activities is annexed herewith as
“Annexure G”.

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as “Annexure H”.

Particulars of employee remuneration as required under
Section 197(12) ofthe Companies Act, 2013 read with Rule 5(2)
and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the second proviso to Section 136(1) of the
Companies Act, 2013, the Annual Report excluding the said
information is being sent to the members of the Company. The
said information is available for inspection and any member
interested in obtaining such information may write to the
Company Secretary.

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 Annual
Report as “Annexure I”.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

There was no earning in the foreign currency, while foreign
currency expenditure during the year was '862.05 million.
Since the Company does not have any manufacturing facility,
the other particulars required to be provided in terms of
Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 are not applicable.

GENERAL DISCLOSURE:

No disclosure or reporting is required in respect of the
following matters as no transactions had taken place during
the year under review:

1. Issue of equity shares with differential rights as
to dividend, voting or otherwise or issue of sweat
equity shares.

2. There are no significant material changes and
commitments affecting the financial position of the
Company, which have occurred between the end of
the Financial Year of the company to which the financial
statements relate and the date of this Annual Report.

3. The Company has not issued any warrants, debentures
or any non-convertible securities.

4. The financial statements of the Company were
not revised.

5. No fraud has been reported by the Auditors to the Audit
Committee or the Board.

6. There was no application made/ proceeding pending
under the Insolvency and Bankruptcy Code, 2016.

7. There was no instance of one-time settlement with any
Bank or Financial Institution.

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

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Ministry of
Road Transport & Highways, National Highways Authority of
India, Uttar Pradesh Expressways Industrial Development
Authority, Hyderabad Metropolitan Development Authority,
Maharashtra State Road Development Corporation Limited,
Maharashtra Industrial Development Corporation, Public
Works Dept., various State Governments, Central Government
for their support and guidance. Your Directors also thank
Ministry of Corporate Affairs, SEBI, BSE Limited, National
Stock Exchange of India Limited, Depositories, Regulators,
Financial Institutions and Banks, Credit Rating Agencies,
Stakeholders, Suppliers, Contractors, Vendors and business
associates for their continuous support. The Company also
looks forward to their support in future. Also, your Directors
convey their appreciation to the employees at all levels
for their enormous personal efforts as well as collective
contribution to the Company's growth.

For and on behalf of the Board of Directors

Virendra D. Mhaiskar
Chairman & Managing Director

Registered Office:

Off No. 11^th Floor/1101
Hiranandani Knowledge Park,

Technology Street, Hill Side Avenue,

Powai, Mumbai - 400076

Place: Mumbai
Date: August 14, 2025