irb infrastructure developers ltd share price Directors report


Dear Stakeholders,

Your Directors have pleasure in presenting their 25th report on the business and operations, along with the audited financial statements of your Company, for the year ended March 31,2023.

(Amount in Rs Million)

Particulars Consolidated Standalone
Year ended March 31, 2023 Year ended March 31, 2022 Year ended March 31, 2023 Year ended March 31, 2022
Total Income 67,033.14 63,554.47 45,633.14 30,754.01
Total Expenditure 55,193.54 55,796.00 41,040.26 26,454.91
Profit before exceptional items and tax 11,839.60 7,758.47 4,592.88 4,299.10
Less: Share of loss from joint ventures 1,070.09 2,262.15 - -
Profit before exceptional items and tax 10,769.51 5,496.32 4,592.88 4,299.10
Add: Exceptional item - - - -
Profit before tax 10,769.51 5,496.32 4,592.88 4,299.10
Less: Provision for tax
Current tax 2,500.18 1,781.97 746.52 487.34
Deferred tax 1,069.22 100.38 123.71 613.83
Profit for the year 7,200.11 3,613.97 3,722.65 3,197.93
Add: Profit at the beginning of the year 55,202.83 51,665.77 16,891.94 13,693.06
Transfer from Other comprehensive income -- Remeasurement (loss) on defined benefit plans (net of taxes) - - - -
Group share of share issue expenses incurred by private trust (7.82) (54.60) - -
Re-measurement (loss)/gain on defined benefit plans during the year 16.83 (29.52) 4.43 1.28
Tax on defined benefit plans during the year (4.26) 7.21 (1.12) (0.33)
Profit available for appropriation 62.407.69 55,202.83 20,617.90 16,891.94
Appropriations:
Interim Dividend (754.88) - (754.88) -
Balance Carried Forward to Balance Sheet 61,652.81 55,202.83 19,863.02 16,891.94

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

OPERATION AND PERFORMANCE REVIEW

On the basis of Consolidated Financials

During the year, IRB (hereinafter referred to as "your Company") earned total income of Rs 67,033.14 million as against the total income of Rs 63,554.47 million in previous year. Contract revenue increased from Rs 39,304.91 million for March 31, 2022 to Rs 42,717.65 million for year ended March 31, 2023. Toll revenues for March 31, 2023 had increased to Rs 20,432.67 million from Rs 1 7,493.05 million for March 31,2022. Net profit before share of profit / (loss) from joint venture / exceptional items and tax stood at Rs 11,839.60 million againstRs 7,758.47 million for the previous financial year. Net profit before tax after share of loss from joint ventures and exceptional items stood at Rs 10,769.51 million against Rs 5,496.32 million for the previous financial year. Profit for the year ended March 31, 2023 stood at Rs 7,200.11 million as against Rs 3,61 3.97 million for the previous year.

On the basis of Standalone Financials

During the year, your Company earned total income of Rs 45,633.14 million for the year ended March 31, 2023. Profit before tax stood at Rs 4,592.88 million. Profit for the year ended March 31,2023 stood at Rs 3,722.65 million, as against Rs 3,1 97.93 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

Particulars of Loans, Guarantees or Investments, if any, are given in the Notes to the Audited Financial Statements.

DIVIDEND

Your Company has declared interim dividend ofRs 1.25/- per equity share of face value of Rs 10/- each (@1 2.5% of face value of share) on August 5, 2022 and Second interim dividend of Rs 0.075/- per share of face value ofRs 1/- each (@7.5% of face value of share) on May 1 9, 2023 for the financial year 2022-23.

CREDIT RATING OF COMPANY

• India Ratings and Research (Ind-Ra) has reaffirmed Rating to ‘IND AA-/Stable/IND A1+ to the Company?s Non - fund based bank facilities limits aggregating Rs 12,000 million and IND AA-/Stable to the NCDs of Rs 2,000 million. Further India Rating has assigned its long-term rating of ‘IND AA-/Stable? to the Term Loan of Rs 4,000 million.

• CRISIL Ratings has upgraded Company?s Rating on the long-term loan facilities to CRISIL AA-/Stable from CRISIL A/Positive and CRISIL A1 + from CRISIL A1 for Non - fund based bank facilities limits of Rs 12,000 million.

• Acuite Ratings & Research Limited has reaffirmed its ‘ACUITE AA-/Stable? rating to the NCDs of Rs 3,500 million. Further Acuite has reaffirmed its long term rating of ‘Provisional ACUITE AA-/ Stable to the Rs 1500 million Non-Convertible Debentures and shortterm rating of ACUITE A1 + on the Rs 250 million Commercial Paper.

• Fitch Ratings has affirmed the International Long-Term Issuer Default Rating on IRB Infrastructure Developers Limited?s at BB+.

BORROWINGS

As on March 31, 2023, your Company?s (Standalone) fund based facilities availed stood at Rs 35,472.27 million and non-fund based credit facilities availed stood at Rs 6,185.75 million.

SHARE CAPITAL

Change in the capital structure of the Company

During the period under review, the Board of Directors approved split / sub-division of equity shares of the Company such that each equity share having face value ofRs 10/- (Rupees Ten only) fully paid-up, sub-divided into 10 (ten) equity shares having face value of Rs 1 /- (Rupee One only) each, fully paid-up with effect from February 22, 2023 (Record Date). Further, the shareholders vide resolution passed by way of postal ballot on February 6, 2023 approved the said split of equity shares and the consequential alteration in Capital Clause of Memorandum of Association of the Company.

Accordingly the capital structure of the Company post sub-division of equity shares is as follows:

Authorised Share Capital:

Rs 6,15,00,00,000/- consisting of 6,15,00,00,000 equity shares of face value of Rs 1/-each.

Issued, Subscribed & paid up capital:

Rs 6,03,90,00,000/- consisting of 6,03,90,00,000 equity shares of face value ofRs 1/- each fully paid.

DEBT SECURITIES

During the year, the Company has not issued Non-convertible debentures.

As on March 31,2023, the Company has following Outstanding Non-convertible debentures issued by the company on private placement basis as under:

Sr. No. ISIN Issue Name Face value Issue Size Date of allotment
1. INE821I07029 9.55% Secured, Redeemable, Listed, Rated Non- Convertible Debentures* Rs 10 lakh each Rs 200 Crores May 21,2020
2. INE821I07052 9.55% Secured, Redeemable, Listed, Rated Non- Convertible Debentures **Rs 10 lakh each Rs 200 Crores June 29, 2020
3. INE821I07094 9.927% Unlisted, Unrated, Secured, Redeemable Non- Convertible Debentures Rs 1 lakh each for cash at a discount of 0.2845% Rs 2,184.55 Crores February 22, 2021
4. INE821I07102 9.55% Secured, Redeemable, Listed, Rated Non- Convertible Debentures ***Rs 10 lakh each Rs 350 Crores September 30, 2021

*Fully redeemed on May 20, 2023

**As on March 31,2023 face value of Secured, Redeemable, Listed, Rated Non-Convertible Debentures was Rs 8,70,000/- each. The Face value is partially redeemed on quarterly basis.

***As on March 31,2023 face value of Secured, Redeemable, Listed, Rated Non-Convertible Debentures was T 7,53,229.72/- each. The Face value is partially redeemed on quarterly basis.

UPDATE ON PROJECT SPV?S OF THE COMPANY

Sr. No. Name ofSPV Name of the project Phase (Construction/Toll) Project funding (Capital/ Borrowing) Other updates
1. Meerut Budaun Expressway Limited (Formerly known as Meerut Budaun Expressway Private Limited) Ganga Expressway DBFOT (Toll) basis The SPV has received appointed date from competent authority in October 2022. The SPV has achieved financial closure in June 2022 by tying up debt of Rs 26,590 Millions from the consortium of banks /financial Institution. The SPV was formed to implement the project of development of Access Controlled Six Lane (Expandable to Eight Lane) Greenfield Ganga Expressway [Group-I, 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. Subsequently, the SPV has executed Concession Agreement with Uttar Pradesh Expressways Industrial Development Authority (UPEIDA) in January 2022.
During the year under review, Meerut Budaun Expressway Limited (MBEL), has issued and allotted 53,32,00,000 equity shares through preferential issue on private placement basis (27,19,07,500 equity shares to the Company and 26,12,92,500 equity shares to the GIC Affiliate. Post this transaction, in MBEL, the Company and GIC Affiliates holds equity shares in the ratio of 51% and 49% respectively. MBEL ceased to be wholly owned subsidiary on October 15, 2022 and became a joint venture of the Company.
2. Chittoor Thachur Highway Private Limited Chittoor Thachur HAM Project The SPV has received appointed date from competent authority in January 2023. The SPV has achieved financial closure in May 2022 by tying up debt of Rs 4293.6 Millions from the consortium of banks / financial Institution. The SPV was formed to implement the project of Development of Six Laning of Chittoor-Thachur road from km. 96.040 (Pondavakkam) to km. 116.100 (Kannigaipair) on Hybrid Annuity mode under Bharatmala Pariyojana, in thestateof Tamil Nadu (Package-IV). The estimated Project Cost is approximately Rs 9090 Millions having Construction Period of 730 Days & Operation Period of 15 (Fifteen) years commencing from COD. First year O & M cost is Rs 19.8 Million. Subsequently, the Concession Agreement was signed for the Project with NHAI in December, 2021.
3. IRB Golconda Expressway Private Limited Hyderabad Outer Ring Road Project The SPV has received appointed date from competent authority in August 2023 The SPV has executed Concession Agreement with Hyderabad Metropolitan Development Authority (HMDA) in May 2023. The SPV was formed to implement the project of Tolling, Operation, Maintenance & Transfer (TOT) of Nehru Outer Ring Road (from Km 0+000 to Km 158+000) in Hyderabad, Telangana ("the Project") and has received Letter of Award (LOA) dated April 27, 2023 from Hyderabad Metropolitan Development Authority (HMDA). The SPV has achieved financial closure in August 2023 by tying up debt of Rs 5500 Crores from the Lender & subsequently started toll collection.
4. Samakhiyali Tollway Private Limited Samakhiyali to Santalpur Section BOT (Toll) mode Financial Closure is underway. The SPV has executed concession agreement with National Highways Authority of India (NHAI) in May 2023. The SPV was formed to implement the project of Upgradation to Six Lane with paved Shoulder of NH-27 from Samakhiyali to Santalpur section from km. 339+200 to Km. 430+100 in the State of Gujarat on BOT (Toll) Mode and has received LOA dated February 24, 2023 from NHAI.
5. VK1 Expressway Limited (Formerly known as VK1 Expressway Private Limited) Vadodara Kim HAM Project The SPV has received completion certificate in October 2022. This SPV was transferred to IRB InvIT Fund, Infrastructure Investment Trust for which the Company is acting as Sponsor and the Project Manager, in the month of October 2022.

IRB INFRASTRUCTURE TRUST

Your Company is Sponsor and Project Manager of IRB Infrastructure Trust ("Private Trust/Private InvIT"), MMK Toll Road Private Limited ("MMK") is Investment Manager of the Private Trust. During the year, MMK has carried out its obligations under Investment Management Agreement entered into with the Private Trust and earned management fee of Rs 48 Million.

The object and purpose of the Private Trust, as described in the Indenture of Trust, is to carry on the activity of an infrastructure investment trust under the InvIT Regulations. Further, the Company in the year 2019-20 had transferred Nine Project SPVs to IRB Infrastructure Trust in which the Company holds 51% stake while investors holds the remaining stake of 49%. During the period under review, the Company has implemented Palsit Dankuni Tollway Private Limited through the Company?s associate viz. IRB Infrastructure Trust. Accordingly, the Private Trust owns, builds, operates and maintains a portfolio often toll-road assets in the states of Maharashtra, Gujarat, Uttar Pradesh, Rajasthan, Karnataka, Haryana and West Bengal in India. These toll roads are operated and maintained pursuant to concessions awarded by the NHAI.

The Board of Directors of the Company at their meeting held on July 8, 2023 and subsequently the Shareholders of the Company at their meeting held on August 1, 2023 have approved the following:

1. Implementation of Hyderabad Outer Ring Road TOT Project (SPV - IRB Golconda Expressway Private Limited) through the Company?s Associate viz. IRB Infrastructure Trust ("the Trust").

The Company is the Sponsor of the Trust and the Company holds 51% units of the Trust while 49% of the units are held by GIC Affiliates.

2. Implementation of Samakhiyali Santalpur BOT Project (SPV - Samakhiyali Tollway Private Limited), through the Company?s Associate viz. IRB Infrastructure Trust ("the Trust").

The Company is the Sponsor of the Trust and the Company holds 51% units of the Trust while 49% of the units are held by GIC Affiliates.

The Company acting as the Project Manager of the Private Trust, has 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 Trust for 10 years as per Project Implementation Agreements. These Work Orders would result in improved visibility in consolidated Order Book of the Company for long term.

UPDATE ON PROJECT SPV?S OF IRB INFRASTRUCTURE TRUST

Sr. No. Name of SPV Name of the project Phase (Construction/Toll) Borrowing during FY23 (in millions) Other updates
1. IRB Hapur Moradabad Tollway Limited Hapur Moradabad BOT Project Tolling and Construction 1,455.18 The SPV has been issued a Completion Certificate (COD- II) in April 2023 for additional length of 9.75 Kms by the Competent Authority. With this, 88.282 Kms of the Project Highway has been completed. Consequently, toll rates for the SPV would be increased by

5% and the SPV will collect toll at revised toll rates on this project.

2. IRB Westcoast Tollway Limited Goa/ Karnataka border to Kundapur BOT Project Tolling and Construction 1,020.81 The SPV has been issued Provisional Certificate no. 3 by the Competent Authority in March 2023 for additional length of ™9.93 kms of the Project implemented by the SPV.

IRB INVIT FUND

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

The Company being acting as the Project Manager of the Trust, had earlier received Work Orders for Operation & Maintenance (O&M) work of the Project SPVs of the Trust for further 10 years. These Work Orders for O&M work would result in improved visibility in consolidated Order Book of the Company over long term.

During the year under review, the Company has transferred Vadodara Kim Expressway Project implemented through VK1 Expressway Limited to IRB InvIT Fund. The Company has received total distribution ofRs 801.90 Million (Rs 8.65 per unit comprised ofRs 5.40 per unit as Interest and Rs 3.25 per unit as Return of Capital) from the Trust.

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, the Company has incorporated one subsidiary Company i.e. Samakhiyali Tollway Private Limited. Further, in May 2023, the company has promoted one more subsidiary Company i.e. IRB Golconda Expressway Private Limited.

A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report.

In accordance with the 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, www.irb.co.in. Further, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.irb.co.in.

Further, with reference to outcome of the Board meeting dated October 26, 2021 pertains to monetization of certain non-core assets of the Company/ Group ("Transactions"), the Company?s Audit Committee and the Board vide its meeting held on July 31,2023 has granted an extension of up to 3 more years for this Transactions and all other terms of the Transactions remain un-changed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On August 5, 2022 pursuant to the recommendation of Nomination & Remuneration Committee of the Board, Mr. Ravindra Dhariwal (DIN: 00003922) was appointed as an Additional non-executive Director of the Company and the appointment was approved by the Shareholders in its 24th AGM.

Mr. Ravindra Dhariwal (DIN 00003922), Non-Executive Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. Your Directors recommended his re-appointment.

During the year under review, the Shareholders in its 24th AGM approved re-appointment of Mr. Virendra D. Mhaiskar (DIN 00183554) as a Managing Director of the Company, liable to retire by rotation, for a further period of five consecutive years with effect from September 7, 2022.

Mr. Carlos Ricardo Ugarte Cruz Coke (DIN: 09441398) resigned from the post of Director of the Company w.e.f. August 5, 2022.

The Board of Directors placed on record its appreciation for the valuable contribution and guidance rendered by Mr. Carlos Ricardo Ugarte Cruz Coke as the Director of the Company during his tenure.

None of the Key Managerial Personnel has resigned during the year under review.

On the basis of confirmation received by the Company, all Directors including Independent Directors appointed during the year have complied with the Code of Conduct adopted by the Company. Further, the Board also states that Independent Directors are person of integrity and have adequate experience to serve as an Independent Director of your Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuanttothe provisions ofthe Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation ofthe working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.

REMUNERATION POLICY

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

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

MEETINGS

The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report.

The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

The scope and authority of the Internal Audit is laid down by the Audit Committee and accordingly the Internal Audit Plan is approved. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners/ concerned departments undertake corrective action, if any, in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Further, the Board of each of the Group Companies has carried out analysis of its business activities and processes carried out by them and laid down Internal Financial Controls which are adhered to by the Group Companies.

OTHER DISCLOSURE

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is provided as "Annexure C".

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy (SPOC Policy) for directors, employees, vendors/ consultants to report genuine concerns and has widely circulated/displayed for the information of the concern.

CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 complied with all applicable secretarial standards. ANNUAL RETURN

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company has transferred the unclaimed or un-encashed Interim dividends for financial years 2015-2016 to the Investor Education and Protection Fund (IEPF) established by the Central Government. Further, as per said rules, the Company has 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.

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 29th (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 27th (Twenty Seventh) Annual General Meeting to be held in the year 2025.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit records are to be maintained by the Company. Your Directors appointed Mrs. Netra Shashikant

Apte, Practicing Cost Accountant (Membership No. 11865 and Firm Registration No. 102229) to audit the cost accounts of the Company for the financial year 2023-24 on a remuneration of ?3,00,000/- (Rupees Three Lakh only) per annum excluding taxes. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member?s ratification for the remuneration payable to Mrs. Netra Shashikant Apte, Cost Auditor is included in the Notice convening the 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, 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 2022-23. The Secretarial Audit Report for financial year 2022-23 is annexed herewith as "Annexure D".

Modern Road Makers Private Limited, material subsidiary of the Company had carried out the Secretarial Audit for the Financial Year 2022-23 pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "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 E" to this Report.

Mhaiskar Infrastructure Private Limited, material subsidiary of the Company had carried out the Secretarial Audit for the Financial Year 2022-23 pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Mhaiskar Infrastructure Private Limited submitted by M/s. Mihen Halani & Associates, a firm of Company Secretaries is attached as "Annexure F" to this Report.

IRB MP Expressway Private Limited, material subsidiary of the Company had carried out the Secretarial Audit for the Financial Year 2022-23 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 is attached as "Annexure G" to this Report.

FIXED DEPOSITS

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

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 H". 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 is uploaded on the Company?s website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no 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 in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through risk registers and mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, the Audit Committee and the Board of Directors, as may be required.

DIRECTORS? RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make 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, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that 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 31,2023 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) that 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, we believe that employees are the strong pillars which lay the foundation of our success. To ensure a strong foundation, we select, hire and develop the right talent which is aligned to IRB?s values, mission and vision and will lead us on a path to success. A skilled workforce delivers more effectively, leading their own growth as well as the growth of the organisation. We provide trainings to our employees such as induction training, on-the-job training, skill-upgradation and behavioural trainings. We also conduct various awareness programs on socially relevant topics such as Anti-discrimination, Human Rights, POSH to ingrain IRB?s values in the employees and make them aware about their rights and duties. We have various employee engagement activities to ensure that the employees feel engaged at work and to strengthen the mental and emotional connect that they feel towards their work, work environment and organisation. Our human resources? focus is on hiring the best talent, improving efficiencies with optimized cost. We continue to hire people with the right competencies to ensure efficient, timely and high quality execution of our projects.

CORPORATE SOCIAL RESPONSIBILITY

At IRB, we believe it is important to ensure the development of the society that we operate in. Having a good education, health and fitness are the pioneers of a developed and progressive society. Thus, IRB focusses on these pioneers to ensure the development of society. We have taken the following initiatives for the development of our community -

IRB Schools

The best way to increase awareness of the society is by educating them. The Social Initiative of IRB Group provides free quality education with an all-round development to the children of economically deprived sections of the society, in the rural areas where our road and other infrastructure facilities are supporting Nation building.

We have two IRB Schools from Pre-primary to Class 8th at Tonk, Rajasthan and at Pathankot, Punjab, with a capacity of 315 students each, for providing free and quality education. We give preference to the girl child in IRB Schools.

The progress and achievements of IRB Schools in the financial year 2022-23 are briefly highlighted below: -

IRB School, Tonk, Rajasthan (from 2011).

- Average enrolment for the current financial year is 309 out of the total capacity of 315 with 162 girls and 147 boys. The average annual attendance of students is 90%.

-The State Board Exams for Classes 5th and 8th have been very satisfactory with a 100% passing rate.

- IRB School Girls? sports team won the Tonk District Sports Athletics Championship in Under-14 age group from amongst more than 65 private as well as Govt Schools who participated.

- 72 children participated in a 3 KM Fit India Run event sponsored by Ministry of Youth Affairs & Sports, Delhi and the School was awarded a certificate of recognition.

- With regular plantation drives in the School campus, the area which was once dry arid and without a single grass or a bush now has more than 450 trees with 250 trees of more than 30 feet height.

- Seven villages including four large ones are the feeder villages to our School.

IRB School Pathankot, Punjab (from 2017).

- Average enrolment for the current financial year is 307 out of the total capacity of 315 with 180 girls and 1 27 boys. The average attendance annual attendance of students is 90%.

- The State Board Exams Results for Classes 5th & 8th have been good with a 100% passing rate and more than 80% students getting an A+ grade.

- Judo and Karate classes have commenced at the School. Financial Benefit to students? family

A child studying in our School, from Pre-primary to Class 8th, for nine years, helps their family in saving the cost of education had the child studied in a similar standard private school.

Social Events

Both Schools celebrate various events like Republic Day, Independence Day, Yoga Day, Environment Day, Constitution Day, Gandhi Jayanti, Maharana Pratap Jayanti, besides other state specific events.

Environmental Initiatives

All activities pertaining to nature, water conservation, pollution, road safety, banning plastics etc. percolate through the students to their villages and thus this is the indirect impact our Schools

are having on 62 villages. Periodic visits by our teachers to the villages and community interaction also helps in keeping the parents aware of their child?s progress.

Procured solar invertors at both schools for running the computer labs and having uninterrupted classes.

Other Initiatives

- We promote educational and cultural activities in several engineering and educational institutions

- Other than contributing in the field of education, we also have supported the following initiatives -

• Participated in the TATA Mumbai Marathon 2023 to support Women Empowerment in association with Population First (Laadli)

• We promote sports and fitness by providing financial support to sports activities, sportsmen and artists

• Support Healthcare promotion of Rural Healthcare facilities by providing state-of-the-art mobile diagnostic centre for cancer screening, mammography, and vision restoration in the rural areas of Thane, Maharashtra

The Annual Report on CSR activities is annexed herewith as "Annexure I".

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 J".

Particulars of employee remuneration as required under Section 197 (12) of the 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 provisions of the first 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 K".

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 Rs 109.47 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.

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, Maharashtra State Road Development Corporation Limited, Maharashtra Industrial Development Corporation, Public Works Dept., HMDA, various State Governments, Central Government fortheir 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 fortheir enormous personal efforts as well as collective contribution to the Company?s growth.

For and on behalf of the Board of Directors
Virendra D. Mhaiskar Chairman & Managing Director
Registered Office: Off No. 11th Floor/1101 Hiranandani Knowledge Park, Place: Mumbai Technology Street, Hill Side Avenue, Date: August 30, 2023 Powai, Mumbai - 400076