Ircon International Ltd

To the Members,

The Board of Directors of your Company are pleased to present the 48th Annual Report of your company for the financial year ended March 31, 2024. This report provides a comprehensive overview of the Company's performance, including a summary of financial results and key highlights concerning the financial performance for the period ended March 31, 2024.

FINANCIAL RESULTS

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

FINANCIAL HIGHLIGHTS

Your Company has achieved highest ever total income of ' 12,387.85 Crore during FY 2023-24, compared to ' 10,261.63 Crore in FY 2022- 23, representing an increase of approximately 20.72%.

Furthermore, the operating turnover of the Company for FY 2023-24 has a rise of 20.45%, reaching ' 11,950.40 Crore, compared to ' 9,921.20 Crore in FY 2022-23. [This growth can be attributed to a healthy order book and efficient execution of projects].

Profit Before Tax (PBT) for FY 2023-24 reached ? 1,155.54 Crore, with an increase of 30.84% compared to ' 883.19 Crore in FY 2022-23. Similarly, the Profit After Tax (PAT) has reached to ' 862.90 Crore in FY 2023-24, shown a growth of 11.08% from ' 776.83 Crore in FY 2022-23.

The Net Worth of your company has increased from ' 5,178.48 Crore in FY 2022-23 to ' 5,771.76 Crore in FY 2023-24. Additionally, the earnings per share as of March 31, 2024, stood at ' 9.17 per share, compared to ' 8.26 per share as of March 31, 2023 on a face value of ' 2 per equity share.

DIVIDEND

The Company's primary focus is on enhancing shareholder value. The Company has a consistent track record of paying dividends since its inception. In FY 2023-24, the Board of Directors declared and disbursed an interim dividend of ' 1.80 per equity share of a face value of ' 2/- per share. This amounted to approximately ' 169.29 Crore, (calculated at 90% of the paid-up share capital of ' 188.10 Crore). The interim dividend was declared based on the Company's unaudited financial results for the quarter ended December 2023.

Furthermore, the Board has recommended a final dividend of ' 1.30 per equity share on the face value of ' 2/- each, totalling ' 122.27 Crore (65% of the paid-up share capital of ' 188.10 Crore). This final dividend is subject to approval from the shareholders at the ensuing AGM and is based on the Company's profits for FY 2023-24.

Considering these dividends, the total dividend for FY 2023-24 would amount to approximately ' 291.56 Crore

(155% of the paid-up equity share capital of ' 188.10 Crore). This represents 33.79% of the post-tax profits for FY 2023-24 and 5.05% of the net worth of the Company as of March 31, 2024. Upon approval and payment of the proposed final dividend, the cumulative dividend paid to shareholders until FY 2023-24 will stand approximately ' 2,948.18 Crore.

The declaration of dividends aligns with the Dividend Distribution Policy, which complies with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations), as amended, and the guidelines on "Capital Restructuring of Central Public Sector Enterprises."

SHARE CAPITAL & DISINVESTMENT OF SHARES

As on March 31, 2024, the paid-up equity share capital of the Company stood at Rs 188.10 Crore comprising of 94,05,15,740 equity shares of face value of ' 2/- each. The shareholding of the Promoter of the Company i.e. the President of India stood at 65.17% of the total paid- up equity share capital of the Company, as on March 31, 2024. IRCON is compliant on the Minimum Public Shareholding (MPS) requirements specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957.

During FY 2023-24, the Government of India had disinvested 8.01% of the total paid up equity share capital of the Company by way of Offer for Sale (OFS) through Stock Exchange mechanism , including 8% of the total fully paid up equity shares of the Company as on 30.09.2023 i.e. 94,05,15,740 through Offer for Sale Mechanism from 07.12.2023 to 08.12.2023 and 0.014% of the total fully paid up equity shares of the Company to eligible employees of the Company on 22.12.2023 through Employee Offer for Sale.

Pursuant to the above OFS, the stake of the Government of India has been reduced from 73.18% to 65.17%.

Based on the market price of Ircon International Limited (IRCON) as on March 31, 2024, it is placed in the top 500 listed companies. As on March 31, 2024, the market capitalization of your Company stood at and ' 20658.43 Crore at National Stock Exchange of India Ltd.

DEMATERIALISATION OF SHARES

All the shares, except 1887 shares as on March 31, 2024 are in physical form, are held in dematerialised form and the details of the dematerialisation of shares are provided in the Corporate Governance Report.

TRANSFER TO RETAINED EARNINGS

Appropriations to retained earnings for the financial year ended March 31, 2024 were ' 571.34 Crore after considering the total dividend of ' 291.56 Crore.

CAPEX AND LIQUIDITY

During the year, the Company on a standalone basis spent a sum of ' 283.38 Crore on capital projects across domestic and foreign projects; which includes ' 2.90 Crore towards construction of a building; ' 23.62 Crore for acquiring Plant & Machinery; Rs.14.47 Crore for acquiring other assets; and ' 242.39 Crore towards investments in SPVs.

The Company's liquidity position remains strong at ' 4429.13 Crore as on March 31, 2024, comprising of ' 1828.88 Crore in cash and cash equivalent and ' 2600.25 Crore in other bank balances. Out of ' 4429.13 Crore, client/ project funds amount to ' 3614.60 Crore.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has earned a foreign exchange of Rs 19704 Crore cumulatively till date. During FY 2023-24, the Company has earned a foreign exchange of ' 622.66 Crore as compared to ' 432.99 Crore in FY 2022-23. The foreign exchange outgo stood at Rs 553.23 Crore during FY 2023-24 as compared to ' 406.83 Crore during FY 202223. Thus, the net foreign exchange earnings amount to ' 69.43 Crore in FY 2023-24.

IRCON GROUP PERFORMANCE

During the year under review, IRCON along with its subsidiaries (‘the Group') on a consolidated basis has recorded highest ever total turnover of ' 12870.52 Crore (previous year: ' 10749.89 Crore). The Group has registered a quantum jump of 18.93% in operating turnover to ? 12330.91 Crore (previous year ' 10367.93 Crore). The Group reported a consolidated profit before tax of ' 1261.13 Crore (previous year ' 891 Crore) and profit after tax of ' 929.51 Crore (previous year: ' 765.23 Crore), both registering increase of 41.54% and 21.47%, respectively.

The Group EBITDA was Rs 1509.96 Crore (previous year: ' 1116.54 Crore), an increase of 35.24% over the previous year.

During the FY 2023-24, in terms of the financial performance, the Company has achieved and crossed the Turnover targets criteria of ' 10650 Crore (on Consolidated basis) set up by the Ministry of Railways in terms of the Memorandum of Understanding based on the DPE guidelines.

GRANT OF "NAVRATNA" STATUS

DPE vide its letter dated October 12, 2023 has granted the "Navratna" Status to the Company. Now, IRCON is the 15^th Navratna CPSE amongst the CPSEs, which got listed on September 28, 2018 and has established a sound framework of Corporate Governance.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

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

FINANCIAL STATEMENTS (STANDALONE AND CONSOLIDATED)

The Board of Directors of the Company has, at its meeting held on May 21, 2024, had approved the Financial Statements for FY 2023-24 (Standalone and Consolidated).

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the Company has prepared its Consolidated Financial Statements

a) as per line-byline method for its wholly-owned subsidiaries viz. Ircon Infrastructure & Services Limited (IrconISL), Ircon PB Tollway Limited (IrconPBTL), Ircon Shivpuri Guna Tollway Limited (IrconSGTL), Ircon Davanagere Haveri Highway Limited (IrconDHHL), Ircon Vadodara Kim Expressway Limited (IrconVKEL), Ircon Gurgaon Rewari Highway Limited (IrconGRHL), Ircon Akloli-Shirsad Expressway Limited (IrconASEL), Ircon Ludhiana Rupnagar Highway Limited (IrconLRHL), Ircon Bhoj Morbe Expressway Limited (IrconBMEL), & Ircon Haridwar Bypass Limited (IrconHBL) and subsidiary company viz. Ircon Renewable Power Limited (IRPL); and

b) as per equity method, for seven joint venture companies viz. Ircon-Soma Tollway Private Limited (ISTPL), Indian Railway Stations Development Corporation Limited (IRSDC) [not on a going concern basis], Chhattisgarh East Railway Limited (CERL), Chhattisgarh East-West Railway Limited (CEWRL), Jharkhand Central Railway Limited (JCRL), Mahanadi Coal Railway Limited (MCRL) & Bastar Railway Private Limited (BRPL). The accounts of unincorporated joint ventures have been included in the standalone financial statements for the FY 2023-24.

Pursuant to letter dated October 18, 2021 of Ministry of Railway, the closure of business and transfer / hand over of business /assets of IRSDC is under process. Accordingly, as part of the closure activities, all assets and liabilities of IRSDC [other than its investment in its subsidiary companies viz., Gandhi Nagar Railway and Urban Development Corporation (GARUD) and Surat Integrated Transportation Development Corporation Limited (SITCO)] are to be transferred to Rail Land Development Authority (RLDA)/ MoR on slump sale basis for a consideration not less than the book value as on the cutoff date to be mutually agreed upon as approved in the BoD meeting of IRSDC. Closure related activities initiated in FY 2021-22 are yet to be completed. The liquidation process shall commence on completion of these activities and handing over of assets and liabilities to RLDA/ MoR. Financial statement of IRSDC has been prepared on liquidation basis. The Company does not foresee any impairment in the value of its investment as the Company's share in the reported Net Worth of IRSDC is ' 60.29 Crore i.e.26% of ' 231.89 Crore vis-a-vis our shareholding of ' 52 Crore.

It has been decided to handover Phase- I (Angul - Balram, 14 KM already operational) and Phase- II (Balram-Putgadia- Tentuloi,54 KM under construction)of MCRL Project to the Ministry of Railways (MoR). The legal formalities, pricing and related modalities are in process and the Company does not foresee any impairment in the value of investment at this stage.

The Ministry of Railway (MoR) has granted in-principle approval for closure of Bastar Railway Private Limited, a joint venture company and transfer of its assets and liabilities to MoR. The legal formalities, pricing and related modalities are in process and the Company does not foresee any impairment in the value of investment at this stage.

The Company would make available its audited financial statements (standalone and consolidated) for the FY 2023-24 and financial statements of its eleven subsidiaries (IrconISL, IrconPBTL, IrconSGTL, IrconDHHL, IrconVKEL, IrconGRHL, IrconASEL, IrconLRHL, IrconBMEL, IrconHBL & IRPL) at its website (www.ircon.org).

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

The Ministry of Corporate Affairs and the Securities and Exchange Board of India (SEBI) had allowed companies to send financial statements, including the Notice of AGM, Board's Report, Auditor's Report, and other related documents, exclusively via e-mail to members who have registered their email addresses with the company or with the depository participant/depository, as well as to other eligible persons. These relaxations have been extended until September 30, 2024, as per circulars dated September 25, 2023 and October 7, 2023 issued by MCA and SEBI respectively.

Taking into account these relaxations and as part of our commitment to environmental sustainability, the Notice of AGM and Annual Report will be electronically delivered to shareholders who have already registered their email addresses with the respective depository participants. These documents will be accessible on the Company's website and will also be provided to the stock exchanges, namely BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MDA) Report, as mandated by Regulation 34 read with Schedule-V to the LODR Regulations and DPE Guidelines, has been included as an annexure to this report. It is hereby incorporated by reference and serves as an integral component of this report. The MDA Report provides a comprehensive review of various aspects including the global and Indian economy, industry analysis, future outlook, Company overview, legal status and autonomy, business divisions/ units, financial and operational performance, projects executed during FY 2023-24, upcoming projects, strengths, scope and opportunities, key concerns, business strategies, risk management, adequacy of internal control systems, and significant developments in human resources.

EXTERNAL ENVIORNMENT

MACROECONOMIC CONDITIONS

According to the International Monetary Fund (IMF) in its World Economic Outlook (April 2024), global growth, estimated at 3.2% in 2023, is projected to maintain the same pace in 2024 and 2025. The forecast for 2024 has been revised upward by 0.1% from the January 2024 World Economic Outlook Update and by 0.3% from the October 2023 WEO. In contrast, India's growth is projected to remain strong, with rates of 6.8% in 2024 and 6.5% in 2025. This robust growth is attributed to sustained domestic demand and an increasing working- age population.

Global headline inflation is expected to fall from an annual average of 6.8% in 2023 to 5.9% in 2024 and 4.5% in 2025, with advanced economies returning to their inflation targets sooner than emerging market and developing economies. The forecast for nonfuel commodity prices is broadly stable in 2024, with prices for base metals expected to fall by 1.8%, on account of weaker industrial activity in Europe and China.

According to the provisional estimates released by the National Statistical Office (NSO) on May 31, 2024, real GDP growth for 2023-24 was placed at 8.2%. On the supply side, real gross value added (GVA) rose by 6.3% in Q4:2023-24. Real GVA recorded a growth of 7.2% in 2023-24. Real GDP growth for 2024-25 is projected at 7.2% with Q1 at 7.3%; Q2 at 7.2%; Q3 at 7.3%; and Q4 at 7.2%.

INFRASTRUCTURE & CONSTRUCTION INDUSTRY - GOVERNMENT INITIATIVES & INDUSTRY OUTLOOK

Infrastructure is a crucial driver for the growth of other industries and the overall development of India. Recognizing this, the government has prioritized the enhancement of infrastructure and construction services through targeted policies. These initiatives include open FDI norms, substantial budget allocations to the infrastructure sector, and the Smart Cities Mission. Additionally, the Prime Minister has launched the Gati Shakti Master Plan, aimed at integrating various modes of transportation to accelerate infrastructure development across the country.

In Budget 2024-25, capital investment outlay for infrastructure has been increased by 11.1% to Rs.11.11 lakh crore (US$ 133.86 billion), which would be 3.4% of GDP. The Indian government has introduced various formats in order to attract private investments, especially in roads and highways, airports, industrial parks and higher education and skill development sectors. Private Equity- Venture Capital Arms invested US$ 3.5 billion (across 71 deals) in Indian companies in May 2023.

National Highways play a very important role in the economic and social development of the country by enabling efficient movement of freight and passengers and improving access to the market. MoRTH and its implementing agencies have implemented multiple initiatives in the last 8 years to augment the capacity of the National Highway infrastructure in India. Roads & Highways account for the highest share, followed by Railways and Urban Public Transport. The government has set ambitious targets for the transport sector, including development of 2 lakh-km national highway network by 2025 and expanding airports to 220. Additionally, plans include operationalizing 23 waterways by 2030 and developing 35 Multi-Modal Logistics Parks (MMLPs). The total budgetary outlay for infrastructure-related ministries increased from around Rs.3.7 lakh crore in FY23 to Rs.5 lakh crore in FY24, offering investment prospects for the private sector across various transport sub-segments.

Under the Budget 2024-25, the Government of India allocated Rs. 2.72 lakh crore (US$ 33.46 billion) to the Ministry of Road Transport and Highways. In February 2024, NHAI raised highest over Rs.15,624 crore (US$ 1.88 billion) through InviT mode. FDI inflows in construction development stood at US$ 26.54 billion between April 2000 - December 2023. The Government aims to construct 65,000 kms of national highways at a cost of Rs. 5.35 lakh crore (US$ 741.51 billion).

The Indian Railways have developed a comprehensive National Rail Plan (NRP) for India - 2030 with the goal of transforming the railway system into a ‘future-ready' infrastructure by the year 2030. The NRP is aimed to formulate strategies based on both operational capacities and commercial policy initiatives to increase modal share of the Railways in freight to 45%. The objective of the Plan is to create capacity ahead of demand, which in turn would also cater to future growth in demand right up to 2050 and also increase the modal share of Railways to 45% in freight traffic and to continue to sustain it.

Under the Budget 2024-25, the government allocated US$ 30.3 billion (Rs. 2.52 lakh crore) to the Ministry of Railways. In 2024-25 Indian railways is planning to Create three important railway routes for moving energy, minerals, and cement efficiently; connecting ports better; and improving busy traffic routes.

India's logistics market is estimated to be US$ 317.26 billion in 2024 and is expected to reach US$ 484.43 billion by 2029, growing at a CAGR of 8.8%.The Ministry of Commerce and Industry, states that the logistics sector accounts for 5% of India's GDP and provides jobs for nearly 2.2 crore Indians.

These efforts are crucial for boosting economic growth, improving connectivity, and enhancing overall development across various sectors. The integration of different modes of transportation can certainly lead to more efficient logistics and quicker project implementation.

ORDER BOOK

In the industry that the Company pertains to, an order book is considered an indicator of future performance since it represents a portion of anticipated future revenue. The Company caters to both domestic as well as international markets and receives orders both on competitive bidding as well as through nomination by the Ministry of Railways.

Ministry of Railways have made a significant change in their policy on allotting the projects to PSUs, and have ended the system of competitive bidding amongst the eligible PSUs, and introduced competitive bidding for execution of railway works. The Company has also taken up PPP project in roads & highway under Toll/HAM Model.

The order book as on March 31, 2024, is Rs 27208 Crore as compared to Rs 35195 Crore as on March 31, 2023. The major new orders are from railway electrification, highway project, metro track works, workshops, airports and renewable energy; also civil and track work in prestigious High Speed Railway Project.

DOMESTIC PROJECTS

Since incorporation, the Company has diversified into various infrastructure sectors and is now an established player in the field of railway and highway construction. Moreover, it has diversified in many other areas such as power transmission lines, sub-stations industrial complex, bridge and flyovers, tunnels, electrical and mechanical work, signaling and telecom, production units, station building, multi-function complex, construction of commercial, residential complexes, solar power and airports. The diversification of project portfolio across various sectors has helped the company in de-risking its construction business and reduce our dependence on any sector or type of project.

In the coming future, IRCON shall continue to pursue projects of High-Speed Rail, National Capital Region Transport Corporation (NCRTC), National Highways Authority of India (NHAI), Indian Railways and other important and high value infrastructure projects in India.

During the FY 2023-24, your Company was awarded the five projects in India viz.,

1. Supply, installation, testing and commissioning of Integrated Tunnel Communication Systems, OFC based industrial grade network system in Jiribam Khongsang section of Jiribam - Imphal new Railway Line Project,

2. Procurement of Goods including Machinery, Plant & Equipment up to the stage of successful installation, commissioning, training, FAC, etc.,

3. Composite works (Civil, Electrical and Mechanical) involving construction of Industrial shops with PreEngineered Building (PEB), water supply system drainage system, Electrification and illumination works, associated telecom works and supplying & commissioning of specified Mechanical Machineries (EOT Cranes etc.) in connection with Detachment free rake examination facilities (Ph-II) at Exchange Yard of Bondamunda, South Eastern Railway.

4. Engagement of Nodal Agency for establishment of Technology Centres across India under the scheme "Establishment of New Technology centre/ Extension Centres".

5. Construction of Twin Tube Uni-directional Aizawl Bypass Tunnel of 2.5 km and its approaches of 2.1 km from km 10.600 to km 15.200 (Package-2) on Sairang - Phaibawk section of NH-6 in the State of Mizoram on EPC Mode.

ONGOING PROJECTS:

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

In FY 2023-24, the focus of your Company has been execution, faster deliveries and meeting stringent timelines for overall optimal contribution to the much- needed infrastructure growth. This is in line with the vision of our Hon'ble Prime Minister and Hon'ble Minister of Railways. During the FY 2023-24, following were some of the achievements of on-going major projects in India:

1. IRCON has successfully commissioned a total of 128.45 Km of rail lines out of which 54 Km is New Line and 74.45 Km is Doubling for the targeted rail sections.

2. IRCON has successfully commissioned 1152 RKM (Route Kilometer) of Railway Electrification (RE) works in new line/double line/NCRTC and RE Projects etc. Which is the highest electrification work ever in a year. Further, in RE projects, 7 nos. 132/25KV traction substations and 38 Km - 132 KV transmission line have been commissioned.

3. IRCON has commissioned highest ever Signaling works of 104 stations in the year 2023-24.

4. In USBRL Project - J&K, Banihal - Sangaldan section (38.618 Km) has been commissioned and opened in February-2024. Further, 38.6 Km Rigid Overhead Catenary (ROC) system in Tunnels of USBRL Project has also been commissioned. This ROC system was implemented for the 1st time in Indian Railways. Over Head Equipment (OHE) works of 200 TKM at high altitude (650 meter above MSL) between Banihal to Baramulla including Tunnel T-80 (11.2 Km) has been successfully commissioned. ElectroMechanical & Safety ventilation (E&M) works consisting of electrical works with complete HT & LT, Tunnel Ventilation System, Fire Fighting system & SCADA system of 38 Km has been successfully commissioned.

5. In connection with Katni - Singrauli doubling project of East Central Railway, one section from Mahroi to Vijaysota (19.13 Km) has been successfully commissioned on 27th June, 2023.

6. In connection with Kiul-Gaya doubling project of East Central Railway, the Section from Sheikhpura to Kashichak (15.4 Km) has been completed in August-2023 and commissioned on 1st September, 2023 with a speed of 90 Kmph. Further, section from Kashichak to Warisaliganj has been commissioned on 23rd January, 2024.

7. In Agartala - Akhaura New Rail Line project, Nischintapur (India) to Gangasagar (Bangladesh) section has been inaugurated by Hon'ble Prime Ministers of both the countries on 1st November, 2023 for Goods & Services.

8. In connection with Khulna - Mongla Port Rail Line project - Package No. WD1, Hon'ble Prime Ministers of India and Bangladesh inaugurated the rail line on 1st November, 2023 for Goods & Services. The project is completed and inspected by General Inspector Bangladesh Railway (GIBR) on 30th April, 2024. Now, passenger trains have started operations from 1st June 2024.

9. 345 RKM/440 TKM of OHE is commissioned under Lumding Division of Northeast Frontier Railway (NFR) in FY 2023-24.

INTERNATIONAL PROJECTS

In FY 2023-24, the contribution of international projects to the total revenue amounted to ' 574.82 Crore, which accounts for 4.81% of the operating turnover. This is in comparison to Rs 411.84 Crore in FY 2022-23, which represented 4.15% of the operating turnover.

The Company continues to actively participate in new projects in foreign countries, and has ongoing projects in Bangladesh, Algeria, Sri Lanka, Nepal and Myanmar. By continuing to diversify its business and geographical focus, the Company strives to secure a broader range of projects to maximize business volume and profit margins. Efforts are being made to secure foreign projects through Line of Credit/ other project export funding arrangements of EXIM Bank of India and projects funded through Multilateral funding agencies.

ONGOING PROJECTS

The Company is executing the following projects in foreign countries:

i. Bangladesh

(a) Khulna-Mongla Port Rail Line project

The Company secured a project in Bangladesh for construction of Khulna-Mongla Port Rail Line for Bangladesh Railway, at US$ 147.78 million (equivalent to approx. Rs 911 Crore) and the revised cost of project after approval of variation order is US$ 211.77 million. The project includes construction of embankment, tracks, all civil works, major and minor bridges (except Rupsha Bridge), culverts and implementation of EMP against Package WD1. Additional scope of work was added in 2021. Project stands completed on 31st March, 2024 and General Inspector Bangladesh railway (GIBR) Inspection was conducted on 30th April, 2024. Subsequent to GIBR approval for running of passenger trains, trains have started operations from 1st June, 2024.

(b) Agartala (India)-Akhaura project (Bangladesh portion)

The Company had signed a contract for providing Technical Advisory Services (TAS) for Construction of New Railway Line from Agartala (India) -Akhaura (Bangladesh) and Project Management Consultancy (PMC) for Construction in Bangladesh Portion with Ministry of External Affairs (MEA), Government of India. The construction contractor for the project is appointed by Bangladesh Railways for a contract value of BDT 240.9 Crore (equivalent to approx. Rs 209.47 Crore). The completion period of the construction contractor has been extended up to 30th June 2024. The overall progress of the Project is approximately 96% and now, only building and platform works are pending. However, the Trial run was done on 30th October, 2023 and project was inaugurated by Prime Ministers of both countries on 1st November, 2023.

ii. Algeria

The project was awarded by ANESRIF, the National Agency for the Planning and Implementation of Railway Investments, Ministry of public works and investments, Government of Algeria, at a value of Algerian Dinar 1,628 Crore (equivalent to approx. Rs 1,003 Crore) with completion date of November 2012. The project involves the construction of the second line and upgradation of the existing lines, with a diversion of 10 km for the Relizane city, from the station Oued sly to the station Yellel in Algiers-Oran section of Algerian Railways. The value of the contract, including additional works for the construction of the double line, has been revised to Algerian Dinar 3,268 Crore (equivalent to approx. Rs 2,342 Crore).

Installing of 210 Km of track (out of the total 218 Km) has been completed. Out of this, 82 km of new track line has been made operational. Work on the existing line has also been started and a total stretch of 71.5 km out of 74 km of the existing line, 6 out of 7 station buildings are ready to be handed over, and 9 major bridges (out of 10 Nos) have also been completed. The project is expected to get completed by December 2024.

iii. Sri Lanka

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

In Sri Lanka, the Company had secured a project for "Upgradation of Railway Line from Maho Omanthai under Indian Line of Credit - Track Rehabilitation and ancillary works". The project was awarded by Sri Lankan Railways under the Ministry of Transport and Civil Aviation, Government of Sri Lanka at a value of US$ 91.27 Million (equivalent to approx. Rs 637.22 Crore) through competitive bidding.

The project was awarded on 29th April 2019 with completion period of 36 months (starting from date of receipt of advance payment, 29th November,2019). The project is financed through EXIM Bank of India as per Indian line of credit. The date of completion of the project as per the contract is 28th November, 2022. The project was delayed due to Covid-19 pandemic restrictions and subsequent economic and fuel crisis in Sri Lanka.

The first phase of Upgradation from Anuradhapura and Vavuniya Section (48.5KM) during the mega traffic block has been completed and commissioned in July, 2023.

Further, 2nd Phase Mega Traffic Block for upgradation of the remaining section from Maho to Anuradhapura (65 Km) has been arranged from 7th January, 2024 and upgradation of this section is in progress. Likely date of completion of the Project is 31st August, 2024 considering the inclement weather and heavy rains in the project corridor.

The overall progress of the project is approx. 70%.

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

The work for "Procurement of design, installation, Testing, commissioning, and certifying of Signaling and Telecommunication system from Maho Junction (Including) to Anuradhapura (Excluding)" was awarded to your company through Exim Bank of India under Indian Line of Credit.

The project was awarded on 4th December, 2022 by Sri Lankan Railways under the Ministry of Transport and Civil Aviation, Government of Sri Lanka at a value of US$ 14.90 Million (equivalent to approx. Rs 121.25 Crore) through competitive bidding. Scheduled completion period was 12 Months from the date of receipt of mobilization advance.

Contract Agreement has been signed on 21st September,2023. Contract Inclusion is yet to be approved by Exim Bank of India. Project is yet to start.

iv. Nepal

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

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

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

The revised value of contract of ? 401.65 Crore is under approval of the Ministry of External Affairs.

The section from Bathnaha (India) Ch. 0.00 Km to Nepal Custom Yard (Nepal) Ch. 6.70 Km has been commissioned for freight traffic on 1st June, 2023. The work is in progress in the remaining portion.

The overall progress of the project is approximately 86%.

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

The project involves construction of a new BG rail line from Jaynagar (India), Ch. 0.00 Km to Bijalpura (Nepal) Ch. Km 52.336 with extension up to Bardibas, Ch. Km 68.72. Out of the total proposed alignment, 2.975 Km falls in Madhubani district of Bihar state in India and 65.745 Km falls in Mahottari district of Nepal. The revised estimate of Rs 783.83 Crore is under approval of the Ministry of External Affairs.

Your Company on behalf of the Government of India has handed over the newly commissioned cross border rail section (Section-1) from Jayanagar (Km. 0.00) to Kurtha (Km. 34.90) to Government of Nepal on 22nd October, 2021 which was inaugurated through virtual mode by the Hon'ble Prime Minister of India and the Hon'ble Prime Minister of Nepal on 2nd April, 2022. The first phase of 34.9 Km Jaynagar (India) - Kurtha (Nepal) section is part of 68.72 Km Jaynagar-Bijalpura-Bardibas rail link being built under Government of India grant assistance of Nepalese Rupee 8.77 billion. Section-2 from Km 34.900 to km 52.34, Kurtha- Bijalpura has also been completed and commissioned on 16th July 2023. In Section-3 from Km 52.34 to Km 68.72, Bijalpura-Bardibas, land was handed over on 7th November, 2023 by the Government of Nepal. The overall progress of the project is approximately 74%.

v. Myanmar

The Company has secured a project in Myanmar in FY 2022-23, for Balance work of construction of road from Paletwa (Myanmar) to Zorinpui (Mizoram) (Kaladan Road Project) under Kaladan Multi-Modal Transit Transport Project (KMMTT Project), from the Ministry of External Affairs, on EPC mode at a lump sum cost of Rs 1780 Crore. Construction of this project is intended to open up an alternate route to North-East Region and connect Mizoram with Chin State of Myanmar at Zorinpui. The agreement for the execution of this project has been signed on 7th March, 2022 and the project is to be completed within 40 months from the date of the signing of the agreement.

During FY 2023-24, work commenced on a 50 Km stretch (40 Km from Paletwa end (Myanmar) & 10 Km from Zorinpui end (India-Myanmar Border).

Due to ongoing armed conflicts between Myanmar Army and Insurgent groups the progress of work is adversely affected.

However, Ircon has shown great resilience and commitment to progress the work. Overall progress of the project is 10%.

REAL ESTATE SECTOR

IRCON has identified Real Estate Sector as one of the sectors for diversification, keeping in view the tremendous potential in this Sector. Your Company had acquired 8 plots in different sectors, on leasehold basis for 90 years, at NOIDA and has successfully Leased out 22,023 Sq. mt. of built - up space for Commercial and Office use. The Company has also developed property in Sector 32, Gurugram, Haryana and this property is registered with the trademark authorities in India as ‘IRCON INTERNATIONAL TOWER'. Entire leasable spare has been leased out to different government agencies.

IRCON Retail Mall at Sector - 43, NOIDA, Uttar Pradesh and Commercial cum Office Building at Sector -48, NOIDA, Uttar Pradesh has been leased out completely.

COMPANIES, JOINT VENTURE COMPANIES AND ASSOCIATE COMPANIES

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

In terms of the Company's Policy on the determining the "Material Subsidiary" and Regulation 24A of the LODR Regulations, for the financial year ending March 31, 2024, none of the subsidiary company is a ‘material subsidiary' i.e. whose total income or net worth exceeds 10% of consolidated income or net worth of IRCON in the immediately preceding financial year i.e. March 31, 2023.

COMPLIANCES OF PRESIDENTIAL DIRECTIVES

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

OFFICIAL LANGUAGE

The Company is undertaking various novel and encouraging initiatives for extensive use of Hindi in the office. Some of them are:

a. Pledge by all employees to work in Hindi completely on last Monday of every month.

b. Rajbhasha Sanghosthi is being conducted on a quarterly basis in Corporate Office.

c. Birthday wishes to employees, a thought and a word, contributed by different departments on rotational basis, a poem by renowned poets etc. are being displayed in Hindi at the reception.

d. Thought of the day and a word in Hindi is displayed at reception, which is contributed by departments daily on rotation basis.

Regular quarterly meetings of Official Language Implementation Committee and quarterly workshops for effective use of the Hindi Technical system and official language are being conducted. Under the auspices of NARAKAS, competitions are organized by IRCON every year. Every year, the IRCON corporate office organizes Hindi competitions for the children and family members of the employees. The bilingual facility has been introduced for computer systems and mobile phones used by officials of the Company. Bilingual formats have been made available at IRCON's internal website for use by the employees.

COMPLIANCE OF RIGHT TO INFORMATION ACT, 2005

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

During the year 2023-24, 168 applications and 36 first appeals were received and at the beginning of the year 12 applications and 02 appeals were under process for disposal within the allowable time limit (i.e. total 180 applications and 38 appeals during the year). Out of which, 169 applications (including opening balance of 12 applications) and 36 First Appeals were disposed of. As on 31.03.2024, 11 applications and 02 appeals were under process for disposal within the allowable time limit.

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

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

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

IRCON has taken several steps for effective implementation of MSE policy. The benefits of waiver of cost of tender documents and deposit of earnest money and purchase preference prescribed under the Policy, are incorporated in the tenders for procurement of goods and services.

The company has been extensively following the guidelines of Government on procurement through GeM and provisions are also made in tenders to promote "Make in India" directives of the Government of India.

Tenders valuing upto Rs.200 Crore are invited using national competitive bidding in compliance to Public Procurement (Preference to make in India), Order 2017.

During the FY 2023-24, the Company has procured items valuing Rs 80.52 Crore from MSE vendors against expenditure valuing Rs 135.58 Crore (excluding the procurement of items which are beyond the scope of MSEs) towards material, stores & service, thereby achieving 59.39% procurement from MSEs against the compliance requirement of 25% as per the procurement policy. The Company has conducted one national level Special Vendor Development Program at the Corporate Office, Delhi on December 22, 2023 and Govt. of India, Ministry of MSME ,MSME DFO,Okhla ,New Delhi in association with Ircon International Ltd (a CPSE under Ministry of Railways),NSIC ,Govt E-Marketplace (GeM) and other CPSUs and local MSME associations organized two days vender development program cum industrial exhibition at GL Bajaj Institute of Management & Technology Knowledge Park-II, Greater Noida , Distt. Gautam Budh Nagar on 6th and 7th March 2024.

In compliance with the Micro, Small and Medium Enterprise Development Act, 2006, the Company has on- boarded on the Trade Receivables Discounting System (TReDS) platform, w.e.f. January 25, 2018, to facilitate the financing of trade receivables of MSEs by discounting of their receivables and realisation of their payment before the due date. A clause in General Conditions of Contract is incorporated for MSEs vendors willing to avail the facility.

HUMAN RESOURCE DEVELOPMENT

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

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

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

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

MANPOWER STRENGTH

The total manpower strength of IRCON as on March 31, 2024, stood at 1270, (previous year 1341) which included 857 regular employees, 32 employees on deputation, 377 on contract (including service contract) and 04 on fixed tenure basis. Out of the total employees of the Company, 1220 are posted on Indian projects and 50 on international projects. Among 1270 employees, 899 are technically and professionally qualified. There was a total of 60 women employees as on March 31, 2024.

The overall income per employee for FY 2023-24 stood at Rs 9.75 Crore as compare to ? 7.65 Crore in FY 2022-23.

During the year, the total newly employed personnel stood at 155 which included 10 regular employees, 4 employees on deputation, and 141 on contract (including service contract).

RESERVATION IN EMPLOYMENT

The Company continues to give utmost importance to the implementation of the policies and directives of the Government of India in matters relating to reservations in the employment of candidates belonging to Scheduled Caste (SC) / Scheduled Tribe (ST) / other backward classes (OBC) and differently-abled categories. There was a total of 526 SC / ST / OBC and differently- abled employees as on March 31, 2024.

Further, during the FY 2023-24, out of the 10 employees inducted against regular posts, 3 belong to SC / ST / OBC and differently-abled categories. Similarly, out of the 108 employees recruited against the contractual positions, 44 belong to SC / ST / OBC / EWS and differently- abled categories.

During the FY 2023-24 training has been given to 1015 employees, out of which 451 belong to SC/ST/OBC and differently-abled categories. To ensure the welfare of these employee categories, the Company has appointed Liasion Officers.

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

TRAINING AND HUMAN RESOURCE DEVELOPMENT

IRCON puts a lot of emphasis on development and career progression of employees. Training programs are organised throughout the year. During the FY 2023-24, inhouse training programmes across all levels of employees were organised. Professional programmes, workshops, and seminars organised by reputed and prestigious institutes / agencies were carefully identified in line with business needs of IRCON, and suitable officers were nominated for such programmes.

The Company has been continuously taking steps for building capacity of its human resource through training in functional and general management areas, contract and arbitration, leadership, information technology, as well as soft skills. External faculty is arranged wherever required, and officials are nominated for carrying out workshops and seminars with reputed institutes. Employee Development has always been a priority for the Company, and various training and development plans have been initiated from time to time. During the FY 2023-24 a total 1032 man- days training was imparted to officials of IRCON through workshops, seminars, conferences, in-house training and training in external institutes.

EMPLOYEE WELFARE

The Company has adequate and robust schemes in place for the welfare of the employees. These are health cover, medical scheme, post-retirement medical scheme, postretirement pension scheme, periodic health check-ups at regular intervals, allowances, self-lease for residential accommodation, educational scholarships to the wards of employees, a one-time educational grant for admission to professional degrees and diploma courses, educational awards to meritorious children of employees, educational assistance to the wards of deceased employees, assistance for marriage of daughters and dependent sisters of employees in non-executive categories, and resort facilities for employees and their family members on concessional rates through Dalmia and Sterling Resorts.

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

Your Company is dedicated to creating a supportive and secure working environment for its women employees. The Company has implemented a comprehensive policy for the Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace, which applies to all employees, including regular employees, deputationists, temporary workers, ad-hoc employees, contract workers, daily wage workers, and individuals employed through agencies or contractors. This policy, along with its details, can be accessed on the Company's website. Furthermore, this policy extends to wholly-owned subsidiary companies of IRCON that are formed as Special Purpose Vehicles.

Your Company has ensured compliance with the provisions concerning the formation of the Internal Committee (IC) as mandated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. The IC comprises five members, including four Company officials and one external member from an NGO. Additionally, provisions related to the prohibition of sexual harassment have been incorporated into the IRCON's Conduct, Disciplinary, and Appeal Rules. At the beginning of the year, no complaint was pending. No complaint of sexual harassment was received during the year.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

In accordance with Section 135 of the Companies Act, 2013 and The Companies (Corporate Social Responsibility Policy) Amendment Rules 2021, IRCON has updated its CSR Policy duly approved by the Board of Directors of IRCON. CSR is essentially a way of conducting business responsibly and IRCON shall endeavor to conduct its business operations and activities in a socially responsible and sustainable manner at all times. IRCON will strive to contribute to inclusive growth and sustainable development with emphasis on development of weaker sections of society and in the Aspirational Districts of the country. As per broad objectives of the Policy, CSR activities are being implemented in project/ program mode, in areas or subjects specified in Schedule VII of the Act, on thrust areas of education and health care, in the periphery of project areas of IRCON (local area).

In accordance with the guidelines issued by the Department of Public Enterprises (DPE) through their Office Memorandum dated December 10, 2018, along with the update on April 24, 2023, CPSEs (Central Public Sector Enterprises) are required to follow a theme-based approach for their CSR activities. The Company allocates a minimum of 60% of their annual CSR budget for thematic programs and give preference to the Aspirational districts in their CSR initiatives. For the FY 2023-24, By adhering to these guidelines and embracing the chosen theme, we are actively working towards making a positive difference in society and contributing to the well-being of our communities.

During the year, our company took a focused approach to conceive and implement CSR activities with the aim of generating maximum impact for the target beneficiaries. These initiatives were carried out in collaboration with reputable implementing agencies. In the FY 202324 Company has Spent 11.65 Cr against the Allocated CSR Budget of Rs.11.64 Cr. During the Year Company Implemented 72 Projects in Pan India Within this budget, a significant portion was dedicated to the health sector, including a contribution of Rs 0.67 Crore to the PM CARES Fund. During the Year Company Covered 14 Aspirational districts by Conducting Health Camps, provided nutritional foods to pregnant women's and children's, conducted sports activities for girls, provided astronomy labs and furniture's in government schools.

The CSR Policy, which provides comprehensive guidelines for conducting CSR activities, is available on our Company's website: www.ircon.org. Furthermore, the Annual Report on CSR & Sustainability activities, in compliance with Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Amendment Rules 2021, is appended to this report, forming an integral part of it.

QUALITY, HEALTH AND SAFETY QUALITY MANAGEMENT SYSTEM

IRCON is a precursor Public Sector Organization in adopting the Quality Management System Certification in the domestic as well as International Markets. Quality Management System (QMS) has been successfully sustained and continually improved since 1996 when the

Company as a whole was first certified for ISO 9002:1994 by TUV SUD Private Limited. IRCON has continued the certification and sustained the system as per the latest version of Quality Management Standards i.e. ISO 9001:2015 (by periodical re-certification audit after the expiry of every three years). Latest surveillance audit was conducted by TUV SUD South Asia Private Limited in the month of November 2023, and the validity of the certificate is up to March 2026.

OCCUPATIONAL HEALTH AND SAFETY MANAGEMENT SYSTEM

The Company established an Occupational Health & Safety Management System and was certified for ISO 45001:2004 in October, 2011. The latest surveillance audit for ISO 45001:2018 was conducted by TUV SUD South Asia Private Limited in the month of October, 2023 and the validity of the certificate is up to December, 2024.

ENVIRONMENT MANAGEMENT

The Company established an Environment Management System (EMS) and was certified for ISO 14001:2004 in October, 2011. The latest surveillance audit for ISO 14001:2015 was conducted by TUV SUD South Asia Private Limited in the month of November, 2023 and validity of the certificate is up to February 2026.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND UPGRADATION

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

a) IRCON has a total of 90 kW Grid Connected roof top Solar Power Plant installed at Corporate Office which is a considerable step to conserve energy and contributing to environment through usage of Green Energy. The total energy produced by Solar Power plant is approximately 89,471 units annually which is 9.08% of the energy being drawn from the electrical grid. Further, the Rooftop Solar Capacity of 90 kW is being upgraded to 200 kW along with installation of Battery Energy Storage System for more optimization. IRCON has also installed a total of 75 kW Roof top Off Grid Solar Power Plant at its IRCON Tower, Gurugram thereby reducing energy consumption. Also, capacitor banks of 600 kVAR capacity have been installed at Corporate Office building and 1600 kVAR at IRCON's Gurugram Building to improve the power factor, which further reduces the Electrical Energy consumption by more than 10%.

b) Furthermore, energy-efficient LED lights are used for the internal lighting of Corporate Office building which also adds in considerable energy saving when compared with normal lights.

c) Automatic / Dynamic Reactive Power Factor (APF) correction / compensation panels with Insulated Gate Bipolar Transistors (IGBT) technology of 10.7 MVAR capacity have been designed and being installed at the Receiving Substations (RSS) for Delhi-Ghaziabad-Meerut RRTS corridor of NCRTC project for RSS Energy Conservation. Moreover, the RSS Control Room Building is also constructed with highest rating of Indian Green Building Council (IGBC) standards to conserve energy.

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

e) Capacitor Banks of 2400 kVAR capacity each have been installed at Baramulla, Qazigund & Budgam TSS (J&K) for USBRL RE project and 04 Nos. Traction Sub-Stations (TSS) of Katni-Singrauli Project to improve the power factor. Further, Capacitor Banks of 5500 kVAR capacity each have been installed in 08 Nos. TSS of various Railway Electrification projects. Furthermore, for Tunnel Substations a total of 16 MVAR capacitor banks have been installed to regulate the reactive power generation due to jet fans, thereby reducing energy consumption.

STEPS TAKEN BY THE COMPANY FOR UTILISING ALTERNATE SOURCES OF ENERGY:

The Company is utilising the following as an alternate source of energy:

a) Apart from installation of Roof top Solar Plant at IRCON's Corporate office, IRCON is also executing a major project for utilizing alternate sources of energy by Setting up a 500 MW Solar Photovoltaic Power Plant at Pavagada, Karnataka by using latest technology Monocrystalline Passivated Emitter and Rear Cell (PERC) Bi-facial Solar Photo Voltaic (SPV) Modules with Tracker technology which shall supply approximately 1076 million Units per year to Railways.

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

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

CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENT:

IRCON has invested approximately ? 4.00 Cr. for replacing the existing Heating, Ventilation & Air Condition (HVAC) System at Corporate office with new technology Energy Efficient Inverter Type Air Conditioning System which shall reduce the energy consumption by 20-30%.

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

TECHNOLOGY ABSORPTION AND UPGRADATION EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION:

Your company has developed critical machineries, required for National High Speed Rail Project from Ahmadabad to Mumbai, under Make-in-India program by guiding Indian Manufacturer's on the technical design and specific functional requirement of the track machines. These machines include Rail Feeder Car, Track Slab Laying Car, Track motor Car, Trolley Wagons, Flash Butt Welding Machine, etc. These machines are specially developed in the same line as that of Japanese technological requirements.

In addition to above, State of the Art Factory for manufacturing J-slabs for balastless track has also been set up for High Speed Railway Track, being executed with Shinkansen Technology. Many components for the High Speed Track, such as, CAM bags, Synthetic Resin Pads, adjustable pads, Insert C& D for J-slabs, have been developed indigenously reducing dependence on imported component and saving in foreign exchange.

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

In this endeavour, IRCON has not only developed Indian manufacturers at par with Japanese design but also saved a significant cost to IRCON (more than Rs. 100 Cr.) by getting these track machineries manufactured in India instead of procuring these machines from Japan.

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

RESEARCH AND DEVELOPMENT

The Company being primarily an EPC company does not undertake any pure research project but takes the help of consultants and firms to innovate and to develop methods and techniques to execute projects in a cost- effective manner, with requisite quality, to enhance the technical competence and efficiency.

INFORMATION TECHNOLOGY AND ERP

The Company's Information Technology (IT) department offers a range of services encompassing Data Networks, implementation of company-wide software applications, procurement of IT hardware equipment, as well as the implementation of Highway Traffic Management Systems (HTMS), Toll Management Systems (TMS), and Weigh-in- Motion systems for major highway projects undertaken and operated by IRCON and its Joint Venture companies as concessioners. IT serves not only as a service provider but also plays a vital role in enhancing employee productivity within IRCON.

IRCON has recently upgraded to SAP S/4 Hana as Enterprise Resource Planning (ERP) application software for the operations of Finance, Controlling and Human Resource Management. It is leading to company wide information availability, transparency and has enabled faster decision making. SAP Business Objects (SAP BO) an analytical product of SAP was added to SAP implementation to automate on-demand financial reporting. This reporting tool fetches real-time data from SAP and helps in preparation of Financial Statements of the Company. Employee Self Service Portal, Finance and HCM modules of SAP have been rolled out for entire organization and Project systems are under implementation at various locations. The financial statements for the year ended March 31, 2024 were prepared from SAP S4-HANA and salaries of employees are also being processed through its payroll module from April 2022 onwards. Fully functional SAP S4-HANA after implementation will cover end-to-end business processes of IRCON. S4-HANA ERP software's server infrastructure is hosted on RailTel cloud on a MEITY empaneled Datacenters to ensure secured access in high availability environment where in there is scope for capacity augmentation without disruption of regular services.

E-Office system is deployed across IRCON for all domestic and foreign projects. It is a step towards paperless office initiative from Government of India for the approvals and movement of files, note sheets and other official documents. It is complete replacement of physical file system with loss less and undeletable data facility, and Digital Signature authentication features.

Implementation of S4-HANA as well as e-office will be in conjunction to each other, and has helped IRCON to march ahead with near paperless requirement in the entire organization.

Dedicated video conferencing facility based on the cutting edge AI based online meeting is being widely used for conducting review meetings with project offices, trainings, promotion interviews and contract management issues etc.

Cyber and Social Engineering attacks are a big concern now a days for organizations information security. IRCON has made efforts in this area and has formulated a Cyber Crisis Management Plan. Incidents of Cyber-attacks are reported to CERT-IN for record and further guidance. Steps are being taken to ensure that proper Cyber security audits of IT applications and IT infrastructure are done as per industry practice and norms. Employee awareness programs/trainings are being conducted on regular basis.

For efficient and transparency eProcurement through GeM (Government E-Market Place) and CPP Portal (Central Public Procurement Portal) have been adopted organization wide. Online collaboration tools are used by employees for information sharing and business communication.

CORPORATE GOVERNANCE

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

In compliance with Regulation 34 of the LODR Regulations and DPE Guidelines on Corporate Governance for Central Public Sector Enterprises issued in May 2010, the Corporate Governance Report, along with the compliance certificates of Corporate Governance norms under the aforementioned LODR Regulations and DPE Guidelines, is attached and constitutes an integral part of this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Company had nine directors of which four are whole-time directors [Chairman & Managing Director, Director (Finance), Director (Works) and Director (Projects)], one Government Nominee Director and four Independent Directors.

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

Board Of Directors & Key Managerial Personnel (KMP) as on March 31, 2024

The Board of Directors of the Company as on March 31, 2024 were Executive (Functional) Directors viz.- Shri Brijesh Kumar Gupta (DIN: 10092756), Chairman & Managing Director & CEO, Smt. Ragini Advani, (DIN: 09575213), Director (Finance), Shri Parag Verma, (DIN: 05272169) Director (Works), Shri Anand Kumar Singh (DIN:07918656) Director (Projects); Part- time (Official) Director viz. Shri Dhananjaya Singh (DIN: 08955500); being Government Nominee Director and Independent Directors viz. Shri Ajay Kumar Chauhan (DIN: 09394953), Shri Dipendra Kumar Gupta (DIN: 09398271), Smt. Ranjana Upadhyay (DIN: 07787711) (woman independent director) and Dr. Kartik Chandulal Bhadra (DIN: 09453387).

In addition to the CEO and whole-time directors, other KMPs, as on March 31, 2024 were Shri B Mugunthan, Executive Director (Finance) & CFO and Smt. Pooja Gurwala, Company Secretary.

Appointments and cessation of the Directors and KMP during and after close of the FY 2023-24

CHANGES IN THE POST OF CHAIRMAN & MANAGING DIRECTOR

Shri Brijesh Kumar Gupta (DIN:10092756), Additional Member (CE), Railway Board and Government Nominee (Part-Time Official) Director, IRCON assumed the additional charge of Chairman & Managing Director and CEO, IRCON in addition to his own duties on April 29, 2023 until further orders of Ministry of Railways and was regularised at the last Annual General Meeting of the Company held on 12th September 2023. Further, pursuant to Order of the Ministry of Railways, Shri Brijesh Kumar Gupta relinquished the additional charge of the post of Chairman & Managing Director and CEO w.e.f. April 29, 2024 and re-designated as Government Nominee (Part Time Official) Director of the Company, w.e.f. April 29, 2024.

Shri Ashish Bansal (DIN: 10328174), IRSE, PED/Tr. (M&MC), Railway Board [DIN:10328174] has been entrusted with the additional charge of the post of Chairman & Managing Director and CEO, IRCON in addition to his own duties w.e.f. April 29, 2024.

Further, Railway Board vide its order letter no. 2023/E(O) ll/40/15 dated 1st July, 2024, has appointed Shri Hari Mohan Gupta, (DIN: 08453476), to the post of CMD, IRCON, from the date of his assumption of charge of the post and till the date of his superannuation i.e. 30.06.2026 or until further orders, whichever is earliest. Shri Hari Mohan Gupta has assumed the charge of the post of CMD and has been designated as CEO (Key Managerial Personnel) of the Company w.e.f. 1st July, 2024 (AN). Accordingly, Shri Ashish Bansal has relinquished the additional charge of the post of CMD and ceased to be Key Managerial Personnel (CEO) of the Company w.e.f. 01.07.2024 (FN), pursuant to the appointment of regular CMD. Shri Hari Mohan Gupta, CMD is proposed to be regularized as CMD of the Company at the ensuing AGM of the Company. CHANGES IN THE POST OF FUNCTIONAL DIRECTOR Shri Anand Kumar Singh (DIN: 07918656), appointed as an Additional Director/Director (Projects) w.e.f. 7th July 2023, was regularized at the last Annual General Meeting of the Company held on 12th September 2023.

CHANGE IN THE KMP

During the financial year 2023-24, Ms. Ritu Arora ceased to be Company Secretary and Whole time Key Managerial Personnel of the Company w.e.f. 16.11.2023 and the Board of Directors of the Company, w.e.f. 28.11.2023, had appointed Ms. Pooja Gurwala, JGM/Company Affairs as Company Secretary and Key Managerial Personnel of the Company, till such time a candidate is selected and appointed at a higher level. Also, Shri Ankit Jain, Manager (Company Affairs), has been appointed as Compliance Officer of the Company under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Later on, after closure of the financial year 202324, following the Ircon's recruitment and selection procedure, Smt. Pratibha Aggarwal has been selected as General Manager for the post of Company Secretary in IRCON and was appointed as Company Secretary and Whole time Key Managerial Personnel of the Company w.e.f. 21.05.2024 vice Smt. Pooja Gurwala.

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

INDEPENDENT DIRECTORS' DECLARATION

The Company has received necessary declaration from all Independent Directors that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the LODR Regulations. The declarations have been noted by the Board of Directors.

The Ministry of Corporate Affairs (MCA) has issued notifications in October 2019, relating to the creation and maintenance of the data bank for independent directors by Indian Institute of Corporate Affairs at Manesar, Haryana (IICA). Under Section 150(1) of the Companies Act, 2013, IICA conducts Online Proficiency Self-Assessment for Independent Directors. Accordingly, all the Independent Directors of the Company are registered with data bank of IICA.

APPOINTMENT / RE-APPOINTMENT OF DIRECTORS THROUGH POSTAL BALLOT

Pursuant to the provisions of Section 152(2) of the Companies Act, 2013, every director of the Company has to be appointed in the general meeting of the Company. Further pursuant to LODR Regulations, every listed entity shall ensure that approval of shareholders for appointment/re-appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. However, CPSEs are allowed that the approval of the shareholders for appointment or re-appointment of a person on the Board of Directors or as a Manager is taken at the next general meeting.

RETIREMENT OF DIRECTORS BY ROTATION

In terms of Section 152 of the Companies Act, 2013, the provisions in respect of retirement of Directors by rotation will not be applicable to the Independent Directors. In view of this, all directors (other than the Independent Directors) are considered for retirement by rotation. Accordingly, as per provisions of the Companies Act, 2013, Shri Parag Verma, Director (Works) and Shri Dhananjaya Singh Government Nominee Director, are liable for retirement by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, offer themselves for re-appointment.

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

BOARD & COMMITTEE MEETINGS Board Meetings:

The Board met nine (9) times during the FY 2023-24, on April 6, 2023; May 11, 2023; May 24, 2023; July 20, 2023; August 08, 2023; October 17, 2023; November 9, 2023; November 28, 2023; and February 08, 2024. The necessary quorum in terms of LODR Regulations was present for all the meetings. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, DPE Guidelines and LODR Regulations.

During the FY 2023-24, all the meetings of the Board were held at the Company's Registered Office, in New Delhi, through physical and Video Conferencing mode.

Committee meetings:

Your Company's Board has the following committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders' Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility & Sustainability Committee

6. Project Progress Review Committee During the FY 2023-24, the Audit Committee of the Board met seven (7) times, the Nomination & Remuneration Committee met six (6) times, Stakeholders' Relationship Committee met one (1) time; Risk Management Committee of the Board met two (2) times; the Corporate Social Responsibility & Sustainability Committee met three (3) times, and the Project Progress Review Committee met one (1) time.

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Regulation 25(3) of LODR Regulations, Schedule IV of the Companies Act, 2013 and guidelines issued by DPE, one separate meeting of Independent Directors was held on March 11, 2024 (which continued on March 12, 2024) without the presence of other Board Members.

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

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

PERFORMANCE EVALUATION

IRCON is a Government Company that operates under the administrative control of the Ministry of Railways. The appointment procedure for all directors is prescribed by the Government of India, and the directors of the Company have been appointed in accordance with this procedure. The selection of functional directors, including the Chairman and Managing Director (CMD), follows the recommendations of the Public Enterprises Selection Board (PESB) in line with the procedure and guidelines set by the Government of India. The Department of Public Enterprises (DPE) has also established a system and procedure for evaluating the performance of functional directors, including the CMD.

The evaluation framework for assessing the performance of functional directors encompasses several key areas:

a) The performance of the Company under the Memorandum of Understanding (MOU) signed with the Ministry of Railways, including the achievement of targets set for each respective director.

b) The evaluation process involves self-assessment by the functional directors themselves, followed by an assessment by the CMD, and finally, a comprehensive evaluation by the Ministry of Railways (the Administrative Ministry).

c) For the CMD, the evaluation includes self-assessment and a final evaluation conducted by the Ministry of Railways.

Regarding Government Nominee Directors, their evaluation is carried out by the Ministry of Railways in accordance with the prescribed procedure. Independent Directors, who are also appointed by the Government of India, undergo evaluation by the Ministry of Railways and, ultimately, by the DPE.

REMUNERATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT

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

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

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

Therefore, such details are not included in the Board's Report of IRCON. However, the remuneration paid to directors during FY 2023-24 is disclosed in the Corporate Governance Report.

INTERNAL CONTROL SYSTEMS

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

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

INTERNAL CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

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

RISK MANAGEMENT

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

As per the LODR Regulations, the Company is having a Board level Risk Management Committee, which as on March 31, 2024 comprised of Director (Works) as Chairman, Director (Finance), Director (Projects), and Dr. Kartik Chandulal Bhadra, Independent Director as members.

Details of the Risk Management System are provided in the Management Discussion and Analysis Report and the Risk Management Committee are provided in the Corporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM AND VIGILANCE ACTIVITIES

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

The Vigilance Department plays an advisory role to the top management in matters pertaining to vigilance. It is headed by a full-time Chief Vigilance Officer (CVO) appointed by the Appointments Committee of the Cabinet (ACC) in consultation with Central Vigilance Commission (CVC).

The Department ensures implementation of laid down guidelines/procedures through preventive checks of tenders and contracts, execution of works, and other functions as well as carry out investigations into complaints. During FY 2023-24, the Department has carried out 01 surprise inspection and 05 periodic inspections on high-value projects. Apart from surprise and periodic inspections department has carried out 03 preventive inspections on tenders floated from the corporate office. Chief Technical Examiner's Organisation (Technical wing of Central Vigilance Commission) has also carried out extensive investigation of 01 Project. Complaints raised against officials and procedures, etc., by various Authorities (such as CVC/Railway Board Vigilance, CBI, Prime Minister's Office, etc.,) and received from other sources were investigated to their logical conclusion.

During FY 2023-24, the Department has received a total of 22 nos. complaints and total 20 nos. complaints were disposed off including that of previous years. Nature of Complaints includes irregularities during tendering, execution of contract, anonymous & pseudonymous and quality related issues. Also steps were taken for closure of Paras raised by the Chief Technical Examiner's Organisation (CTEO). In addition, scrutiny of immovable property returns of employees, creating awareness on rules/procedures/common irregularities in execution through workshops, training, debate, competitions, etc., have been the prime activities of the Department.

As a step towards ‘Leveraging of Technology' for better transparency, online services are efficiently running since years viz, submission of immovable Property Returns since 2012-13; online Vigilance Clearance since April 1, 2014 through the intranet portal; and fling of vigilance complaints since December 2012.Further, E-Procurement has already been started w.e.f July 1, 2013 in the organisation in a comprehensive manner for achieving transparency for all value of the work.

IRCON has adopted Integrity Pact (IP) as recommended by the Central Vigilance Commission (CVC) on June 24, 2014, for tenders/contract for works and supply with an estimated value of Rs 5 Crore and above on all Indian Projects. The Integrity Pact is made a compulsory document in the conditions of model e-Procurement Documents for all works. IRCON has implemented this Integrity Pact which is a tool developed by Transparency International and it ensures that all activities and transactions between a Company or Government Departments and their Suppliers are handled in a fair, transparent and corruption-free manner.

As per the provision of Integrity Pact and relevant guidelines of Central Vigilance Commission, Shri Bimal Julka, Retired IAS, has been appointed on November 30, 2021 as an Independent External Monitor (IEM) as per revised SOP. Dr. T.M.Bhasin, Ex. Central Vigilance Commissioner, has been appointed as an Independent External Monitor (IEM) on November 18, 2020 as per earlier SOP till 17.11.2023 for 3 years subsequent to which Shri Madhusudan Prasad has been appointed on 18.11.2023 as per revised SOP dated 14.06.2023 (2nd IEM) and to receive any complaints from the bidders and submit the investigation report.

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

RELATED PARTY TRANSACTIONS

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

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

The Related Party Transaction Policy of the Company as approved by the Board is uploaded on the Company's website under the ‘Investors' section at www.ircon.org.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

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

ii) that such accounting policies were selected and applied consistently and such judgments and estimates were made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on March 31, 2024, and of the profit of the Company for the FY 2023-24;

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The "Business Responsibility and Sustainability Report" (BRSR) in compliance with the provisions of Regulation 34 of the LODR Regulations, in the format prescribed under SEBI Circular July 12, 2023 forms part of the Report. The report describes the initiatives taken by IRCON from an environmental, social and governance perspective.

MOU RATING / AWARDS

In line with the Department of Public Enterprises (DPE) guidelines, the Ministry of Railways and IRCON International Limited (IRCON) annually sign a Memorandum of Understanding (MoU). This MoU specifies selected parameters and targets for the respective financial year. The performance of IRCON is subsequently assessed at the year's end based on the achievement of these targets.

For the financial year 2022-23, IRCON received an ‘Excellent' rating based on its performance evaluation against the MoU parameters.

IRCON has been awarded several prestigious awards. Some of the significant awards and accolades won during the year 2023-24 are mentioned below:

• CE&CR Annual award for "Outstanding Tunnel Structure" for the project "Udhampur- Srinagar - Baramulla New BG Rail line - Construction of Tunnel T-49 on Dharam - Qazigund Section".

• Governance Now 10th PSU Award - CSR Commitment

• Governance Now 10th PSU Award - Nation Building

• Dun & Bradstreet award - ESG Champions of India 2024 in the Engineering & Construction services sector

• Excellence in Civil Engineering, Testing and Commissioning of Rail Projects by Rail Analysis India

• Top Challenger 2022-23 award by Construction World

• Safety Innovation Award 2023 for implementing Innovative Safety Management Systems. ^•

• IRCON has secured 238th rank in the list of Top 250 International Contractors and 229th rank in the list of Top 250 Global Contractors published by ENR Survey 2023.

AUDITORS

STATUTORY AUDITORS

The Comptroller & Auditor General of India (C&AG) has appointed M/s Ramesh C. Agrawal & Co., Chartered Accountants, New Delhi (Firm Registration No.001770C) as the single Statutory Auditors of the Company, for FY 2023-24, except for the following foreign projects for which C&AG has approved the appointment of the following as statutory auditors:

COST AUDITORS

In pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules made thereunder, the Company has maintained the cost records of the Company. The Board of Directors has appointed M/s R.M. Bansal & Co., Cost Accountants, (having firm Registration No.000022) as Cost Auditor of the Company for the FY 2023-24 for conducting the audit of cost records.

SECRETARIAL AUDITORS

In pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the LODR Regulations, the Board of Directors has appointed M/s VAP & Associates, Company Secretaries in practice (Certificate of Practice No. 13901) as the Secretarial Auditors for conducting Secretarial Audit of the Company for the FY 2023-24.

INTERNAL AUDITORS

The Board of Directors have appointed following Internal Auditors for the Indian & Foreign Projects for the FY 2023-24:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

The details of investments made, loans granted, and guarantees extended by the Company to its subsidiary and joint venture companies during the FY 2023-24 forms part of the notes to the standalone financial statements provided in the Annual Report.

DEPOSITS

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

OTHER DISCLOSURES Extract of Annual Return

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as at March 31, 2024 is placed on the website of the Company at www. ircon.org, under the Investors section.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has complied with the provisions relating to the Investor Education and Protection Fund (IEPF) under the Companies Act, 2013 and the rules made thereunder. Company Secretary is the nodal officer to deal with the IEPF Authorities and compliances related thereto.

No amount is due for transfer to IEPF and details of unclaimed dividend as on March 31, 2024 are available on the website of the Company, and this is also disclosed in the Corporate Governance report. Further, the Company does not have shares in Demat Suspense Account/ Unclaimed Suspense Account/ Unclaimed Dividend Account and the same has been disclosed in the Corporate Governance report.

SECRETARIAL STANDARDS

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

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

No order has been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future during the FY 2023-24.

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

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

CHANGE IN THE NATURE OF BUSINESS

There was no material change in the nature of business of the Company during the FY 2023-24.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of LODR Regulations and the guidelines on "Capital Restructuring of Central Public Sector Enterprises" issued by the DIPAM, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The Policy is hosted on the Website of the Company at https://ircon.org/ images/file/cosecy/Dividend%20Distribution%20Policy. pdf.

SECRETARIAL AUDIT REPORT AND MANAGEMENT RESPONSE THERETO

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

The Management Response on the qualification in the Secretarial Auditor Report and compliance of conditions of Corporate Governance for the FY 2023-24 forms part of this report.

STATUTORY AUDITORS' REPORT AND C&AG COMMENTS

The reports of the Statutory Auditors on the Financial Statements for FY 2023-24 (both on standalone and consolidated financial statements) are attached separately as part of the Annual Report. There are no qualifications, reservations or adverse remarks made by M/s Ramesh C. Agrawal, Chartered Accountant, Statutory Auditors, in their report for the financial year ended on March 31, 2024.

C&AG has given NIL comments on the Audited Financial Statements of your Company for the FY 2023-24 and the same are attached.

ACKNOWLEDGEMENT

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

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