The Board of Directors of your Company are pleased to present the 50^th Annual Report of your Company for the
financial year ended March 31, 2026. This report provides a comprehensive overview of the Company's performance,
including a summary of financial results and key highlights concerning the financial performance for the period ended
March 31, 2026.

FINANCIAL RESULTS

* Includes proposed final dividend [subject to the approval of shareholders at the ensuing Annual General Meeting
(AGM)].

FINANCIAL HIGHLIGHTS

The Company has recorded a total income of ?8,978.58
Crore during FY 2025-26 (Previous Year ?10,677.45 Crore).
The operating turnover stood at ?8,478.86 Crore in FY
2025-26 compared to ?10,193.14 Crore in the previous
year. This change is mainly because of the successful
completion of some of the major projects and stagnation
in the order book during the current financial year. The
company is actively working to secure more projects and
grow its order book.

Profit Before Tax (PBT) stood at ?797.85 Crore (?917.81
Crore in FY 2024-25), and Profit After Tax (PAT) at ?618.45
Crore (?737.59 Crore in FY 2024-25), reflecting the impact
of reduced turnover and overall reduction in margins.

The Company's Net Worth stands at ?6,630.39 Crore in FY
2025-26 showing an increase from ?6,237.43 Crore in FY
2024-25. The Earnings Per Share (EPS) for the year ended
March 31, 2026, is ?6.58 per equity share (face value ?2),
compared to ?7.84 in the previous year.

DIVIDEND

The Company has a consistent track record of paying
dividends since its inception. In FY 2025-26, the Board
of Directors declared and disbursed an interim dividend
of ?1.20 per equity share of a face value of ?2/- per
share. This amounted to approximately ?112.86 Crore,
(calculated at 60% of the paid-up share capital of ?188.10
Crore). The interim dividend was declared based on the
Company's unaudited financial results for the quarter
ended December 2025.

As per Guidelines on Capital Restructuring of Central
Public Sector Enterprises, issued by Department of
Investment and Public Assets Management dated 18^th
November 2024, the Company has sought exemption of
payment of lower Dividend for the FY 2025-26 from the
Committee for Monitoring of Capital management and
Dividend by CPSEs (CMCDC) through Ministry of Railways,
considering the necessary Capex and investment in

Subsidiary and Joint Venture Companies. Based on the
request of the Company for lower dividend payout,
CMCDC at its meeting held on 23^rd January 2026 agreed
that IRCON shall pay a dividend of ?177 Crore for the FY
2025-26.

Accordingly, the Board has recommended a final dividend
of ?0.70 per equity share on the face value of ?2/- each,
aggregating to ?65.84 Crore (35% of the paid-up share
capital of ?188.10 Crore). This final dividend is subject
to approval from the shareholders at the ensuing AGM
and is based on the Company's profits for FY 2025-26.
Considering the same, the total dividend for FY 2025-26
would amount to approximately ?178.70 Crore (?1.90 per
share). This represents 28.89% of the post- tax profits for
FY 2025-26 and 2.70% of the net worth of the Company
as of March 31, 2026. Upon approval and payment of the
proposed final dividend, the cumulative dividend paid to
shareholders until FY 2025-26 shall stand at approximately
?3,376.12 Crore.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (LODR
Regulations) and the guidelines on Capital Restructuring
of Central Public Sector Enterprises issued by the DIPAM,
the Board of Directors of the Company has formulated
and adopted the Dividend Distribution Policy. The
Policy is hosted on the website of the Company, i.e.
www.ircon.org under the head Codes and Policies in the
Investor Relations section.

SHARE CAPITAL

As on March 31, 2026, the paid-up equity share capital
of the Company stood at ?188.10 Crore comprising of
94,05,15,740 equity shares of face value of ?2/- each. The
shareholding of the Promoter of the Company i.e. the
President of India stood at 65.17% of the total paid- up
equity share capital of the Company, as on March 31, 2026.
IRCON is compliant on the Minimum Public Shareholding
(MPS) requirements specified in Rule 19(2) and Rule 19A of
the Securities Contracts (Regulation) Rules, 1957.

Pursuant to the amendment in LODR Regulations, IRCON
is amongst the top 500 listed companies based on the
average market capitalization as on 31^st December, 2025.
As on 31^st December, 2025, the market capitalization of
your Company stood at ?16,191.14 Crore.

DEMATERIALISATION OF SHARES

As on March 31, 2026, all the shares (except 1074 shares
in physical form) are held in dematerialised form and the
details of the dematerialisation of shares are provided in
the Corporate Governance Report.

TRANSFER TO RETAINED EARNINGS

Out of profit of ?618.45 crore for the financial year
ended March 31, 2026, the transfer to retained earnings
was ?411.54 Crore, after considering primarily the total
dividend of ?206.91 Crore (including ?94.05 Crore-Final
Dividend for FY 2024-25 & ?112.86 Crore- Interim Dividend
for FY 2025-26) paid during the year. Subsequently
proposed final dividend by the Company for FY 2025-26
is ?65.84 Crore.

CAPEX AND LIQUIDITY

During the year, the Company on a standalone basis
spent a sum of ?423.74 Crore on capital projects
across domestic and foreign projects; which includes
?2.51 Crore towards construction of a building;
?51.20 Crore for acquiring Plant & Machinery;
?13.79 Crore for acquiring other assets (i.e. computer,
furniture, software and others); and ?356.24 Crore
towards investments in SPVs.

The Company's liquidity position stood at ?4,166.59 Crore
as on March 31, 2026, comprising of ?2,020.36 Crore in
cash and cash equivalent and ?2,146.23 Crore in other
bank balances. Out of ?4,166.59 Crore, client/ project
funds amount to ?3,201.77 Crore.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During FY 2025-26, the Company has earned a foreign
exchange of ?1,006.92 Crore as compared to ?831.06
Crore in FY 2024-25. The foreign exchange outgo stood
at ?788.69 Crore during FY 2025-26 as compared to
?660.42 Crore during FY 2024-25. Thus, the net foreign
exchange earnings amount to ?218.23 Crore in FY 2025¬
26. The Company has earned a foreign exchange of
?21,542 Crore cumulatively till date.

IRCON GROUP PERFORMANCE

During the year, IRCON and its subsidiaries (the
Group) recorded a total consolidated turnover of
?9,501.97 Crore (m,131.03 Crore in FY 2024-25), and an
operating turnover of ?9,071.05 Crore (?10,759.58 Crore
in FY 2024- 25). The Group has recorded profit before
tax of ?766.50 Crore in FY 2025-26 (?939.02 Crore in FY
2024-25), and profit after tax of ?591.92 Crore in FY 2025¬
26 (?727.83 Crore in FY 2024-25).

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION

There are no material changes or commitments affecting
the financial position of the Company after the close of
the financial year up to the date of the report.

FINANCIAL STATEMENTS (STANDALONE AND CONSOLIDATED)

The Board of Directors of the Company at its meeting held
on May 22, 2026 has approved the Financial Statements
for FY 2025-26 (Standalone and Consolidated).

In accordance with the provisions of Section 129(3) of
the Companies Act, 2013, the Company has prepared
its Consolidated Financial Statements a) as per line-by¬
line method for its wholly-owned subsidiaries viz. Ircon
Infrastructure & Services Limited (IrconISL), Ircon PB
Tollway Limited (IrconPBTL), Ircon Shivpuri Guna Tollway
Limited (IrconSGTL), Ircon Davanagere Haveri Highway
Limited (IrconDHHL), Ircon Vadodara Kim Expressway
Limited (IrconVKEL), Ircon Gurgaon Rewari Highway
Limited (IrconGRHL), Ircon Akloli-Shirsad Expressway
Limited (IrconASEL), Ircon Ludhiana Rupnagar Highway
Limited (IrconLRHL), Ircon BhojMorbe Expressway
Limited (IrconBMEL), & Ircon Haridwar Bypass Limited
(IrconHBL) and subsidiary company viz. Ircon Renewable
Power Limited (IRPL); and b) as per equity method,
for seven joint venture companies viz. Ircon-Soma
Tollway Private Limited (ISTPL), Indian Railway Stations

Development Corporation Limited (IRSDC) [not on a
going concern basis], Chhattisgarh East Railway Limited
(CERL), Chhattisgarh East-West Railway Limited (CEWRL),
Jharkhand Central Railway Limited (JCRL), Mahanadi Coal
Railway Limited (MCRL) & Bastar Railway Private Limited
(BRPL). The accounts of unincorporated joint ventures
have been included in the standalone financial statements
for the FY 2025-26.

The Audited Financial Statements (standalone and
consolidated) of the Company for the FY 2025-26 and
financial statements of its eleven subsidiaries (IrconISL,
IrconPBTL, IrconSGTL, IrconDHHL, IrconVKEL, IrconGRHL,
IrconASEL, IrconLRHL, IrconBMEL, IrconHBL & IRPL) will
be available at its website (www.ircon.org).

Further, a statement containing the salient features of
the financial statements of eleven subsidiaries and seven
joint venture companies in Form AOC-1 is attached to the
Financial Statements.

COMPANIES, JOINT VENTURE COMPANIES AND ASSOCIATE
COMPANIES

A brief background on the eleven subsidiary companies
and seven joint ventures companies of IRCON along with
their financials and performance is given at Appendix-B.

During the FY 2025-26, no company has become or
ceased to be subsidiary or joint venture of the Company.

In terms of the Company's Policy on the determining the
“Material Subsidiary" and provisions of LODR Regulations,
for the financial year ended March 31, 2026, none of the
subsidiary company is a ‘material subsidiary' i.e. whose
turnover or net worth exceeds 10% of consolidated
turnover or net worth respectively, of IRCON and its
subsidiaries in the immediately preceding financial year

i.e. March 31, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MDA) Report,
as mandated by Regulation 34 read with Schedule-V to
the LODR Regulations and DPE Guidelines on Corporate
Governance for Central Public Sector Enterprises issued in
May 2010 (DPE Guidelines), has been included as annexure
to this report. It is hereby incorporated by reference and
serves as an integral component of this report. The MDA
Report provides a comprehensive review of various key
aspects including the global and Indian economy, industry
analysis and future outlook, Company overview, business
divisions/ units, financial and operational performance,
order book position, strengths, scope and opportunities,
key concerns, business strategies, risk management,
adequacy of internal control systems, quality, safety, health
and environment standards, significant developments in
human resources, Environmental Management System
and Renewable Energy Sector.

Further, details of Conservation of Energy, Technology
Absorption and Upgradation, Foreign Exchange Earnings
and Outgo and Corporate Social Responsibility, are
provided in the Board's Report.

MEMORANDUM OF UNDERSTANDING

In line with the Department of Public Enterprises
(DPE) guidelines, the Ministry of Railways and IRCON
International Limited (IRCON) annually sign a Memorandum
of Understanding (MoU). This MoU specifies selected

parameters and targets for the respective financial year.
The performance of IRCON is subsequently assessed at
the year's end based on the achievement of these targets.

IRCON has secured “Very Good" rating for FY 2024¬
25 from Department of Public Enterprises (DPE) based
on consolidated performance parameters laid down in
Memorandum of Understanding (MoU).

In regard FY 2025-26, DPE is yet to assess the
performance of the Company against the MoU targets set
in the MoU 2025-26. Based on self-evaluation, IRCON has
achieved followings against MoU targets set by DPE for
FY 2025-26.

*DPE will issue TRS benchmark for MoU for year 2025-26,
which is still awaited. In absence of the same, achievement
against this parameter cannot be calculated. However,
IRCON has paid interim dividend of ?112.86 Crore and
Board of Directors has recommended Final Dividend of
?65.84 Crore subject to shareholders approval in Annual
General Meeting. IRCON has declared/paid dividend of
?178.70 Crore for the FY 2025-26 against the Committee
for Monitoring of Capital Management and Dividend
(CMCDC) instruction of ?177 Crore.

During the FY 2025-26, the Import of Materials was
amounting to ?485.38 Crore against ?290.83 Crore for FY
2024-25.

EXTERNAL ENVIRONMENT
MACROECONOMIC CONDITIONS

The global economy continues to face heightened
uncertainty amid geopolitical tensions, supply chain
disruptions and volatility in commodity and financial
markets. According to the International Monetary Fund's
(IMF) World Economic Outlook (April 2026), global GDP
growth is projected at 3.1% in 2026 and 3.2% in 2027,
before being revised in the July 2026 Update to 3.0% for
2026 and 3.4% for 2027. Despite these challenges, India
is expected to remain one of the fastest-growing major
economies, with the IMF projecting GDP growth of 6.4%,
supported by resilient private consumption and robust
services sector activity.

The domestic economy continues to demonstrate
resilience, supported by strong macroeconomic
fundamentals and prudent policy measures. As per the
Reserve Bank of India (RBI), real GDP growth for FY 2026¬
27 is projected at 6.6%, while CPI inflation is expected
to moderate to 5.1% and core inflation to 4.7%. India's
foreign exchange reserves remained robust at USD 691.11
billion as on March 31, 2026, providing a strong buffer
against external shocks.

India's fiscal position continues to improve, reflecting the
Government's commitment to fiscal consolidation while
sustaining growth-oriented public investment. The Union
Budget 2026-27 targets a fiscal deficit of 4.4% of GDP,
lower than the revised estimate of 4.8% for FY 2025-26.
Continued emphasis on infrastructure creation, capital
expenditure and structural reforms, coupled with a stable
macroeconomic environment, is expected to support
long-term economic growth and strengthen investor
confidence.

INFRASTRUCTURE & CONSTRUCTION INDUSTRY -
GOVERNMENT INITIATIVES & INDUSTRY OUTLOOK

Infrastructure continues to be one of the primary drivers
of India's economic growth, improving productivity,
enhancing connectivity, strengthening logistics
efficiency and supporting inclusive development.
Recognising its multiplier effect on economic activity,
employment generation and industrial competitiveness,
the Government has consistently placed infrastructure
development at the centre of its policy agenda through
sustained public investment, structural reforms and
increasing private sector participation.

The Government is strengthening the infrastructure sector
by expanding long-term funding through innovative
structures like InvITs, REITs, NIIF, and NaBFID. Furthermore,
liberalized FDI norms, the proposed Infrastructure Risk
Guarantee Fund, the Infrastructure Finance Secretariat,
and the Second Asset Monetisation Plan (2025-30) are
projected to accelerate private investment and optimize
project financing.

Reaffirming its commitment to infrastructure-led
growth, the Union Budget 2026-27 increased the capital
investment outlay to ?12.2 lakh crore, an increase of 11.5%
over the revised estimate for FY 2025-26.

The Government continues to focus on developing an
integrated and efficient logistics ecosystem through
initiatives such as PM Gati Shakti, the National Logistics
Policy, the Unified Logistics Interface Platform (ULIP) and
the development of Multi-Modal Logistics Parks. These
initiatives aim to improve multimodal connectivity, reduce
logistics costs and enhance supply chain efficiency. India's
logistics market is projected to witness robust growth
over the coming years, supported by increasing industrial
activity, technology adoption and rising investments in
integrated transport infrastructure.

The roads and highways sector continues to play a
vital role in facilitating economic activity and regional
development. The Government has maintained its focus
on expanding the National Highways network through
programmes such as Bharatmala Pariyojana, PM Gati
Shakti and PMGSY-IV, while also developing access-
controlled expressways and Multi-Modal Logistics Parks.
The Union Budget 2026-27 provided an CAPEX allocation
of approximately ?2.94 lakh crore to the Ministry of
Road Transport and Highways, reflecting the continued
emphasis on strengthening national connectivity
and improving freight movement. Special focus on
infrastructure development in the North-Eastern region is
expected to further promote balanced regional growth
and strategic connectivity.

Indian Railways continues to undergo a significant
transformation with sustained investments in network
expansion, capacity augmentation, safety, electrification
and multimodal connectivity. The Union Budget 2026-27
allocated a record CAPEX of ?2.78 lakh crore for railway
infrastructure, supporting Dedicated Freight Corridors,
station redevelopment, signalling upgrades, high-speed
rail corridors and enhanced freight capacity. Continued
policy support for Public-Private Partnerships (PPPs) and
private investment is expected to accelerate railway
modernisation and improve operational efficiency.

Safety and sustainability remain key priorities for Indian
Railways. Rapid deployment of the indigenous KAVACH
Automatic Train Protection System, near-complete
broad-gauge electrification, expansion of renewable
energy utilisation and the Government's objective of
achieving Net Zero Carbon Emissions by 2030 for Indian
Railways are transforming the sector into a safer, greener
and more efficient transportation system. Simultaneously,
continued expansion of metro rail networks and Regional
Rapid Transit Systems (RRTS) is strengthening urban
mobility across major cities.

India's renewable energy sector continues to witness
strong momentum as the country advances towards
its clean energy transition. The Government has set
ambitious targets of achieving 500 GW of non-fossil
fuel capacity by 2030 and Net Zero emissions by 2070,
supported by large-scale investments in solar, wind,
energy storage and green hydrogen. The Union Budget
2026-27 significantly enhanced the allocation for the
Ministry of New and Renewable Energy, reinforcing the
Government's commitment to accelerating renewable
energy deployment and strengthening energy security.

The infrastructure and construction sector is
increasingly evolving from standalone projects to
integrated infrastructure platforms supported by digital
technologies, sustainable construction practices and
greater private sector participation. Growing adoption of
Building Information Modelling (BIM), smart construction
techniques and modern project management practices
is expected to improve execution efficiency, optimise
costs and enhance project quality across infrastructure
segments.

The long-term outlook for India's infrastructure and
construction sector remains highly positive. Rising
urbanisation, increasing demand for multimodal
transport infrastructure, continued Government
support, expanding private investment and a robust
project pipeline are expected to sustain strong growth
across railways, highways, metro systems, logistics
and renewable energy. These structural growth drivers

are expected to create significant opportunities for
integrated infrastructure companies.

ORDER BOOK

The order book as on March 31, 2026, stood at ?24,984.47
Crore as compared to ?20,346.65 Crore as on March 31,
2025. The company has been facing some challenge
in securing new order due to stiff competition and
margins. However, given the growth in transportation
Infrastructure Sector, we expect the order book to grow
going forward.

DOMESTIC PROJECTS

Since incorporation, the Company has diversified into
various infrastructure sectors and is now an established
player in the field of railway and highway construction.

ONGOING PROJECTS

A list of ongoing major projects in India is given at
Appendix-A.

In FY 2025-26, the focus of your Company has been
the execution, faster deliveries and meeting stringent
timelines for overall optimal contribution to the much
needed infrastructure growth. This is in line with the vision
of our Hon'ble Prime Minister and Hon'ble Minister of
Railways. During the FY 2025-26, IRCON has successfully
commissioned following domestic projects:

•    Entire scope of IRCON in Udhampur-Srinagar-
Baramulla Rail Link new line project successfully
commissioned and it is fully operational as of 7 June
2025.

•    Construction of New Railway Line from Agartala (India)
- Akhaura (Bangladesh) and Project Management
Consultancy (PMC) for Construction in Bangladesh
Portion- ?24.47 Crore.

•    Civil and Railway allied works in connection with
the construction of Private Railway Siding for
the proposed 3.0 MTPA integrated Steel Plant at
Nagarnar, near Jagadalpur, Chhattisgarh state on
item rate basis for National Mineral Development
Corporation (NMDC) Package No. 1- ?313.37 Crore.

•    PMC for Operations, Management and Development
of LGBI Airport, Guwahati- ?12.35 Crore.

Following were some of the achievements of on-going
major projects in India during FY 2025-26:

1.    In Katni Grade Separator Bypass Project 16 Km
long Katni UP Grade Separator commissioned on

12.08.2025    which is Longest in India.

2.    In Shivpur-Kathautia (SPV Coal evacuation Project)
14.4 Km long Kathautia-Duari section commissioned
on 03.03.2026.

3.    In CEWRL Project, 11.5 Km long Urga-Kusmunda

section commissioned on 30.09.2025,    23 Km

long Pendra-Bhadi NL section commissioned on

26.03.2026    and 19 km long Gevra-Katghra both
UP & DN lines commissioned on 22.03.2026 and
30.03.2026.

4.    Massive yard remodeling of Shalimar Station
commissioned on 22.11.2025 in Shalimar -

Development of coaching terminal by provision of
essential passenger amenities Project.

5.    G+5 Storey Santragachi Station building handed over
to Zonal Railway (SER) in Santragachi - Development
of circulating area, essential passenger amenities &
road connectivity with Kona expressway Project.

6.    In Rampur Dumra (RDUM)-Tal- Rajendrapul
(RJO) doubling with additional Bridge project
superstructure of Mokama Ganga Bridge & 6-lane
ROB completed.

7.    Commissioned 25.50 Rkm of Railway Electrification
in NFR.

8.    Commissioned EI/Alterations in EI at 10 stations.

9.    Commissioned 72 RKM of Integrated Tunnel
Communication Work in NFR & NR.

10.    Commissioned 46.64 Tkm of OHE (ROCS/FOCS) in
RRTS Project inaugurated by Hon'ble Prime Minister
of India in year 2026.

11.    In Chennai Metro Rail Project, 28 Km ballast less
track between Poonamallee station to Vadapalani
Station and 8 Km Ballasted track at Poonamallee yard
commissioned.

12.    Installed 355 Kavach Towers in Central Railway.

13.    185m of Cut & Cover RCC lining completed for Tunnel
Tube in Bhoj Morbe Expressway Project.

14.    121.26 lane Kms of PQC (Pavement Quality Concrete)
and 114.70 lane Kms laying of BC (Bituminous
Concrete) completed in ongoing Highway Projects.

15.    In another prestigious tunnelling project to connect
Sikkim by Railway from Sivok of West Bengal, so far
12 tunnels have been completed out of 14 Tunnels by
NATM in a very challenging geology.

INTERNATIONAL PROJECTS

In FY 2025-26, the contribution of international projects
to the total revenue amounted to ?296.24 Crore (3.49%
of the operating turnover). The previous year revenue
stood at ?339.10 Crore, which represented 3.33% of the
operating turnover.

ONGOING PROJECTS

The Company is executing the following projects in
foreign countries:

i. Algeria

The project was awarded by ANESRIF, the National
Agency for Studies and Monitoring of Railway
Investment Projects, Ministry of public works and
investments, Government of Algeria, at a value of
Algerian Dinar 1,628 Crore (equivalent to approx.
?1,003 Crore) with completion date of November
2012. The project involves the construction of the
second line and upgradation of the existing lines,
with a diversion of 10 km for the Relizane city, from
the station Oued sly to the station Yellel in Algiers-
Oran section of Algerian Railways. The value of
the contract, including additional works for the

construction of the double line, has been revised
to Algerian Dinar 3,481 Crore (equivalent to approx.
?2,482 Crore).

Installation of 217 Km of track (out of the total 219
Km) has been completed. Balance 2 km is pending
on account of hindrances to be cleared by the
client. Work on the existing line has also been
completed substantially and a total stretch of
74.8 km out of 75 km of the existing line, 6 out of
7 station buildings are completed in all respects,
and all the 10 major rail bridges in the project have
also been completed. The project is expected to be
completed by December 2026.

ii. Sri Lanka

(a) Upgradation of Railway Line from Maho Omanthai
under Indian Line of Credit - Track Rehabilitation
and ancillary works

The Project was awarded on 29^th April 2019 by Sri
Lankan Railways, under the Ministry of Transport
and Civil Aviation, Government of Sri Lanka, with
a project value of US$ 91.27 million (approximately
?637.22 Crore) through competitive bidding with a
completion period of 36 months, starting from the
receipt of the advance payment on 29^th November
2019. The project is financed by Exim Bank of
India under the Indian Line of Credit. The contract
completion date is set for 28^th November 2022.
However, the project experienced delays due to the
Covid-19 pandemic, subsequent severe economic
crises, political unrest, and protests in Sri Lanka.

The Project involves Upgradation of 128 Km BG
railway line, in a Mega Traffic block in two phases,
provided by the Sri Lanka Railways.

In the first phase, Upgradation of Anuradhapura to
Omanthai section (63.0 KM) commenced in January
2023, and was completed and commissioned in July

2023.    In the second phase, Upgradation of Maho to
Anuradhapura (65 Km) began in January, 2024, and
was completed and commissioned in September

2024.

Despite numerous challenges, including severe
economic and fuel crises in Sri Lanka, prolonged
delay in receipt of contractual payments and
unusual rainfall, IRCON successfully completed
and commissioned the railway line from Maho
to Omanthai within the allotted traffic blocks,
maintaining exceptional quality and safety
standards.

The upgradation will provide a safer, more
comfortable, and reliable journey. The upgraded
track will contribute to the modernization of Sri
Lanka Railways, reduce travel time, boost tourism,
and strengthen Indo-Sri Lankan relations.

The Maho-Omanthai Railway Line was ceremonially
inaugurated on 6^th April 2025 by Hon'ble Prime
Minister of India Shri Narendra Modi, and His
Excellency Shri Anura Kumara Dissanayake, President
of the Democratic Socialist Republic of Sri Lanka.

With the completion of the replacement of five
steel girder bridges, the Elephant Underpass,
and the balance loop line works in station yards,
which had been held up due to prolonged delay in
contractual payments, the work stands completed
on 30.06.2026. Accordingly, the Defect Liability
Period (DLP) commenced on 01.07.2026.

During the DLP, additional works notified by the
Client are being carried out without affecting train
operations and will be completed within the DLP.

(b) Procurement of Design, Installation. Testing,
commissioning, and certifying of Signaling and
Telecommunication system from Maho Junction
(Including) to Anuradhapura (Excluding) under
Indian Line of Credit

This project was awarded on 4^th December 2022 by
Sri Lankan Railways, under the Ministry of Transport
and Civil Aviation, Government of Sri Lanka, with a
project value of US$ 14.90 million (approximately
?125 Crore) through competitive bidding. The
project will be implemented with grant assistance
from India.

The scope of work includes the supply, installation,
and commissioning of an electronic interlocking
system at seven stations, along with single¬
line automatic block signaling for the Maho to
Anuradhapura railway line. Additionally, it includes
the construction of equipment rooms at seven
stations and gate hut buildings at 20 locations.

The new advanced signaling system will enhance
safety, reliability, line capacity, and simultaneous
reception, minimizing train delays and reducing
travel time.

Presently, project activities such as design of
signaling system, supply of materials, construction
of buildings etc. are in progress. The overall progress
of the project is approximately 20%.

The project is expected to be completed by
December 2026 and shall have a paid warranty
period of 3 years after Defect Liability Period of 1
year.

iii. Nepal

In Nepal, the Company is executing the following
two projects:

(a) Construction of Broad Gauge (BG) line between
Jogbani (India)- Biratnagar (Nepal) on Indo-Nepal
border

The project involves construction of new BG rail line
from Bathnaha (India), Ch. 0.00 Km to Biratnagar
(Nepal), Ch. 18.60 Km. The proposed alignment in
Indian portion (5.45 Km) falls in Araria district of Bihar
State under Katihar Division of North East Frontier
Railways and proposed alignment in Nepal portion
(13.15 Km) falls in the Morang district of Nepal.

The revised value of contract of ?467.69 Crore has
been approved by the Railway Board and forwarded
to the Ministry of External Affairs for sanction.

The section from Bathnaha (India) Ch. 0.00 Km to
Nepal Custom Yard (Nepal) Ch. 8.00Km has been
commissioned for freight traffic on 1^st June, 2023.
The work beyond 8.00 Km is completely stopped
due non availability of Funds.

The overall progress of the project is approximately
86%.

The project is expected to be completed by March
2028.

(b) Construction of BG Line by Gauge conversion
Jayanagar (India) - Bijalpura (Nepal) with extension
upto Bardibas on India Nepal Border

The project involves construction of a new BG rail
line from Jaynagar (India), Ch. 0.00 Km to Bijalpura
(Nepal) Ch. Km 52.336 with extension up to Bardibas,
Ch. Km 68.72. Out of the total proposed alignment,
2.975 Km falls in Madhubani district of Bihar state
in India and 65.745 Km falls in Mahottari district of
Nepal.

The revised estimate of ?900.03 Crore was approved
by Railway Board and forwarded to the Ministry of
External Affairs for sanction.

Our Company on behalf of the Government of
India has handed over the newly commissioned
cross border rail section (Section-1) from Jayanagar
(Km. 0.00) to Kurtha (Km. 34.90) to Government of
Nepal on 22^nd October, 2021 which was inaugurated
through virtual mode by the Hon'ble Prime Minister
of India and the Hon'ble Prime Minister of Nepal on
2^nd April, 2022. The first phase of 34.9 Km Jaynagar
(India) - Kurtha (Nepal) section is part of 68.72 Km
Jaynagar-Bijalpura-Bardibas rail link being built
under Government of India grant assistance.

Section-2 from Km 34.900 to km 52.34,
Kurtha- Bijalpura has also been completed and
commissioned on 16^th July 2023.

Section 3 from Km 52.34 to Km 68.72, Bijalpura-
Bardibas, hindrance-free land of this section
has been handed over in January 2026 by the
Government of Nepal. The overall progress of the
project is approximately 74%.

The project is expected to be completed by March
2029.

iv. Myanmar

The Company secured a project in Myanmar in FY
2022-23, for Balance work of construction of road
from Paletwa (Myanmar) to Zorinpui (Mizoram)
(Kaladan Road Project) under Kaladan Multi-Modal
Transit Transport Project (KMMTT Project), from
the Ministry of External Affairs, on EPC mode at a
lump sum cost of ?1,780 Crore. Construction of this
project is intended to open up an alternate route
to the North-East Region and connect Mizoram with
Chin State of Myanmar at Zorinpui. The agreement
for the execution of this project has been signed on
7^th March, 2022

Due to ongoing armed conflicts between the
Myanmar Army and the insurgent groups, the
whole alignment is controlled by one of the
insurgent groups. The progress of work is adversely
affected. At present, there is no permission from
Government of Myanmar to work on the alignment
nor to transport machinery, construction materials
such as cement, steel, etc. The work is progressing
on Zorinpui's side through proper liaison with all
stakeholders.

During FY 2025-26, work recommenced on a 109 Km
stretch, out of which 45 km (Approx) of subgrade
has already been completed.

Despite adversity, Ircon has shown great resilience
and commitment to continue the work. Overall
progress of the project is approximately 25%.

The project is expected to be completed by
December 2028.

AWARDS

As per 2025 edition of USA's Engineering News Record
(ENR), IRCON is the only Indian PSU to make it to the list
of top 250 International Contractors as well as top 250
Global Contractors. IRCON is also ranked 242^nd in 2025 in
the list of fortune India 500.

IRCON has been awarded several prestigious awards.
Some of the significant awards and accolades won during
the year 2025-26 are mentioned below:

•    Quality Innovation Award 2025 for Implementing
Innovative Quality Management Systems by Institute
of Engineers (India).

•    ISDA Infracon National Awards (IINA) 2025 in the
category of Best Construction Project (Udhampur -
Srinagar - Baramulla Rail Link Project, J&K).

•    10^th Annual ISM - INDIA Awards 2025 in category
Public Sector Procurement Excellence.

•    239^th rank in the list of Top 250 International
Contractors published by ENR Survey 2025.

•    235^th rank in the list of Top 250 Global Contractors
published by ENR Survey 2025.

•    Safety Innovation Award 2025 for Implementing
Innovative Safety Management Systems by Institute
of Engineers (India).

•    TunnelTech 2026 Award under the category
Technology and Innovation in Tunnelling for
Engineering Excellence in Himalayan Tunnelling.

•    International Safety Award (Distinction Winner
Category) by the “British Safety Council" for
excellence in health, safety & well-being throughout

2025.

•    17^th CIDC Vishwakarma Award under the “Construction
Health, Safety & Environment" in HSE management.

•    Case Study Competition Runner-up Award in Public
Sector category at Global Procurement Summit by
All India Management Association (AIMA) & India
Case Research Centre (ICRC) supported by Ministry
of Finance, GoI & World Bank.

•    IRCON's in-house magazine, ‘Navnirman', was
honoured with the ‘Incentive Award' by the Nagar
Rajbhasha Karyanvayan Samiti (NARAKAS).

•    IRCON's in-house magazine was honoured at the
International Hindi Conference organized by the
Vishwa Hindi Parishad.

•    The Official Language Department was honoured
for its participation and outstanding performance in
the ‘Hindi Poetry Recitation Competition' organized
under the aegis of NARAKAS.

COMPLIANCES OF PRESIDENTIAL DIRECTIVES

Presidential directives as issued from time to time on
various matters like reservation policy for reserved
category persons, SC/ST roster in the employment,
revision in pay scale 2017 etc. have been complied with.

OFFICIAL LANGUAGE

The Company is undertaking various innovative and
encouraging initiatives for the extensive use of Hindi in
office work. Some of these initiatives are as follows:

•    All employees take a pledge to work completely in
Hindi on the last Monday of every month.

•    Rajbhasha seminars are organized on a half-yearly
basis.

•    Hindi workshops are conducted on a quarterly basis.

•    Hindi Day and Hindi Fortnight are celebrated every
year.

•    Full compliance is ensured with the Annual Programme
on Official Language issued by the Ministry of Home
Affairs every year.

•    Official correspondence related to the Railway Board
and the Ministry of Home Affairs is done in Hindi.

•    Hindi-related competitions are organized for
employees from time to time.

•    Regular inspections of internal departments are
conducted for effective implementation of the Official
Language policy.

•    All translation work of the office is carried out by the
Official Language Department.

•    Employees are encouraged through various
incentive schemes for implementation of the Annual
Programme of the Official Language Department.

•    Bilingual (Hindi-English) facilities have been provided
in computer systems and mobile phones used by
officials.

•    Bilingual formats have been made available on the
company's internal website for employees' use.

•    Active participation is ensured in meetings of the
Town Official Language Implementation Committee
(TOLIC), and its directions are duly complied with.

•    Employees and officers participate in training
programmes, workshops, and orientation sessions
organized under TOLIC.

•    Work is carried out in accordance with the annual
targets and programmes set by the committee for
effective implementation of the Official Language
policy.

COMPLIANCE OF RIGHT TO INFORMATION ACT, 2005

In accordance with the provisions of the Right to
Information Act, 2005, IRCON has ensured the availability
of updated information, including the names of the
Appellate Authority, Central Public Information Officer,
Assistant Public Information Officer and Zonal Public
Information Officers on our website. We have promptly
responded to the queries received within the specified
time frame. These queries primarily pertained to service
matters, recruitments, finance, contract, corporate social
responsibility (CSR) and projects. The details of RTI cases
have been regularly published on website of the Central
Information Commission (CIC) on quarterly and annual
basis.

During the year 2025-26, 169 RTI applications and 22
First Appeals were received and at the beginning of the
year 9 RTI applications and 3 First Appeals were under
process within the allowable time limit. Therefore, a
total of 178 applications & 25 First Appeals were to be
resolved/reported to under RTI during the year 2025¬
26. 163 RTI applications (including opening balance of 9
applications) and 33 First Appeals has been disposed of
during FY 2025-26. As on 31-03-2026, 6 RTI Applications
and 5 First Appeals are under process for disposal within
the allowable time limit.

COMPLIANCE OF IMPLEMENTATION OF PUBLIC
PROCUREMENT POLICIES FOR MSEs AND PREFERENCE
TO MAKE IN INDIA

The Company has in place a comprehensive Purchase
Preference Policy since June 2012 which is in line with the
Public Procurement Policy for Micro and Small Enterprises
(MSEs) Amendment Order, 2022 notified by the Ministry
of Micro, Small and Medium Enterprises (Ministry of
MSME) under section 11 of Micro, Small and Medium
Enterprises Development Act, 2006. IRCON uses Central
Public Procurement portal (CPPP) and Government
e-Marketplace (GeM) portal for its procurement, which
provides facilitation of registration of MSEs firms
registered with any statutory bodies specified by Ministry
of MSME.

The Company has always encouraged local suppliers to
participate in its tendering process and also promote
them through training and hand holding programs. Our
continued pursuit in this direction has seen improved
participation of small local players and socio-economic
development of communities in and around operational
locations.

IRCON has taken several steps for effective implementation
of MSE policy in the tender documents for procurement
of goods & services. The benefits include waiver of tender
document fee and earnest money deposit and also
includes the purchase preference policy as prescribed
under the Public Procurement Policy for Micro and Small
Enterprises (MSEs) Amendment Order, 2022.

Further, provisions are also made in tenders to promote
“Make in India" directives of the Government of India by
giving preference to the Class-I Local suppliers & calling
of tenders upto ?200 Cr. through National Competitive
Bidding in line with the Public Procurement (Preference
to Make in India), Order 2017.

During FY 2025-26 on a standalone basis, the Company
procured goods and services worth ?32.14 crore from
MSEs against the total procurement of ?83.79 crore
(excluding the procurement of items which are beyond
the scope of MSEs), achieving 38.36% procurement from
MSEs. Further company has procured ?2.98 crore (3.56%)
from MSEs owned by the women and ?1.55 crore (1.85%)
from MSEs owned by SC/ST.

On a consolidated basis, the Company procured goods
and services worth ?33.36 crore from MSEs against
the total procurement of ?85.38 crore (excluding the
procurement of items which are beyond the scope of
MSEs) achieving 39.07% from MSEs. Further company has
procured ?2.99 crore (3.50%) from MSEs owned by the
women and ?1.55 crore (1.81%) from MSEs owned by SC/
ST. All required monthly details were regularly uploaded to
the Sambandh Portal. The Company has been extensively
following the guidelines of Government on procurement
through Government e-Market place (GeM) and Procured
items valuing ?56.29 crore on a consolidated basis.

In FY 2025-26, our procurement from MSEs owned by
women increased from 2.55% to 3.56% on standalone
basis, reflecting the impact of our sustained initiatives.
We are also actively pursuing the procurement targets
from MSEs owned by SC/ST entrepreneurs. To support
this, the company has organized special vendor
development programs aimed at enhancing awareness
and strengthening participation of MSEs owned by SC/
ST and women in our supply chain.

Given the nature of our industry as a construction
company, achieving the desired procurement levels
from SC/ST-owned MSEs has presented challenges.
However, we are doing constant efforts for achieving the
procurement target from MSEs owned by SC/ST as well.

The Company has conducted four Vendor Development
Programs during FY 2025-26. Details are as under-

1.    “National Level - Special Vendor Development

Program" for Micro and Small Enterprises especially
owned    by    SC/ST    and    Women    entrepreneurs

organized in IRCON Corporate Office on 24.06.2025.

2. National Level - Special Vendor Development
Program" for Micro and Small Enterprises especially
owned    by    SC/ST    and    Women    entrepreneurs

organized by IRCON International Limited in
association with NSSHO, Agra through online mode
on 10.09.2025.

3.    One day National Level Special Vendor Development
Programme (VDP) organised at IRCON CO, Saket on
19.12.2025.

4.    Two-Day Vendor Development Programme (VDP)
cum Industrial Exhibition scheduled for March 11^th
and 12^th, 2026, at Maharaja Surajmal Institute of
Technology.

Onboarding on TReDS Platforms:

In compliance of the government guidelines, IRCON and
its subsidiaries has onboarded on all five (5) operational
TReDS platforms during the FY 2025-26.

COMPLIANCE OF TIMELY PAYMENT TO MSE VENDORS
WITHIN THE PRESCRIBED TIMELINE UNDER THE MSMED
ACT, 2006.

The Micro, Small and Medium Enterprises Development
(MSMED) Act, 2006 mandates that payments to Micro and
Small Enterprises (MSEs) be made within 45 days from the
date of acceptance of goods or services, or from the date
of resolution of objections where such objections are
raised by the buyer in writing within 15 days of delivery
or rendering of services. IRCON remains committed
to ensuring timely payments to its MSE vendors in
accordance with the provisions of the Act. During the
Financial Year 2025-26, the Company made payments to
its MSE vendors within the prescribed timelines and did
not experience any instances of delayed payments.

HUMAN RESOURCE DEVELOPMENT

IRCON recognizes that its employees are fundamental
to its success and play a crucial role in safeguarding the
organization's values and culture. The organization firmly
believes that its achievements rely on the alignment and
performance of its workforce, as well as maintaining a
positive work environment. It is committed to establishing
a collaborative, inclusive, and performance-driven
atmosphere that fosters learning, growth, and overall
employee well-being.

IRCON's Human Resource (HR) Philosophy revolves
around empowering and nurturing employees, allowing
them to reach their full potential, encouraging innovative
ideas, and providing rewards based on performance. The
company's work culture is characterized by openness
and dynamism, empowering employees to take initiative
in their roles with full support from top management.

At IRCON, the Human Resource Management (HRM) team
is dedicated to recruiting, retaining, and developing
the right people. They continuously strive to create an
optimal work environment that is inclusive, open, diverse,
and provides equal opportunities for all employees.
The company has aligned its HR strategy, systems, and
procedures with its business objectives, focusing on
building competencies necessary for organizational
success. This strategy serves as a motivating force for
employees, bridging the gap between the company's
future needs and individual aspirations.

IRCON maintains a performance-oriented culture where
the contributions of every employee are measured
and appropriately recognized. The Company has
implemented a robust Performance Management System
(PMS) that aligns with its philosophy of rewarding and
acknowledging merit at all levels. This system supports
the professional development of executives through
a structured approach integrated into the company's
performance appraisal process. IRCON takes pride in its
highly motivated and competent human resources and
acknowledges their significant contributions.

MANPOWER STRENGTH

The total manpower strength of IRCON as on March 31,
2026, stood at 1070, (previous year 1182) which included
793 regular employees, 25 employees on deputation, 248
on contract (including service contract) and 04 on fixed

tenure basis. Out of the total employees of the Company,
1034 are posted on Indian projects and 36 on international
projects. Among 1070 employees, 988 are technically and
professionally qualified. There was a total of 67 women
employees as on March 31, 2026.

The overall income per employee for FY 2025-26 stood
at ?8.39 Crore as compare to ?9.03 Crore in FY 2024-25.

During the year, the total newly employed personnel
stood at 102 which included 37 regular employees, 10
employees on deputation, 38 on contract and 17 on
service contract.

RESERVATION IN EMPLOYMENT

The Company continues to give utmost importance to
the implementation of the policies and directives of the
Government of India in matters relating to reservations in
the employment of candidates belonging to Scheduled
Caste (SC) / Scheduled Tribe (ST) / other backward
classes (OBC) and differently-abled categories. There
was a total of 477 SC / ST / OBC and differently- abled
employees as on March 31, 2026.

Further, during the FY 2025-26, out of the 37 employees
inducted against regular posts, 14 belong to SC / ST /
OBC/ EWS. Similarly, out of the 55 employees recruited
against the contractual positions (including service
contract), 27 belong to SC / ST / OBC / EWS (excluding
service contract).

During the FY 2025-26, training has been given to 617
employees, out of which 255 belong to SC/ST/OBC and
differently-abled categories. To ensure the welfare of
these employee categories, the Company has appointed
Liaison Officers.

The infrastructure of the Company is well built catering to
the needs of differently-abled employees.

TRAINING AND HUMAN RESOURCE DEVELOPMENT

IRCON puts a lot of emphasis on development and
career progression of employees. Training programs
are organised throughout the year. During the FY 2025¬
26, in-house training programmes across all levels of
employees were organised. Professional programmes,
workshops, and seminars organised by reputed and
prestigious institutes / agencies were carefully identified
in line with business needs of IRCON, and suitable officers
were nominated for such programmes.

The Company has been continuously taking steps for
building capacity of its human resource through training
in functional and general management areas, contract
and arbitration, leadership and information technology.
External faculty is arranged wherever required, Employee
Development has always been a priority for the Company,
and various training and development plans have been
initiated from time to time. During the FY 2025-26, a total
1760 man-days training was imparted to officials of IRCON
through workshops, seminars, conferences, in-house
training and training in external institutes.

Ircon International Limited was shortlisted by Ministry of
Corporate Affairs, Government of India for participating
in the Prime Minister's Internship Scheme (PMIS) which

aims to provide structured internships in India's top 500
companies and accordingly, IRCON posted Internship
opportunities on PM Internship Portal in various rounds.

For Round 1 & 2, IRCON successfully posted 50 internship
seats across various project sites and administrative
departments, providing candidates with direct exposure
to large-scale infrastructure projects and for Round 3,
continuing this initiative, IRCON has again posted 50
Opportunities on the official PMIS and the selection of the
same is under process.

EMPLOYEE WELFARE

The Company has adequate and robust schemes in place
for the welfare of the employees. These are health cover,
medical scheme, post-retirement medical scheme, post¬
retirement pension scheme, periodic health check-ups
at regular intervals, allowances, self-lease for residential
accommodation, educational scholarships to the wards
of employees, a one-time educational grant for admission

to professional degrees and diploma courses, educational
awards to meritorious children of employees, educational
assistance to the wards of deceased employees,
assistance for marriage of daughters and dependent
sisters of employees in non-executive categories, and
resort facilities for employees and their family members
on concessional rates through Dalmia and Sterling
Resorts. IRCON is complying with provisions relating to
the Maternity Benefit Act, 1961.

EMPLOYEE HEALTH AND SAFETY

In alignment with the MoU compliance requirement on
health and safety initiatives, Ircon International Ltd.
conducted a total of 5 Health Camps and 3 Health Talks
during FY 2025-26. These activities covered awareness
on hepatitis, cancer, tuberculosis, stroke prevention,
vector-borne diseases, and healthy lifestyle practices.
The initiatives demonstrate proactive measures toward
employee well-being and health awareness, fulfilling the
stipulated compliance parameter.

Summary of Health Camps and Talks conducted during the FY 2025-26:

LEADERSHIP DEVELOPMENT PLAN

The succession planning framework of IRCON integrates
both Succession Planning and Leadership Development
in a cohesive manner.

The above framework operates in two parts. The first part
focuses on Succession Planning through an integrated,
systematic approach to identifying, developing, and
retaining employees in alignment with current and
projected business objectives.

In the second part, for individuals placed in the
acceleration pool, Individual Development Plans (IDPs)
are prepared based on their distinct strengths and
developmental needs. The framework also includes
options such as mentoring, allocation of new work areas,

stretch assignments, action learning, and coaching
programmes to further groom these personnel for future
roles and challenges.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.

Your Company is dedicated to creating a supportive and
secure working environment for its women employees.
The Company has implemented a comprehensive policy
for the Prevention, Prohibition, and Redressal of Sexual
Harassment at the Workplace, which applies to all
employees, including regular employees, deputationists,
temporary workers, ad-hoc employees, contract
workers, daily wage workers, and individuals employed

through agencies or contractors. This policy, along with
its details, can be accessed on the Company's website.

Furthermore, this policy extends to wholly-owned
subsidiary companies of IRCON that are formed as Special
Purpose Vehicles.

Your Company has ensured compliance with the provisions
concerning the formation of the Internal Committee (IC)
as mandated by the Sexual Harassment of Women at
Workplace (Prevention, Prohibition, and Redressal) Act,
2013. The IC comprises five members, including four
Company officials and one external member from an
NGO. Additionally, provisions related to the prohibition
of sexual harassment have been incorporated into the
IRCON's Conduct, Disciplinary, and Appeal Rules.

IRCON has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Further, the desired
details are as follows:

(a)    Number of complaints of sexual harassment -    0

received in the year

(b)    Number of complaints dispose off during -    0

the year

(c)    Number of cases pending for more than -    0

ninety days

CORPORATE SOCIAL RESPONSIBILITY AND
SUSTAINABILITY

In accordance with Section 135 of the Companies Act,
2013 and The Companies (Corporate Social Responsibility
Policy) Rules 2014, as amended from time to time (Act),
IRCON has in place CSR Policy duly approved by the
Board of Directors of IRCON. CSR is essentially a way of
conducting business responsibly and IRCON shall endeavor
to conduct its business operations and activities in a
socially responsible and sustainable manner at all times.
IRCON will strive to contribute to inclusive growth and
sustainable development with emphasis on development
of weaker sections of society and in the Aspirational
Districts of the country. As per broad objectives of the
Policy, CSR activities are being implemented in project/
program mode, in areas or subjects specified in Schedule
VII of the Act, on thrust areas of education and health
care, in the periphery of project areas of IRCON (local
area) and as per DPE Guidelines.

The CSR Policy, which provides comprehensive
guidelines for conducting CSR activities, is available on
our Company's website: www.ircon.org. Furthermore,
the Annual Report on CSR & Sustainability activities,
in compliance with Section 135 of the Companies
Act, 2013, and the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is appended to this
report, forming an integral part of it. The Company has
fully spent the Allocated CSR Budget of ?15.45 Crore
in FY 2025-26 in accordance with the provisions of
the Act.

QUALITY, HEALTH AND SAFETY
QUALITY MANAGEMENT SYSTEM

IRCON is a precursor Public Sector Organization in
adopting the Quality Management System Certification
in the domestic as well as International Markets. Quality
Management System (QMS) has been successfully
sustained and continually improved since 1996 when the
Company as a whole was first certified for ISO 9002:1994
by TUV SUD Private Limited. IRCON has continued
the certification and sustained the system as per the
latest version of Quality Management Standards i.e. ISO
9001:2015 (by periodical re-certification audit after the
expiry of every three years). Latest re-certification audit
was conducted by TUV SUD South Asia Private Limited
in the month of February, 2026, and the validity of the
certificate is up to March, 2029.

OCCUPATIONAL HEALTH AND SAFETY MANAGEMENT
SYSTEM

The Company established an Occupational Health &
Safety Management System and was certified for ISO
45001:2004 in October, 2011. The latest surveillance audit
for ISO 45001:2018 was conducted by TUV SUD South
Asia Private Limited in the month of November, 2025 and
the validity of the certificate is up to December, 2027.

ENVIRONMENT MANAGEMENT

The Company established an Environment Management
System (EMS) and was certified for ISO 14001:2004 in
October, 2011. The latest re-certification audit for ISO
14001:2015 was conducted by TUV SUD South Asia Private
Limited in the month of January, 2026, and validity of the
certificate is up to February, 2029.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND UPGRADATION

IRCON is conscious of the limited nature of conventional
sources and the importance of using energy resources
wisely. The Company has been consistently laying
emphasis on utilizing energy efficient equipment in
its office premises and in various projects so as to
minimally affect the ecology and environment. Towards
conservation of energy, IRCON has taken the following
steps:

a) IRCON has a total of 200 kW Grid Connected roof
top Solar Power Plant installed at Corporate Office
which is a considerable step to conserve energy
and contributing to environment through usage of
Green Energy. The total energy produced by this
Solar Power plant is approximately 3,00,000 units
annually which is ~25% of the energy being drawn
from the electrical grid. IRCON has also installed a
total of 75 kW Roof top Off Grid Solar Power Plant
at its IRCON Tower, Gurugram thereby reducing
energy consumption. Also, capacitor banks of 600
kVAR capacity have been installed at Corporate
Office building and 1600 kVAR at IRCON's Gurugram
Building to improve the power factor, which further
reduces the Electrical Energy consumption by more
than 10%.

b)    Furthermore, Energy-efficient Light Emitting Diodes
(LED) lights have been used for the internal lighting
of Corporate Office building which also adds in
considerable energy saving when compared with
normal lights.

c)    Automatic / Dynamic Reactive Power Factor (APF)
correction / compensation panels with Insulated
Gate Bipolar Transistors (IGBT) technology of ~10.7
MVAR capacity have been designed and installed at
the Receiving Substations (RSS) for Delhi-Ghaziabad-
Meerut RRTS corridor of NCRTC project for RSS
Energy Conservation. Moreover, the RSS Control
Room Building is also constructed with highest
rating of Indian Green Building Council (IGBC)
standards to conserve energy. Further, Static Var
Generators (SVGs) of ~130 MVAR capacities are also
being installed in 500 MW Solar Project at Karnataka
to provide dynamic reactive power compensation,
thereby maintaining power factor & system stability
and improving power quality injection into grid.

d)    IRCON has installed more than 20,000 LED lights
at USBRL E&M Tunnel Projects which have reduced
the energy consumption considerably. Moreover,
IRCON has also installed energy efficient LED lights
for energy conservation in various projects like Loco
Shed at Bondamunda, Katni-Singrauli RE Project,
etc. for reducing energy consumption.

e)    Capacitor Banks of 2400 kVAR capacity each have
been installed at Baramulla, Qazigund & Budgam TSS
(J&K) for USBRL RE project. Further, Capacitor Banks
of 5500 kVAR capacity each have been installed in 26
Nos. TSS of various Railway Electrification projects.
Moreover, for Tunnel Substations a total of 16 MVAR
capacitor banks have also been installed to regulate
the reactive power generation due to jet fans,
thereby reducing energy consumption.

STEPS TAKEN BY THE COMPANY FOR UTILISING

ALTERNATE SOURCES OF ENERGY

The Company is utilizing the following as an alternate

source of energy:

a)    Apart from installation of 200kW Roof top Solar Plant
at IRCON's Corporate office, IRCON is also executing
a major project for utilizing alternate sources of
energy by Setting up a 500 MW Solar Photovoltaic
Power Plant at Pavagada, Karnataka by using latest
technology Monocrystalline Passivated Emitter and
Rear Cell (PERC) Bi-facial Solar Photo Voltaic (SPV)
Modules with Tracker technology & state-of-the art
Robotic Cleaning which shall supply approximately
1,076 million Units per year to Railways.

b)    IRCON is also providing features similar to Green
Buildings Constructions at Corporate Office,
Gurugram building and its project offices thereby
reducing the environmental impacts on water,
materials, waste, energy and carbon emissions.
IRCON has installed solar panels at various offices/
projects; along with sensor lights & sensor taps to
conserve electricity.

c) IRCON has also installed Solar Power Photovoltaic
Panels for its office Complex in Sangaldan (J&K) with
a capacity of 110 kW.

CAPITAL INVESTMENT ON ENERGY CONSERVATION
EQUIPMENT

IRCON has invested approximately ?4.90 Crore for
replacing the existing Heating, Ventilation & Air Condition
(HVAC) System at Corporate office with new technology
Energy Efficient Inverter Type Air Conditioning System
which shall reduce the energy consumption by 25-30%.
Further, old light fixtures/fans at IRCON's guest houses
/ flats are being replaced by EESL certified 5 star rated
lights and fans for energy conservation.

Further, the old refrigerant of R-22 is replaced by the
new technology refrigerant R-410A which is environment
friendly and reduces the carbon emissions helpful in
sustainable development.

TECHNOLOGY ABSORPTION AND UPGRADATION
EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION

IRCON is executing the installation and commissioning
of Kavach towers across major railway routes to enhance
operational safety. Kavach is an indigenous Automatic
Train Protection (ATP) system developed by Research
Designs & Standards Organisation in collaboration with
Indian Railways.

Key Features of Kavach: (TCAS-Train collision Avoiding
System):

i) Automatic braking in case of signal passing at danger
(SPAD) or over speeding, ii) Collision prevention
through continuous train monitoring in a Centralize
Kavach Monitoring Centre in each Division and by
continuous Kavach Towers signal transmission, iii) Real¬
time communication between trains, stations, and
signalling systems, iv) Safe operations during fog and
low-visibility conditions, v) Integration of RFID tags,
onboard equipment, optical fibre networks, and radio
communication for precise train tracking and movement
authority, vi) Kavach enhances passenger safety,
minimizes human error, and provides a cost-effective,
indigenous solution for modernizing railway operations
in India.

BENEFITS DERIVED LIKE PRODUCT IMPROVEMENT, COST
REDUCTION, PRODUCT DEVELOPMENT OR IMPORT
SUBSTITUTION

The Kavach system is a substantial investment in the
safety and future of Indian Railways. The costs involved
are significant, but the benefits of improved safety and
reduced accidents far outweigh these expenses. All these
equipment manufactured in India instead of procuring
from foreign countries.

IN CASE OF IMPORTED TECHNOLOGY (IMPORTED
DURING THE LAST THREE YEARS RECKONED FROM THE
BEGINNING OF THE FINANCIAL YEAR) - N.A.

RESEARCH AND DEVELOPMENT

The Company being primarily an EPC company does
not undertake any pure research project but takes the
help of consultants and Arms to innovate and to develop

methods and techniques to execute projects in a cost-
effective manner, with requisite quality, to enhance the
technical competence and efficiency.

INFORMATION TECHNOLOGY, ERP & CYBERSECURITY

IRCON's Information Technology (IT) department serves
as a cornerstone for both operational efficiency and
strategic growth. Acting as a key enabler, the IT function
significantly boosts employee productivity across the
organization. In addition to managing data networks,
enterprise software, and IT infrastructure procurement,
the team plays a pivotal role in driving enterprise-wide
initiatives—such as the implementation of SAP S/4HANA,
Toll Management Systems, and Project Management
platforms etc.

A key highlight of our digital journey is the adoption
of SAP S/4HANA as our Enterprise Resource Planning
(ERP) backbone. This robust system streamlines our
Finance, Controlling, and Human Resource Management
operations, leading to company-wide information
availability, increased transparency, and faster decision¬
making. We've further enhanced our financial reporting
with SAP Business Planning & Consolidation (SAP-BPC),
which is crucial for preparing the Company's financial
statements. The Employee Self-Service (ESS) Portal,
Finance & Controlling, HCM, Employee Performance
Management System (EPMS), EnableNow for employee
learning and system adoption modules have been
successfully rolled out across the organization, with
Project Systems currently under implementation at
various locations.

In a significant move towards a paperless environment,
we've fully embraced the e-Office system. This initiative
aligns with the Government of India's vision, digitizing
approvals, file movements, and official documents,
thereby replacing physical file systems with enhanced
efficiency and security. To ensure our core enterprise
applications like e-Office run seamlessly, we've recently
upgraded our datacenter infrastructure, incorporating
cutting-edge HCI (Hyper-Converged Infrastructure)
systems. This not only guarantees faster, more
efficient, and secure use of these applications but also
optimizes connectivity throughout our corporate office
and project sites, maximizing our in-house IT talent.
We've also installed AI face-reader- based biometric
attendance systems and are integrating them with SAP
for more accurate reporting. For enhanced efficiency and
transparency in procurement, e-Procurement through
the Government e-Market Place (GeM) and Central Public
Procurement (CPP) Portal has been adopted across the
organization.

Recognizing the evolving threat landscape, Cybersecurity
remains a top priority. We've implemented Zero Trust
Network Access (ZTNA) where users' identity is verified
using RSA authentication, Software Application access
is protected through secured VPN and end user devices
are protected from latest virus and cyber-attacks through
XDR. A cloud-based Web Application Firewall (WAF)
system and Syslog server is deployed to secure corporate
websites and web applications against potential cyber¬
attacks. We also regularly conduct employee training in

AI, Cybersecurity, and core business domains to keep our
workforce informed and skilled.

Our corporate website, https://www.ircon.org a W3C
CSS certified, uses AI tool for online real time translation
for Indian languages. Dedicated AI-based collaborative
tool consisting of Email, Chat Service, Video conferencing
& Broadcasting facility is extensively used for daily office
operations like review meetings, training sessions,
promotion interviews, and managing contract issues.

CORPORATE GOVERNANCE

The Company places great emphasis on adhering to
corporate governance guidelines and best practices,
recognizing their significance in enhancing long-term
shareholder value and upholding minority rights. IRCON
considers it a fundamental obligation to provide timely
and accurate information regarding the Company's
operations, performance, leadership, and governance.

In compliance with Regulation 34 of the LODR Regulations
and DPE Guidelines, the Corporate Governance Report,
along with the compliance certificates of Corporate
Governance norms under the aforementioned LODR
Regulations and DPE Guidelines, is attached and
constitutes an integral part of this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on March 31, 2026, the Company had seven directors
out of which four are whole-time directors [Chairman &
Managing Director, Director (Finance), Director (Works)
and Director (Projects)]; two are Government Nominee
Directors and one is Independent Director.

The Company has requested the Ministry of Railways
for appointment of requisite number of Independent
Directors in order to comply with the statutory
requirements. Pursuant to Section 203 of the Companies
Act, 2013, the Board of Directors had designated
Chairman & Managing Director (CMD) as Chief Executive
Officer (CEO) and Key Managerial Personnel (KMP) and all
the Whole-time Directors and Company Secretary as KMP
of the Company. The senior most finance official of the
Company is designated as Chief Financial Officer (CFO)
and KMP.

Board of Directors & Key Managerial Personnel (KMP) as
on March 31, 2026

The Board of Directors of the Company as on March
31, 2026 comprised of Executive (Functional) Directors
viz.- Shri Hari Mohan Gupta (DIN: 08453476), Chairman
& Managing Director & CEO, Smt. Ragini Advani (DIN:
09575213), Director (Finance), Shri Ajit Kumar Mishra
(DIN: 11108237), Director (Works), Shri Rajesh Naik
(DIN: 11543707), Director (Projects); Part- time (Official)
Directors viz. Shri Anand Bhatia (DIN: 10937265) and
Shri Anupum Singh, (DIN: 10637375), being Government
Nominee Directors and Independent Director viz. Shri
Thangavel Varadharajan (DIN: 08556664).

In addition to the CEO and whole-time directors, other
KMPs, as on March 31, 2026 were Shri Alin Roy Choudhury,
Chief General Manager (Finance) & CFO and Smt. Pratibha
Aggarwal, Company Secretary and Compliance Officer.

Appointments and cessation of the Directors and KMPs
during and after close of the FY 2025-26

CHANGES IN THE POST OF CHAIRMAN & MANAGING
DIRECTOR

In terms of order no. 2023/E(O)II/40/15 dated 1^st July, 2024
of the Ministry of Railways and upon attaining the age of
superannuation, Shri Hari Mohan Gupta (DIN: 08453476)
ceased to be the Chairman and Managing Director and
CEO of the Company on 30^th June 2026.

In terms of order no. 2023/E(O)ll/40/15 dated 23^rd June
2026 of the Ministry of Railways, Shri Saleem Ahmad (DIN:
10119432) was appointed as the Chairman and Managing
Director (CMD) (Additional Director) of the Company on
additional charge and designated as Chief Executive
Officer (CEO) and Key Managerial Personnel (KMP) for a
period of 01 year, with effect from 1^st July 2026 i.e. the
date of assumption of additional charge of the post of
CMD, IRCON, or till assumption of charge of the post by
the regular incumbent or until further orders, whichever
is the earliest. Shri Saleem Ahmad is proposed to be
regularized as Chairman and Managing Director of the
Company at the ensuing Annual General Meeting of the
Company.

CHANGES IN THE POST OF FUNCTIONAL DIRECTORS

In terms of order no. 2024/E(O)ll/40/4 dated 15^th May
2025 of the Ministry of Railways, Shri Ajit Kumar Mishra
(DIN: 11108237), has been appointed to the post of
Director (Works) (Additional Director) for a period of 5
years with effect from the date of assumption of charge of
the post or until further orders, whichever is earlier. Shri
Mishra has assumed the charge of the post of Director
(Works) with effect from 15^th May 2025. Further, Shri Ajit
Kumar Mishra was regularised as Director (Works) at the
last Annual General Meeting of the Company held on 18^th
September 2025.

Shri Parag Verma (DIN: 05272169), ceased to be Director
(Works) with effect from 30^th April 2025, upon attaining
the age of superannuation.

In terms of order no. 2021/E(O)II/40/23 dated 7^th May,
2025 of the Ministry of Railways, Shri Naresh Chandra
Karmali (DIN: 09103211), IRSE, PED/GS, Railway Board,
was entrusted with the additional charge of the post of
Director (Works) (Additional Director), IRCON, with effect
from 9^th May, 2025 i.e. the date of assumption of charge
and until further orders. Subsequently, as per further
order of Ministry of Railways no. 2024/E(O)ll/40/4 dated
15^th May 2025, Shri Naresh Chandra Karmali, relinquished
the additional charge of the post of Director (Works),
IRCON with effect from 15^th May 2025.

Shri Anand Kumar Singh (DIN: 07918656), ceased to be
Director (Projects) with effect from 31^st December, 2025,
upon attaining the age of superannuation.

In terms of order no. 2021/E(O)II/40/21 dated 31^st
December 2025 of the Ministry of Railways, Shri Sudhir
Singh (DIN: 11288339), IRSE, ED/CE (BS), Railway Board,
was entrusted with the additional charge of the post
of Director (Projects) (Additional Director), IRCON, with
effect from 2^nd January 2026 i.e. the date of assumption

of additional charge of the post and until further
orders. Subsequently, as per further order of Ministry of
Railways no. 2024/E(O)ll/40/21 dated 12^th February 2026,
Shri Sudhir Singh has relinquished the additional charge
of the post of Director (Projects) with effect from
13^th February 2026.

In terms of order no. 2024/E(O)ll/40/21 dated 12^th
February 2026 of Ministry of Railways, Shri Rajesh Naik
(DIN: 11543707), has been appointed to the post of
Director (Projects) (Additional Director) with effect from
13^th February 2026 i.e. the date of assumption of charge of
the post till the date of his superannuation i.e. 31.05.2030
or until further orders, whichever is earlier. Shri Rajesh
Naik is proposed to be regularized as Director (Projects)
of the Company at the ensuing Annual General Meeting
of the Company.

CHANGES IN THE POST OF PART-TIME (OFFICIAL)
DIRECTORS/GOVERNMENT NOMINEE DIRECTORS

Shri Anupum Singh (DIN: 10637375), ED/Plg.(Civil & PSU),
Railway Board, appointed as Government Nominee
(Part-Time Official) Director (Additional Director) of the
Company with effect from 6^th November, 2024, was
regularised as Government Nominee (Part- Time Official)
Director at the last Annual General Meeting of the
Company held on 18^th September 2025.

Shri Anand Bhatia (DIN: 10937265), Addl. Member (CE),
Railway Board, appointed as Government Nominee
(Part-Time Official) Director (Additional Director) of
the Company with effect from 4^th February, 2025, was
regularised as Government Nominee (Part- Time Official)
Director at the last Annual General Meeting of the
Company held on 18^th September 2025.

CHANGES IN INDEPENDENT DIRECTORS

In terms of order no. 2024/PL/57/38 Pt-1 dated 13^th May,

2025    of Ministry of Railways, Shri Thangavel Varadharajan
(DIN: 08556664) has been appointed as an Independent
[Part-time (Non-official)] Director (Additional Director) on
the Board of the Company for a period of three (3) years
with immediate effect or until further orders, whichever
is earlier. The appointment of Shri Thangavel Varadharajan
was effective from 15.05.2025 i.e. date of registration
of his name to the Data Bank of Independent Directors
maintained with Indian Institute of Corporate Affairs
(IICA). Shri Thangavel Varadharajan was regularized as an
Independent Director at the last Annual General Meeting
of the Company held on 18^th September 2025.

In terms of order no. 2026/PL/57/16 dated 13^th August,

2026    of Ministry of Railways, Smt. Suman Bala (DIN:
11894015) has been appointed as an Independent [Part¬
time (Non-official)] Director (Additional Director) on the
Board of the Company for a period of three (3) years with
immediate effect or until further orders, whichever is
earlier. The appointment of Smt. Suman Bala was effective
from 17.08.2026 i.e. date of registration of her name to
the Data Bank of Independent Directors maintained with
Indian Institute of Corporate Affairs (IICA). Smt. Suman
Bala is proposed to be regularized as Independent
Director of the Company at the ensuing Annual General
Meeting of the Company.

The complete details of appointment / relinquishment
of post by the Directors and other related details are
provided in the Corporate Governance report forming
part of Annual Report.

INDEPENDENT DIRECTORS' DECLARATION

The Company has received necessary declaration
from Independent Directors that they meet the criteria
of independence as laid out in Section 149(6) of the
Companies Act, 2013 and Regulations 16(1)(b) and 25(8)
of the LODR Regulations and that they have registered
themselves with the databank of Independent Directors
maintained by the Indian Institute of Corporate Affairs
(‘IICA') under the Ministry of Corporate Affairs as per
Rule 6 of Companies (Appointment and Qualification of
Directors) Rules, 2014. The declarations have been noted
by the Board of Directors.

RETIREMENT OF DIRECTORS BY ROTATION

In terms of Section 152 of the Companies Act, 2013,
the provisions in respect of retirement of Directors
by rotation will not be applicable to the Independent
Directors. In view of this, all directors (other than the
Independent Directors) are considered for retirement by
rotation. Accordingly, as per provisions of the Companies
Act, 2013, Smt. Ragini Advani, Director (Finance) is liable
for retirement by rotation at the ensuing Annual General
Meeting (AGM) of the Company and being eligible, offer
herself for re-appointment.

The details of such Director seeking re-appointment /
appointment at the ensuing AGM are contained in the
Notice convening ensuing AGM of the Company.

BOARD & COMMITTEE MEETINGS

Board Meetings:

The Board met eight (8) times during the FY 2025-26, on
April 29, 2025; May 21, 2025; August 06, 2025; September
10, 2025; October 17, 2025; November 12, 2025; February
03, 2026 and February 11, 2026. The intervening gap
between the meetings was within the period prescribed
under the Companies Act, 2013, DPE Guidelines and
LODR Regulations.

During the FY 2025-26, all the meetings of the Board
were held at the Company's Registered Office, in New
Delhi, through physical and Video Conferencing mode.

Committee meetings:

Your Company's Board has the following committees:

1.    Audit Committee

2.    Nomination & Remuneration Committee

3.    Stakeholders' Relationship Committee

4.    Risk Management Committee

5.    Corporate Social Responsibility & Sustainability
Committee

6.    Project Progress Review Committee

During the FY 2025-26, the Audit Committee of the
Board met six (6) times, the Nomination & Remuneration
Committee met five (5) times, Stakeholders' Relationship

Committee met one (1) time; Risk Management
Committee of the Board met two (2) times; the Corporate
Social Responsibility & Sustainability Committee met two
(2) times.

Details of constitution, terms of reference of the
Committees, and attendance of Directors at meetings
of the Committees are provided in the Corporate
Governance Report forming part of Annual Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Regulation 25(3)
of LODR Regulations, Schedule IV of the Companies
Act, 2013 and guidelines issued by DPE, as the Board
was having only one Independent Director, appointed
w.e.f. 15^th May 2025, pursuant to the order of Ministry of
Railways, no separate meeting of Independent Directors,
without the presence of other Board Members, was held
during the FY 2025-26.

SELECTION OF NEW DIRECTORS AND BOARD
MEMBERSHIP CRITERIA

IRCON being a Government Company, the appointment
of directors on its Board is made by the Hon'ble President
of India through the Administrative Ministry, Ministry of
Railways (MoR). The key qualifications, skills, expertise
and attributes of the Directors is included in the Corporate
Governance Report.

PERFORMANCE EVALUATION

The Ministry of Corporate Affairs (MCA) has, vide its
notification dated June 05, 2015, notified the exemptions
to Government Companies from certain provisions of
the Companies Act, 2013 which inter-alia provides that
Section 134(3)(p) regarding a statement indicating the
manner of formal annual evaluation of Board, shall not
apply to Government Companies in case the Directors
are evaluated by the Ministry which is administratively
in charge of the Company as per its evaluation
methodology. Further, the aforesaid circular issued by
the MCA has also exempted sub-section (2), (3) & (4) of
Section 178 of the Companies Act, 2013 regarding the
appointment, performance evaluation and remuneration
for Government Companies.

Further, MCA vide its notification dated July 05, 2017
has made an amendment in the Schedule IV of the act,
whereby it has exempted Government Companies
from complying with the requirement of performance
evaluation by the Independent Directors of Non¬
Independent Directors and Chairman and performance
evaluation of the Independent Director by the Board if
the concerned department or ministries have specified
the requirements.

In this regard, the DPE has already laid down a mechanism
for performance appraisal of all Functional Directors. The
performance evaluation of Functional Directors is done
through a system of Annual Performance Appraisal Report
(APAR) by MoR. Further, the performance evaluation
of the Company is done through the evaluation of the
Memorandum of Understanding (MoU) entered with MoR,
and the said evaluation is submitted to DPE through the
Administrative Ministry. The MoU targets are cascaded

down and form an integral part of the performance
appraisal of the individuals and the team. The internal
MoU covers various parameters including financial, non¬
financials and compliances of government guidelines etc.

In respect of Government Nominee Directors, their
evaluation is done by the MoR as per the procedure laid
down. Since Independent Directors are also appointed
by the Government of India, their evaluation is also done
by the Ministry of Railways and finally by the Department
of Public Enterprises.

REMUNERATION POLICY FOR THE BOARD AND SENIOR
MANAGEMENT

As a Government Company, IRCON follows the guidelines
issued by the Department of Public Enterprises (DPE) for
determining the remuneration of its functional directors,
senior management officials, and other employees.
The Company has placed the salient features of its
remuneration policy for key managerial personnel and
employees on its website (www.ircon.org) under the
HRM and Career Sections, as required by Section 178(4)
of the Companies Act, 2013.

The remuneration policy of the Company, as well as the
procedures and policies for the appointment of Senior
Management, are reviewed and recommended by the
Nomination & Remuneration Committee before being
approved by the Board of Directors.

Furthermore, under Section 197 of the Companies Act,
2013, and Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, listed
companies are required to disclose specific details of
directors' remuneration in the Board's Report. However,
Government Companies, including IRCON, are exempted
from complying with this provision as per Notification No.
GSR 463(E) dated June 5, 2015, issued by the Ministry of
Corporate Affairs.

Therefore, such details are not included in the Board's
Report of IRCON. However, the remuneration paid to
directors during FY 2025-26 is disclosed in the Corporate
Governance Report.

INTERNAL CONTROL SYSTEMS

The Company has implemented robust financial controls
in accordance with the provisions of the Companies
Act, 2013. These internal financial controls over financial
reporting are functioning effectively. The controls
are designed to ensure the maintenance of accurate
accounting records, promote the orderly conduct
of business operations in compliance with company
policies, safeguard company assets, prevent and detect
fraud and errors, and ensure the reliability of financial
and operational information. The internal control system,
which includes Internal Financial Controls over Financial
Reporting, undergoes periodic reviews, and necessary
adjustments are made to align with evolving business
needs.

Further, information about the internal control system
can be found in the Management Discussion and Analysis
Report.

INTERNAL CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING

Your Company has adopted an ‘Internal code of conduct
for prevention of insider trading in dealing with securities
of the Company' (Code of Conduct), to regulate,
monitor and report trading by designated persons
and their immediate relatives and code for practices
and procedures for fair disclosure of Unpublished Price
Sensitive Information (UPSI) as per the requirement under
SEBI (Prohibition of Insider Trading) Regulations, 2015. The
Code of Conduct aims that the insiders of the Company
shall not derive any benefit or assist others to derive any
benefit from the access to and possession of UPSI about
the Company which is not in the public domain and thus
constitutes insider information.

The Code of Conduct as approved by the Board has
been posted on the website of the Company, i.e.,
www.ircon.org under the head Codes and Policies in the
Investor Relations section.

RISK MANAGEMENT

The Company has an elaborate Enterprise Risk
Management (ERM) framework, including risk management
policy for risk identification and its mitigation.

As per the LODR Regulations, the Company is having
a Board level Risk Management Committee, which, as
on March 31, 2026, comprised of Director (Works) as
Chairman, Director (Finance), Director (Projects), and
Shri Thangavel Varadharajan, Independent Director as
members. Details of the Risk Management Committee are
provided in the Corporate Governance Report.

The Details of the Risk Management System are provided
in the Management Discussion and Analysis Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM AND
VIGILANCE ACTIVITIES

Being a Government Company, the Company has a
separate Vigilance Department which deals with fraud
or suspected fraud involving employees/representatives
of suppliers, contractors, consultants, service provider
or any other party doing business with the Company.
Whistle Blower and Fraud Prevention and Detection
Policies have been approved by the Board of Directors
and are available on the website of the Company. The
Company has in place the necessary vigil mechanism for
employees and directors to report to the Management
concerns about unethical behavior, actual or suspected
fraud, violation of the Company's Code of Conduct or
ethics policy and instances of a leak of unpublished price
sensitive information. If one raises a concern under this
Policy, the complainant will not be at risk of suffering any
form of reprisal or retaliation (including discrimination,
reprisal, harassment or vengeance) in any manner. No
person has been denied access to the Chairman &
Managing Director, IRCON or to Chairman of the Audit
Committee.

The Vigilance Department plays an advisory role to the
top management in matters pertaining to vigilance. It
is headed by a full-time Chief Vigilance Officer (CVO)

appointed by the Appointments Committee of the
Cabinet (ACC) in consultation with Central Vigilance
Commission (CVC).

The Department ensures implementation of laid down
guidelines/procedures through preventive checks
of tenders and contracts, execution of works, and
other functions as well as carry out investigations
into complaints. During FY 2025-26, the Department
has carried out 04 surprise inspection and 03 periodic
inspections on high-value projects. Apart from surprise
and periodic inspections department has carried
out 03 preventive check on tenders floated from the
corporate/ project officeand 5 preventive checks of
Asset management, CAG report, Audit report & personal
file. Chief Technical Examiner's Organization (Technical
wing of Central Vigilance Commission) has also carried
out inspection & extensive investigation of 02 Project.

Complaints raised against officials and procedures,
etc., by various Authorities (such as CVC/Railway Board
Vigilance, CBI, Prime Minister's Office, etc.,) and received
from other sources were investigated to their logical
conclusion.

During FY 2025-26, the Department has received a total
of 19 Nos. complaints and 2 complaints were of previous
year. Total 17 Nos. complaints were disposed off in the
year 2025-26 including that of previous years. Nature
of Complaints includes irregularities during tendering,
execution of contract, anonymous & pseudonymous
complaints and quality related issues. Also steps were
taken for closure of Paras raised by the Chief Technical
Examiner's Organization (CTEO). In addition, scrutiny
of immovable property returns of employees, creating
awareness on rules/procedures/common irregularities
in execution through workshops, training, debate,
competitions, etc., have been the prime activities of the
Department.

As a step towards ‘Leveraging of Technology' for better
transparency, online services are efficiently running since
years viz, submission of immovable Property Returns
(since 2012-13); online Vigilance Clearance (since April 1,
2014 through the intranet portal); and filing of vigilance
complaints since December 2012.

IRCON has adopted Integrity Pact (IP) as recommended
by the Central Vigilance Commission (CVC) on June 24,
2014, for tenders/contract for works and supply with
an estimated value of ?5 Crore and above on all Indian
Projects. The Integrity Pact is made a compulsory
document in the conditions of model e-Procurement
Documents for all works.

As per the provision of Integrity Pact and relevant
guidelines of Central Vigilance Commission, presently
Shri Virendra Kumar Saksena, retired IRS, Lt. General
Harsha Gupta and Shri Madhusudan Prasad, retired IAS
are three nominated IEMs to receive any complaints from
the bidders and submit the investigation report.

Vigilance strives to achieve its objective of promoting an
impartial, fearless, and transparent environment in the
functioning of the organization by taking steps to prevent
unethical practices.

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of Section 177 and 188 of the
Companies Act, 2013 (the Act) and LODR Regulations,
prior approval of the related party transactions wherever
applicable are taken from the Audit Committee / Board
as applicable. Prior omnibus approval of the Audit
Committee is also obtained on yearly basis for various
Related Party Transactions between IRCON or any of its
subsidiaries on one hand and a related party of the IRCON
or any of its subsidiaries on the other hand in the ordinary
course of business and on arm's length basis valuing
not exceeding ?1 Crore for each contract / agreement
/ transaction in a financial year on aggregated basis.
The transactions, if any, entered into pursuant to the
omnibus approval granted, are placed before the Audit
Committee on a quarterly basis. Approval of specific
related party transactions other than those covered under
the Omnibus approval are also obtained from the Audit
Committee/ Board in compliance with the requirement
of the Companies Act, 2013 and LODR Regulations.

In pursuance to Section 134(3)(h) of the Companies
Act, 2013 and Rule 8(2) of the Companies (Accounts)
Rules, 2014, the “Disclosure of particulars of contracts/
arrangements entered by the Company with related
parties including certain arms-length transactions" are
disclosed in Form AOC-2 and is annexed to this Report.

The Related Party Transaction Policy of the Company as
approved by the Board is uploaded on the website of the
Company, i.e., www.ircon.org under the head Codes and
Policies in the Investor Relations section.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i)    that in the preparation of the financial statements,
the applicable accounting standards had been
followed except as otherwise stated in the annual
financial statements and there has been no material
departure;

ii)    that such accounting policies were selected and
applied consistently and such judgments and
estimates were made that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company for the financial year ended
on March 31, 2026, and of the profit of the Company
for the FY 2025-26;

iii)    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;

iv)    that the financial statements have been prepared on
a going concern basis;

v)    that internal financial controls were adequate and
operating effectively; and

vi) that proper system has been devised to ensure
compliances with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The “Business Responsibility and Sustainability Report"
(BRSR) in compliance with the provisions of Regulation
34 of the LODR Regulations, in the format prescribed by
SEBI forms part of the Report. The report describes the
initiatives taken by IRCON from an environmental, social
and governance perspective.

AUDITORS

STATUTORY AUDITORS

The Comptroller & Auditor General of India (C&AG) has
appointed M/s Ramesh C Agrawal & Co., Chartered
Accountants, New Delhi (Firm Registration No. 001770C)
as the single Statutory Auditors of the Company, for
FY 2025-26, except for the following foreign projects
for which C&AG has approved the appointment of the
following as statutory auditors:

COST AUDITORS

In pursuant to the provisions of Section 148 of the
Companies Act, 2013 and rules made thereunder,
the Company has maintained the cost records of the
Company. The Board of Directors has appointed M/s
Bandyopadhyaya Bhaumik & Co., Cost Accountants,
(having firm Registration No. 000041) as Cost Auditor of
the Company for the FY 2025-26 for conducting the audit
of cost records.

SECRETARIAL AUDITORS

In pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Regulation 24A of the LODR
Regulations, the Members of the Company has appointed
M/s VAP & Associates, a Peer reviewed Practicing
Company Secretaries Firm (FRN:P2023UP098500), as the
Secretarial Auditors for conducting Secretarial Audit of
the Company for a term of five consecutive years i.e. from
financial year 2025-26 to financial year 2029-30.

INTERNAL AUDITORS

The Board of Directors have appointed following
Internal Auditors for the Indian & Foreign Projects for the
FY 2025-26.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

IRCON is engaged in the business of providing
infrastructure facilities and is exempted from compliance
with all the provisions of Section 186 [except sub-section
(1) to Section 186] in terms of Section 186(11)(a) read with
Schedule VI of the Companies Act, 2013.

The details of investments made, loans granted, and
guarantees extended by the Company to its subsidiary
and joint venture companies during the FY 2025-26 forms
part of the notes to the standalone financial statements
provided in the Annual Report.

DEPOSITS

The Company did not accept any deposits from the
public during the financial year.

OTHER DISCLOSURES

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies
Act, 2013, the Annual Return of the Company as at March
31, 2026 is placed on the website of the Company at
www.ircon.org, under the Investor Relations section.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has complied with the provisions relating to
the Investor Education and Protection Fund (IEPF) under
the Companies Act, 2013 and the rules made thereunder.
Mrs. Pratibha Aggarwal, Company Secretary is the nodal
officer and Mrs. Pooja Gurwala, Joint General Manager
(Company Affairs) is the deputy nodal officer to deal with
the IEPF Authorities and compliances related thereto.

Pursuant to the provisions of Section 124(5) of the
Companies Act, 2013 (‘the Act') all unpaid and unclaimed
dividends are required to be transferred by the Company
to the Investor Education and Protection Fund (‘IEPF')

established by the Central Government, after expiry
of 7 years from the date of transfer to unpaid dividend
account. The details of such unpaid / unclaimed dividend
are regularly updated on the website of Company.

Further, as per the provisions of Section 124(6) of the Act
read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 and subsequent amendment thereto (‘the Rules'),
all shares in respect of which dividend has not been paid
or claimed for seven consecutive years or more shall be
transferred to the demat account of the IEPF Authority.

Accordingly, Unclaimed Dividend and Underlying Shares
thereunder pertaining to Interim Dividend for FY2018-19
were transferred to IEPF Authority in March, 2026. The
details of such Shareholders is available on the website of
the company www.ircon.org

Shareholders whose Dividend is unclaimed/unpaid from
the FY 2018-19 (final dividend) onwards is available on the
website of the company www.ircon.org

SECRETARIAL STANDARDS

During the financial year, the Company is in compliance
with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI).

SIGNIFICANT MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

No order has been passed by the Regulators or Courts
or Tribunals impacting the going concern status of the
Company and its operations in future during the FY 2025¬
26.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR

There are no proceedings initiated/pending against your
Company under the Insolvency and Bankruptcy Code,
2016 during the FY 2025-26 which will have material
impact on the business of the Company.

CHANGE IN THE NATURE OF BUSINESS

There was no material change in the nature of business of
the Company during the FY 2025-26.

SECRETARIAL AUDIT REPORT AND MANAGEMENT
RESPONSE THERETO

The “Secretarial Audit Report" from the secretarial
auditor in Form MR-3 as required under Section 204 of the
Companies Act, 2013 read with rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of this report.

The Management Response on the qualification in the
Secretarial Auditor Report and compliance of conditions
of Corporate Governance for the FY 2025-26 forms part
of this report.

STATUTORY AUDITORS' REPORT AND C&AG COMMENTS

The reports of the Statutory Auditors on the Financial
Statements for FY 2025-26 (both on standalone
and consolidated financial statements) are attached
separately as part of the Annual Report. There are no
qualifications, reservations or adverse remarks made by
M/s Ramesh C Agrawal & Co., Chartered Accountants,
Statutory Auditors, in their report for the financial year
ended on March 31, 2026.

The C&AG has undertaken supplementary audit on the
accounts of the Company for the year ended 31^st March,
2026 under Section 139(5) of the Companies Act, 2013.
The comments of the C&AG on the Annual Accounts of
the Company for the year ended 31^st March, 2026 along
with management reply, if any, will forms part of this
report as and when received.

REPORTING OF FRAUDS BY AUDITORS

During the FY 2025-26, no fraud has been reported by
the auditors of the Company under sub-section (12) of
Section 143 of the Companies Act, 2013.

ACKNOWLEDGEMENT

The Directors of the Company would like to extend
their heartfelt gratitude and acknowledgement for the
invaluable assistance and cooperation received from
various Ministries such as Railways, Road Transport and
Highways (MoRTH), External Affairs, Finance, Commerce,
Urban Development, as well as other ministries,
departments, and agencies. We are also grateful for
the support received from the office of Comptroller &
Auditor General of India, Reserve Bank of India, Bankers,
Statutory, Branch, Cost, Secretarial & Internal Auditors,
of the Company, Indian Embassies & Missions abroad,
Foreign Missions & Embassies in India, EXIM Bank, ECGC
Limited, Protector of Immigration, Passport Authority,
and our esteemed clients both within India and overseas
as without their active support, the Company would
not have achieved its milestones during the year under
review.

We would like to express our sincere appreciation to
all the dedicated employees of the Company at every
level. Their unwavering efforts, dedication, sincerity and
commitment have significantly contributed to achieving
the highest ever performance of the Company.

For and on behalf of the Board of Directors

Sd/-

(Saleem Ahmad)

Chairman & Managing Director & CEO
(DIN: 10119432)

Date: August 25, 2026
Place: New Delhi

1

Restated figures