IRB Infrastructure Developers Ltd Directors Report.

Boards Report

Dear Stakeholders,

Your Directors have pleasure in presenting their 20th report on the business and operations, along with the audited financial statements of your Company, for the year ended March 31, 2018.

(Amount in Rs. Millions)

Consolidated

Standalone

Particulars Year ended March 31, 2018 Year ended March 31, 2017 Year ended March 31, 2018 Year ended March 31, 2017
Total Income 58,627.67 59,691.08 33,254.18 36,359.49
Total Expenditure 45,254.47 49,851.65 28,095.57 33,440.17
Profit before exceptional items and tax 13,373.20 9,839.43 5,158.61 2,919.32
Add: Exceptional item 1,266.90 - - -
Profit before tax 14,640.10 9,839.43 5,158.61 2,919.32
Less: Provision for tax
Current tax 5,711.92 3,672.74 722.48 887.00
Deferred tax (268.40) (987.52) (4.91) (0.07)
Profit after tax before Non-controlling interests 9,196.58 7,154.21 4,441.04 2,032.39
Less: Non-controlling interests - (0.53) 0.00 0.00
Profit after tax and after Non-controlling interests 9,196.58 7,154.74 4,441.04 2,032.39
Add: Profit at the beginning of the year 31,910.95 27,557.90 6,735.84 5,405.82
Profit available for appropriation 41,107.53 34,712.64 11,176.88 7,438.21
Appropriations:
Interim Dividend/Proposed Interim Dividend (2,811.60) (702.90) (2,811.60) (702.90)
Tax on equity dividend (572.38) (143.09) 0.00 0.00
Other comprehensive income/(loss) for the period (1,588.24) (9.82) (1,589.38) 0.53
Acquisition of Non-controlling interests 0.00 (1,945.88) 0.00 0.00
Balance Carried Forward to Balance Sheet 36,135.31 31,910.95 6,775.90 6,735.84

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, your Group earned total income of 58,627.67 Millions as against the total income of 59,691.08 Millions in previous year. Construction revenue grew from 34,947.80 Millions for March 31, 2017 to 38,643.99 Millions for year ended March 31, 2018. Toll revenues for March 31, 2018 had declined to 18,297.00 Millions from 23,511.56 Millions for March 31, 2017, due to transfer of 7 assets to IRB InvIT Fund. Net profit before exceptional items and tax is 13,373.20 Millions against 9,839.43 Millions for the previous financial year. Net profit before tax after exceptional items is 14,640.10 Millions against 9,839.43 Millions for the previous financial year. Net profit after tax and minority interest for the year ended March 31, 2018 stood at 9,196.58 Millions as against 7,154.74 Millions for the previous year.

On the basis of Standalone Financials

During the year, your Company earned total income of 33,254.18 Millions for the year ended March 31, 2018. Net profit before tax stood at 5,158.61 Millions. Net profit after tax for the year ended March 31, 2018 stood at 4,441.04 Millions, as against 2,032.39 Millions 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

In line with its dividend policy, your Company declared Interim dividends aggregating to 50%, i.e. 5/- per Equity Share of face value of 10/- each for the financial year 2017-18. The Board has not recommended any final dividend for the financial year 2017-18.

CREDIT RATING OF COMPANY & SUBSIDIARIES India Ratings and Research Private Limited has upgraded/ assigned /affirmed:

• IND A+ to the Company with a Stable Outlook. IND A+ [IND A+ / Stable /IND A1+] to term loans of 21,066.00 Millions; [IND A+ / Stable /IND A1+] to the Companys non-fund based limits aggregating 11,000.00 Millions.

• IND BBB to the long-term senior project rupee loans of 29,784.80 Millions, and USD 29.65 Million External Commercial Borrowing of IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. with Stable Outlook.

• IND A + (SO) to long-term senior project loans of 1,959.70 Millions of IRB Kolhapur Integrated Road Development Company Pvt. Ltd. with Stable Outlook.

• IND BBB - to senior project bank loan of 17,560 Millions (including an interchangeable 8,500 Millions Letter of Credit as sub-limit of the facility) of Yedeshi Aurangabad Tollway Pvt. Ltd. with Stable Outlook.

• IND A+(SO) to senior project bank loan of 14,000 Millions (including an interchangeable 9,500 Millions Letter of Credit as sub-limit of the facility) of Kaithal Tollway Pvt. Ltd. with Stable Outlook.

• IND BBB - to senior project bank loan of 14,609.00 Millions of Udaipur Tollway Pvt. Ltd. with Stable Outlook.

Credit Analysis & Research Ltd. has upgraded/assigned/affirmed/:

• CARE A+(SO);Stable [A Plus (Structured Obligation); Outlook: Stable], to long-term facilities of 7,572.7 Millions, CARE A+(SO); Stable/CARE A1+(SO) [A Plus (Structured Obligation); Outlook: Stable/ A One Plus (Structured Obligation)], to short-term bank facilities of 5,500.00 Millions and CARE A; Stable [Single A; Outlook: Stable], to long-term facilities of 429 Millions, of Modern Road Makers Pvt. Ltd.

• CARE BBB (SO); [Triple B (Structured Obligation); Outlook Stable], to long-term bank facilities of 14,060 Millions of IRB Westcoast Tollway Pvt. Ltd.

• CARE BBB+(SO); [Triple B Plus (Structured Obligation); Outlook: Stable] to long-term bank facilities of 9,100 Millions of Solapur Yedeshi Tollway Pvt. Ltd.

• CARE BBB+(SO); Stable; [Triple B Plus (Structured Obligation)]; Outlook Stable], to long-term bank facilities of 16,500 Millions of AE Tollway Pvt. Ltd.

• CARE BBB-; Stable [Triple B Minus; Outlook: Stable] to long-term bank facilities of 733.6 Millions of Thane Ghodbunder Toll Road Pvt. Ltd.

• CARE A+(SO); Stable [A Plus (Structured Obligation); Outlook: Stable] to long-term bank facilities of 14,000 Millions of CG Tollway Private Limited.

• CARE A+(SO); Stable [A Plus (Structured Obligation); Outlook: Stable] to long-term bank facilities of 10,200 Millions of Kishangarh Gulabpura Tollway Private Limited.

BORROWINGS

As on March 31, 2018, your Companys (Standalone) fund based facilities availed stood at 22,464.49 Millions and non-fund based credit facilities availed stood at 9,151.39 Millions.

PROJECTS UNDER IMPLEMENTATION

IRB PS Highway Private Limited (Formerly known as

MRM Highways Private Limited)

This SPV of the Company is implementing project of Four Laning of Poondiankuppam to Sattanathapuram (Design Ch. Km. 67.000 to Km 123+800) section of NH-45A on Hybrid Annuity Model under NHDP Phase IV in the state of Tamil Nadu. The estimated Project Cost is approximately 21,690 Millions having a concession period of 15 years over and above construction period of 730 days. First year O & M cost is 10.8 Millions. Subsequently, the Concession Agreement has been signed for the Project with NHAI in May, 2018.

IRB PP Project Private Limited (Formerly knows as Zozila Tunnel Project Private Limited)

This SPV of the Company is implementing project of Four Laning of Puducherry - Poondiyankuppam Section of NH-45A (New NH-32) from Km 29.000 to Km 67.000 (design chainage) on Hybrid Annuity Model under NHDP Phase IV in the state of Tamil Nadu. The estimated Project Cost is approximately 12,960 Millions having a concession period of 15 years over and above construction period of 730 days. First year O & M cost is 20.7 Millions. Subsequently, the Concession Agreement has been signed for the Project with NHAI in May, 2018.

VK1 Expressway Private Limited

This SPV was formed to implement Padra to Vadodara Section of Vadodara Mumbai Expressway Section, which involves project of Eight lane Vadodara Kim Expressway from Km 355.00 to Km 378.740 (Padra to Vadodara Section of Vadodara Mumbai Expressway) in the State of Gujarat under NHDP Phase - VI on Hybrid Annuity Mode (Phase IA-Package I). The estimated Project Cost is approximately 20,430 Millions having a concession period of 15 years over and above construction period of 730 days. First year O & M cost is 27.0 Millions. Subsequently, the Concession Agreement has been signed for the Project with NHAI in May, 2018.

IRB Hapur Moradabad Tollway Private Limited

This SPV was formed to implement Hapur bypass to Moradabad Section, which involves project of Six laning of Hapur bypass to Moradabad section including Hapur bypass from Km 50.000 (Design Ch. Km 50.000) to Km 148.277 (Design Ch. Km 149.867)

of NH 24 (New NH-9) in the State of Uttar Pradesh on DBFOT basis under NHDP Phase V Project. The estimated Project Cost is approximately 34,210 Millions having a concession period of 22 years including construction period of 910 days. This SPV has agreed to pay a premium of 315 Millions to NHAI to be payable from 4th year from the appointed date in terms of the Concession Agreement. Subsequently, the Concession Agreement has been signed for the Project with NHAI in May, 2018.

Kishangarh Gulabpura Tollway Pvt. Ltd.

The projects construction work is progressing well and it is expected to be completed within schedule time. This SPV has achieved financial closure in February, 2018 by tying up debt of 10,200 Millions from the consortium of banks/financial Institution. This SPV has received Appointed Date from the Competent Authority and accordingly has commenced toll collection and construction on the Project in February, 2018.

During the year under review, this SPV has not availed any loan out of the total project loan. As on March 31, 2018, this SPVs authorised share capital was 1,100 Millions and paid up share capital was 391.9 Millions.

CG Tollway Pvt. Ltd.

The projects construction work is progressing well and it is expected to be completed within schedule time. This SPV has achieved financial closure in October, 2017 by tying up debt of 14,000 Millions from the consortium of banks/financial Institution. This SPV has received Appointed Date from the Competent Authority and accordingly has commenced toll collection and construction on the Project in November, 2017.

During the year under review, this SPV has availed a loan of 2,267.25 Millions out of the total project loan. As on March 31, 2018, this SPVs authorised share capital was 1,450 Millions and paid up share capital was 1,424.50 Millions.

Udaipur Tollway Pvt. Ltd.

The projects construction work is progressing well and it is expected to be completed within schedule time. This SPV has achieved financial closure in July, 2017 by tying up debt of 14,609 Millions from the consortium of banks/financial Institution. This SPV has received Appointed Date from the Competent Authority and accordingly has commenced toll collection and construction on the Project in September, 2017.

During the year under review, this SPV has availed a loan of 3,733.91 Millions out of the total project loan. As on March 31, 2018, this SPVs authorised share capital was 600 Millions and paid up share capital was 596.18 Millions.

AE Tollway Pvt. Ltd.

The projects construction work is in progress. During the year

under review, this SPV has availed a loan of 4,331.99 Millions out of the total project loan. As on March 31, 2018, this SPVs authorised share capital was 2,230 Millions and paid up share capital was 2,226.20 Millions.

Yedeshi Aurangabad Tollway Pvt. Ltd.

The projects construction work is progressing and it is expected to be completed within schedule time. During the year under review, this SPV has availed a loan of 1,877.37 Millions out of the total project loan. As on March 31, 2018, this SPVs authorised share capital was 2,160 Millions and paid up share capital was 2,157.57 Millions.

IRB Westcoast Tollway Pvt. Ltd.

The projects construction work is in progress and it is expected to be completed with delay caused due to delay in approvals from the Government. As on March 31, 2018, this SPVs authorised and paid up share capital was 1,741.94 Millions.

Solapur Yedeshi Tollway Pvt. Ltd.

The projects construction work is progressing and it is expected to be completed within schedule time. This SPV has received a Provisional Certificate from the Competent Authority and accordingly has started partial toll collection on the Project in March, 2018.

As on March 31, 2018, this SPVs authorised and paid up share capital was 982.50 Millions.

Kaithal Tollway Pvt. Ltd.

The projects construction work is progressing and it is expected to be completed within schedule time. This SPV has received a Provisional Certificate from the Competent Authority and accordingly has started partial toll collection on the Project in September, 2017, four months ahead of the scheduled commercial operation date.

During the year under review, this SPV has availed a loan of 984.52 Millions out of the total project loan. As on March 31, 2018, this SPVs authorised and paid up share capital was 3,280 Millions.

PROJECTS RELATED UPDATES

IRB Pathankot Amritsar Toll Road Limited

The Company had transferred IRB Pathankot Amritsar Toll Road Limited to the IRB InvIT Fund (the Trust), at an Enterprise Value of 15,693.3 Millions, arrived at pursuant to negotiations and the valuation and due diligence exercise conducted by and on behalf of the Investment Manager of the Trust in September, 2017.

During the year under review, your Company has incorporated two subsidiary companies viz. VK1 Expressway Private Limited and IRB Hapur Moradabad Tollway Private Limited.

Further, for execution of two hybrid annuity projects, two subsidiaries of the Company i.e. MRM Highways Private Limited and Zozila Tunnel Project Private Limited have change its object and name to IRB PS Highway Private Limited and IRB PP Project Private Limited respectively.

The Company has subscribed 74% shares in share capital of IRB PS Highway Private Limited (Formerly known as MRM Highways Private Limited), indirect subsidiary of the Company and accordingly it becomes direct subsidiary of the Company with effect from April 19, 2018.

The list of subsidiary companies is provided in "Annexure A".

Your Company has 7 projects under operations and maintenance. Your Company has in-house expertise in handling the operation and maintenance of BOT road Projects. The SPVs routinely carries out maintenance of toll roads, including periodic and major maintenance.

Additionally, Modern Road Makers Pvt. Ltd. (MRM) - subsidiary of your Company, also act as Project Manager of the Trust and obligated for Operation and Maintenance of 7 Project SPVs of the Trust.

During the year, your Companys operational projects have witnessed traffic growth in line with overall economic activities in the country.

There has been no change in the nature of business of the subsidiaries, during the year under review. 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, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.irb.co.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Companys registered office.

SHIFTING OF REGISTERED OFFICE

During the financial year, your Board of Directors has approved shifting of the Registered Office of the Company to "Wing - A, 2nd Floor, Office No. 201, Universal Business Park, Chandivali Farm Road, Off Saki Vihar Road, Andheri (E), Mumbai 400 072", with effect from July 1, 2017, which is within the local limits of Mumbai city.

Further, to accommodate all departments at one place which will result into operative and administrative convenience and saving

in operating cost of the Company and its subsidiary companies, the Board of Directors vide circular resolution dated March 30, 2018 has approved shifting of the Registered Office of the Company to "Office No. - 11th Floor / 1101, Hiranandani Knowledge Park, Technology Street, Hill Side Avenue, Opp. Hiranandani Hospital, Powai, Mumbai - 400 076" with effect from April 1, 2018, which is within the local limits of Mumbai city.

DIRECTORS

Mrs. Deepali Virendra Mhaiskar (holding 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. Your Directors recommends her re-appointment.

On May 3, 2018, pursuant to recommendation of Nomination & Remuneration Committee of the Board, Mr. Sudhir Rao Hoshing (holding DIN: 02460530), Joint Managing Director of the Company was re-appointed as Joint Managing Director of the Company, subject to approval of shareholders, for a period of

5 years with effect from May 29, 2018. Appropriate resolution seeking your approval for the same has already been included in the Notice of the Annual General Meeting.

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

Pursuant to the provisions of the 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 of the working of its Audit, Nomination

6 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 of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The criteria for appointment ofBoard 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.

The Board of Directors at its meeting held on May 3, 2018 reconstituted Nomination and Remuneration Committee of the Board.

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 laid out. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitors and evaluates 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 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 comprehensive 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 Section 22 of 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 established/formed a vigil mechanism to deal with genuine concerns of the employees and Directors. All employees and Directors are made aware of the mechanism. The Company has established a system to ensure effective functioning of the mechanism.

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 complies with all applicable secretarial standards.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure D".

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 dividends for financial years upto 2009-10 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. B S R & Co. LLP (Firm Registration No. 101248W/W- 100022), Chartered Accountants, Statutory Auditors of the Company, were appointed as Statutory Auditors of the Company till the conclusion of the Twenty Fourth Annual General Meeting as per the provisions of Section 139 of the Companies Act, 2013.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

M/s. Gokhale & Sathe (Firm Registration No. 103264W), Chartered Accountants, Joint Statutory Auditors of the Company, were appointed as Joint Statutory Auditors of the Company till the conclusion of the Twenty Second Annual General Meeting as per the provisions of Section 139 of the Companies Act, 2013.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Necessary resolution to consider above ratification is included in the Notice of the 20th Annual General Meeting.

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 2017-18 on a remuneration of 1,00,000/- per annum. 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 Members 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. Makarand M. Joshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for financial year 2017-18. The Report of the Secretarial Audit Report for financial year 2017-18 is annexed herewith as "Annexure E".

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.

All Related Party Transactions are placed before the Audit Committee and also the Board, as the case may be, for approval.

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".

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys 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 mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

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, 2018, 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 judgement 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, 2018 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

Human resources are one of the key resources which company deploys for its business activities. In it reside the combined knowledge, skills and motivation of people which differentiate us from our competitors. They are the drivers and contributors to the growth of the groups business. Over 5,900 skilled and dedicated employees help the Group to execute, maintain and operate world-class projects.

Respect for individual, open work culture, effective communication, fair and equitable treatment and welfare of employees are significant employee value propositions, which help the Group to retain a pool of large number of highly engaged professionals and generate high level of trust amongst its employees.

Not only the human values, the Company also places a great emphasis on employee development. During the last year, over 1,800 employees attended a total of 15,000 hours of training on leadership, team building, stress management and customer handling. A number of other activities like free medical health check up camps, financial literacy sessions also kept employees motivated and engaged. This focus and attention on employee welfare and wellbeing have been appreciated. Your group was awarded as "Dream Companies to work for in Infrastructure Sector" and "Dream Companies to Work for in India - 50th rank" by Times Ascent in 2018, an improvement of our earlier achieving the rank 57 in 2017. No wonder that your Company continues to attract and retain best employees and remains employer of choice in the infrastructure sector.

CORPORATE SOCIAL RESPONSIBILITY

IRB Group believes in making meaningful and lasting contribution to the societies in which it operates. Being engaged in the development of infrastructure facilities, we clearly realise that the foundations are the bedrock upon which all the future progress will be made. Hence, the Group values and ardently promotes activities, which contribute in building strong foundations of the society in which we operate. Under the guidance of the Board, the Group Companies has formulated CSR Policy, which enables them to take up initiatives in various activities like providing education & healthcare, promoting gender equality, measures for the welfare of the armed forces etc.

Towards its commitment to help the underprivileged sections of the society, Group has focused on one area for its attention

and that is Right to Education. We have established and are successfully running two model IRB Primary Schools for the children where 490 students are currently studying. First school in Village Maalion Ka Jhopra in Tonk district in Rajasthan, has 315 students studying from pre primary to Class VIII., the second school in Jakror Village, Pathankot has 175 students.

We in IRB realise the impact the education has on a societys overall growth and wellbeing, health and employment. For the better future of a society, there is no better way to contribute than to focus on educating the girl child. IRB Schools have deliberately been ensuring that there will always be more girl students than boy students, studying in school run by it. Therefore, we have more than 100 and 162 girl students in our Schools at Pathankot and at Tonk, in Rajasthan respectively.

What is remarkable about these schools is that these are creating a new trail in encouraging girl children of the area in taking up education even in traditional and backward rural societal segments of Rajasthan and Punjab. These schools provide well constructed modern permanent school buildings having ventilated and well lighted class rooms, clean and filtered drinking water, and hygienic sanitation and lavatory facilities. Strict screening of the school staff and CCTV monitoring stringent control of visitors to the schools are some of the factors, which inspire confidence in parents of children to trust IRB Schools to provide a safe and nurturing environment where children study.

Quality of education with use of modern teaching techniques and ideal teacher student ratio of 1:27 is reflected in results of the Board Exams. Of the 26 students of second batch of Class VIII students to pass out from IRB School, Tonk, Rajasthan 15 passed out with A+ grade, 9 with a grade and only one Child with B grade. One special child also passed with C grade.

As the operations and teaching functions stabilise in Jakror Village School, Pathankot, we are now initiating preliminary acquisition activities for our third school in Maharashtra. An endowment fund created with one of the leading Educational Trust to provide merit cum means scholarships to deserving students is also functional since last few years.

The Group continues to financially support and foster brilliant and promising sports persons and artists. The Group support many Engineering and Educational institutes for promoting their Educational and Cultural activities by financial support. In addition extending support to many NGOs engaged in Swachh Bharat Mission.

CSR Policy adopted by the Board is available on the website of the Company www.irb.co.in.

The IRB Group in aggregate has spent 16.49 Millions towards CSR activities during F.Y. 2017-18.

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) 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 at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary at the registered office of the Company.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Business Responsibility 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 expenditure during the year was 1.51 Millions.

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, Maharashtra State Road Development Corporation Ltd., 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, BSE Ltd., National Stock Exchange of India Ltd., 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. 11th Floor/1101
Hiranandani Knowledge Park,
Technology Street, Hill Side Avenue,
Place: Mumbai Powai, Mumbai - 400076
Date: July 25, 2018