Indian Railway Finance Corporation Ltd

Dear Shareholders,

Your directors have the pleasure in presenting the 38^th Annual Report of the Company along with the Audited Financial Statements, Auditor's Report and review of the Accounts by the Comptroller & Auditor General of India for the financial year ended 31^st March 2025.

1. Financial Highlights

Rs ( in Crore)

Revenue from operations of your Company has increased by H 503.51 Crore from H 26,648.63 Crore in 2023- 24 to H 27,152.14 Crore in 2024-25, showing a growth of 1.89 %. Profit before Tax (PBT) of your Company for the year ended 31^st March 2025 was H 6,502.00 Crore as compared to H 6,412.11

Crore for the previous year, registering a growth of 1.40 %. Company has not made any provision for tax in its books pursuant to its decision to exercise the option of lower tax rate permitted u/s 115BAA of the Income Tax Act, 1961, as introduced by the Taxation Laws (Amendment) Ordinance, 2019 dated 20^th September, 2019. The Company's taxable income was nil and it did not have to pay Minimum Alternate Tax (MAT) with reference to its Book Profit. MAT payable u/s 115 JB was outside the ambit of the Section 115 BAA. Thus, on adoption of Section 115 BAA of the Income Tax Act, 1961, the Company was outside the scope and applicability of MAT provisions and there was a zero-tax liability in the financial year 2024-25.

Profit After Tax for the year ending 31^st March 2025 was H 6,502.00 Crore as compared to H 6,412.11 Crore for the previous year, registering a growth of 1.40 %.

Earnings Per Share (EPS) for the financial year ended March 31, 2025, was H 4.98 per share of face value of H 10/- each, as against EPS of H 4.91 per share in the previous financial year. Net worth of the Company as on March 31, 2025 stands at H 52,667.77 Crore

2. Dividend

Your Company seeks to strike a judicious balance between the return to the shareholders and retaining a reasonable portion of the profit to maintain a healthy financial leverage with a view to supporting and sustaining future borrowings and growth.

During FY 2024-25, the Board has declared the following interim dividends:

First Interim Dividend of 8% (i.e., H 0.80 per equity share having face value of H 10/- each for F.Y. 2024-25) at the Board meeting held on 04^th November 2024, which was paid on 27^th November 2024.

Second Interim Dividend of 8% (i.e., H0.80 per equity share having face value of H 10/- each for F.Y. 2024-25) at the Board meeting held on 17^th March 2025, which was paid on 27^th March 2025.

Accordingly, the total interim dividend for the financial year 2024–25 amounts to H 1.60 per equity share of H10/- each.

The total dividend paid during the FY 2024-25 amounts to H 3,005 Crore (Final Dividend FY 23-24, 1^st Interim Dividend and 2^nd Interim Dividend FY 24-25).

As per regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the top 1000 listed companies shall formulate a Dividend Distribution Policy.

The company has duly adopted the policy to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retained profits earned by the Company. The policy is also available on the Company's website at https://irfc.co.in/sites/default/files/inline-files/ DIVIDEND%20DISTRIBUTION%20POLICY_0.pdf. The details of unpaid/unclaimed amount of dividend as on 31^st March 2025 is as follows:

Further, Members are requested to note that, dividends if not encashed for a consecutive period of seven (7) years from the date of transfer to Unpaid/Unclaimed Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF") authority. The shares in respect of such unpaid/unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline.

Details of Unpaid/Unclaimed Dividend is also available on Company's website at https://irfc.co.in/investors/ financial-information.

3. Grant of "NAVRATNA" Status

IRFC has consistently demonstrated financial stability, operational efficiency, and strategic foresight, making it one of the trusted financing arm of the Railways. During Q4, 2024-25, the Government through Department of Public Enterprise (DPE) under the Ministry of Finance has conferred IRFC with the Prestigious "Navratna" Status. . Now, IRFC is the 26^th Navratna CPSE amongst the CPSEs.

4. Reserves

As per Section 45 - IC of the RBI Act, 1934, all NBFCs are required to create a Reserve equivalent to 20% of the net profit before declaration of dividend. Accordingly, 20% of the net profit of the Company amounting to H 1,300.40 Crore had been transferred to Reserve Fund u/s

Section 45 - IC of RBI Act, 1934 during the FY 2024-25.

5. Share Capital

As on 31^st March 2025, the Authorized Share Capital of the Company was H 25,000 Crore, consisting of 25,000,000,000

Equity Shares of H 10/- each. The issued and paid-up share capital of the Company was H 13,068.506 Crore, consisting of 13,068,506,000 Equity Shares of H 10/- each.

As on 31^st March 2025, 86.36% of the paid-up equity share capital of the Company comprising of 11,286,437,000 Equity Shares of H 10/- each was held by President of India acting through administrative ministry i.e., Ministry of Railways (MoR). The balance 13.64% of paid-up equity share capital was held by public shareholders. During the period under review, there was no change in authorized and paid-up share capital of the Company.

Based on market capitalization, the Company ranked among the top 100 listed companies on both the National Stock Exchange (NSE) and the BSE Limited (BSE) as on 31^st March 2025.

The Company continues to place strong emphasis on maintaining a robust internal policy framework aligned with its commitment to good governance, ethical conduct, and regulatory compliance.

During the year under review the Company undertook a comprehensive review of its policies to ensures that policies remain aligned and updated in line with regulatory amendments under the Companies Act, 2013, SEBI (LODR) Regulations, 2015, other applicable laws and regulatory provisions.

6. Independent Evaluators' Assessment

During the financial year 2024-25, the Company's long-term domestic borrowing programme was awarded the highest credit rating of "CARE AAA/Stable", "CRISIL AAA/ Stable" and "ICRA AAA/Stable''. ‘‘The Company also got its short-term borrowing programme rated, obtaining the highest rating of "CARE A1+", ‘‘CRISIL A1+'' and ‘‘ICRA A1+''.

During the financial year 2024-25, three international credit rating agencies - Standard & Poor's, Moody's and Fitch - have awarded "BBB- with Positive Outlook", "Baa3 with Stable Outlook" and "BBB- with Stable Outlook" ratings respectively to your Company. Besides, the Company obtained an issuer specific credit rating of "BBB+ with Stable Outlook" from the Japanese Credit Rating Agency. Each of the four credit ratings is equivalent to India's sovereign rating and is of investment grade.

The Company enters Memorandum of Understanding (MoU) with Ministry of Railways (MoR) every year wherein Company is evaluated on various financial and non- financial parameters. Based on its performance, the Company has been rated ‘Excellent ' by the Department of Public Enterprises (DPE) for the year 2023-24.

The company has executed MoU for Financial Year 2024-25 with MoR on 14^th September, 2023. For leasing of Project Assets, there is an initial Moratorium period of 5 years and MoR is not required to pay the lease rent in moratorium period. Further, during the moratorium period company recognises on annual basis the finance cost as disbursement which gets added to the AUM of the company.

During the year 2024-25, the company has accordingly considered H14,272.72 Crores as disbursement to MoR &

H731.27 Crores to others. Basis above, company has achieved 99.96% in respect of parameter Loans Disbursed to Total Funds Available. Further, there were no Overdue loans to Total Loans and NPA to Total Loans. Also, Cost of raising funds through Bonds as compared to similarly rated CPSEs/ entities is 13 bps lower.

7. Market Borrowings during 2024-25

The Board of Directors had approved borrowing limit of H50,000 Crore for FY 2024-25 for meeting the funding requirement of Indian Railways, if any, new business activities, refinancing of existing loans and for other general corporate purposes.

During the FY 2024-25 an amount of H32,617.30 Crore was raised for committed liabilities, refinancing of existing loans, retiring high-cost debt and for other general corporate purposes.

Borrowings during the year include Taxable Bonds worth H27,240 Crore (Previous year H22,940 Crore), Rupee

Term Loans of H3,500 Crore (previous year H5,980 Crore) and 54EC bonds of H1,877.30 Crore (previous year H2,064.34 Crore).

The Company received approval from the Ministry of Finance for the issuance of 54EC Capital Gain Bonds in October 2017. In FY 2024–25, the Company mobilized H1,877.30 Crore through 54EC Bonds.

The company had also prepaid high cost long term loan of H 29,200 Crore from lower rate borrowings. The average cost of incremental medium & long-term borrowing during the year was 7.07% p.a. payable semi-annually.

8. Disbursements

Company is taking several strategic steps to diversify its lending portfolio. During the FY 2024-25, company started funding for projects other than MoR under its mandate of financing for activities having forward and backward linkages with railways. Disbursement to MoR: During the FY 2024-25, no disbursement was made to MoR due to ‘NIL' target allocation for the year.

Disbursement to Other than MoR: Disbursement made were as follows:

Disbursed H 31.27 Crore to NTPC under Finance Lease for Bogie Open Bottom Rapid (BOBR) rakes under General-Purpose Wagon Investment Scheme (GPWIS) of MoR to NTPC. This was the company's maiden project under its business diversification plan outside MoR.

Disbursed H 700 Crore to NTPC Renewable Energy Limited which is having Power Purchase Arrangement (PPA) signed with MoR for supply of green energy. Also, during the year under review Company: -

Has been Declared the lowest bidder to finance H 3,167 Crore loan for Patratu Vidyut Utpadan Nigam Limited (PVUNL), a subsidiary of NTPC to finance the development of the Banhardih Coal Block in Jharkhand for coal transportation through Indian Railways.

Signed MoU with REMC Limited (JV of Indian Railways and RITES to procure economical conventional/ Renewable power for Railways) for collaborating to explore financing options for the Renewable Energy (RE) projects to be awarded by REMC Limited for supply of RE to Indian Railways as well as for collaborating for financing Thermal/Nuclear /Renewable power projects set up under captive model through a JV between IR and other entities.

9. Redemption of Bonds / Repayment of Loans

During the year, the Company redeemed Bonds amounting to H 2,554.25 Crore and External Commercial Borrowings

(ECB) of H 4,144.22 Crore. The Company also prepaid long term loans of H 29,200 Crore during the year. The Company continues to maintain its impeccable track record of servicing its debt in time.

The details are given in Management Discussion and Analysis.

Your Company is registered as a Systemically Important Non-Deposit Taking Non- Banking Finance Company with the Reserve Bank of India. Being a Government NBFC, your Company was exempted from the prudential norms prescribed by Reserve Bank of India for NBFC-ND-SI, as contained in the Master Directions issued vide Notification No. DNBR.008/ CGM(CDS)-2015, dated 27^th March, 2015. The exemption was withdrawn by Reserve Bank of India from 31^st May, 2018. However, the Company has obtained exemption from Reserve Bank of India from the asset classification, income recognition, credit concentration and provisioning norms on the direct exposure to Ministry of Railways, Govt. of India vide RBI letter dated 21^st December, 2018. The Company has also obtained relaxation in respect of lending limit applicable to Railway CPSEs from 20% of its owned funds to 100% of its owned funds. As such, the Company has complied with the applicable prudential norms.

The company has got an exemption from RBI from applicability of Liquidity Coverage Ratio (LCR) norms.

RBI has issued new Master Direction -Reserve Bank of India (Non-Banking Financial Company -Scale Based Regulation) Directions, 2023 on 19.10.2023 (referred as RBI Master Directions dated 19.10.2023 as amended).

RBI has clarified all approvals/acknowledgements given under Circulars/Directions mentioned in the repealed list as provided in section XI of ‘the new Directions' shall be deemed as given under ‘the new Directions'. Notwithstanding such repeal, any action taken/purported to have been taken or initiated under the instructions/guidelines having repealed shall continue to be guided by the provisions of said instructions/guidelines.

As you are aware, the financial relationship of the Company with the Ministry of Railways is based on a Financial Lease arrangement which is regulated by a standard lease agreement. During the year, lease agreement for the project assets funded under EBR IF 2018-19 is executed. Also, the process to execute the lease agreement for EBR IF 2019-20 has been initiated following the completion of the moratorium, effective from 24^th March 2025.

Board has authorized the Company to borrow funds amounting to H 60,000 Crore as may be required during FY 2025-26 for meeting the funding requirement of Indian Railways, if any, new business activities, Committed Liabilities refinancing of existing loans and for other general corporate purposes.

Management Discussion and Analysis, forming part of the Directors' Report given at ANNEXURE- I.

The Government considers good corporate governance practices a sine qua non for sustainable business that aims at generating long term value for its shareholders and all other stakeholders. Accordingly, it has been laying increasing emphasis upon development of best corporate governance practices amongst Central Public Sector Enterprises (CPSEs). In pursuance of this philosophy, your Company continues to comply with the ‘Guidelines on Corporate Governance for Central Public Sector Enterprises' issued by Government of India, Department of Public Enterprises (DPE). Your Company's Equity as well as Non-Convertible Debt Securities are listed on the stock exchanges and Company has complied with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31^st March 2025, there were 4 (four) Directors on the Board of the Company. The Board comprises of a Chairman & Managing Director and CEO, Director (Finance) and Two Government Nominee Director(s). As on the date of this Report, the Board of Directors comprised of 5 (Five) Directors, with 2 (Two) Executive Directors, 2 (Two) Non- Executive Directors (Govt. Nominees) and 1 (One) Non- Official Independent Director. The Company does not have the prescribed number of Independent Directors on its Board in compliance of the Regulation 17(1) (a) of SEBI (LODR) Regulations 2015, specifying the composition of Board of Directors. Being CPSE, the power to appoint Directors vests with Government of India through Ministry of Railways (MoR) and Company has no role to play in it. The Company has already requested MoR for appointment of requisite number of Independent Directors. Report on Corporate Governance is enclosed asANNEXURE- II forming part of this report.

The Business Responsibility & Sustainability Report, as stipulated under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in ANNEXURE-III and forms part of this Report.

Activities relating to Corporate Social Responsibility (CSR) have become an integral part of Company's operations. In terms of Section 135 of the Companies Act, 2013 (the Act), read with Schedule VII thereof and Companies (Corporate Social responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee (the "Committee") comprising of Chairman & Managing Director, Director (Finance) and One Government Nominee Director as on 31^st March 2025. As per the Act, Company is required to spend at least two (2) percent of the average of its net profits of the immediately three preceding financial years on CSR activities. The Department of Public Enterprises (DPE) has also issued guidelines in this regard which, inter alia, require the Central Public Sector Enterprises (CPSEs) to frame a ‘CSR and Sustainability Policy'. The ‘CSR and Sustainability Policy' of the Company is in place and the same has also been hosted on the website at https:// irfc.co.in/sites/default/files/inline-files/CSR%20POLICY. pdf. The Company, like in the past, has undertaken activities for CSR and Sustainable Development, details of which, are given hereunder: During the financial year 2024-25, the Company was required to spend H 125.58 Crore, being 2% of its average net profits for the last three financial years. The Company has approved a total of 52 projects with a total outlay of H 125.58 Crore.

Whereas the amount allocated towards ongoing projects amounting to H 124.47 Crore would be disbursed on receipt of bills/claims from the implementing agencies in future and the same amount has been transferred to the ‘CSR Unspent Account' maintained with Scheduled Bank in terms of section 135(6) of the Companies Act, 2013. The details of CSR activities as required under the Companies Act for the financial year 2024-25 is annexed at ANNEXURE - IV.

For the financial year 2025-26, the Company would be required to spend approx. H 128 Crore. The details of all the projects/ activities will be provided in the next Annual Report.

As required under Section 134(3)(c) of the Companies Act, 2013, it is confirmed that: a) In the preparation of the annual accounts for the year ended 31^st March 2025, the applicable Indian Accounting Standards have been followed and there are no material departures; b) such accounting policies have been re-drafted taking into account the Ind-AS, judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; c) Proper and sufficient care has been taken for 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 or other irregularities; and d) the Annual accounts have been prepared on ‘going concern' basis; e) Had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

At IRFC we believe in a strong value system and best HR practices to enhance and improve our capabilities and achieve the organizational objectives. As of 31^st March 2025, the total manpower of the Company stood at 45. To strengthen the existing workforce, the Company inducted two Executives and one Executive on deputation during the financial year 2024–25. Women comprised 20% of the total workforce as on 31^st March 2025. The Company continues to maintain high level of employee productivity and efficiency as reflected in its low overhead to turnover ratio of less than 0.10%.

Your Company provides equal growth opportunities for the women in line with Govt. of India philosophy on the subject. Being a lean organization, where Company has 45 employees, women representation has grown across hierarchical levels. Thus, Women constituted 20% of its total workforce as on 31^st March 2025. As per Govt. of India directives and guidelines from time-to-time, IRFC ensures the welfare of women employees.

The Company has an Internal Complaints Committee (ICC) to examine the case related to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The complaints received by the committee are being dealt in line with the provisions of the Act. Details of complaints in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the year under review is as follows: -

In order to enhance the skills, capabilities and knowledge of employees, a well-defined Training and Development Policy for below board level executives and non-executives is in place. Employee training and development is an essential element of the Company's strategy. During the year 2024-25, the Company imparted training to 45 of its employees through various training programmes and workshops including inhouse trainings. These initiatives enabled the Company to achieve 51 training man days/357 Hrs.

The Company takes care of health and well-being of its employees by reimbursing in-patient and out-patient medical costs, provision for leaves on medical grounds, rehabilitation policy in case of death or permanent disability, which are applicable for all employees.

19.5 Your Company complies with the provisions relating to Maternity Benefit Act, 1961.

The Company recognises that employee engagement in sporting activities plays a vital role in fostering harmony, inclusiveness, and team spirit within the organisation. As part of its employee well-being initiatives, the Company continues to integrate sports and recreational activities into its workplace culture to support holistic employee development and create a more vibrant organisational environment. IRFC organized its Annual Sports Day 2024-25 on March 28, 2025, wherein the employees of the Company across various departments have participated in various sports activities that fostered team spirt and workplace camaraderie.

To promote fair and equitable employment relationship, a scheme for Grievance Redressal of employees is also in place which ensures a time bound redressal of grievances.

M/s O.P. Totla & Company, Chartered Accountants, have been appointed as Statutory Auditors by Comptroller & Auditor General of India to audit the accounts of the Company for the financial year 2024-25.

The Comptroller & Auditor General of India has undertaken supplementary audit on accounts of the Company for the year ended 31^st March 2025 and have Nil comments for the year ended 31^st March, 2025.

M/s Akhil Rohatgi and Company, Practicing Company Secretaries, were appointed as Secretarial Auditors for carrying out Secretarial Audit of the Company for the Financial year 2024-25. In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, they have issued Secretarial Audit Report for the Financial year 2024-25 and the same is annexed to this Report as ANNEXURE-V.

In compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the details of Debenture Trustees appointed by the Company for different series of its bonds / debentures issued from time to time, are given in Corporate Governance Report which is enclosed as ANNEXURE-II.

The details of number of meetings of the Board are given in Corporate Governance Report which is enclosed as ANNEXURE-II.

Independent Directors of the Company have given a declaration that they meet the criteria of Independence, as laid down under Section 149 (6) of the Act, SEBI (LODR) Regulations, 2015 and DPE Guidelines on Corporate Governance for CPSEs.

Further, the Independent Directors of the Company are nominated / appointed by the President of India acting through the administrative ministry, i.e., Ministry of Railways (MoR). Accordingly, the appointing authority considers the integrity, expertise and experience of the individual to be nominated / appointed.

There were no material changes and commitments affecting financial position of the Company during the year under review 01.04.2024 to 31.03.2025

Information on composition, terms of reference and number of meetings of the Board and its Committees held during the year, establishment of Vigil Mechanism/ Whistle Blower Policy and weblinks for familiarization Programmes of Directors, Policy on Related Party Transactions, Remuneration paid to Functional Directors and Key Managerial Personnel, sitting fees to Directors and details regarding IEPF etc. have been provided in the ‘Report on Corporate Governance', prepared in compliance with the provisions of SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015 and DPE Guidelines on Corporate Governance, 2010, as amended from time to time, which forms part of this Annual Report.

The details are given in Management Discussion and Analysis.

The details pertaining to the Audit Committee are included in the Corporate Governance Report, which is enclosed as ANNEXURE-II.

Your Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The requisite Certificate received from the Secretarial Auditors of the Company, M/s Akhil Rohatgi and Company, Practicing Company Secretaries, in respect of compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read with Clause E of Schedule V of the SEBI (LODR) Regulations, 2015, is attached as ANNEXURE-VI and forms part of the Annual Report.

The details are given in Management Discussion and Analysis. Further, the Company is having a Risk Management Committee ("RMC") of its directors in place, for monitoring the integrated risks of the Company. The details pertaining to Risk Management Committee are included in the Corporate Governance Report, which is enclosed as ANNEXURE-II.

RBI vide its circular February 3, 2021, had mandated the Risk Based Internal Audit (RBIA) framework for all non- deposit taking NBFCs with asset size of H 5000 Crore and above. In line with the RBI notification, Risk Based Internal Audit (RBIA) policy has been formulated and approved by the Board of Directors. RBIA will help the organization to identify the risks and address them based on the risk priority and direction provided by the Board. A firm of Chartered Accountant has been appointed as an expert to assist the Risk Based Internal Audit. The scope of RBIA is well defined and is very exhaustive to take care of all functions and business of the Company depending upon the risk assessment and control environment. Based on RBIA report, steps are taken at regular intervals to further strengthen the existing systems and procedures.

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

The particulars of the transactions with related parties have been disclosed in the financial statements.

The Company has not issued any stock options to the Directors or any employee of the Company.

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

The Company is in compliance with the relevant provisions of the Foreign Exchange Management Act, 1999 pertaining to external commercial borrowing and derivatives.

The extract of Annual Return is given in ANNEXURE-VII which forms part of this report. After filing of the annual return for FY 2024- 25 with MCA, the same will be uploaded on website of the Company at https://irfc.co.in/.

Declaration by CEO on compliance of the "Code of Business Conduct and Ethics for Board Members and Senior Management" for the year 2024-25 is placed at ANNEXURE-VIII.

As required under Regulation 17 (8) of the SEBI (LODR) Regulations, 2015, the Compliance Certificate as specified in Part B of Schedule II of the said Regulation duly signed by Shri Manoj Kumar Dubey, Chairman & Managing Director & CEO and Shri Sunil Kumar Goel, Chief Financial Officer (CFO) was placed before the Board of Directors in their Meeting held on 28^th April, 2025. The same is enclosed as ANNEXURE-IX.

Since IRFC is a Government Company, provisions of section 197 are not applicable. Hence, the details have not been given.

The Company has not accepted any fixed deposits during the period under review and the Board of Directors has passed requisite resolution in this regard, in compliance of RBI guidelines.

The Central Government has not prescribed the maintenance of cost records for the products/services of the Company under the Companies (Cost Records and Audit) Rules, 2014 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 prescribed by the Central Government under Section 148 of the Companies Act, 2013. Accordingly, cost accounts and records are not required to be maintained by the Company.

Pursuant to the Provision of Section 134(3)(m) of the Companies Act, 2013, in respect of Conservation of Energy and Technology absorption, following steps have been taken by your Company: -

To save power, the Company purchases LED/ LCD monitors while replacing the old monitors. Employees are encouraged to keep their gadgets in power saving mode, wherever possible. The Company now replaces its old electrical items, gadgets, etc. with power efficient units. The internal lightning of office by energy- efficient LED lights has helped to conserve electricity.

Your Company has put in place Comprehensive Risk Management policy to manage risks associated with foreign currency borrowings. The Company enters into hedging transactions to cover exchange rate and interest rate risk through various instruments like forwards and swaps. Details of Foreign exchange earnings & outgo have been given in the Notes to Accounts.

This is not applicable, as IRFC is engaged only in financing activities.

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board's Report.

There was no change in the nature of business of the Company during the financial year 2024-25.

There are no Subsidiaries, joint ventures, or associate companies during the year 2024-25.

There was no application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

There was no such instance of either settlement or loan from Bank or Financial Institution during the year under review.

Your Company has in place, a Manual for Procurement of Goods, Services and Works, which provides guidelines to expedite decision making process by way of consolidating, simplifying and streamlining the various steps to be followed in the process of award of contracts from the procurement of goods, works & services as well as during its implementation on the ground.

The procurement from MSEs complies to Public Procurement Policy during the financial year 2024-25 as placed below:

(Rs in Crore)

Ministry of Railways have nominated a part time Chief Vigilance Officer (CVO). The CVO carries out internal scrutiny of the activities on random basis to ensure compliance with the laid down CVC guidelines and procedures. During the vigilance awareness week preventive vigilance workshops were also conducted for the benefit of employees of IRFC. These workshops inter-alia cover contract management, provision of CDA Rules, compliances of rules and policies, deliberations of case studies etc., such workshops have ensured that best ethical practices are followed in the organization.

The Company has observed Vigilance Awareness Week in 2024-25 from 28^th October, 2024 to 3^rd November, 2024, on the theme "Culture of Integrity for Nation's Prosperity", in line with the circular issued in this regard by the Central Vigilance Commission. All employees were administered an Integrity Pledge, to spread awareness about vigilance amongst the employees, as well as public at large.

The official language implementation committee of the Company meets every quarter to monitor and review the progress made for achieving the targets fixed in Annual Program issued by the official language department Ministry of Home Affairs, Government of India. Effective measures were taken to bring out progressively higher use of Hindi in day-to-day working of the Company. Hindi workshops / trainings are regularly organized and for these employees are sponsored for the trainings/workshops.

Hindi week was observed in your Company from 17^th September 2024 to 20^th September, 2024 to motivate the employees for the progressive use of Hindi in their day to- day work. Several competitions / programmes were organized to encourage the employees to work in Hindi and create a conducive atmosphere. The participants were accordingly awarded. Further, cash award was also given to employees making most extensive use of Hindi in their day-to-day official work under the Government scheme.

The official website of your Company exists in bilingual form and contains all information of interest to its stakeholders.

Company has not received any Presidential Directive during the year.

The Government of India's instructions on Right to Information Act, 2005 is being complied with. All relevant information has been hosted on the Company's website.

Being a Government Company, the power to appoint Directors on the Board of the Company is vested with the President of India acting through the Ministry of Railways (MoR), Government of India. Being a CPSE, the remuneration of Functional Directors, Key Managerial Personnel and other employees of the Company, including Senior Management Personnel, is determined as per the extant guidelines on pay, perquisites, allowances etc. issued by the Department of Public Enterprises (DPE) and/or Government of India from time to time. The sitting fee paid to Non- Official/ Independent Directors for attending the meetings of Board and Committees thereof, are within the limits prescribed under the Companies Act, 2013. The Government Nominee Director is not entitled to receive any remuneration or sitting fee from the Company, as per the norms of Government of India.

Details of remuneration and sitting fees paid to Directors are appearing in the ‘Report on Corporate Governance' annexed to this Report.

Pursuant to Section 203 of the Companies Act, 2013, the Board of Directors of the Company has designated the Chairman and Managing Director as CEO, Director (Finance), Group General Manager (Finance) as CFO, and Company Secretary (CS) as Key Managerial Personnel (KMPs) of the Company. Being a Government Company, the role of CEO is being performed by Chairman and Managing Director (CMD) and the role of CFO is performed by Group General Manager (Finance) of the Company.

The Changes in Directors & KMP during & after the year are brought out below: -

1. Ms. Uma Ranade, IRAS, AM (Budget), Railway Board has been entrusted with the additional charge of post of Chairman and Managing Director from 27^th March 2024 to 31^st July 2024.

2. Smt. Usha Venugopal, IRAS (2024), has been entrusted with the additional charge of the post of Chairman & Managing Director (CMD), IRFC, in addition to her own, from 01^st August 2024 and relinquished the additional charge of CMD, IRFC, on 10^th October 2024, following the appointment of Shri Manoj Kumar Dubey as Chairman and Managing Director, and also as CEO.

3. Shri. Manoj Kumar Dubey has been appointed as Chairman and Managing Director, and also as CEO of the Company/IRFC by Board of Directors for a period of five years with effect from the date of his assumption of charge of the post, or until further orders, whichever is earlier. He assumed charge of the post of CMD, IRFC, with effect from 10^th October 2024.

4. Shri Bhaskar Choradia (DIN:08975719) has relinquished the charge of post of EDF/B, Railway Board on 15^th April 2024. Accordingly, he has ceased to hold the office of Part-time Government Director on the Board of lRFC w.e.f. 15^th April 2024.

5. Shri. Abhishek Kumar, Executive Director Finance (Budget), Railway Board, has been appointed as Part- time Government Director on the Board of the IRFC/ Company with effect from 29^th May 2024, till he holds the post of Executive Director Finance (Budget), Railway Board or further orders whichever is earlier.

6. Shri Vallabhbhai Maneklal Patel, Non -Official Director (Independent Director) and Smt. Sheela Pandit, Non -Official Director (Independent Director) ceased to be Independent Directors of the Company with effect from 9^th November 2024 on completion of their tenure.

7. Shri Vallabhbhai Maneklal Patel (DIN: 07713055) has been co-opted as Non-official Independent Director on the Board of the Company w.e.f. 16^th April 2025.

8. Ms. Shelly Verma (DIN: 06629871), who hold the post of Director (Finance), IRFC has superannuated from the services of the Company on 30^th April 2025 and accordingly, has ceased to be a Director and Key Managerial Personnel of IRFC with effect from 1^st May 2025.

9. Shri Randhir Sahay, IRAS, Executive Director Finance (S), Railway Board, has been entrusted the additional charge of the post of Director (Finance) in addition to his own, with effect from 01^st May 2025 due to superannuation of Ms. Shelly Verma on 30^th April 2025.

In accordance with the provisions of the Companies Act, 2013 and Article 210 of the Articles of Association of the Company, Shri Abhishek Kumar (DIN: 10644411), Govt. Nominee Director shall retire by rotation at the ensuing 38^th Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Further, pursuant to Regulation 17(1C) of SEBI Listing Regulations, the appointment of Shri Manoj Kumar Dubey as Chairman & Managing Director & CEO, Shri. Randhir Sahay as Director (Finance) (Addnl. Charge) & CFO and Shri Vallabhbhai Maneklal Patel as Non-official Independent Director is also being submitted to the shareholders for approval. The Board recommends their re-appointment/appointment.

Brief resume and other particulars of Shri Abhishek Kumar, Shri. Manoj Kumar Dubey, Shri. Randhir Sahay and Shri. Vallabhbhai Maneklal Patel are annexed to the Notice of AGM forming part of this Annual Report.

As per the statutory provisions, a listed company is required to disclose in its Board's Report, a statement indicating the manner in which formal annual evaluation of the performance of the Board, its committees and individual Directors has been made and the criteria for performance evaluation of its Independent Directors, as laid down by the Nomination & Remuneration Committee.

However, the Ministry of Corporate Affairs ("MCA") vide its notification dated June 5, 2015, has, inter-alia, exempted Government companies from the above requirement. Directors are evaluated by the Ministry or Department of the Central Government, which is administratively in charge of the company, as per its own evaluation methodology. Further, MCA vide notification dated July 5, 2017, also prescribed that the provisions relating to review of performance of Independent Directors and evaluation mechanism prescribed in Schedule IV of the Companies Act, 2013, is not applicable to Government companies.

Accordingly, being a government company, IRFC is, inter alia, exempted in terms of the above notifications, as the evaluation of performance of all members of the Board of the Company is being done by the administrative ministry i.e., the Ministry of Railways and/or by the Department of Public Enterprises (DPE).

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report etc. through electronic means to its members at their registered email addresses. As a responsible corporate citizen, the Company has actively supported the implementation of ‘Green Initiative' of the Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to shareholders, whose email ids are registered. The intimation of dividend (interim/ final) is also being sent electronically to such shareholders. Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in Notice of Annual General Meeting (AGM). The Company will also be conducting the AGM this year through video conferencing / other audio-visual means. Members can refer to the detailed instructions for e-voting and electronic participation in the AGM, as provided in the Notice of AGM. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail addresses with the Registrar and Share Transfer Agent (R&TA) of the Company or their respective Depository Participant (DP) and take part in the green initiative.

Your Company is grateful to the Ministry of Railways, Ministry of Finance, Ministry of Corporate Affairs, Public Enterprises Selection Board, Department of Public Enterprises, National Informatics Centre, other Departments of the Government, Securities and Exchange Board of India and the Reserve Bank of India, for their co-operation, assistance, active and timely support, and guidance rendered from time to time. The Company is also thankful to all its Shareholders, Bondholders, Banks, Financial Institutions, Arrangers, Registrar and Transfer Agents, Bond Holders Trustees, National Stock Exchange of India Limited, BSE Limited and other stakeholders for reposing their confidence and trust in the Company. The Company looks forward to their continued support for sustaining its excellent performance levels. The Company expresses gratitude to the Comptroller & Auditor General of India, the Statutory Auditors, Secretarial Auditors and the Internal Auditors for their valuable support and guidance. The Board of Directors express their deep appreciation in recognition of the valuable contribution made by the Company's small team of officers and employees, which has enabled the Company to successfully meet the funding targets set by the Ministry of Railways, while consolidating its position as one of the most vibrant public financial institutions in the country.