IRB Infrastructure Developers Ltd

Dear Stakeholders,

Your Directors have pleasure in presenting their 26^th report on the business and operations, along with the audited financial statements of your Company, for the year ended March 31, 2024.

(Amount in Rs Million)

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

On the basis of Consolidated Financials

During the year, IRB (hereinafter referred to as "your Group") earned total income of I 82,017.60 million as against the total income of I 67,033.14 million in previous year. Contract revenue increased from I 42,717.65 million for March 31, 2023 to I 49,647.24 million for year ended March 31, 2024. Toll revenues for March 31, 2024 had increased to I 23,877.01 million from I 20,432.67 million for March 31, 2023. Net profit before share of profit/(loss) from joint venture/exceptional items and tax stood at I 12,662.88 million against I 11,839.60 million for the previous financial year. Net profit before tax after share of loss from joint ventures and exceptional items stood at I 9,514.38 million against I 10,769.51 million for the previous financial year. Profit for the year ended March 31, 2024 stood at I 6,058.16 million as against I 7,200.11 million for the previous year.

On the basis of Standalone Financials

During the year, your Company earned total income of I 58,507.05 million for the year ended March 31, 2024. Profit before tax stood at I 9,037.56 million. Profit for the year ended March 31, 2024 stood at I 7,623.89 million, as against I 3,722.65 million for the previous year.

There is no change in the nature of business of the Company, during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

DIVIDEND

As per dividend policy of the Company, your Company has declared first interim dividend of I 0.10/- per share in October 2023, second interim dividend of I 0.10/- per share in January 2024 and third interim dividend of I 0.10/- per share in May 2024, aggregating to I 1,811.70 million as total dividend for FY24. The Board has not recommended any final dividend for the financial year 2023-24.

CREDIT RATING OF COMPANY

• India Ratings and Research (Ind-Ra) has affirmed Rating of ‘IND AA-'/ Stable/IND A1+ to the Company's Non-fund based bank facilities limits aggregating I 12,000 million and IND AA-/Stable to the NCDs of I 2,000 million and Term Loan of I 4,000 million.

• CRISIL Ratings has assigned CRISIL AA-/Stable rating (re-affirmed) on the long-term loan facilities of I 10,000 million and for Short Term facilities assigned the ratings as CRISIL A1+ (re-affirmed) for I 12,000 million. Further, for I 258 crore non-convertible debentures CRISIL assigned rating of CRISIL AA-/Stable.

• Acuite Ratings & Research Limited has reaffirmed its ‘ACUITE AA-/Stable' rating to the NCDs of I 3,500 million.

• Fitch Ratings has affirmed the International Long-Term Issuer Default Rating on IRB Infrastructure Developers Limited's at ‘BB+' and has assigned a final rating of ‘BB+' to the USD 540 million Senior Secured partially amortising notes due 2032 issued by IRB Infrastructure Developers Limited (BB+/Stable).

• Moody's has assigned a rating of ‘Ba2' to the Senior Secured US Dollar Notes issued by IRB Infrastructure Developers Limited.

Change in the capital structure of the Company

During the year there has been no change in share capital structure of the Company. The equity share capital structure of the Company as on March 31, 2024 is as follows:

Authorised Share Capital:

I 6,15,00,00,000/- consisting of 6,15,00,00,000 equity shares of face value of I 1/- each fully paid.

Issued, Subscribed & paid up capital:

I 6,03,90,00,000/- consisting of 6,03,90,00,000 equity shares of face value of I 1/- each fully paid.

DEBT SECURITIES

During the year, the Company has not issued and allotted Non-convertible debentures (‘NCDs'). Further, the Company on March 12, 2024, has pre-maturely redeemed 218,455 unrated, unlisted, secured, redeemable NCDs (INE821I07094) issued to India Toll Roads and on March 30, 2024, had re- purchased 3,500 rated, listed, secured, redeemable NCDs (INE821I07102) issued to IDBI Bank Limited.

As on March 31, 2024, the Company has following Outstanding Non-convertible debentures issued by the company on private placement basis as under:

* As on March 31, 2024 face value of Secured, Redeemable, Listed, Rated Non-Convertible Debentures was I 5,20,000/- each. The Face value is partially redeemed on quarterly basis.

SENIOR SECURED NOTES

During the year, the Company has issued and allotted Reg S/Rule 144A US$ 540,000,000 7.11% Senior Secured Notes due 2032 having a weighted average life of 7.25 years with the final maturity date of March 11, 2032 and a coupon of 7.11% p.a. fixed rate in semi-annual instalments (reoffer yield: 7.125%; reoffer price: 99.917%)

BORROWINGS

As on March 31, 2024, your Company's (Standalone) fund based facilities availed stood at I 59,235.28 million and non- fund based credit facilities availed stood at I 4,322.98 million.

UPDATE ON PROJECT SPV'S OF THE COMPANY

IRB INFRASTRUCTURE TRUST

Your Company is the Sponsor and the Project Manager of IRB Infrastructure Trust ("Private Trust/Private 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 Trust. During the year, MMK has carried out its obligations under Investment Management Agreement entered into with the Private Trust and earned management fee of I 124 million.

During the period under review, the Company has implemented the below mentioned projects through the Company's associate viz. IRB Infrastructure Trust. Accordingly, the Private Trust owns, operates and maintains a portfolio of 15 toll-road assets in the states of Maharashtra, Gujarat, Uttar Pradesh, Rajasthan, Karnataka, Haryana, West Bengal, Telangana and Madhya Pradesh in India. These toll roads are operated and maintained pursuant to concessions awarded by the NHAI or other concerned concessioning authority(ies). The Trust has listed its units with National Stock Exchange of India Limited w.e.f. April 3, 2023.

1. Implementation of Hyderabad Outer Ring Road TOT Project (SPV - IRB Golconda Expressway Private Limited) through the Company's Associate viz. IRB Infrastructure Trust ("the Trust"). The Company is the Sponsor of the Trust and holds 51% units of the Trust while 49% of the units are held by GIC Affiliates.

2. Implementation of Samakhiyali Santalpur BOT Project (SPV - Samakhiyali Tollway Private Limited), through the Company's Associate viz. IRB Infrastructure Trust ("the Trust"). The Company is the Sponsor of the Trust and holds 51% units of the Trust while 49% of the units are held by GIC Affiliates.

3. Implementation of four lane Lalitpur-Sagar- Lakhnadon of NH-44 (the "TOT-12 Project") [SPV - IRB Lalitpur Tollway Private Limited] and the Gwalior Jhansi section of NH-75 (New NH-44) and Kota Bypass and Cable Stay Bridge on NH-76 (New NH-27) - (the "TOT-13 Project") [SPVs - IRB Kota Tollway Private Limited and IRB Gwalior Tollway Private Limited through the Company's Associate viz. IRB Infrastructure Trust.

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

UPDATE ON PROJECT SPV'S OF IRB INFRASTRUCTURE TRUST

Summary of the updates on the Projects are as follows:

IRB INVIT FUND

Your Company is the Sponsor and the Project Manager of IRB InvIT Fund ("the Trust"). IRB Infrastructure Private Limited (IRBFL), subsidiary of the Company is the Investment Manager of the Trust. During the year, IRBFL has carried out its obligations under Investment Management Agreement entered into with the Trust and earned management fee of I 100 million.

The Company acting as the Project Manager of the Trust, had earlier received Work Orders for Operation & Maintenance (O&M) work of the Project SPVs of the Trust. The Company as the Project Manager has executed its obligations during FY24 toward O&M as per the Work Orders.

During the year under review, the Company has received total distribution of I 741.64 million (I 8.00 per unit comprised of I 6.80 per unit as Interest and I 0.90 per unit as Return of Capital and I 0.30 as dividend) from the Trust.

SUBSIDIARIES/ASSOCIATE/JOINT VENTURE COMPANIES/ENTITY

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

During the year under review, IRB Golconda Expressway Private Limited and Samakhiyali Tollway Private Limited ceased to be subsidiaries of the Company.

A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report.

In accordance with the Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.irb.co.in. Further, audited financial statements of each of the subsidiary companies have also been placed on the website of the Company, www.irb.co.in.

Retirement by Rotation:

Mr. Virendra D. Mhaiskar (DIN: 00183554), Chairman and Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

A detailed profile of Mr. Virendra D. Mhaiskar along with additional information required under Regulation 36(3) of the 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 reappointment for the approval of the shareholders.

Changes in the Directors during the year under review:

During the year under review Mr. Sunil Talati and Mr. Chandrashekhar Kaptan, had completed their second term as Independent Directors on March 31, 2024.

The Board placed on record its appreciation for the valuable contribution and guidance rendered by Mr. Sunil Talati and Mr. Chandrashekhar Kaptan as the Independent Director of the Company during their tenure.

Further, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company approved the appointment of Mr. Vijay N. Bhatt (DIN: 00751001) and Mr. Bajrang Lal Gupta (DIN: 07175777) as an Additional Independent Directors of the Company for a term of 5 years with effect from April 1, 2024 and the appointments was also approved by the Shareholders through postal ballot dated June 11, 2024.

On the basis of confirmation received by the Company, all Directors including Independent Directors appointed during the year have complied with the Code of Conduct adopted by the Company. Further, the Board also states that Independent Directors are person of integrity and have adequate experience to serve as an Independent Director of your Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the Board, the Independent Directors of the Company possess the requisite qualifications, experience (including proficiency), expertise and hold highest standards of integrity.

Key Managerial Personnel:

The Board has appointed Mr. Satinder Singh Rana as Chief Executive Officer (Corporate) with effect from January 31, 2024 and pursuant to a rejig in management of the Company, Mr. Dhananjay K. Joshi, CEO - Private InvIT will continue to look after the interests of Private InvIT business and also look after the business process pertaining to HR, IT, Admin and public relations for the company as a whole.

BOARD EVALUATION

The Nomination and Remuneration Committee has specified the manner of effective evaluation of performance of the Board, its Committees and individual Directors in accordance with the provisions of Section 178 of the Act.

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the Chairman and evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.

REMUNERATION POLICY

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

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

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.

MEETINGS

The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report.

The Composition of various committees of the Board of Directors is also provided in the Corporate Governance Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

The scope and authority of the Internal Audit is laid down by the Audit Committee and accordingly the Internal Audit Plan is approved. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners/concerned departments undertake corrective action, if any, in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

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 has carried out analysis of its business activities and processes carried out by them and laid down Internal Financial Controls which are adhered to by the Group Companies.

OTHER DISCLOSURE

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is provided as "Annexure C".

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy (SPOC Policy) for its directors, employees, vendors/consultants to report genuine concerns and has widely circulated/displayed the policy for the information of the concern. The functioning process of this mechanism has been more elaborately mentioned in the Whistle Blower Policy which can be accessed 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, 2024, 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 dividends for financial years 2016-2017 to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Further, as per said rules, the Company has transferred the shares on which dividend has not been encashed or claimed by the shareholders for seven consecutive years or more to the demat account of the IEPF Authority. The Company has made available the complete details of the concerned shareholders whose share(s) were transferred to IEPF on its website at www.irb.co.in.

STATUTORY AUDITORS

M/s M S K A & Associates, (Firm Registration No. 105047W) Chartered Accountants, Joint 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 27^th (Twenty Seventh) Annual General Meeting to be held in the year 2025.

The Statutory Auditor's Report on the standalone and consolidated financial statements of the Company for the Financial Year ended March 31, 2024, 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.

Your Directors have appointed M/s. Joshi Apte & Associates, Practicing Cost Accountant (Firm Registration No. 00240) to audit the cost accounts of the Company for the financial year 2024-25 on a remuneration of I 3,00,000/- (Rupees Three Lakh only) per annum excluding taxes. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Shareholder's ratification for the remuneration payable to M/s. Joshi Apte & Associates, Cost Auditor is included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mihen Halani & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for financial year 2023-24. The Secretarial Audit Report for financial year 2023-24 is annexed herewith as "Annexure D".

Modern Road Makers Private Limited, material subsidiary of the Company had carried out the Secretarial Audit for the Financial Year 2023-24 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 M/s. Mihen Halani & Associates, a firm of Company Secretaries in Practice, is attached as "Annexure E" to this Report.

Mhaiskar Infrastructure Private Limited, material subsidiary of the Company had carried out the Secretarial Audit for the Financial Year 2023-24 pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Mhaiskar Infrastructure Private Limited submitted by Mrs. Amita Karia, Practicing Company Secretary, is attached as "Annexure F" to this Report.

IRB MP Expressway Private Limited, material subsidiary of the Company had carried out the Secretarial Audit for the Financial Year 2023-24 pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations. The Secretarial Audit Report of IRB MP Expressway Private Limited submitted by M/s. Mihen Halani & Associates, a firm of Company Secretaries in Practice, is attached as "Annexure G" to this Report.

Meerut Budaun Expressway Limited, material subsidiary of the Company had carried out the Secretarial Audit for the Financial Year 2023-24 pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Meerut Budaun Expressway Limited submitted by M/s. Mihen Halani & Associates, a firm of Company Secretaries in Practice, is attached as "Annexure H" to this Report.

DEPOSITS

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

RELATED PARTY TRANSACTIONS

All Contracts/arrangement/Transactions that were entered into by the Company with Related Party during the financial year ended March 31, 2024 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 I".

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Excepts 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 in place a Risk Management framework which is designed to appropriately identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through risk registers and mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, the Audit Committee and the Board of Directors, as may be required.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) t hat such accounting policies as mentioned in Note 3 of the Notes to the Financial Statements have been selected and applied consistently and judgements 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, 2024 and of the profit of the Company for the year ended on that date;

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

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

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

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

HUMAN RESOURCE MANAGEMENT

At IRB, we believe that employees are truly the lifeblood of the organisation. They carry out the organisation's vision and build a strong foundation towards success. To ensure this, we select, hire and develop the right talent which is aligned to IRB's values, mission and vision. We believe that employee development leads to organisational progress. To develop our talent, we provide various trainings such as Technical skill-upgradation trainings (Basic & Advance Excel, Finance for Non-finance etc.), Behavioural Trainings (Self-awareness and Interpersonal Skills, Lakshya - Taking Ownership, Personal Effectiveness), Awareness Programmes on POSH, Anti-discrimination and Human Rights. We also conduct various employee engagement activities to ensure that the employees feel engaged at work and to strengthen the mental and emotional connect that they feel towards their work and the organisation. Our human resources' focus is on hiring the best talent and improving efficiencies with optimised cost. We continue to hire people with the right competencies to ensure efficient, timely and high quality execution of our projects.

CORPORATE SOCIAL RESPONSIBILITY

At IRB, we believe it is important to ensure the development of the society that we operate in. Education, health and fitness are the pioneers of a developed and progressive society. Thus, IRB focusses on these pioneers to ensure the development of society. We have taken the following initiatives for the development of our community.

IRB SCHOOLS

The best way to ensure social development is through Education. The Social Initiative of IRB Group provides free & quality education with an all-round development to the children of economically deprived sections of the society, in the rural areas where our road and other infrastructure facilities are supporting Nation building.

IRB Group through the two free School projects in Rajasthan and Punjab, has reached out to 64 catchment villages, with a combined population of 70,000 by providing quality education with an all-round development to 630 children. The progress and achievements of IRB Schools in the FY 2023-24 are briefly highlighted below:

• Passing Rate of Students in both schools for Class 5 and Class 8 Board Exams is 100%.

• Girls sports team of IRB School at Tonk, Rajasthan, was runners up in the District Sports Tournament with four girls selected for State Level Championship.

• The Sports team of IRB School, Pathankot, received 114 medals in various sports events at Block and District Levels.

• 53 students from Pathankot School participated at State Level Taekwondo/Judo/Karate.

Other Initiatives

• Financial Support provided to various foundations working towards providing better healthcare facilities in rural areas.

• Provided financial support to various institutions to ensure good quality education and necessary infrastructure to students.

• Participated in Swami Vivekanand Marathon 2023 to support causes of Education, Women Empowerment and Healthcare.

• Participated in the TATA Mumbai Marathon 2024 to support Women Empowerment in association with Population First (Laadli).

The Annual Report on CSR activities is annexed herewith as "Annexure J".

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 K".

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 L".

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

There was no earning in the foreign currency, while foreign currency outgo during the year was I 167.15 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 has 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 financial statements of the Company were not revised.

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

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

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India, Uttar Pradesh Expressways Industrial Development Authority, HMDA, Maharashtra State Road Development Corporation Limited, Maharashtra Industrial Development Corporation, Public Works Dept., various State Governments, Central Government for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, SEBI, BSE Limited, National Stock Exchange of India Limited, India International Exchange (IFSC) Limited, Depositories, Regulators, Financial Institutions and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support. The Company also looks forward to their support in future. Also, your Directors convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the Company's growth.