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IRB Infrastructure Developers Ltd.

BSE: 532947 Sector: Infrastructure
NSE: IRB ISIN Code: INE821I01014
BSE 00:00 | 01 Feb 281.30 -4.80
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NSE 00:00 | 01 Feb 281.50 -4.70
(-1.64%)
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OPEN 289.70
PREVIOUS CLOSE 286.10
VOLUME 368196
52-Week high 329.30
52-Week low 179.05
P/E 29.74
Mkt Cap.(Rs cr) 16,988
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 289.70
CLOSE 286.10
VOLUME 368196
52-Week high 329.30
52-Week low 179.05
P/E 29.74
Mkt Cap.(Rs cr) 16,988
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IRB Infrastructure Developers Ltd. (IRB) - Director Report

Company director report

Dear Stakeholders

Your Directors have pleasure in presenting their 24th report on the business andoperations along with the audited financial statements of your Company for the yearended March 31 2022.

(Amount in Rs.Millions)

Consolidated

Standalone

Particulars Year ended March 31 2022 Year ended March 31 2021 Year ended March 31 2022 Year ended March 31 2021
Total Income 63554.47 54875.30 30754.01 30700.58
Total Expenditure 55796.00 50601.15 26454.91 28674.09
Profit before exceptional items and tax 7758.47 4274.15 4299.10 2026.49
Less: Share of loss from joint ventures 2262.15 1657.96 - -
Profit before exceptional items and tax 5496.32 2616.19 4299.10 2026.49
Add: Exceptional item - - - -
Profit before tax 5496.32 2616.19 4299.10 2026.49
Less: Provision for tax
Current tax 1781.97 1862.39 487.34 47.15
Deferred tax 100.38 (417.69) 613.83 94.24
Profit for the year 3613.97 1171.49 3197.93 1885.10
Add: Profit at the beginning of the year 51665.77 52262.46 13693.06 13564.81
Transfer from Other comprehensive income -- Remeasurement (loss) on defined benefit plans (net of taxes) - - - -
Group share of share issue expenses incurred by private trust (54.60) - - -
Re-measurement (loss)/gain on defined benefit plans during the year (29.52) (14.61) 1.28 0.52
Tax on defined benefit plans during the year 7.21 3.68 (0.33) (0.12)
Profit available for appropriation 55202.83 53423.02 16891.94 15450.31
Appropriations:
Final Dividend - (1757.25) - (1757.25)
Tax on interim equity dividend - - - -
Balance Carried Forward to Balance Sheet 55202.83 51665.77 16891.94 13693.06

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

OPERATION AND PERFORMANCE REVIEW

On the basis of Consolidated Financials

During the year IRB (Hereinafter "your Group") earned total income ofRs.63554.47 million as against the total income of Rs.54875.30 million in previous year.Contract revenue increased from Rs.37245.26 million for March 31 2021 to Rs.39304.91million for year ended March 31 2022. Toll revenues for March 312022 had increased toRs.17493.05 million from Rs.14697.68 million for March 31 2021. Net profit before shareof profit/(loss) from joint venture/ exceptional items and tax stood at Rs.7758.47million against Rs.4274.15 million for the previous financial year. Net profit before taxafter share of loss from joint ventures and exceptional items stood at Rs.5496.32 millionagainst Rs.2616.19 million for the previous financial year. Profit for the year endedMarch 31 2022 stood at Rs.3613.97 million as against Rs.1171.49 million for theprevious year.

On the basis of Standalone Financials

During the year your Company earned total income of Rs.30754.01 million for the yearended March 31 2022. Profit before tax stood at Rs.4299.10 million. Profit for the yearended March 312022 stood at Rs.3197.93 million as against Rs.1885.10 million for theprevious year.

There is no change in the nature of business of the Company during the year underreview.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of Loans Guarantees or Investments if any are given in the Notes to theAudited Financial Statements.

DIVIDEND

Your Company has not recommended any dividend on equity shares for the financial year2021-22.

CREDIT RATING OF COMPANY

• India Ratings and Research (Ind-Ra) has revised Company's Outlook from Negativeto Positive while affirming its Long-Term Issuer Rating at ‘IND A+'. [INDA+/Positive/ INDA1+] to the Company's non-fund based bank facilities limits aggregatingRs.12000 million and IND A+/ Positive to the NCDs of Rs.4000 million (reduced fromRs.12500 million). Term loans of Rs.12315.30 million is fully paid hence the Rating iswithdrawn.

• CRISIL Ratings has revised Company's Outlook on the long-term loan facilities to'Positive' from 'Stable' while reaffirming the rating at ‘CRISIL A' and reaffirmed at‘CRISIL A1' for Short Term Bank Guarantee of Rs.12000 million.

• Acuite Ratings & Research Limited has assigned its ‘ACUITE AA-/Stable'rating to the NCDs of Rs.3500 million. Further Acuite has reaffirmed its long term ratingof ‘Provisional ACUITE AA- to the Rs.1500 million Proposed Non-ConvertibleDebentures long term rating of 'ACUITE AA-' on the Rs.26000 million Proposed BankFacilities and short term rating of 'ACUITE A1+' on the Rs.250 million Proposed CommercialPaper.

BORROWINGS

As on March 31 2022 your Company's (Standalone) fund based facilities availed stoodat Rs.32501.87 million and non-fund based credit facilities availed stood at Rs.4629.00million.

SHARE CAPITAL

Change in the capital structure of the Company

During the period under review there has been no change in authorized share capital ofthe Company However the Company has issued and allotted 252450000 equity shares offace value of Rs.10/- each for a cash consideration at a price of Rs.211.79 each througha preferential issue on a private placement basis accordingly the capital structure of thecompany post allotment of equity shares is as follows:

Authorised Share Capital:

Rs.6150000000/- consisting of 615000000 equity shares of face value of Rs.10/-each fully paid.

Issued Subscribed & paid up capital:

Rs. 6039000000/- consisting of 603900000 equity shares of face value of Rs.10 eachfully paid.

DEBT SECURITIES

During the year the Company has issued and allotted Non-convertible debentures onprivate placement basis as under:

Sr. No. Issue Name Face value Issue Size Date of allotment
1. 9.55% Secured Redeemable Listed Rated Non-Convertible Debentures Rs.10 lakh each Rs. 350 Crores September 30 2021

During the year the Company has repurchased and redeemed following Non-convertibledebentures as detailed below:

Sr. No. Issue Name Face value Issue Size Date of repurchased/ redemption
1. 9.55% Secured Redeemable Listed Rated Non-Convertible Debentures (Rs. 10 lakh each (Rs. 300 Crores January 03 2022
2. 9.55% Secured Redeemable Listed Rated Non-Convertible Debentures (Rs. 10 lakh each (Rs. 200 Crores January 03 2022
3. 9.55% Secured Redeemable Listed Rated Non-Convertible Debentures (Rs. 10 lakh each (Rs. 150 Crores January 04 2022
4. 9.55% Secured Redeemable Listed Rated Non-Convertible Debentures (Rs. 10 lakh each (Rs. 200 Crores January 03 2022
5. 10% Secured Redeemable Unlisted Unrated Non-Convertible Debentures (Rs. 1 lakh each (Rs. 750 Crores January 05 2022

As on March 312022 The Company has following Outstanding Non-convertible debenturesissued by the company on private placement basis as under:

Sr. No. Issue Name Face value Issue Size Date of allotment
1. 9.55% Secured Redeemable Listed Rated Non-Convertible Debentures (Rs. 10 lakh each (Rs. 200 Crores May 212020
2. 9.55% Secured Redeemable Listed Rated Non-Convertible Debentures (Rs. 10 lakh each (Rs. 200 Crores June 29 2020
3. 9.927% Unlisted Unrated Secured Redeemable Non-Convertible Debentures (Rs. 1 lakh each for cash at a discount of 0.2845% (Rs. 2184.55 Crores February 22 2021
4. 9.55% Secured Redeemable Listed Rated Non-Convertible Debentures * (Rs. 10 lakh each (Rs. 350 Crores September 30 2021

*As on March 31 2022 face value of Secured Redeemable Listed Rated Non-ConvertibleDebentures was Rs.940000/- each

UPDATE ON PROJECT SPV'S OF THE COMPANY

Sr. No. Name of SPV Name of the project Phase (Construction/Toll) Project funding (Capital/ Borrowing) Other updates
1. VM7 Expressway Private Limited Gandeva Ena HAM Project The SPV has received appointed date from the competent authority in November 2021 The SPV has achieved financial closure in January 2021 by tying up debt of Rs.7470 Millions from the consortium of banks/financial Institution. The SPV was formed to implement Gandeva to Ena Section of Vadodara Mumbai Expressway Section which involves project of Eight lane access controlled Expressway from Km 190.000 to Km 217.500 of Vadodara Mumbai Expressway (Gandeva to Ena Section) in the State of Gujarat on Hybrid Annuity Mode under Bharatmala Pariyojana (Phase I-Package VII). The estimated Project Cost is approximately Rs.17020 Millions having a concession period of 15 years over and above construction period of 730 days. First year O & M cost is Rs.81 Millions. Subsequently the Concession Agreement has been signed for the Project with National Highways Authority of India (NHAI) in September 2020
2. Palsit Dankuni Tollway Private Limited (Implemented through IRB Infrastructure Trust w.e.f. April 21 2022) Palsit Dankuni BOT Project The SPV has received appointed date from the competent authority on April 02 2022 The SPV has achieved financial closure in January 2022 by tying up debt of Rs.16500 Millions from the consortium of banks/financial Institution. The SPV was formed to implement Six laning of National Corridor NH-19 from Palsit to Dankuni (up to NH-6 Connector) from km. 588.870 to km. 652.700 (total design length 63.830 km) in the State of West Bengal under Bharatmala Pariyojana to be executed on BOT (Toll) basis. The estimated Project Cost is approximately Rs.23140 Millions having a concession period of 17 Years from the Appointed Date (including Construction Period of 910 days).
3. Pathankot Mandi Highway Private Limited Pathankot Mandi HAM Project The SPV has received appointed date from the competent authority in May 2022 The SPV has achieved financial closure in December 2021 by tying up debt of Rs.373C Millions from the consortium of banks/financial Institution. The SPV was formed to implement Project of Rehabilitation and Upgradation to Four Lane configuration & Strengthening of Punjab/HP Border to Mo from Km 11.000 i to Km 42.000 (Design Length 28.700 KM) of NH-20 (New NH-154) of Pathankot-Mandi Section in the state of Himachal Pradesh on Hybrid Annuity Mode (HAM) (Package-IA). The estimated Project Cost is approximately Rs.8280 Millions having a Construction period of 730 Days & Operation Period of 15 (Fifteen) years commencing from COD. First year O & M cost is Rs.28.8 Millions.
4. Chittoor Thachur Highway Private Limited Chittoor Thachur HAM Project Appointed Date yet to be issued by NHAI The SPV has achieved financial closure in May 2022 by tying up debt of Rs.4293.6 Millions from the consortium of banks/financial Institution. The SPV was formed to implement the project of Development of Six Laning of Chittoor-Thachur road from km. 96.040 (Pondavakkam) to km. 116.100 (Kannigaipair) on Hybrid Annuity mode under Bharatmala Pariyojana in the state of Tamil Nadu (Package-IV). The estimated Project Cost is approximately Rs.9090 Millions having Construction Period of 730 Days & Operation Period of 15 (Fifteen) years commencing from COD. First year O & M cost is Rs.19.8 Million. Subsequently the Concession Agreement has been signed for the Project with NHAI in December 2021
5. Meerut Budaun Expressway Limited (Formerly known as Meerut Budaun Expressway Private Limited) Ganga Expressway DBFOT (Toll) basis Appointed Date yet to be issued by UPEIDA The SPV has achieved financial closure in June 2022 by tying up debt of Rs.26590 Millions from the consortium of banks/financial Institution. The SPV was formed to implement the project of development of Access Controlled Six Lane (Expandable to Eight Lane) Greenfield 'Ganga Expressway' [Group-I from Km. 7+900 (Village: Bijoli Distt: Meerut) to Km. 137+600 (Village: Nagla Barah Distt: Budaun) Design length 129.700 Km] in the State of Uttar Pradesh on DBFOT (Toll) basis under PPP. Subsequently the SPV has executed Concession Agreement with Uttar Pradesh Expressways Industrial Development Authority (UPEIDA) in January 2022.

IRB INFRASTRUCTURE TRUST

Your Company is Sponsor and Project Manager of IRB Infrastructure Trust ("PrivateTrust/Private InvIT") MMK Toll Road Private Limited ("MMK") is InvestmentManager of the Private Trust. During the year MMK has carried out its obligations underInvestment Management Agreement entered into with the Private Trust and earned managementfee of Rs.36 million.

The object and purpose of the Private Trust as described in the Indenture of Trust isto carry on the activity of an infrastructure investment trust under the InvITRegulations. Further the Company in the year 2019-20 had transferred Nine Project SPVs toIRB Infrastructure Trust in which the Company holds 51% stake while investors holds theremaining stake of 49%. During the period under review the Board has approved toimplement Palsit Dankuni Tollway Private Limited through the Company's associate viz. IRBInfrastructure Trust. Accordingly the Private Trust owns builds operates and maintainsa portfolio of ten toll-road assets in the states of Haryana Uttar Pradesh RajasthanGujarat Goa Maharashtra Karnataka and West Bengal in India. These toll roads areoperated and maintained pursuant to concessions awarded by the NHAI.

The Company acting as the Project Manager of the Private Trust carried outEngineering Procurement and Construction works ("EPC") in relation to therelevant project and Operation & Maintenance (O&M) work of the Project SPVs of thePrivate Trust for 10 years as per Project Implementation Agreements.

UPDATE ON PROJECT SPV'S OF IRB INFRASTRUCTURE TRUST

Sr. No. Name of SPV Name of the project Phase (Construction/Toll) Borrowing (in millions) Other updates
1. IRB Hapur Moradabad Tollway Ltd. Hapur Moradabad BOT Project Tolling and Construction 13569.50 The SPV has been issued a Completion Certificate by the Competent Authority in July 2022. Consequently toll rates for the SPV increased by ~ 65% and the SPV started collection of toll at revised toll rates.
2. IRB Westcoast Tollway Ltd. Goa/ Karnataka border to Kundapur BOT Project Tolling and Construction 9931.87 The SPV has been issued Provisional Certificate no. 2 by the Competent Authority in February 2022 for additional length of ~20 kms of the Project implemented by the SPV.
3. Kishangarh Gulabpura Tollway Ltd. Kishangarh Gulabpura BOT Project Tolling and Construction 9428.35 The SPV has been issued a Completion Certificate by the Competent Authority in July 2022. Consequently toll rates for the SPV increased by ~ 78% and the SPV started collection of toll at revised toll rates.
4. CG Tollway Ltd. Kishangarh Udaipur Ahmedabad BOT Project Tolling and Construction 14049.31 The SPV has been issued a Completion Certificate by the Competent Authority in August 2021. Consequently toll rates for the SPV increased by ~ 58% and the SPV started collection of toll at revised toll rates.
5. Udaipur Tollway Ltd. Udaipur BOT Project Tolling 15318.69 The SPV has been issued a Completion Certificate by the Competent Authority in June 2021. Consequently toll rates for the SPV increased by ~ 55% and the SPV started collection of toll at revised toll rates.
6. Yedeshi Aurangabad Tollway Ltd. Yedeshi Aurangabad BOT Project Tolling 13848.94 -
7. AE Tollway Ltd. Agra Etawah BOT Project Tolling 7274.61 -
8. Kaithal Tollway Ltd. Kaithal Rajasthan Border BOT Project Tolling 5497.18 The SPV has re-commenced toll collection at its toll plazas on 16th December 2021. Earlier the toll collection was stopped since December 2020 due to farmers' protest in the State of Haryana.
9. Solapur Yedeshi Tollway Ltd. Solapur Yedeshi BOT Project Tolling 5205.80 -

IRB INVIT FUND

Your Company is the Sponsor and the Project Manager of IRB InvIT Fund ("theTrust"). IRB Infrastructure Private Ltd (IRBFL) wholly owned subsidiary isInvestment Manager of the Trust. During the year IRBFL has carried out its obligationsunder Investment Management Agreement entered into with the Trust and earned managementfee of Rs.108.32 Million.

The Company being acting as the Project Manager of the Trust had earlier received WorkOrders for Operation & Maintenance (O&M) work of the Project SPVs of the Trust forfurther 10 years. The Company has carried out works on these Projects as per ProjectImplementation Agreements.

During the year under review the Company has received total distribution of Rs.825.07million (Rs. 8.90 per unit comprised of Rs.5.30 per unit as Interest and Rs.3.60 per unitas Return of Capital) from the Trust.

SUBSIDIARIES /ASSOCIATE/JOINT VENTURE COMPANIES/ENTITY

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

During the year under review the Company has incorporated four subsidiary Companiesi.e. Palsit Dankuni Tollway Private Limited Pathankot Mandi Highway Private LimitedChittoor Thachur Highway Private Limited and Meerut Budaun Expressway Limited.

IRB Kolhapur Integrated Road Development Company Private Limited subsidiary of theCompany had additionally proposed to carry the business of dealer/retailer/supplier of rawmaterial related to infrastructure development. Further there has been no change in thenature of business of the subsidiaries during the year under review. A statementcontaining salient features of the financial statements of the subsidiary companies isalso included in the Annual Report.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Deepali Mhaiskar (DIN 00309884) Whole Time Director of the Company is liable toretire by rotation at the forthcoming Annual General Meeting and being eligible offersherself for re-appointment. Your Directors recommend her re-appointment.

Mr. Sudhir Rao Hoshing (DIN: 02460530) and Mr. Mukeshlal Gupta (DIN: 02121698) resignedfrom the post of Director/Joint Managing Directors of the Company w.e.f. December 29 2021and Ms. Heena Raja (DIN: 07139357) resigned as an Independent Director of the Companyw.e.f. February 10 2022. Further Mr. Sudhir Rao Hoshing will continue to act as the ChiefExecutive Officer - Execution of the Company.

On December 29 2021 pursuant to the recommendation of Nomination & RemunerationCommittee of the Board Mr. Carlos Ricardo Ugarte Cruz Coke (DIN: 09441398) and Mr. JoseAngel Tamariz Martel Goncer (DIN: 09441516) was appointed as an Additional non-executiveDirectors of the Company.

On August 05 2022 pursuant to the recommendation of Nomination & RemunerationCommittee of the Board Mr. Virendra D. Mhaiskar was re-appointed as Chairman and ManagingDirector of the Company (holding DIN 00183554) subject to the approval of Shareholdersfor a further period of 5 years w.e.f. September 07 2022. Your directors recommended hisre-appointment as Chairman and Managing Director of the Company. Appropriate resolutionseeking your approval for the same has already been included in the Notice of the AnnualGeneral Meeting.

On February 10 2022 pursuant to the recommendation of Nomination & RemunerationCommittee of the Board Ms. Priti Savla (DIN: 00662996) was appointed as an IndependentDirector of the Company.

Appropriate resolutions seeking approval of the members for Appointment of Mr. CarlosRicardo Ugarte Cruz Coke Mr. Jose Angel Tamariz Martel Goncer as non-executive Directorsof the Company Ms. Priti Savla as Independent Director and change in terms of appointmentof Mr. Virendra D. Mhaiskar as Director Liable to retire by rotation from non-retiringdirector of the Company were passed by the members on May 04 2022 vide Postal Ballotnotice dated March 29 2022.

On December 29 2021 on the recommendation of Nomination & Remuneration Committeeof the Board Mr. Dhananjay Joshi was appointed as Chief Executive Officer - Corporate ofthe Company.

None of the Key Managerial Personnel has resigned during the year under review.

On the basis of confirmation received by the Company all Directors includingIndependent Directors appointed during the year have complied with the Code of Conductadopted by the Company. Further the Board also states that Independent Directors areperson of integrity and have adequate experience to serve as an Independent Director ofyour Company.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Further note that Mr. Carlos Ricardo Ugarte Cruz Coke resigned from the post ofNon-Executive Director of the Company effective from August 05 2022 and Mr. RavindraDhariwal (DIN 00003922) was appointed as an Additional Non- Executive Director of theCompany effective from August 05 2022 subject to the approval of Shareholders at theensuing General meeting.

The Board of Directors placed on record their appreciation for the valuablecontribution and guidance rendered by Mr. Sudhir Rao Hoshing and Mr. Mukeshlal Gupta asJoint Managing Directors Ms. Heena Raja as Director and Mr. Carlos Ricardo Ugarte CruzCoke as a Non- Executive Director of the Company during their tenure.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and otherCommittees. The manner in which the evaluation has been carried out has been covered inthe Corporate Governance Report.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

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

MEETINGS

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System including Internal Financial Controlscommensurate with the size scale and complexity of its operations as approved by theAudit Committee and the Board. The Internal Financial Controls are adequate and workingeffectively.

The scope and authority of the Internal Audit is laid down by the Audit Committee andaccordingly the Internal Audit Plan is approved. To maintain its objectivity andindependence the Internal Auditors report to the Chairman of the Audit Committee of theBoard.

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

Further the Board of each of the Group Companies has carried out analysis of itsbusiness activities and processes carried out by them and laid down Internal FinancialControls which are adhered to by the Group Companies.

OTHER DISCLOSURE

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy (SPOC Policy) fordirectors employees vendors/ consultants to report genuine concerns and has widelycirculated/ displayed for the information of the concern.

CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 reports on the Corporate Governance and Management Discussion and Analysis form partof the Annual Report. A Certificate from a Practicing Company Secretary on the compliancewith the provisions of Corporate Governance is annexed to the Corporate Governance Report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isavailable on the Company's website at www.irb.co.in.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 as amended the Company has transferred the unclaimed or un-encashed Interimdividends for financial years 2014-2015 to the Investor Education and Protection Fund(IEPF) established by the Central Government. Further as per said rules the Company hastransferred the shares on which dividend has not been encashed or claimed by theshareholders for seven consecutive years or more to the demat account of the IEPFAuthority. The Company has made available the complete details of the concernedshareholders whose share(s) were transferred to IEPF on its website at www.irb.co.in.

STATUTORY AUDITORS

M/s. B S R & Co. LLP (Firm Registration No. 101248W/W- 100022) CharteredAccountants Joint Statutory Auditors of the Company were appointed as Joint StatutoryAuditors of the Company till the conclusion of the 24th (Twenty Fourth) Annual GeneralMeeting as per the provisions of Section 139 of the Companies Act 2013. Accordinglytheir tenure as Statutory Auditor of the Company shall end upon conclusion of the ensuing24th (Twenty Fourth) Annual General Meeting.

The Board on recommendation of the Audit Committee has proposed the appointment ofM/s. M S K A & Associates (Firm

Registration No. 105047W) Chartered Accountants as Joint Statutory Auditors of theCompany in place of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W- 100022)Chartered Accountants for a consecutive term of 5 (five) years until the conclusion of29th AGM of the Company subject to approval of Members in ensuing AGM.

The Company has received letter from M/s. M S K A & Associates (Firm RegistrationNo. 105047W) Chartered Accountants that they are not disqualified from appointing as theAuditors of the Company.

M/s. Gokhale & Sathe (Firm Registration No. 103264W) Chartered Accountants JointStatutory Auditors of the Company were re-appointed as Joint Statutory Auditors of theCompany for a second term of 5 (five) consecutive years till the conclusion of 27th(Twenty Seventh) Annual General Meeting to be held in the year 2025.

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended the cost audit records are to be maintained bythe Company. Your Directors appointed Mrs. Netra Shashikant Apte Practicing CostAccountant (Membership No. 11865 and Firm Registration No. 102229) to audit the costaccounts of the Company for the financial year 2022-23 on a remuneration of Rs.110000/-(Rupees One Lakh Ten Thousand only) per annum excluding taxes. As required under theCompanies Act 2013 the remuneration payable to the cost auditor is required to be placedbefore the Members in a general meeting for their ratification. Accordingly a Resolutionseeking Member's ratification for the remuneration payable to Mrs. Netra Shashikant ApteCost Auditor is included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Mihen Halani & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for financial year 2021-22. The SecretarialAudit Report of the Company and its material subsidiaries for the financial year 2021-22are annexed herewith as "Annexure D E F G and H".

FIXED DEPOSITS

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

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were incompliance with the requirement of the Companies Act 2013 and the Rules framed thereunderand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

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

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

As per applicable provisions of the Companies Act 2013 the details of contracts andarrangements with related parties in Form AOC - 2 are annexed herewith as "AnnexureI". For disclosure more than 10% of Annual turnover with related party exceptwholly owned subsidiaries are considered material.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant & material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through risk registers and mitigating actions on a continuingbasis. These are discussed at the meetings of the Risk Management Committee the AuditCommittee and the Board of Directors as may be required..

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual financial statements for the financial yearended March 312022 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;

b) that such accounting policies as mentioned in Note 3 of the Notes to the FinancialStatements have been selected and applied consistently and judgments and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2022 and of the profit of the Company for theyear ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

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

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

HUMAN RESOURCE MANAGEMENT

The Company (IRB) has a large pool of experienced and skilled technical manpower withwhich IRB executes world-class projects and delivers excellent quality. IRB aims to keepits employees abreast of the latest technical developments and emerging technologiesrelated to the construction of roads and structures toll operations collection processesand road maintenance activities. The Company encourages its executives to attend seminarsand symposiums conducted by professional bodies of global repute. Employees are alsonominated to attend other professional skill-building programmes.

IRB's reputation of providing a congenial work environment that respects individualityand encourages professional growth innovation and performance acts as a strong pull toattract new industry talent. Human resources continue to be one of the core focus areas.Open work culture effective communications fair and equitable treatment and welfare ofemployees are significant value propositions which help IRB to retain its highly engagedtalent pool and generate trust among its employees. Non discrimination of employees on thebasis of caste creed region religion or gender; respect for human rights andestablished mechanism for addressing the grievances of employees are the policies whichare meticulously followed and vigorously implemented in the IRB group and are ingrained inthe DNA of our work culture. Therefore IRB remains the ‘employer of choice' with oneof the lowest attrition rates in the infrastructure sector and has won many awards likeDream Companies to work in construction Sector in India. Probably that's the reason thateven in the Covid pandemic situation our attrition rates remained low and we were notonly able to maintain the pace of project construction but also able to keep our tolloperations running smoothly without any disruption.

CORPORATE SOCIAL RESPONSIBILITY

IRB Group believes in making meaningful and lasting contribution to the societies inwhich it operates.

Being engaged in the development of infrastructure facilities we clearly realize thatthe foundations are the bedrock upon which all the future progress will be made. Hencethe Group values and ardently promotes activities which contribute in building strongfoundations of the society in which we operate. Under the guidance of the Board the GroupCompanies has formulated CSR Policy which enables them to take up initiatives in variousactivities like providing education & healthcare promoting gender equality etc.

Towards its commitment to help the underprivileged sections of the society Group hasfocused on one area for its attention and that is Right to Education. We in IRB understandthe impact the education has on a society's overall growth and wellbeing health andemployment. For the better future of a society there is no better way to contribute thanto focus on educating the girl child.

We have constructed one school in Tonk Rajasthan where 311 children disadvantagedsections of the society are getting free education and studying in different classes fromPre Primary to Class VIII since last ten years. Encouraged with the response of childrenand local villagers around the school we replicated the same template of school buildingconstruction in Pathankot Punjab. Classes started in this school from the Academic year2017-18. Currently 275 students belonging to disadvantaged section of population havejoined the school. IRB Schools have deliberately been ensuring that there will always bemore girl students than boy students studying in school run by it. With our focus beingon girl child education preference for admission is given to girl child like doneearlier in school in Rajasthan. Plans are now afoot to take up similar initiatives inother states where we have our presence.

What is noteworthy about these schools is that these are creating a new trail inencouraging girl children of the area in taking up education even in traditional andbackward rural societal segments of Rajasthan and Punjab. These schools providewell-constructed modern permanent school buildings having ventilated and well-lit classrooms clean and filtered drinking water and hygienic sanitation and lavatory facilities.Strict screening of the school staff and CCTV monitoring stringent control of visitors tothe schools are some of the factors which inspire confidence in parents of children totrust IRB Schools to provide a safe and nurturing environment where children study.

Due to Covid pandemic State Governments had closed the schools to safeguard health ofthe students. However it did not prevent our schools to continue teaching studentsthrough online classes and YouTube videos. Weak students are being given extra coaching byteachers.

Govt of India Ministry of Youth Affairs and Sports in consultation with the Ministryof Human Resource Development had launched Fit India School grading system in schoolsacross the country in November 2020. The Prime Minister encouraged School managementsacross the country to adopt the same. This programme demonstrates how much importance theschool gives to inculcating overall fitness among its students and teachers and providesinfrastructural facilities for fitness activities.

Both our schools have voluntarily registered for the Fit India indicating our resolveof not only laying strong educational foundation amongst the children studying in ourSchools but also help them in inculcating the importance of physical fitness in theiroverall growth and development. We will strive to ensure that children studying in ourschool not only become academically bright but also fit and sports-loving. In additionthe company is also extending support to many NGOs engaged in Swachh Bharat Mission. CSRPolicy adopted by the Board is available on the website of the Company www.irb.co.in

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

STATEMENT OF DEVIATIONS OR VARIATIONS

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure RequirementsRegulations) 2015 there was no deviation in the use of proceeds from the objects statedin the Private Placement Offer Letter cum Application Form dated December 22 2021 for thefunds raised through Preferential allotment of Equity Shares.

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as "Annexure K".

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

Having regard to the provisions of the first proviso to Section 136(1) of the CompaniesAct 2013 the Annual Report excluding the said information is being sent to the membersof the Company. The said information is available for inspection and any member interestedin obtaining such information may write to the Company Secretary.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Business Responsibility Report describing the initiatives taken bythe Company from environmental social and governance perspective is attached as part ofthe Annual Report as "Annexure L".

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no earning in the foreign currency while foreign currency expenditure duringthe year was Rs.1.82 Million. Since the Company does not have any manufacturing facilitythe other particulars required to be provided in terms of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are notapplicable.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Ministry of Road Transport &Highways National Highways Authority of India Uttar Pradesh Expressways IndustrialDevelopment Authority Maharashtra State Road Development Corporation Ltd. MaharashtraIndustrial Development Corporation Public Works Dept. various State Governments CentralGovernment for their support and guidance. Your Directors also thank Ministry of CorporateAffairs SEBI BSE Ltd. National Stock Exchange of India Ltd. Depositories RegulatorsFinancial Institutions and Banks Credit Rating Agencies Stakeholders SuppliersContractors Vendors and business associates for their continuous support. The Companyalso looks forward to their support in future. Also your Directors convey theirappreciation to the employees at all levels for their enormous personal efforts as well ascollective contribution to the Company's growth.

For and on behalf of the Board of Directors
Virendra D. Mhaiskar
Chairman & Managing Director
Registered Office: Off No. 11th Floor/1101
Hiranandani Knowledge Park
Place: Mumbai Technology Street Hill Side Avenue
Date: August 05 2022 Powai Mumbai - 400076

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