Your Directors’ have pleasure in presenting their 28^th report on the business and operations, along with the audited financial
statements of your Company, for the year ended March 31, 2026 (“Financial Year”). During the Financial Year, the Company
continued to focus on strengthening its operational performance, enhancing stakeholder value, and maintaining robust
governance standards. The accompanying financial statements have been prepared in accordance with the applicable provisions
of the Companies Act, 2013 and relevant accounting standards, and present a true and fair view of the financial position and
performance of the Company.

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

OPERATION AND PERFORMANCE REVIEW

On the basis of Consolidated Financials

During the financial year, your Company earned total income of
' 78,539.82 Million as against the total income of ' 80,315.47
Million in previous year. Contract revenue decreased from
' 45,606.76 Million for March 31,2025, to ' 35,553.44 Million
for year ended March 31, 2026. Toll revenues for March 31,
2026, had increased to ' 26,918.61 Million from ' 24,838.78

Million for March 31,2025. Profit before share of profit/(loss) of
joint ventures, exceptional items and tax stood at ' 12,904.69
Million against ' 11,943.70 Million for the previous financial
year. Net profit before tax after share of loss from joint ventures
and exceptional items stood at ' 12,478.15 Million against
' 68,613.90 Million for the previous financial year. Profits for
the year ended March 31, 2025, stood at ' 8,503.60 Million
as against ' 64,806.84 Million for the previous year.

On the basis of Standalone Financials

During the Financial Year, your Company earned total income
of ' 51,101.12 Million for the year ended March 31,2026. Profit
before tax stood at ' 13,239.85 Million. Profit for the year
ended March 31,2026, stood at ' 9,966.04 Million, as against
' 56,140.58 Million for the previous year.

There is no change in the nature of business of the Company
during the Financial Year.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The particulars of the Loans granted, investment made and
guarantees, if any, are given in the Notes to the Audited
Financial Statements.

DIVIDEND

As per dividend policy of the Company, your Company
had declared first interim dividend of f 0.07/- per share in
August 2025, second interim dividend of f 0.07/- per share in
November 2025, third interim dividend of f 0.07/- per share
in February 2026 and fourth interim dividend of f 0.05/-
per share in May 2026 aggregating to f 1872.09 Million as
total dividend for FY26 resulting into payout ratio of 21%.
The Board has not recommended any final dividend for the
financial year 2025-26.

BONUS ISSUE

In accordance with the provisions of Section 63 and other
applicable provisions of the Companies Act, 2013, read with
the Companies (Share Capital and Debentures) Rules, 2014,
the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“SEBI ICDR Regulations”), and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”), as amended from time to
time, and pursuant to the enabling provisions of the Articles of
Association of the Company, as well as applicable guidelines
and regulations issued by the Securities and Exchange Board
of India (SEBI) and the Reserve Bank of India (RBI), the Board
of Directors of the Company, at its meeting held on February
13, 2026, approved and recommended the issue of bonus
equity shares.

The bonus issue involved capitalization of reserves for an
aggregate amount not exceeding ' 603,90,00,000 (Rupees
Six Hundred Three Crore Ninety Lakhs only), by way of
issuance of fully paid-up bonus equity shares in the ratio of 1
(one) equity share of '1/- each for every 1 (one) existing equity
share of '1/- each held by the shareholders of the Company.

The approval of the shareholders for the aforesaid bonus
issue was obtained through postal ballot by way of remote
e-voting on March 23, 2026.

The Company fixed April 1, 2026, as the record date for
determining the eligibility of shareholders entitled to receive
the bonus shares. Accordingly, the allotment of bonus equity
shares was completed on April 2, 2026. The said bonus shares
were credited to the respective demat accounts of eligible
shareholders on April 6, 2026, and were subsequently listed
and admitted for trading on the stock exchanges with effect
from April 7, 2026.

CREDIT RATING OF COMPANY

• Fitch Ratings had affirmed the Long-Term Issuer Default
Rating and the rating on its US-dollar senior secured
notes at ‘BB ’. The Outlook is stable.

• Moody’s has issued an update on the rating of ‘Ba1’
assigned for the long-term corporate family rating
(CFR) of Company and the instrument rating assigned
to its USD senior secured notes due 2032 is ‘Ba2’. The
Outlook is stable.

• CRISIL Ratings had reaffirmed its ‘CRISIL AA-/Stable
(Long Term Rating) /CRISIL A1 (Short Term Rating)’
rating on ' 1,700 crore bank facilities of the Company.

• India Ratings and Research (Ind-Ra) on April 2, 2026, has
revised the outlook to Positive from Stable, affirmed the
rating of IND AA- /Positive/IND A1 to the Company’s
bank loan facilities aggregating to ' 12,899 Million
(reduced from ' 15,419 Million) and IND AA-/Positive to
the issuer rating. Further Ind-Ra had withdrawn its rating
on non-convertible debentures (“NCDs”) of ' 630 Million
based on its full amortisation.

SHARE CAPITAL

Change in the capital structure of the Company

During the Financial Year, the share capital of the company
underwent significant changes as detailed below:

Authorised Share Capital: The Company had increased its
Authorised Share Capital from ' 615,00,00,000/- (Rupees
Six Hundred Fifteen Crore only), divided into 615,00,00,000
(Six Hundred Fifteen Crore) equity shares of '1/- (Rupee One
Only) each to ' 1,260,00,00,000/- (Rupees One Thousand Two
Hundred and Sixty Crore only) divided into 1,260,00,00,000
(One Thousand Two Hundred and Sixty Crore) equity shares
of '1/- (Rupee One Only) each.

This increase in Authorised Share Capital was approved by
shareholders by way of an ordinary resolution passed on
March 23, 2026 through postal ballot via remote e-voting.
Consequently, to the said increase, Clause V of the
Memorandum of Association of the Company was duly altered
to reflect the increase in Authorised Share Capital.

Issued, Subscribed & Paid-up capital:

As on March 31, 2026, the issued, subscribed, and paid-up
share capital of the Company stood at ' 603,90,00,000/-
consisting of 603,90,00,000 equity shares of face value of
'1/- each fully paid.

Subsequent to the close of Financial Year, on April 2, 2026,
the Company had completed the allotment of 603,90,00,000
bonus equity shares of '1/- each fully paid. Pursuant to the
said allotment, the issued, subscribed, and paid-up share
capital of the Company increased to ' 1,207,80,00,000/-,
comprising 1,207,80,00,000 equity shares of face value '1/-
each, fully paid-up.

DEBT SECURITIES

During the Financial Year, the Company had not issued and
allotted any Non-convertible Debentures (“NCDs”). The
Company had redeemed following NCD on June 30, 2025,
issued by the Company on private placement basis as under:

* For the quarter end June 2025, the face value was ' 1,10,000/-
each. The NCDs were fully redeemed as on June 30, 2025.

SENIOR SECURED NOTES

During the Financial Year, the Company has not issued any
additional Senior Secured Notes. As on March 31, 2026, the
Outstanding Senior Secured USD-Denominated Notes issued
by the Company as under:

The Notes are listed on the India International Exchange
(IFSC) Limited (India INX).

BORROWINGS

As on March 31, 2026, your Company’s (Standalone) fund
based facilities availed stood at ' 78,588.10 Million and non¬
fund based credit facilities availed stood at ' 2,281.30 Million.

UPDATE ON PROJECT SPVs OF THE COMPANY

B.E.S.T. Strategy:

Pursuant to the Company’s B.E.S.T. (Bid, Execute, Stabilize
and Transfer) strategy, IRB Infrastructure Trust, an associate
of the Company (“Private InvIT”), acting through its investment
manager MMK Toll Road Private Limited, made a preliminary
non-binding offer (“NBO”) to transfer 5 (five) of its matured toll
assets to IRB InvIT Fund (“Public InvIT”).

On May 8, 2025, Private InvIT approved a modification to the
NBO whereby it proposed the transfer of three matured toll
assets instead of the initially contemplated five assets. The
three assets identified for transfer were IRB Hapur Moradabad
Tollway Limited (“IRBHM”), Kaithal Tollway Limited (“KTL”) and
Kishangarh Gulabpura Tollway Limited (“KGTL”) (collectively
referred to as the “Target SPVs”).

The unitholders of Private InvIT approved the transfer of
the Target SPVs and matters incidental thereto at their
meeting held on June 17, 2025. The unitholders of Public

InvIT approved the acquisition of 100% of the equity of the
Target SPVs and the appointment of the Company as Project
Manager for operation and maintenance of the Target SPVs
at a meeting held on July 3, 2025.

Subsequently, Share Purchase agreement and certain
ancillary agreements were executed on October 2, 2025, and
the transfer of the Target SPVs by Private InvIT to Public InvIT
was completed on November 6, 2025. Following completion,
the Company was appointed as Project Manager to undertake
O&M activities for the acquired SPVs in accordance with the
approved terms.

On May 14, 2026, i.e. post the end of Financial Year, the
Private InvIT had issued a preliminary and non-binding offer to
Public InvIT for transfer of two assets Solapur Yedeshi Tollway
Limited (“SYTL”) and CG Tollway Limited (“CGTL”).

The unitholders of Private InvIT approved the transfer of SYTL
and CGTL and matters incidental thereto at their meeting
held on July 16, 2026. The unitholders of Public InvIT has
proposed the approval of acquisition of 100% of the equity
of SYTL and CGTL and the appointment of the Company as
Project Manager for operation and maintenance of the Target
SPVs through Postal Ballot on August 3, 2026.

The aforesaid transactions are aligned with the Group’s
strategic focus on asset monetization, capital recycling and
efficient capital allocation thereby enabling the Company
to redeploy capital into new growth opportunities while
continuing to leverage its operational expertise through long¬
term O&M roles.

VM7 Project:

During the Financial Year, the Vadodara Mumbai Expressway
Project (“VM7 Project”) achieved a key milestone with the
receipt of a Provisional Completion Certificate dated August
25, 2025, from the National Highways Authority of India
(NHAI), thereby transitioning into a revenue-generating
operational asset.

In line with the Company’s “Bid-Execute-Stabilise-Transfer”
(B.E.S.T.) strategy, and pursuant to the approval of the Board
of Directors at its meeting held on November 20, 2025, the
Company issued a preliminary and non-binding ‘Invitation to
Offer’ to Public InvIT for the transfer of the VM7 Project, which
is being implemented by VM7 Expressway Private Limited, a
wholly-owned subsidiary of the Company (“VM7”).

VM7 is engaged in development and operation of the
Gandeva-Ena HAM Project, forming part of the Delhi—
Mumbai Greenfield Expressway Project in the State of Gujarat
under Bharatmala Pariyojana, pursuant to concession granted
by the NHAI.

Subsequently, the Board of Directors, at its meeting held on
December 1,2025, approved the transfer of entire stake held
in VM7 to Public InvIT. The approval also encompasses the

prepayment of the existing senior debt alongwith repayment
of the subordinate debt and unsecured loans provided to VM7
by the Company.

The transaction was approved at an aggregate equity
consideration of approximately ' 510 Crore, together along
with the transfer of associated project debt to the Public
InvIT. The transfer aligns with the Company’s strategy aimed
at capital recycling and enhancing liquidity thereby enabling
redeployment of capital for future growth opportunities.

Post completion of the transaction, the Company continues to
act as Project Manager of the Private InvIT for the VM7 Project
for the operation period of the Project. Under this arrangement,
the Company will undertake operation and maintenance
(O&M) activities for the project during its operational period,
for an aggregate fixed consideration of up to ' 2,445.7 Million
(inclusive of applicable taxes), in accordance with the agreed
project implementation framework.

The transaction was completed on February 2, 2026, and is
expected to strengthen the Company’s consolidated balance
sheet through reduction in consolidated debt levels, while
ensuring a steady stream of annuity-based income through
O&M services.

IRB INFRASTRUCTURE TRUST

Your Company is Sponsor and Project Manager of IRB
Infrastructure Trust (“Private InvIT”), a listed InvIT, which is
the Joint venture and an associate of the Company. MMK Toll
Road Private Limited (“MMK”) is the Investment Manager of
the Private InvIT. During the Financial Year, MMK had carried
out its obligations under Investment Management Agreement
entered into with the Private InvIT and earned management
fee of ' 108.56 Million.

During the Financial Year, the Company had implemented the
below mentioned projects through the Company’s associate
viz. IRB Infrastructure Trust. The Private InvIT owns, operates
and maintains a portfolio of 15 toll-road assets in the states
of Maharashtra, Gujarat, Uttar Pradesh, Rajasthan, Karnataka,
Haryana and West Bengal, Telangana, Madhya Pradesh and
Odisha in India. These toll roads are operated and maintained
pursuant to concessions awarded by the National Highway
Authority of India (NHAI) or other concerned concessioning
authority(ies).

1. I mplementation of the Project of Tolling, Operation,
Maintenance and Transfer of Lucknow-Ayodhya Section
of NH-28 (New NH-27), Ayodhya-Gorakhpur Section
stretch of NH-28 (New NH-27), and Lucknow-Sultanpur
Section of NH-731 in the State of Uttar Pradesh (the
“TOT-17 Project”) [SPV - IRB Harihara Corridors Private
Limited].

2. I mplementation of the Project of Tolling, Operation,
Maintenance and Transfer of Chandikhole-Bhadrak
Section of NH-16 in the State of Odisha (the “TOT-18
Project”) [SPV - IRB Chandibhadra Tollway Private
Limited].

The Company acting as the Project Manager of the Private
Trust, had received Work Orders for Engineering, Procurement
and Construction works (“EPC”) in relation to the relevant
project and Operation & Maintenance (O&M) work of the
Project SPVs of the Private InvIT as per Project Implementation
Agreements. These Work Orders provides improved visibility
in consolidated Order Book of the Company for long term.

On July, 15, 2025, Palsit Dankuni Tollway Private Limited - the
Project SPV of Private InvIT, has been issued a Completion
Certificate (COD) for length of 61.300 Kms (out of 63.830 Kms)
by the Competent Authority. Consequently, toll rates for the
SPV had increased by ~ 47%.

On May 20, 2026, the Board of the Company had approved,
subject to approval of the shareholders, material related party
arrangements to provide operation and maintenance (O&M)
works and to continue to act as the project manager pursuant
to an extension of the tenure of existing agreements in relation
to 12 project SPVs of Private InvIT - i) AE Tollway Limited;
ii) CG Tollway Limited; iii) IRB Westcoast Tollway Limited; iv)
Solapur Yedeshi Tollway Limited; v) Yedeshi Aurangabad
Tollway Limited; vi) Udaipur Tollway Limited; vii) Palsit Dankuni
Tollway Private Limited; viii) IRB Golconda Expressway Private
Limited; ix) Samakhiyali Tollway Private Limited; x) IRB Lalitpur
Tollway Private Limited; xi) IRB Kota Tollway Private Limited;
and xii) IRB Gwalior Tollway Private Limited

IRB INVIT FUND

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

The Company acting as the Project Manager of the Public
InvIT, had earlier received work orders for Operation &
Maintenance (O&M) work of the Project SPVs of the Public
InvIT. The Company as the Project Manager had executed its
obligations during FY26 toward O&M as per the work orders.

During the Financial Year, the Company had received total
distribution of ' 1,008.02 Million (' 4.75 per unit comprised
of ' 3.27 per unit as Interest, ' 0.47 per unit as Dividend and
' 1.01 per unit as Return of Capital) from the Public InvIT.

Further as mentioned earlier in the report, the unitholders of
Public InvIT approved the acquisition of 100% of the equity of

- three assets i.e. IRB Hapur Moradabad Tollway
Limited (“IRBHM”), Kaithal Tollway Limited (“KTL”) and
Kishangarh Gulabpura Tollway Limited (“KGTL”) from
Private InvIT and the appointment of the Company as
Project Manager for operation and maintenance of the
Target SPVs at a meeting held on July 3, 2025.

- two assets i.e. Solapur Yedeshi Tollway Limited (“SYTL”)
and CG Tollway Limited (“CGTL”) from Private InvIT and
the appointment of the Company as Project Manager for
operation and maintenance of the Target SPVs through
Postal Ballot on August 3, 2026.

Further, the Public InvIT had raised funds of '3,248.43 crore
through institutional placement of units.

The Company invested in the units of Public InvIT, pursuant to
preferential allotment of units undertaken by the Public InvIT
for an aggregate amount of ' 753.48 crore

On May 15, 2026, the Company has also approved to execute
amended and restated project implementation agreement
with project SPVs of Public InvIT - IRB Jaipur Deoli Tollway
Limited, IRB Pathankot Amritsar Toll Road Limited and IRB
Talegaon Amravati Tollway Limited, with effect from end of the
tenure of the concession period of the respective Project SPVs
i.e., from April 1,2030 until the end of the concession period.

SUBSIDIARIES/ASSOCIATE/JOINT VENTURE
COMPANIES/ENTITY

The list of Subsidiaries/ Associate/ Joint Venture Companies/
Entity are provided in “Annexure A”.

During the Financial Year, 100% shares of VM7 Expressway
Private Limited held by the Company were transferred to IRB
InvIT Fund and ceased to be a subsidiary of the Company.

A statement containing salient features of the financial
statements of the subsidiary companies is also included in
the Annual Report in the prescribed Form AOC-1.

The Annual Report of the Company has been placed on
the website (www. irb.co.in.) of the Company. The audited
financial statements of subsidiaries have also been placed
on the website of the Company.

The Board has approved on August 26, 2026, the scheme
of Amalgamation of the Company’s nine wholly owned
subsidiaries with the Company and their respective
shareholders (“Scheme”), pursuant to Sections 230 to 232
and other applicable provisions of the Act, subject to the
requisite approvals/ consents. The appointed date of the
Scheme is April 1, 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation:

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

A detailed profile of Mr. Ravindra Dhariwal along with
additional information required under Regulation 36(3) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing regulations”) and Secretarial
Standard on General Meetings is provided separately by way
of an Annexure to the Notice of the AGM.

The Board of Directors have recommended his re-appointment
for the approval of the shareholders.

Changes in the Directors during the year under review:

During the Financial Year, there was no change in Board
of Directors of the Company except, that based on the
recommendations of the Nomination and Remuneration
Committee, the Board of Directors of the Company at
its meeting held on February 13, 2026 approved the re¬
appointment of Mrs. Deepali V. Mhaiskar (DIN: 00309884)
as the Whole-time Director of the Company w.e.f. May 19,
2026 for a period of 5 years and her re-appointment was also
approved by a Special Resolution passed by the Shareholders
of the Company through postal ballot on March 23, 2026.

Based on the confirmation received from the Directors, the
Company affirms that all Directors including the Independent
Directors have complied with the Code of Conduct adopted
by the Company. Furthermore, the Board also affirms that
Independent Directors possesses integrity and requisite
experience to serve and discharge their duties towards
your Company.

All Independent Directors have submitted their declarations
confirming that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013
read with Rule 6(1) and 6(2) of the Companies (Appointment
and Qualifications of Directors) Rules, 2014 and Listing
Regulations. The Board is of the opinion that the Independent

Directors of the Company possess the requisite qualifications,
experience (including proficiency), expertise and possesses
highest standards of integrity and ethical conduct.

Key Managerial Personnel and Senior Management:

During the Financial Year the Board approved / noted the
following appointments in the Senior Management of
the Company:

• Appointment of Mr. Rajpaul S. Sharma, as Chief Executive
Officer - Execution with effect from April 1, 2025.

• Appointment of Mr. Umesh Wagh as Group Chief Human
Resources Officer (CHRO) of the Company with effect
from April 1, 2025.

• Appointment of Mr. Anil Yadav as Chief Executive Officer
- Business Development & Investments with effect from
October 08, 2025.

BOARD EVALUATION

The Nomination and Remuneration Committee has
established a comprehensive framework for evaluating the
performance of the Board, its Committees, and individual
Directors, in compliance with the requirements of Section
178 of the Companies Act.

Pursuant to the requirements of the Companies Act, 2013,
and the Listing Regulations, the Board has carried out its
annual performance evaluation during the Financial Year. This
evaluation covered the overall effectiveness and functioning
of the Board as a whole, individual Directors, the Chairman,
and the functioning of its Committees, including the Audit
and Nomination & Remuneration Committees. The evaluation
was conducted through a structured process and appropriate
performance criteria designed to assess governance
practices, leadership effectiveness, strategic oversight, and
stakeholder value creation. Further details of the evaluation
methodology and outcomes are provided in the Corporate
Governance Report.

Details regarding the evaluation process are provided in the
Corporate Governance Report.

REMUNERATION POLICY

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

The Remuneration Policy for Directors, Key Managerial
Personnel and Other Employees sets out guiding principles for
Nomination and Remuneration Committee for recommending
to the Board the remuneration of Directors, Key Managerial
Personnel and other employees. There has been no change
in the policy during the year under review.

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

MEETINGS OF THE BOARD AND COMMITTEES

The details relating to the meetings of the Board of Directors
and the Committees of the Board held during the financial
year are set out in the Corporate Governance Report, which
forms part of this Annual Report. The Report also provides
information on the attendance of each Director and Committee
member at the respective meetings.

The composition of the Board Committees, along with
their respective terms of reference, roles, responsibilities,
and scope of authority, are also detailed in the Corporate
Governance Report, demonstrating the Company’s
commitment to effective governance, transparency, and
regulatory compliance.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

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

The scope and authority of the Internal Audit is laid down by
the Audit Committee, which also approves the Internal Audit
Plan. To ensure objectivity and independence, the Internal
Auditors report to the Chairman of the Audit Committee.

The Internal Auditors assess the efficacy and adequacy of
internal control systems in the Company, its compliance
with operating systems, accounting procedures and policies
across all locations of the Company and its subsidiaries.
Based on audit findings, relevant process owners/concerned
departments undertake corrective action, if any, in their
respective areas to strengthen the controls. Significant audit
observations and corrective actions thereon are reviewed by
the Audit Committee.

The Audit Committee reviews the adequacy and
effectiveness of Company’s Internal Controls and monitors
the implementation of audit recommendations.

Further, the Board of each of the Group Companies have
analyzed their business activities and processes and laid
down Internal Financial Controls which are adhered to by the
Group Companies.

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

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Pursuant to the requirements of Section 22 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 read with Rules thereunder, and

Rule 8(5)(x) of the Companies (Accounts) Rules, 2014 as
amended, the details of the complaints received, if any, are
as given below:

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/ Whistle
Blower Policy to enable directors, employees, vendors and
consultants to report genuine concerns in a confidential
manner. The Policy has been has widely circulated/ displayed
for the information and awareness of the concern.

The detailed process and functioning of this mechanism
has been more elaborately mentioned in the Whistle Blower
Policy which is available on the website of the Company at:
https://www.irb.co.in/home/Whistle-Blower-Policy.pdf.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION AND ANALYSIS REPORT

As required under the Listing Regulations, reports on the
Corporate Governance and Management Discussion and
Analysis form part of the Annual Report. A Certificate from
a Practicing Company Secretary on the compliance with
the provisions of Corporate Governance is annexed to the
Corporate Governance Report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial
standards issued by the Institute of Company Secretaries
of India.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026, as
required under Section 92 and Section 134 of the Companies
Act, 2013 read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 is available on the Company’s
website at www.irb.co.in.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the applicable provisions of the Companies
Act, 2013 read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
as amended, the Company has transferred the unclaimed or
un-encashed Interim dividend for financial year 2018-2019 to
the Investor Education and Protection Fund (IEPF) established
by the Central Government. Further, as per said rules, the
Company had transferred the shares on which dividend has
not been encashed or claimed by the shareholders for seven
consecutive years or more to the demat account of the IEPF
Authority. The Company has made available the complete
details of the concerned shareholders whose share(s) were
transferred to IEPF on its website at www.irb.co.in.

AUDITORS AND AUDITORS REPORT
STATUTORY AUDITORS

M/s M S K A & Associates, LLP, (Firm Registration No.
105047W) Chartered Accountants, Statutory Auditors of
the Company, were appointed as Joint Statutory Auditors of
the Company till the conclusion of the 29^th (Twenty Ninth)
Annual General Meeting to be held in the year 2027 as per
the provisions of Section 139 of the Companies Act, 2013.

M/s. Gokhale & Sathe (Firm Registration No. 103264W),
Chartered Accountants, Joint Statutory Auditors of the
Company, were re-appointed as Joint Statutory Auditors
of the Company for a second term of 5 (five) consecutive
years till the conclusion of the 27^th (Twenty Seventh) Annual
General Meeting of the Company. Accordingly, the tenure
of M/s. Gokhale & Sathe as Joint Statutory Auditors ended
end at the 27^th Annual General Meeting held during the
Financial Year.

The Statutory Auditor’s Report on the standalone and
consolidated financial statements of the Company for the
Financial Year ended March 31,2026, forms part of this Annual
Report and does not contain any qualification, reservation or
adverse remark.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules, 2014, as
amended, the Company has maintained cost audit records.

The Board of Directors has appointed Joshi Apte & Associates,
Practicing Cost Accountant (Firm Registration No. 00240)
to conduct an audit of the Company’s cost records for the
financial year 2026-27, at a remuneration of ' 3,00,000/-
(Rupees Three Lakh only) per annum excluding applicable
taxes. In compliance with the Companies Act, 2013, the
proposed remuneration payable to the cost auditor must be
ratified by the Members at a general meeting. Accordingly, a
Resolution seeking Member’s ratification for the remuneration
payable to M/s Joshi Apte & Associates, Cost Auditor is
included in the Notice of the ensuing Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and Regulation 24A of the
Listing Regulations, the Company at the 27^th Annual General
Meeting had appointed Mihen Halani & Associates, Practising
Company Secretaries (Membership No. FCS 9926), be and is
hereby appointed as the Secretarial Auditors of the Company,
for a term of five consecutive financial years commencing from
April 1,2025 till March 31,2030. The Secretarial Audit Report
for financial year 2025-26 is annexed herewith as “Annexure
C”. The Secretarial Auditor’s Report does not contains any
qualification, reservation, adverse remarks or disclaimer.

Modern Road Makers Private Limited, material subsidiary
of the Company had carried out the Secretarial Audit for

the Financial Year 2025-26 pursuant to section 204 of the
Companies Act, 2013 and Regulation 24A of the Listing
Regulations. The Secretarial Audit Report of Modern
Road Makers Private Limited submitted by Mihen Halani &
Associates, Practising Company Secretaries, is attached as
“Annexure D” to this Report.

IRB MP Expressway Private Limited, material subsidiary of the
Company had carried out the Secretarial Audit for the Financial
Year 2025-26 pursuant to section 204 of the Companies
Act, 2013 and Regulation 24A of the Listing Regulations.
The Secretarial Audit Report of IRB MP Expressway
Private Limited submitted by Mihen Halani & Associates,
Practising Company Secretaries in Practice is attached as
“Annexure E” to this Report.

DEPOSITS

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

RELATED PARTY TRANSACTIONS

All Contracts / arrangement / Transactions that were entered
into by the Company with Related Parties during the financial
year ended March 31, 2026, were in compliance with the
requirement of the Companies Act, 2013 and the Rules
framed thereunder and Listing Regulations.

A statement giving details of all Related Party Transactions is
placed before the Audit Committee and the Board of Directors
for their approval/ noting on a quarterly basis.

There are no materially significant Related Party Transactions
entered into by the Company with Promoters, Directors, Key
Managerial Personnel, which may have a potential conflict
with the interest of the Company at large.

As per applicable provisions of the Companies Act, 2013, the
details of contracts and arrangements with related parties in
Form AOC - 2 are annexed herewith as “Annexure F”. For
disclosure, more than 10% of annual turnover with related party
except wholly owned subsidiaries are considered material.

The policy on Related Party Transactions as approved by
the Board has been uploaded on the Company’s website
at: https://www.irb.co.in/home/investors-relations-code-
policies/.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

Except as already disclosed by the Company, there are no
other significant & material orders passed by the Regulators/
Courts which would impact the going concern status of the
Company and its future operations.

RISK MANAGEMENT POLICY

The Company has established a robust Risk Management
framework which is designed to effectively identify, assess,
monitor and mitigate various risks that may impact key

business objectives. Major risks identified across various
business and functions are systematically documented
through risk registers and are addressed through mitigating
actions on a continuing basis.

These risks and corresponding action are reviewed
and discussed at the meetings of the Risk Management
Committee, the Audit Committee and the Board of Directors,
as may deemed necessary.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge, belief and the information
and explanations obtained by them, your Directors makes
the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013:

a. that in the preparation of the annual financial statements
for the financial year ended March 31, 2026, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any;

b. that such accounting policies as mentioned in Note 3
of the Notes to the Financial Statements have been
selected and applied consistently and judgments and
estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of
affairs of the Company as at March 31, 2026 and of the
profit of the Company for the year ended on that date;

c. t hat proper and sufficient care has been taken for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared
on a going concern basis;

e. that proper internal financial controls were in place and
that the financial controls were adequate and were
operating effectively;

f. that systems to ensure compliance with the provisions
of all applicable laws were in place and were adequate
and operating effectively.

HUMAN RESOURCE MANAGEMENT

Our People: The Engine of Growth

At IRB, our people are at the centre of everything we do. Our
continued progress as a leader in Infrastructure Development
industry is driven by the commitment, capability, and integrity
of our workforce. We firmly believe that sustainable growth
and excellence are built on the strength of our people.

Learning & Development

In an environment shaped by evolving business models,
technological advancements and regulatory expectations,

continuous capability building has not only become a business
imperative but is also a major employee engagement driver.

At IRB, we focus on strengthening employee competencies
through a well-rounded approach that blends leadership
development, managerial effectiveness, technical proficiency,
and behavioural/competency training.

In addition to employee capability development initiatives,
we ensure adherence to all statutory and compliance-related
learning requirements. Employees regularly undergo trainings
such as Prevention of Sexual Harassment (POSH), Human
Rights, Anti-Bribery & Anti-Corruption (ABAC), Whistle Blower
policy and Code of Conduct, thereby reinforcing a culture of
ethics and accountability.

To encourage internal knowledge sharing, we have established
Gyanpeeth—a platform where a carefully selected pool of
employees who are subject matter experts in their sphere
of work conduct domain-specific sessions. This initiative has
facilitated the enhanced flow of practical, experience-based
learning across functions.

Our digital Learning Management System (LMS), accessible
conveniently through smartphones, has enabled learning
to reach employees across locations with greater flexibility.
Further, through partnerships with reputed external
institutions, we continue to bring industry-relevant knowledge
and best practices into the organisation.

Our development framework broadly covers:

• Leadership capability building

• Managerial development

• Functional and technical upskilling

• Behavioural and soft skills training

This integrated and wholesome approach ensures that
our employees remain well-equipped to meet the evolving
demands of their roles.

Employee Engagement & Wellness

We believe that a connected and engaged workforce is central
to organisational success. Across locations, employees get
together to celebrate cultural festivals such as Christmas,
Makar Sankranti, Ganesh Chaturthi, Navratri and Diwali, along
with national occasions like Independence Day and Republic
Day. These shared experiences foster a sense of belonging
and strengthen team cohesion.

We also marked International Yoga Day, reinforcing the
importance of physical and mental well-being. Celebrations
of International Women’s Day provided an opportunity to
recognise the contributions of our women employees and
reaffirm our commitment to diversity and inclusion. Apart from
this, the regular health check-ups are conducted at our Head
Office as well as Project Sites.

Through these initiatives, we aim to create an environment
where engagement goes beyond participation—building
deeper connections that translate into pride, loyalty, and
sustained performance.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility remains integral to IRB’s
philosophy and operations. We view it as a responsibility to
contribute meaningfully to society while creating long-term
value for stakeholders. Our CSR initiatives are guided by the
belief that responsible business practices strengthen trust
and support inclusive growth.

IRB Schools

One of our most impactful initiatives continues to be the IRB
Schools located in Tonk (Rajasthan) and Pathankot (Punjab).
These institutions provide free, quality education up to Class
8 for 630 children from economically weaker sections of
rural communities. The schools offer a well-rounded learning
environment with access to uniforms, books, digital tools,
science laboratories and sports facilities. Together, these
schools positively impact 64 villages, benefiting a population
of approximately 72,000 people.

Major highlights for FY 2025-26 include:

• 66 medals won at block and district-level sports
competitions

• 100% pass rate across both schools

• I nstallation of solar power systems, moving towards
environmentally sustainable “Green Schools”

• Community awareness initiatives covering road safety,
voter awareness, Swachh Bharat, environmental
conservation, water saving, and social campaigns such as
Beti Bachao Beti Padhao.

Other Important Initiatives

During the Financial year, we also extended financial support to
organisations working in critical areas such as rural healthcare,
agriculture, women and youth empowerment, animal welfare,
environmental protection and water conservation.

The Annual Report on CSR activities is annexed herewith as
“Annexure G”.

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as “Annexure H”.

Particulars of employee remuneration as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2)
and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the second proviso to Section 136(1) of the
Companies Act, 2013, the Annual Report excluding the said
information is being sent to the members of the Company. The
said information is available for inspection and any member
interested in obtaining such information may write to the
Company Secretary.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

As stipulated under the Listing Regulations, the Business
Responsibility & Sustainability Report describing the
initiatives taken by the Company from environmental, social
and governance perspective is attached as part of the Annual
Report as “Annexure I”.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

There was no earning in the foreign currency, while foreign
currency expenditure during the year was ' 53.07 Million.
Since the Company does not have any manufacturing facility,
the other particulars required to be provided in terms of
Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 are not applicable.

GENERAL DISCLOSURE:

No disclosure or reporting is required in respect of the
following matters as no transactions had taken place during
the year under review:

1. Issue of equity shares with differential rights as
to dividend, voting or otherwise or issue of sweat
equity shares.

2. There are no significant material changes and
commitments affecting the financial position of the
Company, which have occurred between the end of
the Financial Year of the company to which the financial
statements relate and the date of this Annual Report.

3. The Company has not issued any warrants, debentures
or any non-convertible securities.

4. The financial statements of the Company were
not revised.

5. No fraud has been reported by the Auditors to the Audit
Committee or the Board.

6. There was no application made/ proceeding pending
under the Insolvency and Bankruptcy Code, 2016.

7. There was no instance of one-time settlement with any
Bank or Financial Institution.

8. The Company has complied with the provisions relating
to the Maternity Benefit Act 1961.

conveys its appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution
to the Company’s growth.

For and on behalf of the Board of Directors

Virendra D. Mhaiskar
Chairman & Managing Director

Registered Office:

1101, Hiranandani Knowledge Park, 11^th Floor,

Technology Street, Hill Side Avenue,

Powai, Mumbai - 400076

Place: Mumbai
Date: August 26, 2026.