Your directors have the pleasure in presenting the 38^th Annual Report of the Company along with the Audited Financial Statements, Auditor's
Report and review of the Accounts by the Comptroller & Auditor General of India for the financial year ended 31^st March 2025.

1. Financial Highlights

(H in Crore)

Revenue from operations of your Company has increased
by H 503.51 Crore from H 26,648.63 Crore in 2023- 24 to
H 27,152.14 Crore in 2024-25, showing a growth of 1.89 %.

Profit before Tax (PBT) of your Company for the year ended 31^st
March 2025 was H 6,502.00 Crore as compared to H 6,412.11
Crore for the previous year, registering a growth of 1.40 %.

Company has not made any provision for tax in its books
pursuant to its decision to exercise the option of lower tax
rate permitted u/s 115BAA of the Income Tax Act, 1961, as
introduced by the Taxation Laws (Amendment) Ordinance,
2019 dated 20^th September, 2019. The Company's taxable
income was nil and it did not have to pay Minimum Alternate
Tax (MAT) with reference to its Book Profit. MAT payable u/s
115 JB was outside the ambit of the Section 115 BAA.

Thus, on adoption of Section 115 BAA of the Income Tax Act,
1961, the Company was outside the scope and applicability

of MAT provisions and there was a zero-tax liability in the
financial year 2024-25.

Profit After Tax for the year ending 31^st March 2025 was
H 6,502.00 Crore as compared to H 6,412.11 Crore for the
previous year, registering a growth of 1.40 %.

Earnings Per Share (EPS) for the financial year ended March
31, 2025, was H 4.98 per share of face value of H 10/- each, as
against EPS of H 4.91 per share in the previous financial year.

Net worth of the Company as on March 31, 2025 stands at
H 52,667.77 Crore

2. Dividend

Your Company seeks to strike a judicious balance between the
return to the shareholders and retaining a reasonable portion
of the profit to maintain a healthy financial leverage with a view
to supporting and sustaining future borrowings and growth.

During FY 2024-25, the Board has declared the following
interim dividends:

• First Interim Dividend of 8% (i.e., H 0.80 per equity share
having face value of H 10/- each for F.Y. 2024-25) at the
Board meeting held on 04^th November 2024, which was
paid on 27^th November 2024.

• Second Interim Dividend of 8% (i.e., H0.80 per equity
share having face value of H 10/- each for F.Y. 2024-25)
at the Board meeting held on 17^th March 2025, which
was paid on 27^th March 2025.

Accordingly, the total interim dividend for the financial year
2024-25 amounts to H 1.60 per equity share of H10/- each.
The total dividend paid during the FY 2024-25 amounts to
H 3,005 Crore (Final Dividend FY 23-24, 1^st Interim Dividend
and 2^nd Interim Dividend FY 24-25).

As per regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the “Listing
Regulations”), the top 1000 listed companies shall formulate
a Dividend Distribution Policy.

The company has duly adopted the policy to set out the
parameters and circumstances that will be taken into account
by the Board in determining the distribution of dividend
to its shareholders and/or retained profits earned by the
Company. The policy is also available on the Company's
website at https://irfc.co.in/sites/default/files/inline-files/
DIVIDEND%20DISTRIBUTION%20POLICY 0.pdf.

The details of unpaid/unclaimed amount of dividend as on 31^st
March 2025 is as follows:

Further, Members are requested to note that, dividends if not
encashed for a consecutive period of seven (7) years from
the date of transfer to Unpaid/Unclaimed Dividend Account
of the Company, are liable to be transferred to the Investor
Education and Protection Fund (“IEPF”) authority. The shares
in respect of such unpaid/unclaimed dividends are also liable
to be transferred to the demat account of the IEPF Authority.
In view of this, Members are requested to claim their dividends
from the Company, within the stipulated timeline.

Details of Unpaid/Unclaimed Dividend is also available
on Company's website at https://irfc.co.in/investors/
financial-information.

3. Grant of "NAVRATNA” Status

IRFC has consistently demonstrated financial stability,
operational efficiency, and strategic foresight, making it one of
the trusted financing arm of the Railways. During Q4, 2024¬
25, the Government through Department of Public Enterprise
(DPE) under the Ministry of Finance has conferred IRFC with
the Prestigious “Navratna” Status. . Now, IRFC is the 26^th
Navratna CPSE amongst the CPSEs.

4. Reserves

As per Section 45 - IC of the RBI Act, 1934, all NBFCs are
required to create a Reserve equivalent to 20% of the net
profit before declaration of dividend.

Accordingly, 20% of the net profit of the Company amounting
to H 1,300.40 Crore had been transferred to Reserve Fund u/s
Section 45 - IC of RBI Act, 1934 during the FY 2024-25.

5. Share Capital

As on 31^st March 2025, the Authorized Share Capital of the
Company was H 25,000 Crore, consisting of 25,000,000,000
Equity Shares of H 10/- each. The issued and paid-up share
capital of the Company was H 13,068.506 Crore, consisting of
13,068,506,000 Equity Shares of H 10/- each.

As on 31^st March 2025, 86.36% of the paid-up equity share
capital of the Company comprising of 11,286,437,000 Equity
Shares of H 10/- each was held by President of India acting
through administrative ministry i.e., Ministry of Railways
(MoR). The balance 13.64% of paid-up equity share capital
was held by public shareholders. During the period under
review, there was no change in authorized and paid-up share
capital of the Company.

Based on market capitalization, the Company ranked
among the top 100 listed companies on both the National
Stock Exchange (NSE) and the BSE Limited (BSE) as on
31^st March 2025.

5.1 Policy Review

The Company continues to place strong emphasis on
maintaining a robust internal policy framework aligned with
its commitment to good governance, ethical conduct, and
regulatory compliance.

During the year under review the Company undertook a
comprehensive review of its policies to ensures that policies
remain aligned and updated in line with regulatory amendments
under the Companies Act, 2013, SEBI (LODR) Regulations,
2015, other applicable laws and regulatory provisions.

6. Independent Evaluators’ Assessment

6.1 Credit Ratings

6.1.1 Domestic:

During the financial year 2024-25, the Company's long-term
domestic borrowing programme was awarded the highest
credit rating of “CARE AAA/Stable”, “CRISIL AAA/ Stable” and
“ICRA AAA/Stable''. "The Company also got its short-term
borrowing programme rated, obtaining the highest rating of
“CARE A1 ”, "CRISIL A1 '' and "ICRA A1 ”

6.1.2 International:

During the financial year 2024-25, three international credit
rating agencies - Standard & Poor's, Moody's and Fitch - have
awarded “BBB- with Positive Outlook”, “Baa3 with Stable
Outlook” and “BBB- with Stable Outlook” ratings respectively
to your Company. Besides, the Company obtained an issuer
specific credit rating of “BBB with Stable Outlook” from
the Japanese Credit Rating Agency. Each of the four credit
ratings is equivalent to India's sovereign rating and is of
investment grade.

6.2. Memorandum of Understanding (MOU) with Ministry of
Railways, Government of India

The Company enters Memorandum of Understanding (MoU)
with Ministry of Railways (MoR) every year wherein Company
is evaluated on various financial and non- financial parameters.
Based on its performance, the Company has been rated
'Excellent' by the Department of Public Enterprises (DPE) for
the year 2023-24.

The company has executed MoU for Financial Year 2024-25
with MoR on 14^th September, 2023. For leasing of Project
Assets, there is an initial Moratorium period of 5 years and
MoR is not required to pay the lease rent in moratorium period.
Further, during the moratorium period company recognises
on annual basis the finance cost as disbursement which gets
added to the AUM of the company.

During the year 2024-25, the company has accordingly
considered H14,272.72 Crores as disbursement to MoR &
H731.27 Crores to others. Basis above, company has achieved
99.96% in respect of parameter Loans Disbursed to Total
Funds Available. Further, there were no Overdue loans to
Total Loans and NPA to Total Loans. Also, Cost of raising funds
through Bonds as compared to similarly rated CPSEs/ entities
is 13 bps lower.

7. Market Borrowings during 2024-25

The Board of Directors had approved borrowing limit of
H50,000 Crore for FY 2024-25 for meeting the funding
requirement of Indian Railways, if any, new business
activities, refinancing of existing loans and for other general
corporate purposes.

During the FY 2024-25 an amount of H32,617.30 Crore
was raised for committed liabilities, refinancing of existing
loans, retiring high-cost debt and for other general
corporate purposes.

Borrowings during the year include Taxable Bonds worth
H27,240 Crore (Previous year H22,940 Crore), Rupee
Term Loans of H3,500 Crore (previous year H5,980 Crore)
and 54EC bonds of H1,877.30 Crore (previous year
H2,064.34 Crore).

The Company received approval from the Ministry of Finance
for the issuance of 54EC Capital Gain Bonds in October 2017.
In FY 2024-25, the Company mobilized H1,877.30 Crore
through 54EC Bonds.

The company had also prepaid high cost long term loan of
H 29,200 Crore from lower rate borrowings. The average cost
of incremental medium & long-term borrowing during the year
was 7.07% p.a. payable semi-annually.

8. Disbursements

Company is taking several strategic steps to diversify its lending
portfolio. During the FY 2024-25, company started funding
for projects other than MoR under its mandate of financing for
activities having forward and backward linkages with railways.

Disbursement to MoR: During the FY 2024-25, no
disbursement was made to MoR due to 'NIL' target
allocation for the year.

Disbursement to Other than MoR: Disbursement made
were as follows:

• Disbursed H 31.27 Crore to NTPC under Finance Lease
for Bogie Open Bottom Rapid (BOBR) rakes under
General-Purpose Wagon Investment Scheme (GPWIS) of
MoR to NTPC. This was the company's maiden project
under its business diversification plan outside MoR.

• Disbursed H 700 Crore to NTPC Renewable Energy
Limited which is having Power Purchase Arrangement
(PPA) signed with MoR for supply of green energy.

Also, during the year under review Company: -

• Has been Declared the lowest bidder to finance
H 3,167 Crore loan for Patratu Vidyut Utpadan Nigam
Limited (PVUNL), a subsidiary of NTPC to finance the
development of the Banhardih Coal Block in Jharkhand
for coal transportation through Indian Railways.

• Signed MoU with REMC Limited (JV of Indian Railways
and RITES to procure economical conventional/
Renewable power for Railways) for collaborating to
explore financing options for the Renewable Energy (RE)

projects to be awarded by REMC Limited for supply of
RE to Indian Railways as well as for collaborating for
financing Thermal/Nuclear /Renewable power projects
set up under captive model through a JV between IR and
other entities.

9. Redemption of Bonds / Repayment of Loans

During the year, the Company redeemed Bonds amounting
to H 2,554.25 Crore and External Commercial Borrowings
(ECB) of H 4,144.22 Crore. The Company also prepaid long
term loans of H 29,200 Crore during the year. The Company
continues to maintain its impeccable track record of servicing
its debt in time.

10. Internal Control Systems & their adequacy

The details are given in Management Discussion and Analysis.

11. RBI Prudential Norms

Your Company is registered as a Systemically Important
Non-Deposit Taking Non- Banking Finance Company with
the Reserve Bank of India. Being a Government NBFC, your
Company was exempted from the prudential norms prescribed
by Reserve Bank of India for NBFC-ND-SI, as contained in the
Master Directions issued vide Notification No. DNBR.008/
CGM(CDS)-2015, dated 27^th March, 2015. The exemption
was withdrawn by Reserve Bank of India from 31^st May, 2018.
However, the Company has obtained exemption from Reserve
Bank of India from the asset classification, income recognition,
credit concentration and provisioning norms on the direct
exposure to Ministry of Railways, Govt. of India vide RBI letter
dated 21^st December, 2018. The Company has also obtained
relaxation in respect of lending limit applicable to Railway
CPSEs from 20% of its owned funds to 100% of its owned
funds. As such, the Company has complied with the applicable
prudential norms.

Liquidity Coverage Ratio (LCR) Exemption:

The company has got an exemption from RBI from applicability
of Liquidity Coverage Ratio (LCR) norms.

Applicability of approvals/acknowledgements previously
given by RBI post issue of RBI Scale Based Master
Directions.

RBI has issued new Master Direction -Reserve Bank of India
(Non-Banking Financial Company -Scale Based Regulation)
Directions, 2023 on 19.10.2023 (referred as RBI Master
Directions dated 19.10.2023 as amended).

RBI has clarified all approvals/acknowledgements given under
Circulars/Directions mentioned in the repealed list as provided
in section XI of 'the new Directions' shall be deemed as given
under 'the new Directions. Notwithstanding such repeal, any

action taken/purported to have been taken or initiated under
the instructions/guidelines having repealed shall continue to
be guided by the provisions of said instructions/guidelines.

12. Lease Arrangement with the Ministry of Railways

As you are aware, the financial relationship of the Company
with the Ministry of Railways is based on a Financial Lease
arrangement which is regulated by a standard lease agreement.

During the year, lease agreement for the project assets
funded under EBR IF 2018-19 is executed. Also, the process
to execute the lease agreement for EBR IF 2019-20 has been
initiated following the completion of the moratorium, effective
from 24^th March 2025.

13. Resource Mobilization for 2025-26

Board has authorized the Company to borrow funds amounting
to H 60,000 Crore as may be required during FY 2025-26 for
meeting the funding requirement of Indian Railways, if any,
new business activities, Committed Liabilities refinancing of
existing loans and for other general corporate purposes.

14. Management Discussion and Analysis and
Company’s Outlook for the future

Management Discussion and Analysis, forming part of the
Directors' Report given at ANNEXURE- I.

15. Report on Corporate Governance

The Government considers good corporate governance
practices a sine qua non for sustainable business that aims
at generating long term value for its shareholders and all
other stakeholders. Accordingly, it has been laying increasing
emphasis upon development of best corporate governance
practices amongst Central Public Sector Enterprises (CPSEs).
In pursuance of this philosophy, your Company continues to
comply with the 'Guidelines on Corporate Governance for
Central Public Sector Enterprises' issued by Government of
India, Department of Public Enterprises (DPE). Your Company's
Equity as well as Non-Convertible Debt Securities are listed
on the stock exchanges and Company has complied with
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. As on 31^st
March 2025, there were 4 (four) Directors on the Board of the
Company. The Board comprises of a Chairman & Managing
Director and CEO, Director (Finance) and Two Government
Nominee Director(s). As on the date of this Report, the
Board of Directors comprised of 5 (Five) Directors, with 2
(Two) Executive Directors, 2 (Two) Non- Executive Directors
(Govt. Nominees) and 1 (One) Non- Official Independent
Director. The Company does not have the prescribed number
of Independent Directors on its Board in compliance of

the Regulation 17(1) (a) of SEBI (LODR) Regulations 2015,
specifying the composition of Board of Directors. Being CPSE,
the power to appoint Directors vests with Government of
India through Ministry of Railways (MoR) and Company has no
role to play in it. The Company has already requested MoR for
appointment of requisite number of Independent Directors.
Report on Corporate Governance is enclosed as ANNEXURE- II
forming part of this report.

16. Business Responsibility & Sustainability Report
(BRSR)

The Business Responsibility & Sustainability Report, as
stipulated under Regulation 34 (2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
is given in ANNEXURE-III and forms part of this Report.

17. Corporate Social Responsibility

Activities relating to Corporate Social Responsibility (CSR)
have become an integral part of Company's operations.

In terms of Section 135 of the Companies Act, 2013 (the Act),
read with Schedule VII thereof and Companies (Corporate
Social responsibility Policy) Rules, 2014, the Company has
constituted a CSR Committee (the “Committee”) comprising
of Chairman & Managing Director, Director (Finance) and One
Government Nominee Director as on 31^st March 2025. As per
the Act, Company is required to spend at least two (2) percent
of the average of its net profits of the immediately three
preceding financial years on CSR activities. The Department
of Public Enterprises (DPE) has also issued guidelines in this
regard which, inter alia, require the Central Public Sector
Enterprises (CPSEs) to frame a 'CSR and Sustainability Policy'.

The 'CSR and Sustainability Policy' of the Company is in place
and the same has also been hosted on the website at https://
irfc.co.in/sites/default/files/inline-files/CSR%20POLICY.
pdf. The Company, like in the past, has undertaken activities
for CSR and Sustainable Development, details of which, are
given hereunder:

During the financial year 2024-25, the Company was required
to spend H 125.58 Crore, being 2% of its average net profits
for the last three financial years. The Company has approved
a total of 52 projects with a total outlay of H 125.58 Crore.
Whereas the amount allocated towards ongoing projects
amounting to H 124.47 Crore would be disbursed on receipt
of bills/claims from the implementing agencies in future and
the same amount has been transferred to the 'CSR Unspent
Account' maintained with Scheduled Bank in terms of
section 135(6) of the Companies Act, 2013. The details of
CSR activities as required under the Companies Act for the
financial year 2024-25 is annexed at ANNEXURE - IV.

CSR Activities proposed for the FY 2025-26

For the financial year 2025-26, the Company would be
required to spend approx. H 128 Crore. The details of all the
projects/ activities will be provided in the next Annual Report.

18. Directors’ Responsibility Statement

As required under Section 134(3)(c) of the Companies Act,
2013, it is confirmed that:

a) In the preparation of the annual accounts for the
year ended 31^st March 2025, the applicable Indian
Accounting Standards have been followed and there are
no material departures;

b) such accounting policies have been re-drafted taking
into account the Ind-AS, judgments and estimates made
are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company at the
end of the financial year and of the profit or loss of the
Company for that period;

c) Proper and sufficient care has been taken for 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 or other irregularities; and

d) the Annual accounts have been prepared on 'going
concern' basis;

e) Had laid down internal financial controls to be followed
by the Company and such internal financial controls are
adequate and operating effectively;

f) Proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

19. Human Resource Management

At IRFC we believe in a strong value system and best HR
practices to enhance and improve our capabilities and achieve
the organizational objectives.

As of 31^st March 2025, the total manpower of the Company
stood at 45. To strengthen the existing workforce, the
Company inducted two Executives and one Executive on
deputation during the financial year 2024-25. Women
comprised 20% of the total workforce as on 31^st March 2025.

The Company continues to maintain high level of employee
productivity and efficiency as reflected in its low overhead to
turnover ratio of less than 0.10%.

19.1 Women Employees

Your Company provides equal growth opportunities for the
women in line with Govt. of India philosophy on the subject.
Being a lean organization, where Company has 45 employees,
women representation has grown across hierarchical levels.
Thus, Women constituted 20% of its total workforce as
on 31^st March 2025. As per Govt. of India directives and
guidelines from time-to-time, IRFC ensures the welfare of
women employees.

19.2 Information under Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has an Internal Complaints Committee (ICC) to
examine the case related to Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.
The complaints received by the committee are being dealt in
line with the provisions of the Act.

Details of complaints in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 for the year under review is as follows: -

19.3 Training & Human Resource Development

In order to enhance the skills, capabilities and knowledge of
employees, a well-defined Training and Development Policy
for below board level executives and non-executives is in
place. Employee training and development is an essential
element of the Company's strategy. During the year 2024-25,
the Company imparted training to 45 of its employees through
various training programmes and workshops including inhouse
trainings. These initiatives enabled the Company to achieve
51 training man days/357 Hrs.

19.4 Employee Welfare

The Company takes care of health and well-being of its
employees by reimbursing in-patient and out-patient medical
costs, provision for leaves on medical grounds, rehabilitation
policy in case of death or permanent disability, which are
applicable for all employees.

19.5 Your Company complies with the provisions relating to
Maternity Benefit Act, 1961.

19.6 Sports activities

The Company recognises that employee engagement in
sporting activities plays a vital role in fostering harmony,
inclusiveness, and team spirit within the organisation. As part
of its employee well-being initiatives, the Company continues
to integrate sports and recreational activities into its workplace
culture to support holistic employee development and create
a more vibrant organisational environment. IRFC organized its
Annual Sports Day 2024-25 on March 28, 2025, wherein the
employees of the Company across various departments have
participated in various sports activities that fostered team
spirt and workplace camaraderie.

19.7 Grievance Redressal

To promote fair and equitable employment relationship, a
scheme for Grievance Redressal of employees is also in place
which ensures a time bound redressal of grievances.

20. Auditors
Statutory Auditor

M/s O.P. Totla & Company, Chartered Accountants, have been
appointed as Statutory Auditors by Comptroller & Auditor
General of India to audit the accounts of the Company for the
financial year 2024-25.

The Comptroller & Auditor General of India has undertaken
supplementary audit on accounts of the Company for the year
ended 31^st March 2025 and have Nil comments for the year
ended 31^st March, 2025.

Secretarial Auditor

M/s Akhil Rohatgi and Company, Practicing Company
Secretaries, were appointed as Secretarial Auditors for
carrying out Secretarial Audit of the Company for the Financial
year 2024-25. In terms of Section 204 of the Companies Act,
2013 and Rules made thereunder, they have issued Secretarial
Audit Report for the Financial year 2024-25 and the same is
annexed to this Report as ANNEXURE-V.

21. Debenture Trustees

In compliance with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 the details of Debenture
Trustees appointed by the Company for different series
of its bonds / debentures issued from time to time, are
given in Corporate Governance Report which is enclosed
as ANNEXURE-II.

22. Other Disclosures under the applicable provisions
of the Companies Act, 2013

22.1 Number of Meetings of the Board

The details of number of meetings of the Board are
given in Corporate Governance Report which is enclosed
as ANNEXURE-N.

22.2 Certificate of Independence by Independent Director

Independent Directors of the Company have given a
declaration that they meet the criteria of Independence, as
laid down under Section 149 (6) of the Act, SEBI (LODR)
Regulations, 2015 and DPE Guidelines on Corporate
Governance for CPSEs.

Further, the Independent Directors of the Company are
nominated / appointed by the President of India acting
through the administrative ministry, i.e., Ministry of Railways
(MoR). Accordingly, the appointing authority considers the
integrity, expertise and experience of the individual to be
nominated / appointed.

22.3 Material changes, if any, that may affect financial position
of the Company

There were no material changes and commitments affecting
financial position of the Company during the year under
review 01.04.2024 to 31.03.2025

22.4 Information in Corporate Governance Report

Information on composition, terms of reference and number
of meetings of the Board and its Committees held during the
year, establishment of Vigil Mechanism/ Whistle Blower Policy
and weblinks for familiarization Programmes of Directors,
Policy on Related Party Transactions, Remuneration paid to
Functional Directors and Key Managerial Personnel, sitting
fees to Directors and details regarding IEPF etc. have been
provided in the 'Report on Corporate Governance', prepared
in compliance with the provisions of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 and DPE
Guidelines on Corporate Governance, 2010, as amended from
time to time, which forms part of this Annual Report.

22.5 Internal financial control systems and their adequacy

The details are given in Management Discussion and Analysis.

22.6 Audit Committee

The details pertaining to the Audit Committee are included
in the Corporate Governance Report, which is enclosed
as ANNEXURE-II.

22.7 Secretarial Standards

Your Company complies with all applicable Secretarial
Standards issued by the Institute of Company
Secretaries of India.

22.8 Certificate on Corporate Governance

The requisite Certificate received from the Secretarial
Auditors of the Company, M/s Akhil Rohatgi and Company,
Practicing Company Secretaries, in respect of compliance with
the conditions of Corporate Governance as stipulated under
Regulation 34(3) read with Clause E of Schedule V of the SEBI
(LODR) Regulations, 2015, is attached as ANNEXURE-VI and
forms part of the Annual Report.

22.9 Risk Management

The details are given in Management Discussion and
Analysis. Further, the Company is having a Risk Management
Committee (“RMC”) of its directors in place, for monitoring
the integrated risks of the Company. The details pertaining to
Risk Management Committee are included in the Corporate
Governance Report, which is enclosed as ANNEXURE-II.

22.10 Risk Based Internal Audit

RBI vide its circular February 3, 2021, had mandated the Risk
Based Internal Audit (RBIA) framework for all non- deposit
taking NBFCs with asset size of H 5000 Crore and above. In
line with the RBI notification, Risk Based Internal Audit (RBIA)
policy has been formulated and approved by the Board of
Directors. RBIA will help the organization to identify the risks
and address them based on the risk priority and direction
provided by the Board. A firm of Chartered Accountant has
been appointed as an expert to assist the Risk Based Internal
Audit. The scope of RBIA is well defined and is very exhaustive
to take care of all functions and business of the Company
depending upon the risk assessment and control environment.
Based on RBIA report, steps are taken at regular intervals to
further strengthen the existing systems and procedures.

22.11 Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have
been disclosed in the financial statements.

22.12 Transactions with related parties

The particulars of the transactions with related parties have
been disclosed in the financial statements.

22.13 Stock Options

The Company has not issued any stock options to the Directors
or any employee of the Company.

22.14 Significant and Material Orders passed by the Regulators
or Courts or Tribunals impacting the going concern status
of the Company

There are no significant and/or material orders passed by the
Regulators or Courts or Tribunals impacting the going concern
status of the Company.

22.15 Disclosure under Foreign Exchange Management Act,
1999

The Company is in compliance with the relevant provisions of
the Foreign Exchange Management Act, 1999 pertaining to
external commercial borrowing and derivatives.

22.16 Extract of Annual Return

The extract of Annual Return is given in ANNEXURE-VII which
forms part of this report. After filing of the annual return for
FY 2024- 25 with MCA, the same will be uploaded on website
of the Company at https://irfc.co.in/.

22.17 Code of Business Conduct-Declaration by CEO

Declaration by CEO on compliance of the “Code of
Business Conduct and Ethics for Board Members and
Senior Management” for the year 2024-25 is placed
at ANNEXURE-VIII.

22.18 CEO/CFO Certification

As required under Regulation 17 (8) of the SEBI (LODR)
Regulations, 2015, the Compliance Certificate as specified in
Part B of Schedule II of the said Regulation duly signed by Shri
Manoj Kumar Dubey, Chairman & Managing Director & CEO
and Shri Sunil Kumar Goel, Chief Financial Officer (CFO) was
placed before the Board of Directors in their Meeting held on
28^th April, 2025. The same is enclosed as ANNEXURE-IX.

22.19 Particulars of Employees receiving high remuneration &
other particulars of employees

Since IRFC is a Government Company, provisions of section
197 are not applicable. Hence, the details have not been given.

22.20 Deposits from public

The Company has not accepted any fixed deposits during
the period under review and the Board of Directors has
passed requisite resolution in this regard, in compliance of
RBI guidelines.

22.21 Cost Records

The Central Government has not prescribed the maintenance
of cost records for the products/services of the Company
under the Companies (Cost Records and Audit) Rules, 2014
read with the Companies (Cost Records and Audit) Amendment
Rules, 2014 prescribed by the Central Government under
Section 148 of the Companies Act, 2013. Accordingly, cost
accounts and records are not required to be maintained
by the Company.

22.22 Conservation of Energy, Technology Absorption

Pursuant to the Provision of Section 134(3)(m) of the
Companies Act, 2013, in respect of Conservation of Energy
and Technology absorption, following steps have been taken
by your Company: -

To save power, the Company purchases LED/ LCD monitors
while replacing the old monitors. Employees are encouraged
to keep their gadgets in power saving mode, wherever
possible. The Company now replaces its old electrical items,
gadgets, etc. with power efficient units. The internal lightning
of office by energy- efficient LED lights has helped to
conserve electricity.

22.23 Foreign exchange earnings & outgo

Your Company has put in place Comprehensive Risk
Management policy to manage risks associated with foreign
currency borrowings. The Company enters into hedging
transactions to cover exchange rate and interest rate risk
through various instruments like forwards and swaps. Details
of Foreign exchange earnings & outgo have been given in the
Notes to Accounts.

22.24 Expenditure on R&D

This is not applicable, as IRFC is engaged only in
financing activities.

22.25 Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors
nor the secretarial auditor has reported to the audit
committee, under Section 143(12) of the Companies Act,
2013, any instance of fraud committed against the Company
by its officers or employees, the details of which need to be
mentioned in the Board's Report.

22.26 Change in nature of Business

There was no change in the nature of business of the Company
during the financial year 2024-25.

22.27 The names of companies which have become or ceased to
be its Subsidiaries, joint ventures or associate companies

There are no Subsidiaries, joint ventures, or associate
companies during the year 2024-25.

22.28 The details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year along with their status as at
the end of the financial year

There was no application made nor any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) against the Company.

22.29 Details of difference between amount of the valuation
done at the time of one time settlement and the valuation
done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.

There was no such instance of either settlement or loan from
Bank or Financial Institution during the year under review.

23. Compliance of MSME Guidelines

Your Company has in place, a Manual for Procurement of
Goods, Services and Works, which provides guidelines to
expedite decision making process by way of consolidating,
simplifying and streamlining the various steps to be
followed in the process of award of contracts from the
procurement of goods, works & services as well as during its
implementation on the ground.

The procurement from MSEs complies to Public Procurement
Policy during the financial year 2024-25 as placed below:

24. Vigilance Activities

Ministry of Railways have nominated a part time Chief
Vigilance Officer (CVO). The CVO carries out internal scrutiny
of the activities on random basis to ensure compliance with the
laid down CVC guidelines and procedures. During the vigilance
awareness week preventive vigilance workshops were also
conducted for the benefit of employees of IRFC. These
workshops inter-alia cover contract management, provision
of CDA Rules, compliances of rules and policies, deliberations
of case studies etc., such workshops have ensured that best
ethical practices are followed in the organization.

The Company has observed Vigilance Awareness Week in
2024-25 from 28^th October, 2024 to 3^rd November, 2024, on
the theme “Culture of Integrity for Nation's Prosperity”, in line
with the circular issued in this regard by the Central Vigilance
Commission. All employees were administered an Integrity
Pledge, to spread awareness about vigilance amongst the
employees, as well as public at large.

25. Official Language

The official language implementation committee of the
Company meets every quarter to monitor and review the
progress made for achieving the targets fixed in Annual
Program issued by the official language department Ministry
of Home Affairs, Government of India. Effective measures
were taken to bring out progressively higher use of Hindi
in day-to-day working of the Company. Hindi workshops /
trainings are regularly organized and for these employees are
sponsored for the trainings/workshops.

Hindi week was observed in your Company from 17^th
September 2024 to 20^th September, 2024 to motivate the
employees for the progressive use of Hindi in their day to¬
day work. Several competitions / programmes were organized
to encourage the employees to work in Hindi and create a
conducive atmosphere. The participants were accordingly
awarded. Further, cash award was also given to employees
making most extensive use of Hindi in their day-to-day official
work under the Government scheme.

The official website of your Company exists in bilingual form
and contains all information of interest to its stakeholders.

26. Presidential Directive

Company has not received any Presidential Directive
during the year.

27. Right to Information Act, 2005

The Government of India's instructions on Right to Information
Act, 2005 is being complied with. All relevant information has
been hosted on the Company's website.

28. Changes in Directors & KMP during & after the year
are brought out below:

Being a Government Company, the power to appoint Directors
on the Board of the Company is vested with the President
of India acting through the Ministry of Railways (MoR),
Government of India. Being a CPSE, the remuneration of
Functional Directors, Key Managerial Personnel and other
employees of the Company, including Senior Management
Personnel, is determined as per the extant guidelines on
pay, perquisites, allowances etc. issued by the Department
of Public Enterprises (DPE) and/or Government of India
from time to time. The sitting fee paid to Non- Official/
Independent Directors for attending the meetings of Board
and Committees thereof, are within the limits prescribed under
the Companies Act, 2013. The Government Nominee Director
is not entitled to receive any remuneration or sitting fee from
the Company, as per the norms of Government of India.

Details of remuneration and sitting fees paid to Directors are
appearing in the 'Report on Corporate Governance' annexed
to this Report.

Pursuant to Section 203 of the Companies Act, 2013, the
Board of Directors of the Company has designated the
Chairman and Managing Director as CEO, Director (Finance),
Group General Manager (Finance) as CFO, and Company
Secretary (CS) as Key Managerial Personnel (KMPs) of the
Company. Being a Government Company, the role of CEO is
being performed by Chairman and Managing Director (CMD)
and the role of CFO is performed by Group General Manager
(Finance) of the Company.

The Changes in Directors & KMP during & after the year are
brought out below: -

1. Ms. Uma Ranade, IRAS, AM (Budget), Railway Board
has been entrusted with the additional charge of post of
Chairman and Managing Director from 27^th March 2024
to 31^st July 2024.

2. Smt. Usha Venugopal, IRAS (2024), has been entrusted
with the additional charge of the post of Chairman &
Managing Director (CMD), IRFC, in addition to her own,
from 01^st August 2024 and relinquished the additional
charge of CMD, IRFC, on 10^th October 2024, following
the appointment of Shri Manoj Kumar Dubey as
Chairman and Managing Director, and also as CEO.

3. Shri. Manoj Kumar Dubey has been appointed as
Chairman and Managing Director, and also as CEO of
the Company/IRFC by Board of Directors for a period
of five years with effect from the date of his assumption
of charge of the post, or until further orders, whichever
is earlier. He assumed charge of the post of CMD, IRFC,
with effect from 10^th October 2024.

4. Shri Bhaskar Choradia (DIN:08975719) has relinquished
the charge of post of EDF/B, Railway Board on 15^th April
2024. Accordingly, he has ceased to hold the office of
Part-time Government Director on the Board of lRFC
w.e.f. 15^th April 2024.

5. Shri. Abhishek Kumar, Executive Director Finance
(Budget), Railway Board, has been appointed as Part¬
time Government Director on the Board of the IRFC/
Company with effect from 29^th May 2024, till he holds
the post of Executive Director Finance (Budget), Railway
Board or further orders whichever is earlier.

6. Shri Vallabhbhai Maneklal Patel, Non -Official Director
(Independent Director) and Smt. Sheela Pandit, Non
-Official Director (Independent Director) ceased to be
Independent Directors of the Company with effect from
9^th November 2024 on completion of their tenure.

7. Shri Vallabhbhai Maneklal Patel (DIN: 07713055) has
been co-opted as Non-official Independent Director on
the Board of the Company w.e.f. 16^th April 2025.

8. Ms. Shelly Verma (DIN: 06629871), who hold the
post of Director (Finance), IRFC has superannuated
from the services of the Company on 30^th April
2025 and accordingly, has ceased to be a Director
and Key Managerial Personnel of IRFC with effect
from 1^st May 2025.

9. Shri Randhir Sahay, IRAS, Executive Director Finance (S),
Railway Board, has been entrusted the additional charge
of the post of Director (Finance) in addition to his own,
with effect from 01^st May 2025 due to superannuation
of Ms. Shelly Verma on 30^th April 2025.

Director(s) retiring & seeking appointment/ reappointment
in the ensuing AGM

In accordance with the provisions of the Companies Act, 2013
and Article 210 of the Articles of Association of the Company,
Shri Abhishek Kumar (DIN: 10644411), Govt. Nominee
Director shall retire by rotation at the ensuing 38^th Annual
General Meeting of the Company and being eligible, offers
himself for re-appointment.

Further, pursuant to Regulation 17(1C) of SEBI Listing
Regulations, the appointment of Shri Manoj Kumar Dubey as
Chairman & Managing Director & CEO, Shri. Randhir Sahay as
Director (Finance) (Addnl. Charge) & CFO and Shri Vallabhbhai
Maneklal Patel as Non-official Independent Director is also
being submitted to the shareholders for approval. The Board
recommends their re-appointment/appointment.

Brief resume and other particulars of Shri Abhishek Kumar,
Shri. Manoj Kumar Dubey, Shri. Randhir Sahay and Shri.
Vallabhbhai Maneklal Patel are annexed to the Notice of AGM
forming part of this Annual Report.

29. Evaluation of Board of Directors/ Independent
Directors

As per the statutory provisions, a listed company is required
to disclose in its Board's Report, a statement indicating the
manner in which formal annual evaluation of the performance
of the Board, its committees and individual Directors has
been made and the criteria for performance evaluation of its
Independent Directors, as laid down by the Nomination &
Remuneration Committee.

However, the Ministry of Corporate Affairs (“MCA”) vide its
notification dated June 5, 2015, has, inter-alia, exempted
Government companies from the above requirement.
Directors are evaluated by the Ministry or Department of the
Central Government, which is administratively in charge of

the company, as per its own evaluation methodology. Further,
MCA vide notification dated July 5, 2017, also prescribed
that the provisions relating to review of performance of
Independent Directors and evaluation mechanism prescribed
in Schedule IV of the Companies Act, 2013, is not applicable
to Government companies.

Accordingly, being a government company, IRFC is, inter
alia, exempted in terms of the above notifications, as the
evaluation of performance of all members of the Board of
the Company is being done by the administrative ministry i.e.,
the Ministry of Railways and/or by the Department of Public
Enterprises (DPE).

30. ‘Think Green, Go Green’ Initiative

The Companies Act, 2013 permits companies to send
documents like Notice of Annual General Meeting, Annual
Report etc. through electronic means to its members at their
registered email addresses. As a responsible corporate citizen,
the Company has actively supported the implementation of
'Green Initiative' of the Ministry of Corporate Affairs (MCA)
and effected electronic delivery of Notices and Annual Reports
to shareholders, whose email ids are registered. The intimation
of dividend (interim/ final) is also being sent electronically to
such shareholders. Further, pursuant to Section 108 of the
Companies Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014, the Company
is providing e-voting facility to all members to enable them
to cast their votes electronically in respect of resolutions
set forth in Notice of Annual General Meeting (AGM). The
Company will also be conducting the AGM this year through
video conferencing / other audio-visual means. Members can
refer to the detailed instructions for e-voting and electronic
participation in the AGM, as provided in the Notice of AGM.
Members, who have not registered their e-mail addresses so
far, are requested to register their e-mail addresses with the
Registrar and Share Transfer Agent (R&TA) of the Company or
their respective Depository Participant (DP) and take part in
the green initiative.

31. Acknowledgements

Your Company is grateful to the Ministry of Railways, Ministry
of Finance, Ministry of Corporate Affairs, Public Enterprises
Selection Board, Department of Public Enterprises, National
Informatics Centre, other Departments of the Government,
Securities and Exchange Board of India and the Reserve
Bank of India, for their co-operation, assistance, active and
timely support, and guidance rendered from time to time. The
Company is also thankful to all its Shareholders, Bondholders,
Banks, Financial Institutions, Arrangers, Registrar and Transfer
Agents, Bond Holders Trustees, National Stock Exchange of
India Limited, BSE Limited and other stakeholders for reposing
their confidence and trust in the Company. The Company
looks forward to their continued support for sustaining
its excellent performance levels. The Company expresses
gratitude to the Comptroller & Auditor General of India, the
Statutory Auditors, Secretarial Auditors and the Internal
Auditors for their valuable support and guidance. The Board
of Directors express their deep appreciation in recognition of
the valuable contribution made by the Company's small team
of officers and employees, which has enabled the Company to
successfully meet the funding targets set by the Ministry of
Railways, while consolidating its position as one of the most
vibrant public financial institutions in the country.

For and on behalf of the Board of Directors

Sd/-

(Manoj Kumar Dubey)

Place: New Delhi Chairman and Managing Director & CEO

Date: 22.07.2025 (DIN: 07518387)