IRB Infrastructure Developers Ltd Directors Report

Dear Stakeholders,

Your Directors have pleasure in presenting their 27 th report on the business and operations, along with the audited financial statements of your Company, for the year ended March 31, 2025.

(Amount in million)

Particulars	Consolidated		Standalone
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Total Income	80,315.47	82,017.60	58,104.42	58,507.05
Total Expenditure	68,371.77	69,354.72	47,923.29	49,469.49
Profit before share of profit / (loss) of joint ventures, exceptional items and tax	11,943.70	12,662.88	10,181.13	9,037.56
Less: Share of loss from joint ventures	(1,371.08)	(3, 148.50)	-	-
Profit before exceptional items and tax	10,572.62	9,514.38	10,181.13	9,037.56
Add: Exceptional item - Gain (net)	58,041.28	-	47,949.12	-
Profit before tax	68,613.90	9,514.38	58,130.25	9,037.56
Less: Provision for tax
Current tax	1,635.52	1,840.13	295.01	658.00
Deferred tax	2,171.54	1,616.09	1,694.66	755.67
Profit for the year	64,806.84	6,058.16	56,140.58	7,623.89
Add:
Profit at the beginning of the year	65,944.86	61,652.81	25,814.59	19,863.02
Securities Premium at the beginning of the year	64,402.51	64,402.51	64,402.50	64,402.50
Other reserves at the beginning of the year	3,215.30	3,215.30	743.16	743.16
Group share of share issue expenses incurred by private trust	-	(73.85)	-	-
Re-measurement (loss)/gain on defined benefit plans during the year	26.65	(42.16)	1.67	(15.48)
Tax on defined benefit plans during the year	(6.51)	10.63	(0.42)	3.89
Appropriations:
Interim Dividend	(2,415.60)	(1,660.73)	(2,415.60)	(1,660.73)
Other Comprehensive Income	(3,747.26)	(2,156.62)	(3,747.26)	(2,156.62)
Balance Carried Forward to Balance Sheet	1,92,226.79	1,31,406.05	1,40,939.22	88,803.63

Your Company has not proposed to transfer any amount to General Reserves.

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 nonconvertible 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.

?€? Moodys 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 Companys 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:

Sr.	ISIN	Issue Name	Face	Issue	Date of
No.			value	Size allotment
1.	INE821I07052	9.55% Secured,	*10	200	June 29,
		Redeemable,	lakh	Crores	2020
		Listed,	each
		Rated Non-
		Convertible
		Debentures

*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 Companys (Standalone) fund based facilities availed stood at 73,753.34 million and nonfund 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, nonconvertible 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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.

UPDATE ON PROJECT SPVs OF IRB INFRASTRUCTURE TRUST

Summary of the updates on the Projects are as follows:

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

Sr. Name of SPV No.	Name of the project	Phase (Construction/Toll)	Borrowing	Other updates
1 IRB Lalitpur Tollway Private Limited (\u201cIRBLTPL\u201d)	Four Lane Lalitpur- Sagar-Lakhnadon section (TOT Bundle 12)	The SPV had received appointed date from the competent authority and commenced toll collection and construction on the Project w.e.f. April 1, 2024.	The SPVs had achieved financial closure in March 2024 for the implementation of the project of by tying up Project Finance of 3,500 Crores from the Lender.	The SPV was formed to implement the project of Tolling, Operation, Maintenance and Transfer of four lane Lalitpur-Sagar-Lakhnadon section from km 99.005 to km 415.089 of NH-44 in the State of Uttar Pradesh and Madhya Pradesh.
2 IRB Kota Tollway Private Limited (\u201cIRBKTPL\u201d) IRB Gwalior Tollway Private Limited (\u201cIRBGTPL\u201d)	Kota Bypass and Cable Stay Bridge and Gwalior- Jhansi section (TOT-13)	The SPVs had received appointed date from the competent authority and commenced toll collection and construction on the Projects w.e.f. April 1, 2024.	The SPVs had achieved financial closure in Marcl 2024 by collectively tying up 1,331 crores from the Lender/s.	The SPVs were formed to implement h the projects of Tolling, Operation, Maintenance and Transfer of Kota Bypass & Cable Stay Bridge on NH-76 (New NH-27) in the state of Rajasthan (\u201cIRBKTPL\u201d) and Tolling, Operation, Maintenance and Transfer of Gwalior-Jhansi section from km 0.00 to km 103.000 (revised section Km. 16.000 to Km. 98.455) of NH-75 (New NH-44) in the State of Madhya Pradesh and Uttar Pradesh (\u201cIRBGTPL\u201d).

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 Companys 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:

(a)	number of complaints of sexual harassment received in the year	NIL
(b)	number of complaints disposed off during the year	NIL
(c)	number of cases pending for more than ninety days	NIL

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 Companys 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 20162017 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 Auditors 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 Companys 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 Members 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 Auditors 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 Companys 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 Companys 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

ANNEXURE A

List of Subsidiary / Associate / Joint Venture Companies /

Entity as on March 31, 2025:

Direct subsidiaries:

1. Modern Road Makers Private Limited (EPC Arm)

2. IRB Ahmedabad Vadodara Super Express Tollway Private Limited (SPV for Ahmedabad Vadodara BOT Project)

3. Mhaiskar Infrastructure Private Limited

4. Thane Ghodbunder Toll Road Private Limited

5. I RB Infra Industries Private Limited (Formally known as IRB Kolhapur Integrated Road Development Company Private Limited)

6. ATR Infrastructure Private Limited

7. Ideal Road Builders Private Limited

8. Aryan Toll Road Private Limited

9. GE1 Expressway Private Limited

10. IRB PS Highway Private Limited

11. IRB Sindhudurg Airport Private Limited

12. I RB Infrastructure Private Limited (Investment Manager to IRB InvIT Fund)

13. Aryan Infrastructure Investments Private Limited

14. Aryan Hospitality Private Limited

15. I RB MP Expressway Private Limited (SPV for Mumbai Pune Project)

16. IRB Goa Tollway Private Limited

17. VM7 Expressway Private Limited (SPV for Vadodara Mumbai Expressway HAM Project)

18. Pathankot Mandi Highway Private Limited (SPV for Pathankot Mandi HAM Project)

19. Chittoor Thachur Highway Private Limited (SPV for Chittoor Thachur HAM Project)

Indirect Subsidiaries:

20. MRM Mining Private Limited (Subsidiary of Modern Road Makers Private Limited)

Associate / Joint Venture Company/Entity as per IND AS 24:

21. I RB Westcoast Tollway Limited. (SPV for Goa/Karnataka Border to Kundapur BOT Project)

22. Solapur Yedeshi Tollway Limited. (SPV for Solapur Yedeshi BOT Project)

23. Yedeshi Aurangabad Tollway Limited. (SPV for Yedeshi Aurangabad BOT Project)

24. Kaithal Tollway Limited (SPV for Kaithal Rajasthan Border BOT Project)

25. AE Tollway Limited (SPV for Agra Etawah Bypass BOT Project)

26. Udaipur Tollway Limited (SPV for Udaipur to Rajasthan/ Gujarat Border Project)

27. CG Tollway Limited (SPV for Chittorgarh to Gulabpura Project)

28. Kishangarh Gulabpura Tollway Limited (SPV for Kishangarh to Gulabpura Project)

29. I RB Hapur Moradabad Tollway Limited (SPV for Hapur bypass to Moradabad Project)

30. Palsit Dankuni Tollway Private Limited (SPV for Palsit Dankuni BOT Project)

31. MMK Toll Road Private Limited (Investment Manager to IRB Infrastructure Trust)

32. I RB Infrastructure Trust (Is an irrevocable trust set up under the Indian Trusts Act, 1882 and registered with the SEBI as an infrastructure investment trust)

33. Meerut Budaun Expressway Limited (SPV for Ganga Expressway DBFOT (Toll) basis)

34. IRB Golconda Expressway Private Limited (SPV for Hyderabad Outer Ring Road Project)

35. Samakhiyali Tollway Private Limited (SPV for Samakhiyali to Santalpur section)

36. I RB Lalitpur Tollway Private Limited (SPV for Lalitpur- Sagar-Lakhnadon section)

37. I RB Kota Tollway Private Limited (SPV for Kota Bypass and Cable Stay Bridge section)

38. I RB Gwalior Tollway Private Limited (SPV for Gwalior- Jhansi section)

ANNEXURE B

CRITERIA FOR APPOINTMENT OF BOARD OF DIRECTORS

IRB Infrastructure Developers Limited & its subsidiaries (IRB Group) are engaged into Infrastructure development. IRB Groups business is conducted by its holding company and project specific SPVs which are subsidiaries of IRB. The Board of the holding company being a listed entity shall have required number of Independent Directors in terms of Listing Agreement. Further, as per provisions of the Companies Act, 2013, the Board of subsidiaries shall also have required number of Independent Directors on their Board as the case may be.

The holding companys board appoints directors, including senior executives of the holding company, on the board of these subsidiaries to carry on the business of the subsidiaries efficiently and in line with the objectives of the IRB Group.

The members of the Board of Directors of IRB Group are expected to possess the required expertise, skill and experience to effectively manage and direct the Group to attain its organizational & business goals. They are expected to be persons with vision, leadership qualities, proven competence and integrity, and with a strategic bent of mind.

Each member of the Board of Directors of the Group is expected to ensure that his/her personal interest does not run in conflict with the Groups interests. Moreover, each member is expected to use his/her professional judgement to maintain both the substance and appearance of professionalism and objectivity.

Remuneration Policy

Annual performance and salary review of the employees of the IRB group of companies is done in the first quarter every year.

ANNEXURE C

The review of remuneration is based upon the following Criteria:

1. Performance of the Employee

2. Performance of the Team to which such employee belongs

3. Overall performance of the Company and

4. Prevailing Business environment and requirement of manpower for future projects.

Remuneration to Managing, Whole-Time Director/s, Key Managerial Personnel and Senior Management:

The Remuneration/ Compensation/ Commission etc. to be paid to Managing, Whole-Time Director/s and Key Managerial Personnel shall be governed as per provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force. The remuneration including incentives to Senior Management shall be in accordance with the Companys policy. A performance appraisal be carried out annually and promotions or incentives or increment will be based on performance and the Companys Policy.

Remuneration to Non-Executive/Independent Director:

The Non-Executive Independent Director may receive remuneration/compensation/commission as per the provisions of the Companies Act, 2013 & Rules made thereunder. The amount of sitting fees for attending Board and Committee meetings shall be fixed by Board of Directors, from time to time, subject to ceiling/ limits as provided under the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.