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

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 ' 67,033.14 million as against the total income of ' 63,554.47 million in previous year. Contract revenue increased from ' 39,304.91 million for March 31, 2022 to ' 42,717.65 million for year ended March 31, 2023. Toll revenues for March 31, 2023 had increased to ' 20,432.67 million from ' 17,493.05 million for March 31,2022. Net profit before share of profit / (loss) from joint venture / exceptional items and tax stood at ' 11,839.60 million against ' 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 ' 10,769.51 million against ' 5,496.32 million for the previous financial year. Profit for the year ended March 31, 2023 stood at ' 7,200.11 million as against ' 3,613.97 million for the previous year.

On the basis of Standalone Financials

During the year, your Company earned total income of ' 45,633.14 million for the year ended March 31, 2023. Profit before tax stood at ' 4,592.88 million. Profit for the year ended March 31,2023 stood at ' 3,722.65 million, as against ' 3,197.93 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 of ' 1.25/- per equity share of face value of ' 10/- each (@12.5% of face value of share) on August 5, 2022 and Second interim dividend of ' 0.075/- per share of face value of ' 1/- each (@7.5% of face value of share) on May 19, 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 ' 12,000 million and IND AA-/Stable to the NCDs of ' 2,000 million. Further India Rating has assigned its long-term rating of ‘IND AA-/Stable’ to the Term Loan of ' 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 ' 12,000 million.

• Acuite Ratings & Research Limited has reaffirmed its ‘ACUITE AA-/Stable’ rating to the NCDs of ' 3,500 million. Further Acuite has reaffirmed its long term rating of ‘Provisional ACUITE AA-/ Stable to the ' 1500 million Non-Convertible Debentures and short term rating of ACUITE A1 on the ' 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 ' 35,472.27 million and non-fund based credit facilities availed stood at ' 6,185.75 million.

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 ' 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 of ten 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. I mplementation 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. I mplementation 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.

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 24^th 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

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 & 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 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

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) t hat 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 127 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

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 for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, SEBI, BSE Limited, National Stock Exchange of India Limited. Depositories, Regulators, Financial Institutions and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support. The Company also looks forward to their support in future. Also, your Directors convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the Company’s growth.

For and on behalf of the Board of Directors

Virendra D. Mhaiskar

Chairman & Managing Director

Registered Office: Off No. 11th Floor/1101 Hiranandani Knowledge Park, Place: Mumbai Technology Street, Hill Side Avenue,

Date: August 30, 2023 Powai, Mumbai - 400076