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Ircon International Ltd.

BSE: 541956 Sector: Infrastructure
NSE: IRCON ISIN Code: INE962Y01021
BSE 00:00 | 27 Jan 56.50 -1.70
(-2.92%)
OPEN

58.15

HIGH

58.90

LOW

54.20

NSE 00:00 | 27 Jan 56.55 -1.65
(-2.84%)
OPEN

58.10

HIGH

58.95

LOW

54.20

OPEN 58.15
PREVIOUS CLOSE 58.20
VOLUME 999367
52-Week high 66.80
52-Week low 34.80
P/E 8.46
Mkt Cap.(Rs cr) 5,314
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 58.15
CLOSE 58.20
VOLUME 999367
52-Week high 66.80
52-Week low 34.80
P/E 8.46
Mkt Cap.(Rs cr) 5,314
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ircon International Ltd. (IRCON) - Director Report

Company director report

To the Members

The Board of Directors of your Company take pleasure in presenting the46th Annual Report on the business and operations of the Company along withsummary of financial results and key highlights on the financial performance of yourcompany for the year ended March 31 2022.

(`in Crore)
PARTICULARS STANDALONE

CONSOLIDATED

FY2021-22 FY2020-21 %age CHANGE FY2021-22 FY2020-21 %age CHANGE
Financial Results
Total Income / Turnover 7181 5200 38.09 7586 5506 37.78
Total Operating Income / Turnover 6910 4956 39.43 7380 5350 37.94
EBIDTA 648 614 5.54 853 693 23.09
Profit Before Tax 610 574 6.27 689 578 19.20
Profit After 544 405 34.32 592 391 51.41
Net Worth 4621 4406 4.88 4667 4403 6.00
Appropriations
Dividend (Final & Interim)* 235.13 221.02 6.38
Earnings per share (in `) # 5.79 4.30 34.65 6.30 4.16 51.44

 

Notes:

* Includes proposed final dividend (subject to the approval ofshareholders at the ensuing AGM). # After issue of Bonus Shares in the ratio of 1:1 inMay 2021.

FINANCIAL HIGHLIGHTS

Despite aggressive competition volatile market conditions and impactof COVID-19 on the business scenario yourCompanyhasachieveditshighestevertotalincomeof`7181 Crore during FY2021-22 as compared to`5200 Crore in

FY2020-21 showing a quantum jump of approximately 38%.

The operating turnover of the Company for FY2021-22 has also shown asubstantial increase of 39.43% and stood at `6910 Crore as compared to `4956 Crore in FY

2020-21. With higher order book and faster execution of the projectsthere has been a significant turnover of the Company.

Profit Before Tax (PBT) for FY2021-22 stood at `610 Crore therebyshowing an increase of 6.27% as compared to `574 Crore in FY2020-21. Profit After Tax(PAT) has registered a growth of 34.32% to `544 Crore in FY 2021-22 as against `405 Crorein FY 2020-21.

The Net Worth of your company has increased by 4.88% from `4406 Crorein FY 2020-21 to `4621 Crore in FY2021-22 and earnings per share in FY 2021-22stood at

`5.79pershare(afterissueofBonusSharesintheratioof1:1in May 2021).

DIVIDEND

The Company is focused on enhancing shareholders value and has a trackrecord of paying dividend consistently since its beginning phase.

During the FY 2021-22 the Board of Directors had declared and paidinterim dividend thrice totaling to `1.85 per equity share on the face value of `2/- pershare amounting to `174 Crore (approx.) which is approximately 92.50% of the paid-up sharecapital of `188.10 Crore of the Company. All these interim dividends have been declaredout of the profits of the per the unaudited financial results for the three quartersending June September and December 2021.

The Board has further recommended an additional dividend of `0.65 perequity share on the face value of `2/- each amounting to `61.13 Crore (i.e. 32.50% of thepaid-up share capital of `188.10 Crore) out of profits the Company for the FY 2021-22which is subject to the approval of the shareholders.

With this the total dividend for the FY2021-22 would aggregate to`235.13 Crore (approx.) (i.e. 125% on the paid-up equity share capital of `188.10 Crore)which of FY2021- worksout to 43.20% of the post-tax profits 22 and 5.09% of net worth ofthe Company as on March 31 2022. After approval and payment of the proposed dividend thecumulative dividend paid to shareholders up to FY2021-22 will stand at `2374.47 Crore(approx.). The Dividend has been declared in line with the Dividend Distribution Policywhich is framed in terms of Regulation

43A of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 as amended (‘ListingRegulations') and the guidelines on “Capital Restructuring of Central PublicSector Enterprises”

SHARE CAPITAL & DISINVESTMENT OF SHARES

As on March 31 2022 the paid-up and subscribed equity share capital ofthe Company stood at `188.10 Crore comprising of 940515740 equity shares of face value`2/- each. During the year the paid-up share capital of the Company was increased from`94.05 Crore to `188.10 Crore due to issuance of fully paid bonus shares in the ratio of1:1 i.e. one (1) new fully paid-up equity share of `2/- each for every one (1) existingequity share of `2/- each which was approved by the members of the Company through PostalBallot. The record date for this purpose was May 21 2021 and the shares were allotted onMay 23 2021. After receipt of in-principle approvals from BSE Limited (BSE) and NationalStock Exchange of India Limited (NSE) on May 25 2021 corporate action of credit of bonusshares was completed on June 1 2021. The shareholding of the Promoter of the Company i.e.the

President of India stood at 73.18% of the total paid-up equity sharecapital of the Company as on March 31 2022. IRCON is compliant on the Minimum PublicShareholding (MPS) requirements specified in Rule 19(2) and Rule 19A of the SecuritiesContracts (Regulations) Rules 1957. Based on the market price of Ircon InternationalLimited

(IRCON) as on March 31 2022 it is placed in the top 1000 listedcompanies. As on March 31 2022 the market capitalization of your Company stood at`3743.25 Crore.

The Government of India had disinvested 10.53% of the paid-up equityshare capital of the Company in the FY 2017-18 by way of Initial Public Offering (IPO).Further 16% of the paid-up equity share capital of the Company was disinvested in the FY2020-21 by way of Offer For Sale (OFS) through Stock Exchange mechanism. The totalproceeds from these two disinvestments to the Government of India was `1144 Crore.

DEMATERIALISATION OF SHARES

As on June 30 2022 all the shares (except only 5607 shares inphysical form) are held in dematerialised form and the details of the dematerialisation ofshares are provided in the Corporate Governance Report.

TRANSFER TO RESERVES

Appropriations to retained earnings for the financial year ended March31 2022 were `214.54 Crore after proposed final dividend of`61.13 Crore and Bonus issueof 1:1 amounting to `94.05 Crore

CAPEX AND LIQUIDITY

During the year under review the Company on a standalone basis spent asum of `4.86 Crore on capital projects across domestic and foreign projects; whichincludes for constructing a building of `0.07 Crore; for acquiring Plant & Machineryof `1.35 Crore and `3.44

Crore for acquiring other assets. The Company's liquidity positionremains strong at `5340 Crore as on March 31 2022 comprising of `1206 Crore in cash andcash equivalent and `4134 Crore in other bank balances which includes client fund of `3291Crore and Project Fund of ` 1010 Crore.

The Company has also invested `212.84 Crore in the equity /quasi-equity of its subsidiaries and joint venture companies during the FY2021-22 whichstood at ` 1421.68 Crore as on March 31 2022.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has earned a foreign exchange of `521.26 Crore duringFY2021-22 as compared to `561.03 Crore earned during FY2020-21. The foreign exchange outgostood at `467.10 Crore during FY2021-22 as compared to `515.55 Crore during FY2020-21.Thus the net foreign exchange earnings have increased by 19.09% i.e. from `45.48 Crorein FY2020-21 to `54.16 Crore in FY2021- 22.

IRCON GROUP PERFORMANCE

During the year under review IRCON along with its subsidiaries(‘the Group') on a consolidated basis has recorded highest ever total turnoverof `7586 Crore (previous year: `5506 Crore). The Group has registered a quantum jump of37.94% in operating turnover to `7380 Crore (previous year `5350 Crore). The Groupreported a consolidated profit before tax of`689 Crore (previous year `578 Crore) andprofit after tax of `592 Crore (previous year: `391 Crore) both registering increase of

19.20% and 51.41% respectively.

The Group EBITDA was `853 Crore (previous year: `693 Crore) anincrease of 23.09% over the previous year. During the FY 2021-22 in terms of thefinancial performance the Company has achieved and crossed the Turnover targets criteriaof `6261 Crore (on Consolidated basis) set up by the Ministry of Railways in terms of theMemorandum of Understanding based on the DPE guidelines.

IMPACT OF COVID-19

The Company is continuously monitoring the material changes to futureeconomic conditions.

The Company has initiated several measures to help its employees andtheir families including establishing COVID care centers vaccination centers andproviding them access to medical care facilities. The Company has also taken variousinitiatives towards implementation of all precautionary measures to deal with thepandemic. During the FY 2021-22 the Company had made a contribution of `1.14 Crore towardsPrime Minister's Citizen Assistance and Relief in Emergency Situations Fund (PM CARESFund).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

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

FINANCIAL STATEMENTS

(STANDALONE AND CONSOLIDATED)

The Board of Directors of the Company has at its meeting held on May27 2022 had approved the Financial Statements for FY2021-22 (Standalone andConsolidated). In accordance with the provisions of Section 129 (3) of the Companies Act2013 the Company has prepared its Consolidated Financial Statements a) as per line-bylinemethod for its wholly-owned subsidiaries viz. Ircon

Infrastructure & Services Limited (IrconISL) Ircon PB TollwayLimited (IrconPBTL) Ircon Shivpuri Guna Tollway Limited (IrconSGTL) Ircon DavanagereHaveri Highway Limited (IrconDHHL) Ircon Vadodra Kim Expressway Limited (IrconVKEL)Ircon Gurgoan Rewari Highway Limited (IrconGRHL) Ircon Akloli-Shirsad Expressway Limited(IrconASEL) Ircon Ludhiana Rupnagar Highway Limited (IrconLRHL) Ircon Bhoj MorbeExpressway Limited (IrconBMEL) & Ircon Haridwar Bypass Limited (IrconHBL) andsubsidiary company viz. Ircon Renewable Power Limited (IRPL); and b) as per equity methodfor seven joint venture companies viz. Ircon-Soma Tollway Private Limited (ISTPL) IndianRailway 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 havebeen included in the standalone financial statements for the FY 2021-22.

IRSDC has received a letter from Ministry of Railway dated October 182021 for closure of business and transfer / hand over of its business /assets.Accordingly all assets and liabilities of IRSDC (other than its investment in itssubsidiary companies viz. Gandhi Nagar Railway and Urban Development Corporation (GARUD)and Surat Integrated Transportation Development Corporation Limited (SITCO) as on March 312022 are to be transferred to Rail Land Development Authority (RLDA) / Ministry ofRailways (MoR) on slump sale basis for a consideration not less than the book value. Tillsuch time the slump sale is approved by the competent authority (i.e. IRSDC/ RLDA/MoR)IRCON continues to apply equity method for consolidation purposes.

The Company would make available its audited financial statements(standalone and consolidated) / financial statements of its eight subsidiaries (IrconISLIrconPBTL IrconSGTL IrconDHHL IrconVKEL IrconGRHL IrconASEL & IrconLRHL) at itswebsite (www.ircon.org). Other three subsidiary companies viz. IrconBMEL IrconHBL &IRPL are incorporated after 31.12.2021 therefore their first financial year will end onMarch 31 2023; hence the audited financial statements of these three subsidiarycompanies will be placed on the website of the Company from the FY 2022-23 onwards.

Further a statement containing the salient features of the financialstatements of eleven subsidiaries and seven joint venture companies in Form AOC-1 isattached to the Financial Statements.

In view of the ongoing COVID-19 pandemic owing to the difficultiesinvolved in dispatching of physical copies of the financial statements (including Noticeof AGM Board's report Auditor's report or other documents required to beattached therewith) the Ministry of Corporate Affairs (MCA) and Securities Exchange Boardof India (SEBI) have prescribed that such statements shall be sent only through e-mails tothe members whose emails are registered with the company or with the depositoryparticipant / depository and to all other persons so entitled. These relaxations havebeen extended upto December 31 2022 by MCA and SEBI vide their circulars dated May 052022 and May 13 2022 respectively.

In view of the above relaxation and as part of green initiatives theelectronic delivery of the notice of Annual General Meeting (AGM) and Annual Report isbeing made to those shareholders whose e-mail addresses are already registered with therespective depository participants and downloaded from the depositories i.e. NSDL/ CDSL.These documents shall be made available on the website of the Company and to the stockexchanges viz. BSE and NSE.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required underRegulation 34 read with Schedule-V to the Listing Regulations and DPE Guidelines isannexed to the report and is incorporated herein by reference and forms an integral partof this report. It provides an overview of Global and Indian economy the industry andfuture outlook the Company overview its legal status and autonomy business divisions /units financial and operational performance projects undertaken in FY 2022 and upcomingprojects strengths scope and opportunities key concern areas response to COVID-19business strategies risk management internal control systems and their adequacy as wellas material developments in human resource.

EXTERNAL ENVIRONMENT MACROECONOMIC CONDITIONS

Spread of Coronavirus (COVID 2.0) and subsequently Omicron variantdisrupted the economy resulting in devastating effects on businesses financialinstitutions and industrial establishments worldwide in the beginning of the FY2021-22.Further global economic prospects have worsened significantly largely because ofRussia's invasion of Ukraine causing a tragic humanitarian crisis in Eastern Europeand the sanctions aimed at pressuring Russia to end hostilities. In addition to the warfrequent and wider-ranging lockdowns in China including in key manufacturing hubs havealso slowed activity there and could cause new bottlenecks in global supply chains.Higher broader and more persistent price pressures also led to a tightening of monetarypolicy in many countries. Overall risks to economic prospects have risen sharply andpolicy tradeoffs have become ever more challenging.

On the fiscal side policy space was already eroded in many countriesby necessary COVID-related spending.

Debt levels have risen significantly and extraordinary fiscal supportwas expected to be removed in 2022 23.

The war and the impending increase in global interest rates willfurther reduce fiscal space in many countries especially oil- and food-importing emergingmarket and developing economies.

The war has also increased the risk of a more permanent fragmentationof the world economy into geopolitical blocks with distinct technology standardscross-border payment systems and reserve currencies. Such a tectonic shift would entailhigh adjustment costs and long-run efficiency losses as supply chains and productionnetworks are reconfigured. It also represents a major challenge to the rules-basedframework that has governed international and economic relations for the last 70 years.

Commodity prices surged during the first quarter of 2022 reflectingthe effects of the war in Ukraine as well as continued growth in demand and variousconstraints on supply. Amid concerns about the war's disruptive effects on commoditysupply the increases in prices were particularly pronounced for commodities where Russiaand Ukraine are large exporters particularly energy fertilizers and some grains andmetals. These developments have added to a broad-based rise in commodity prices that beganin mid-2020 with a surge in demand driven by receding concerns about the COVID-19pandemic. Demand for commodities rebounded as the global economy recovered whilecommodity production increased more slowly weighed down by several years of weakinvestment in new production capacity as well as various supply disruptions.

ECONOMIC OUTLOOK

International Monetary Fund (IMF) has reduced its GDP projections forIndia in World Economic Outlook (July 2022) to 7.4% in 2022 and 6.1% in 2023. This is 0.8and 0.2 percentage points lower for 2022 and 2023 than the forecast made in January 2022by IMF. The downgrade largely reflects the war's direct impacts on Russia and Ukraineand global spillovers. Beyond 2023 global growth is forecast to decline to about 3.3%over the medium term. With a few exceptions employment and output will typically remainbelow pre-pandemic trends through 2026.

Inflation is expected to remain elevated for longer than in theprevious forecast driven by war-induced commodity price increases and broadening pricepressures. For 2022 inflation is projected at 5.7% in advanced economies and 8.7% inemerging market and developing economies which is 1.8% and 2.8% points higher than theprojected in January. Global growth is expected to slow significantly in 2022 largely asa consequence of the war.

According to the provisional estimates released by the NationalStatistical Office (NSO) on May 31 2022 India's real gross domestic product (GDP)growth in 2021-22 was 8.7%. This works out to 1.5% above the pre-pandemic level (2019-20).In Q42021-22 real GDP growth decelerated to 4.1% from 5.4% in Q3 dragged down mainly byweakness in private consumption on the back of the Omicron wave.

International Monetary Fund (IMF) has reduced its GDP projections forIndia in World Economic Outlook (April 2022) to 8.2% in 2022 and 6.9% in 2023 which is0.8% and 0.2% lower as compared to projections made by the IMF in January 2022.

ENGINEERING & CONSTRUCTION INDUSTRY

Infrastructure is the backbone of the economy of any country whichleads to overall economic growth. Infrastructure plays a huge role in propelling otherindustries and India's overall development. The government therefore focuses on thedevelopment of infrastructure and construction services through focused policies such asopen FDI norms large budget allocation to the infrastructure sector smart citiesmission etc.

Construction industry in India will remain buoyant due to increaseddemand from real estate and infrastructure projects. Indian Real Estate sector expected toreach a market size of USD 1 Tn by 2030. Smart Cities Mission launched by the UrbanOutcomes Framework 2022 Artificial Intelligence Playbook for Cities & AMPLIFI -Assessment and Monitoring Platform for liveable Inclusive and future-ready urban India topromote the use of data that addresses complex urban issues. The Smart Cities Mission andWorld Economic Forum have joined hands to setup a ‘virtual hub for collaboration onurban transformations. The hub will leverage emerging technologies and innovations totransform Indian cities into centres of sustainable inclusive and resilient growth.

India will require investment worth `50 trillion (US$ 777.73 billion)across infrastructure by 2022 for a sustainable development in the country. In November2021 India the US Israel and the UAE established a new quadrilateral economic forum tofocus on infrastructure development projects in the region and strengthen bilateralcooperation. The initiative ‘Infrastructure for Resilient Island States'(launched in November 2021) will give India a huge opportunity to contribute to thebetterment of other vulnerable countries in the world.

FDI in the construction development sector (townships housing builtup infrastructure and construction development projects) and construction (infrastructure)activities stood at $26.17 bn and $26.30 bn respectively between April 2000 and December2021. In March 2021 the Parliament passed a bill to set up the National Bank forFinancing Infrastructure and Development (NaBFID) to fund infrastructure projects inIndia.

INDUSTRY OUTLOOK

As a part of Government thrust on infrastructure and to give furtherimpetus to the implementation of priority programmes of National InfrastructurePrioritization National Monetization Pipeline and Gatishakti there has been a renewedthrust on scaling up infrastructure-centric capacity among public officials. Budget 2022also specified the importance of capacity building wherein it stated “With technicalsupport from the Capacity Building Commission central ministries state governments andtheir infra-agencies will have their skills upgraded. This will ramp up capacity inplanning design financing (including innovative ways) and implementation management ofthe PM GatiShakti infrastructure projects”.

The government has given a massive push to the infrastructure sector byallocating `10 lakh Crore (US$ 130.57 billion) to enhance the infrastructure sector inUnion Budget 2022-23. The government expanded the ‘National InfrastructurePipeline (NIP)' to 9335 projects. 217 projects worth `1.10 lakh Crore (US$ 15.09billion) were completed as of 2020. With the goal of developing infrastructure to lowerlogistic costs and improve the economy the Hon'ble

Prime Minister has announced a `100 lakh Crore master plan formulti-modal connectivity in October 2021. Commodity price have increased due to warbetween Russia & Ukraine which has adversely affected the industry. Commodity marketsare facing an unprecedented array of pressures lifting some prices to all-time highsparticularly for commodities where Russia or Ukraine is a key exporter.

Most commodity prices are expected to be sharply higher in 2022 than in2021 and to remain elevated in 2023-24 compared to their levels over the past five yearsEnergy and non-energy prices are forecast to rise by 50 and 20 percent in 2022respectively before pulling back somewhat in 2023. Infrastructure sector will improveonce the commodity prices will come down.

ORDER BOOK

In the industry that the Company pertains to an order book isconsidered an indicator of future performance since it represents a portion of anticipatedfuture revenue. The Company caters to both domestic as well as international markets andreceives orders both on competitive bidding as well as through nomination by the Ministryof Railways.

Ministry of Railways have made a significant policy on allotting theprojects to PSUs and have ended the system of competitive bidding amongst the eligiblePSUs and introduced competitive bidding for execution of railway works. During FY2021-22despite the change in the policy of MOR by elimination of competitive bidding amongst theeligible PSUs your Company has secured new works of approx. `16180 Crore. The order bookas on March 31 2022 stood at `43758 Crore (approx.) as compared to `34689 Crore(approx.) as on March 31 2021. The major new works include railway electrificationhighway project metro track works workshops airports and renewable energy; also civiland track work in prestigious High Speed Railway Project is being implemented for thefirst time in India. The order book as on June 30 2022 stood at `42066 Crore (approx.).The order book consists of value of works for which execution has not started as yet.

DOMESTIC PROJECTS

Since incorporation the Company has diversified into variousinfrastructure sectors and is now an established player in the field of railway andhighway construction.

Moreover it caters to customer needs in many other areas such as theconstruction of commercial and residential complexes power transmission lines industriallighting bridge and flyovers tunnels electrical and mechanical work signalling andtelecom production units station building multi-function complex and airports. Thediversification of project portfolio across various sectors has helped the company inde-risking its construction business and reduce our dependence on any sector or type ofproject.

In the coming future IRCON would be pursuing for projects ofHigh-Speed Rail NCRTC NHAI Indian Railways and other important and high value projectsin India.

NEW INDIAN PROJECTS

During the FY 2021-22 your Company was awarded projects in India for atotal value of `14400 Crore. The major projects secured in India through competitivebidding are as follows:

(`in Crore)

S. No. Project Details Total Value
1. Design Supply and Construction of Track and Track related works including Testing and Commissioning on Design-Build Lump Sum Price basis for Double Line High Speed Railway between Zaroli Village at Maharashtra-Gujarat Border (MAHSR Km. 156.000) and Vadodara (MAHSR Km. 393.700) in the State of Gujarat and the Union Territory of Dadra and Nagar Haveli for the Project for Construction of Mumbai- Ahmedabad High Speed Rail (Package No. MAHSR T-2) for National High Speed Rail Corporation Limited (NHSRCL)

5143

2. Setting up of 500 MW Grid Connected Solar PV Power Projects in India (Tranche III) under Central Public Sector Undertaking (CPSU) Scheme Phase-II (Government Producer Scheme) for Indian Renewable Energy Development Agency Limited (IREDA) 1960
3. Design and Construction of Civil and Building Works including Testing and Commissioning on Design Build Lump Sum Price Basis for Double Line High Speed Railway involving Ahmedabad Station Sabarmati Station Viaduct & Bridges Crossing Bridges (excluding fabrication and transportation of Steel truss girders) and Associated works between MAHSR Km. 489.467 and MAHSR Km. 507.599 in the State of Gujarat for the Project for Construction of Mumbai- Ahmedabad High Speed Rail (Package No. MAHSR C-7) for ‘NHSRCL'

1714

4. Construction of Eight Lane Access Controlled Expressway from Km 69.800 to Km 79.783 (Bhoj to Morbe Section-SPUR of Vadodara Mumbai Expressway) in the State of Maharashtra on HAM under Bharatmala Pariyojana (Phase-II-Package- XVII) for National Highways Authority of India (NHAI) 1436
5. Construction of Eight Lane access- controlled Expressway from Km 3.000 to Km 20.200 (Shirsad to Akloli Section-SPUR of Vadodara Mumbai Expressway) in the State of Maharashtra on HAM under Bharatmala Pariyojana (Phase II-Package XIV) for NHAI 1124
6. Construction of Four/ Six lane Greenfield Ludhiana-Rupnagar National Highway no. NH-205K from junction with NE-5 village near Manewal (Ludhiana) to junction with NH-205 near Bheora Village (Rupnagar) including spur to Kharar with Ludhiana Bypass under Bharatmala Pariyojana in the State of Punjab on HAM: Package-3 (Design Ch. 66.440 to Design Ch. 90.500 and spur to Kharar Design Ch. 0.000 to Design Ch. 19.200 total length 43.26 km) for National Highways Authority of India (NHAI)

1107

7. Upgradation and Four Laning of Haridwar Bypass Package-1 From Km. 0+000 (Km 188+100 of NH-58) to Km. 15+100 (Km 5+100 of NH 74) in the State of Uttarakhand on Hybrid Annuity Mode (HAM) for NHAI

861

8. Railway Elecrification works for Badarpur - Jiribam Katakhal - Bhairabi and Badapur - Karimgang - Sabroom Incl Karimgang - Maishasan Agartala - Akaura and Baraigram Dullabachera (590 RKM) for North East Frontier Railway (NRF)

659

9. Supply installation testing and commissioning of track works of standard gauge including all associated works in underground and elevated section between Light House Station and POONAMALLE Bypass Station and Poonamalle Depot in Corridor-4 of Chennai Metro Rail Project Phase-2 for Chennai Metro Rail Limited.

337

ONGOING PROJECTS:

A list of ongoing major projects in India is given at

Appendix-A.

During the FY 2021-22 following were some of the achievements ofon-going major projects in India:

1. In Udhampur-Srinagar-Baramula Rail Link (USBRL) project yourCompany has completed excavation of Main Tunnel of longest tunnel T-49 of 12.76 Km onFebruary 15 2022. Also excavation of about 11 Km in Main Tunnel of T15 was completed onJanuary 18 2022. Your Company has also achieved breakthrough blast in Tunnel No. 77D onMarch 03 2022 which is 2.65 KM long and is located at Village Bankoot in RambanDistrict. Execution of Tunnel T77D was very challenging due to low overburden extremelypoor geology conditions and social challenges as this tunnel crosses the residential area.With the completion of Tunnel T77D the 15 Km Block section from Banihal to Arpinchala isthrough for further works.

2. In Sivok-Rangpo Rail Link project your Company has completed 10.34excavation of Main Tunnels during the year 2021-22. Your Company has also achievedbreakthrough in tunnel no.14 on February 08 2022 which is 1.96 Km long and is located atRangpo in

Sikkim. The project has a peculiar geometry comprising of 14 tunnelswith in between bridges. There is practically no open space on the entire alignment except4 station yards. The project is of strategic importance with future connectivity toGangtok and thereafter to Indo-China border (Nathula pass) and has a vital role in meetingthe defense requirements.

3. In Hajipur-Bachwara Doubling project CRS inspection (Commission ofRailway Safety inspection) of Hajipur- Akshaywat Rai Nagar (11.5 km) was held on March 242022 and the section was commissioned at a maximum speed of 80 KMPH. CRS inspection ofShahpur Patoree-Sahdei Buzurg (12.41 km) was held on January 07 2022 and section gotcommissioned at maximum speed of 90 KMPH. The entire project is likely to be completed byJuly 2022.

4. In Corridor-I of East Corridor between Kharsia to

Dharamjaygarh project in the State of Chhattisgarh being executedthrough the JV Company Chhattisgarh East Railway Limited the Korichhapar toDharamjaygarh Section of 30 Km was formally opened for operation of Goods train withDiesel traction with only one train system on June 21 2021. This is the first coalconnectivity project where 74 Km (Single Down Line) has been commissioned. Commencement ofthis section will help in evacuation of coal from North Chhattisgarh Area thereby helpingin developing the entire nation.

This 74 Km is the first stretch being commissioned under the PPP model.Further the Gharghoda to Bhalumuda section of 14 Km [Spur Line (Single Line)] alsocommissioned for Goods train on February 25 2022.

Engine Rolling has also been done between Gurda- Korichhapar(Doubling); between Chhal Takeoff Point to Chhal Siding Holding Yard; and between Kharsia-Gurda (doubling) on June 24 2021 March 31 2022 and April 25 2022.

5. In Katni-Singrauli doubling project for the Katni-Singrauli sectionof 257 Km in FY 2021-22 after CRS inspection 43.33 Km has been successfullycommissioned i.e. Deoragram Majhauli section of 8.30 km commissioned at a maximum speed of90 KMPH on September 07 2021; New Katni Jn.-Katangi Khurd section of 7.80 Km Commissionedon June 14 2021;

Mahediya-Singrauli section of 5.90 km commissioned on February 112022; and Salhana-Pipriya-Khanna

Banjari section of 21.33 km commissioned on February 13 2022.

6. In the Dedicated Freight Corridor Project CTP-12 IRCON has set therecord of manufacturing and launching the largest precast PSC segmental twin shell box(measuring 18.47 meters in length 15.8 meters in width and 9.73 meters in height) at RoadOver Bridge (ROB) Valsad between Valsad and Pardi Railway Stations Gujarat. The workstarted on June 3 2021 and was completed on June 7 2021. Your Company has also completed200 km track linking out of 372 km stretch of this project between Vaitarna-Sachinsections by using imported New Track Construction machine.

7. After the close of the year on May 30 2022 the Hon'ble

Minister of Railways inaugurated an international standard fullyair-conditioned multi-purpose Indoor Stadium at Behala which was constructed by IRCON.This fully air-conditioned multi-purpose Indoor Stadium with state-of-the-art facilitieswas developed with a seating capacity of about 1100 in a two-tier viewer gallery. Theentire complex is housed in a unique shaped structure of 22 meters in height with asemicircular dome space frame roof structure having a dimension of 60M x 45M. This isequipped with a dedicated power backup arrangement and parking in the basement of thebuilding besides service lifts and a cafeteria etc.

INTERNATIONAL PROJECTS

Contribution of international projects to the total revenue in FY2021-22 stood at `480.43 Crore as compared to `582.13 Crore in the FY 2020-21 and hasdecreased by approximately 6.95%. In terms of operatingprofitthe contribution of foreignprojects stood at `39.51 Crore as compared to `34.75 Crore and has increased by 11.65%.

The Company continues to actively participate in new projects inforeign countries and has one ongoing project each in Bangladesh Algeria Sri LankaNepal and Myanmar. By continuing to diversify its business and graphical focus theCompany strives to secure a broader range of projects to maximize business volume andprofit 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 fundedthrough Multilateral funding agency.

New Foreign Projects

The Company was awarded one foreign project in Myanmar i.e.Construction of Road from Paletwa (Myanmar) to

Zorinpuri (Mizoram) under Kaladan Multi Modal Transit Transport Project(KMMTTP) on EPC Mode by Ministry of External Affairs Government of India on nominationbasis of the total value of `1780 Crore.

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 ofKhulna-Mongla Port Rail Line for Bangladesh Railway at US$ 147.78 million (equivalent toapprox. `911 Crore) and the revised cost is expected to reach US$ 182.37 million(equivalent to approx. `1349.53 Crore). The project includes construction of embankmenttracks all civil works major and minor bridges (except Rupsha Bridge) culverts andimplementation of EMP against Package WD1. While the Project was in full swing on allfronts it slowed down again due to COVID waves. Additional scope of work added in 2021 hasfurther delayed Project Completion.

The completion tenure is extended upto December 2022 along with theadditional scope of work and pending approval for variations.

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

The Company has also signed a contract for providing Technical AdvisoryServices (TAS) for Construction of New Railway Line from Agartala (India) -Akhaura(Bangladesh) and Project Management Consultancy (PMC) for Construction in BangladeshPortion with Ministry of External Affairs (MEA) Government of India. The constructioncontractor for the project is appointed by Bangladesh Railways and contract value is BDT240.9 Crore (equivalent to approx. `209.47 Crore). The completion period of theconstruction contractor is extended upto June 30 2022 and further time extension uptoDecember 2022 is under process. The overall progress of the project is approximately is56%.

ii. Algeria

In Algeria the Company secured a project for installing a double-trackline of 93 km in June 2008. The project was awarded by ANESRIF the National Agency forthe Planning and Implementation of Railway Investments Ministry of Transport Governmentof Algeria at a value of Algerian Dinar 1628 Crore (equivalent to approx. `1003 Crore)with completion date of November 2012. The project involves the construction of the secondline and upgradation of an existing line with a diversion of 10 km from Oued sly toYellel in Algiers-Oran section of Algerian Railways. The value of the contract includingadditional works for the realisation of the double line has been revised to AlgerianDinar 3268 Crore (equivalent to approx. ` 2248 Crore).

The project is likely to be completed in December 2023 as per therevised scope of work.

The work of 78 km new track line has been made operational in spite ofthe cash flow problems of ANESRIF which are hampering progress particularly thestructural works awarded to sub-contractors. Work on the existing line has also started inthe first stretch of 50 km out of 77 km of the existing line 6 out of 7 station buildingsare ready to be handed over and 8 major bridges have also been completed with theassurance of timely payments. The client has assured uninterrupted payments which willimprove the progress of work and is expected to get completed by December 2023.

iii. Sri Lanka

In Sri Lanka the Company secured a project for Upgradation of RailwayLine from Maho to Omanthai under Indian Line of Credit - Track Rehabilitation andancillary works. The project is awarded by Sri Lankan Railways under the Ministry ofTransport and Civil Aviation Government of Sri Lanka at a value of US$ 91.27 Million(equivalent to approx. `637.22 Crore).

Scope of work includes Upgradation of single line Broad Gauge trackfrom Maho-Omanthai of around 128 km length under Traffic Block. The project was awarded inApril 2019 with completion period of 36 months (starting from date of receipt of advancepayment).

The project is financed through EXIM Bank of India as per Indian lineof credit. The date of completion of the project as per the contract is November 28 2022.

The progress is severely hit by COVID-19 pandemic delay in grantingtraffic closure and prevailing Economic and fuel crisis in Sri Lanka yet the overallprogress of the project is approx. 50%.

iv. Nepal

In Nepal the Company is executing the following two projects:

(a) Construction of 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 Biratnagr (Nepal) Ch. Km 18.60. The proposed alignment in Indianportion (5.45 Km) falls in Araria district of Bihar State under Katihar Division of NorthEast Frontier Railways and on the Nepal side (13.15 Km) in Morang district.

The revised value of `395.94 Crore is under approval of the Ministry ofExternal Affairs. The overall progress of the project is approximately 84%.

(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 new BG rail line from Jaynagar(India) Ch. 0.00 Km to Bijalpura (Nepal) with extension upto Bardibas Ch. Km 68.72. Theproposed alignment in Indian portion (2.975 Km) falls in Madhubani district of Bihar Stateand on the Nepal side (65.745 Km) in Mahottari district.

The revised estimate of `783.83 Crore is under approval of the Ministryof External Affairs.

Your Company on behalf of the Government of India has handed over thenewly commissioned cross border rail section (Section-1) from Jayanagar (Km. 0.00) toKurtha (Km. 34.90) to Government of Nepal on October 22 2021 which was inauguratedthrough virtual mode by the Hon'ble Prime Minister of India and the Hon'blePrime Minister of Nepal on April phase of 34.9 Km Jaynagar 02 2022. The first (India) -Kurtha (Nepal) section is part of 68.72 Km

Jaynagar-Bijalpura-Bardibas rail link being built under Government ofIndia grant assistance of NPR 8.77 billion. This section was earlier a narrow-gauge raillink between Jayanagar and Bijalpura. There are 8 stations and halts on theJaynagar-Kurtha section which includes the historically important station of Janakpur.

Section-2 from Km 34.900 to km Km 52.34 Kurtha- Bijalpura have beencompleted. In Section-3 from Km 52.34 to Km 68.72 Bijalpura-Bardibas land has not yetbeen acquired by Government of Nepal. The overall progress of the project is approximately73%.

v. Myanmar

During FY2021-22 the Company has secured a project in Myanmar inFebruary 2022 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`1780 Crore. With this project it is intended to open up an alternate route to North-EastRegion and connect Mizoram with Chin State of Myanmar at Zorinpui. The project has twoparts viz (i) Waterway portion from Kolkata to Sittwe by Bay of Bengal and Sittwe toPaltewa by Kaladan River (ii) Roadway Portion i.e. Kaladan Road Project from Paletwa toZorinpui (109.20 km). KMMTT Project is being executed under grant-in-aid assistance fromGovernment of India to Government of Myanmar. The agreement for the execution of thisproject has been executed on March 07 2022 and is to be completed within 40 months fromthe date of the signing of the agreement.

REAL ESTATE SECTOR

In terms of the Corporate Plan IRCON has identified Real Estate Sectorfor selective diversification keeping in view the tremendous potential in this Sector. Inthe year 2014 your Company had acquired 8 plots in different sectors on leasehold basisfor 90 years at NOIDA and construction activities at these plots have been completed. Thebuildings are in the process of partial/complete leasing out. The Company has alsodeveloped property on a plot located in Sector-32 Gurugram Haryana which was procuredfrom Haryana Urban Development Authority (HUDA). The construction of this property alsohas been completed. This building is having the state-of-the-art 250 seats auditorium andtraining center equipped with latest equipment along with an accommodation facility andhas been registered with the trademark authorities in India as `IRCON INTERNATIONALTOWER'. The building is in the process of being leased out.

The Company had entered into a Memorandum of Understanding (MOU) onMarch 26 2018 with the Rail Land Development Authority (RLDA) for transfer of leaseholdrights to IRCON for commercial development on the land parcel measuring 4.3 (four pointsthree) Hectare at Bandra East Mumbai Maharashtra for 99 years against the payment ofUpfront Lease Premium. In consideration of its roles and responsibilities IRCON isentitled to receive from RLDA a fee for an amount equivalent to 3% (three percent) of theUpfront Lease Premium. The said MOU has expired on March 31 2021 and is in the process ofrenewal.

COMPANIES JOINT VENTURE COMPANIES AND ASSOCIATE COMPANIES

During the FY 2021-22 your company has incorporated four wholly-ownedsubsidiary companies viz. Ircon Akloli- Shirsad Expressway Limited (IrconASEL) on December23 2021; Ircon Ludhiana Rupnagar Highway Limited (IrconLRHL) on December 24 2021; IrconBhoj Morbe Expressway Limited (IrconBMEL) on January 06 2022 and Ircon Haridwar BypassLimited on January 13 2022. All these four wholly-owned subsidiary companies have beenformed as Special Purpose Vehicles (SPVs) for domiciling the projects awarded on HybridAnnuity Mode (HAM) by the National Highways Authority of India (NHAI).

Also one subsidiary company viz. Ircon Renewable Power Limited (IRPL)has been incorporated as Joint Venture Company and SPV (JV-SPV) on January 13 2022 withshareholding of 76% held by IRCON. The JV-SPV is undertaking the project of setting up of500 MW Grid Connected Solar PV Power Project under Central Public Sector Undertaking(“CPSE”) Scheme Phase-II issued by Indian Renewable Energy Development AgencyLimited (IREDA).

A brief background on the eleven subsidiary companies (including thenew companies formed in the FY 2021-22) and seven joint ventures companies of IRCON alongwith their financials and performance is given atAppendix-B. In terms of theCompany's Policy on the determining the “Material Subsidiary” andregulation 24A of the Listing Regulations for the financial year ending March 31 2022none of the subsidiary company is a ‘material subsidiary' i.e. whose totalincome or net worth exceeds 10% of consolidated income or net worth of IRCON in theimmediately preceding financial year i.e. March 31 2021.

COMPLIANCES OF PRESIDENTIAL DIRECTIVES

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

OFFICIAL LANGUAGE

The Company is undertaking various novel and encouraging initiativesfor extensive use of Hindi in the office. Some of them are: a. Pledge by all employees towork in Hindi completely on last Monday of every month. b. Rajbhasha Sanghosthi is beingconducted on a quarterly basis in Corporate Office. c. Birthday wishes to employees athought and a word contributed by different departments on rotational basis a poem byrenowned poets etc. are being displayed in Hindi at the reception. d. Thought of the dayand a word in Hindi is displayed at reception which is contributed by departments dailyon rotation basis.

Every third month a meeting is conducted by Hindi Department with anyone department in the Corporate Office in order to resolve issues faced in working inHindi. In addition regular quarterly meetings of Official Language ImplementationCommittee and quarterly workshops for effective use of the UNICODE system and officiallanguage are being conducted. Employees are being encouraged through various incentiveschemes for the implementation of the Annual Programme of the Official LanguageDepartment. The bilingual facility has been introduced for computer systems and mobilephones used by officials of the Company. Bilingual formats have been made available atIRCON's internal website for use by the employees.

COMPLIANCE OF RIGHT TO INFORMATION ACT 2005 Kolkata Project onSeptember 15 2021. Office

As per the requirements of the Right to Information Act 2005necessary updated information including the names of Appellate Authority Central PublicInformation Officer Assistant Public Information Officer and State Level PublicInformation Officers are posted on IRCON's website. Queries received have beenreplied within the stipulated time. The queries mostly related to service matters/recruitments finance contract CSR and projects.

The details of RTI cases have been published on Central InformationCommission (CIC) website on quarterly as well as on annual basis and a copy of the sameis forwarded to the Ministry of Railways for information.

During the year 2021-22 168 applications and 27 first appeals werereceived and at the beginning of the year 06 applications and 02 appeals were underprocess for disposal within the allowable time limit (i.e. total 174 applications and 29appeals during the year). Out of this 173 applications (including opening balance of 6applications) and 29 first appeals (including opening balance of 2 appeals) wereprocessed/disposed off. As on March 31 2022 only 01 application was under process fordisposal within the allowable time limit.

COMPLIANCE OF MSME GUIDELINES FOR IMPLEMENTATION OF PURCHASE PREFERENCEPOLICY

The Company has in place a comprehensive Purchase Preference Policysince June 2012 which is in line with the Public Procurement Policy for Micro and SmallEnterprises (MSEs) Order 2012 notified by the Ministry of Micro Small and MediumEnterprises (Ministry of MSME) under section 11 of Micro Small and Medium EnterprisesDevelopment Act 2006. IRCON uses Central Public Procurement portal (CPPP) and Governmente-Marketplace (GeM) portal for its procurement which provides facilitation ofregistration of MSEs firms registered with any statutory bodies specified by Ministry ofMSME and participation in e-tender by availing the benefits of exemption from payment ofthe cost of tender fee and Earnest money. All tenders valuing upto `200 Crore are invitedusing national competitive bidding in compliance to Public Procurement (Preference to makein India) Order 2017.

During the FY 2021-22 the Company has procured items valuing `184.18Crore from MSE vendor against expenditure valuing `601.33 Crore towards material stores& service thereby achieving 31% procurement from MSEs in compliance with theProcurement Policy. The Company has conducted two national level Special VendorDevelopment Programme at the Patna Project and Eastern

Region

In compliance with the Micro Small and Medium Enterprise DevelopmentAct 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 ofMSEs by discounting of their receivables and realisation of their payment before the duedate.

HUMAN RESOURCE DEVELOPMENT

IRCON acknowledges that its employees are the primary pillar of itssuccess and play a key role in protecting values and culture of the organization. Theorganization believes that its success depends on the alignment & performance of itspeople and in maintaining positive attitude in the workplace and committed to create acomfortable work environment that is collaborative inclusive performance oriented andfosters a culture of learning and growth. IRCON's Human Resource (HR) Philosophy isrooted in encouraging employee empowerment growth and development of individuals byrealizing their potential encouraging innovative ideas and giving performance linkedrewards. Its work culture is open and dynamic enabling employees to take the initiativein jobs with the active support of the top management.

At IRCON Human Resource Management (HRM) endeavour to employ retainand develop the right people. HRM constantly work towards creating the best possibleworking environment that is inclusive open diverse provides equal opportunities for allcategories of employees. The Company has adopted and aligned its HR strategy vis-a-vissystems and procedures taking into account the business objectives and competencebuilding needed for the organisation. HR strategy acts as a motivating factor for theemployees who contribute to the core competence of the organisation to create a matchbetween the Company's future needs and the aspirations of individual employees.

During the COVID-19 pandemic the Company has given its employees theflexibility and remote work option to ensure health safety and security of all itsemployees and their families. Multiple initiatives were undertaken to tackle the dynamicsituation pertaining to the pandemic and adequate support and medical help was provided toall concerned employees. The Company has a performance-oriented culture wherein thecontribution of every employee to the organisation is measured and suitably rewarded.IRCON has a sound and result-oriented Performance Management System (PMS). The systempromotes the Company's philosophy of rewarding and recognizing merit at all levelsand support the development of executives through a structured approach which is woveninto the appraisal of the Company. The Company takes pride in its highly motivated andcompetent human resource and its contribution.

MANPOWER STRENGTH

The total manpower strength of IRCON as on March 31 2022 stood at1278 (previous year 1298) which included 954 regular employees 28 employees ondeputation 293 on contract (including service contract) and 03 on fixed tenure basis. Outof the total 1278 employees of the Company 1218 are posted on Indian projects and 60 oninternational projects. Among 1278 employees 1029 are technically and professionallyqualified. There was a total of 66 women employees as on March 31 2022. The totalmanpower strength has reduced from the previous year as the Company is looking for waysto optimize the costs. During the year the total newly employed personnel stood at 181which included 31 regular employees 15 employees on deputation and 135 on contract(including service contract).

RESERVATION IN EMPLOYMENT

The Company continues to give utmost importance to the implementationof the policies and directives of the Government of India in matters relating toreservations in the employment of candidates belonging to Scheduled Caste (SC) / ScheduledTribe (ST) / other backward classes (OBC) and differently-abled categories. There was atotal of 515 SC / ST / OBC and differently-abled employees as on March 31 2022.

Further during the FY 2021-22 out of the 31 employees inductedagainst regular posts 03 belong to SC / ST / OBC and differently-abled categories.Similarly out of the 111 employees recruited against the contractual positions 52 belongto SC / ST / OBC and differently-abled categories.

During the FY 2021-22 training has been given to 252 employees out ofwhich 78 belong to SC/ST/OBC and differently-abled categories. To ensure the welfare ofthese employee categories the Company has appointed Liasion Officers.

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

TRAINING AND HUMAN RESOURCE DEVELOPMENT

IRCON puts a lot of emphasis on development and career progression ofemployees. Training programs are organised throughout the year. During the FY 2021-22in-house training programmes across all levels of employees were organised. Professionalprogrammes workshops health talks and seminars organised by reputed and prestigiousinstitutes / agencies were carefully identified in line with business needs of IRCON andsuitable officers were nominated for such programmes.

The Company has been continuously taking steps for building capacity ofits human resource through training in functional and general management areas contractand arbitration leadership information technology as well as soft skills. Externalfaculty is arranged wherever required and officials are nominated for carrying outworkshops and seminars with reputed institutes. Employee Development has always been apriority for the Company and various training and development plans have been initiatedfrom time to time. During the FY 2021-22 a total 211 man-days training was imparted toofficials of IRCON through workshops seminars conferences in-house training andtraining in external institutes.

EMPLOYEE WELFARE

The Company has adequate and robust schemes in place for the welfare ofthe employees. These are health cover medical scheme post-retirement medical schemepost-retirement pension scheme periodic health check-ups at regular intervalsallowances self-lease for residential accommodation educational scholarships to thewards of employees a one-time educational grant for admission to professional degrees anddiploma courses educational awards to meritorious children of employees educationalassistance to the wards of deceased employees assistance for marriage of daughters anddependent sisters of employees in non-executive categories and resort facilities foremployees and their family members on concessional rates through Dalmia and SterlingResorts.

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

The Company aims to provide a congenial and safe working atmosphere forwomen employees. The Company has in place a comprehensive policy for PreventionProhibition and Redressal of Sexual Harassment at Workplace covering all the employees (onregular including deputationists temporary ad-hoc contract / service contract or dailywages basis either directly or through an agency including a contractor co-worker acontract worker probationer trainee apprentice etc.) of the Company and the same isavailable at the website of Company. The policy extends to wholly-owned subsidiarycompanies of IRCON formed as Special Purpose Vehicles.

The Company has complied with the provisions relating to theconstitution of the Internal Complaints Committee as per the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The Company has a five-memberInternal Complaints Committee (ICC) for the prevention of sexual harassment at workplacecomprising of four officials of the Company and one external member from NGO. Furtherprovision pertaining to the prohibition of sexual harassment has also been incorporated inIRCON Conduct Disciplinary and Appeal Rules. No complaints relating to sexual harassmenthas been received by the Company during the year or pending from the previous year.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

Your company is committed to address social ethical and environmentalconcerns in which it operates and contribute to develop a sustainable society for futuregeneration while at the same time fulfilling the expectations of its stakeholders. Overthe years IRCON has identified Corporate Social Responsibility concern and implementingactions and initiatives that leads to positive impact in our Society and environment. TheCorporate Social Responsibility & Sustainability Policy (CSR Policy) formulated inalignment with the vision of the company lays down guidelines and mechanism to be adoptedby the company in order to carry out CSR Projects. Our CSR activities extend into theareas of education employment and skill development environment sustainability cleanwater & sanitization sports culture & heritage rural transformation andcontribution to PM CARES fund setup by the Central Government.

DPE has issued guidelines for CSR expenditure vide O.M. dated December10 2018 and May 12 2021 to CPSEs which inter-alia provide adoption of a theme-basedapproach for undertaking CSR activities to spend minimum 60% of the annual CSR allocationfor thematic programs and give preference to the Aspirational districts under their CSR.For the FY 2021-22 ‘Health & Nutrition' and COVID related activities wasselected as a common theme for undertaking CSR activities by the CPSEs for FY 2021-22.During the year under review all the CSR activities undertaken were conceived andimplemented through a focused approach towards target beneficiaries for generating maximumimpact and carried out in partnership with credential implementing agencies. In FY2021-22 as against the allocated budget of `10.50 Crore the Company has spent `10.52Crore on CSR activities. During FY 2021-22 the total funds donated to PrimeMinister's Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund)is `1.14 Crore. The maximum amount of the CSR Budget has been spent on health sectorincluding contribution to the PM CARES Fund. The Company has installed one Oxygengenerating plant at Samastipur Railway Hospital and also provided a rain water harvestingsystem at Delhi Area.

The CSR Policy providing guidelines to conduct CSR activities of theCompany is available on the website of the Company www.ircon.org. The Annual Report on CSR& Sustainability activities in terms of Section 135 of the Companies Act 2013 andCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021 is annexed andforms part of this report.

QUALITY HEALTH AND SAFETY QUALITY

IRCON is a precursor Public Sector Organization in adopting the QualityManagement System Certification in the domestic as well as International Markets. QualityManagement System (QMS) has been successfully sustained and continually improved since1996 when the Company as a whole was firstcertified for ISO: 9002- 1994 by TUV SUD LEDlamps Private Limited. also adds in Your Company an energyhas continued thecertification and sustained the system as per the latest version of Quality ManagementStandards i.e. ISO: 9001 - 2015 (by periodical re-certification audit after the expiry ofevery three years). Latest re-certification audit was conducted in January 2020 wherebythe Company has been re-certified by TUV SUD South Asia Private Limited for a period ofanother three years i.e. up to March 2023.

SAFETY HEALTH AND ENVIRONMENT MANAGEMENT (SHE)

The Company established an Environment Management System (EMS) andwascertifiedfor ISO: 14001-2004 in October 2011. The latest re-certification audit for ISO14001-2015 was conducted in January 2020 whereby the Company has been re-certified foranother three years i.e. up to February 2023. IRCON is also certificated forISO:45001-2018 which is valid upto December 2024.

ENVIRONMENT MANAGEMENT

The Company established an Environment Management System (EMS) and wascertified for October 2011. The latest re-certification audit for ISO 14001-2015 wasconducted in January 2020 whereby the Company has been re-certified for another threeyears i.e. up to February 2023.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND UPGRADATION

IRCON is conscious of the limited nature of conventional sources andthe importance of using our energy resources wisely. The Company has been consistentlylaying emphasis on utilizing energy efficient equipment in its office premises and invarious projects so as to minimally effect on the ecology and environment. Towardsconservation of energy IRCON has taken following steps: a) IRCON has installed a total of90 KW Roof Top Grid Connected Solar Power Plant at Corporate Office which is a step toconserve energy and contributing to environment through usage of Green Energy. Totalenergy produced by Solar Power plant is 44853 units of kWh which is 3.1% of the energybeing drawn from BSES.

b) Capacitor banks have been installed at Corporate Office building toimprove power factor which further reduces the Electrical Energy consumption. Totalenergy saved by capacitor banks is 220903 units or kWh per annum. c) The internallighting of Corporate Office building by energy-efficient saving of approx. 300000 unitsor kWh per annum. d) Automatic Power Factor (APF) correction panels of 10.7 kVAR capacityhave been designed and are being installed at the Receiving Substations (RSS) forDelhi-Ghaziabad-Meerut RRTS corridor of NCRTC project for RSS Energy Conservation.Moreover the RSS Control Room Building is also constructed with highest rating of IndianGreen Building Council (IGBC) standards to conserve energy. e) IRCON has also installedLED Lights for energy conservation which reduces energy consumption by upto 50% in variousprojects like Loco Shed at Bondamunda Staff Quarters at Mathura-Kasganj-Kalyanpur REProject etc. and are also planned to be installed at USBRL E&M Tunnel Project. f)Capacitor Banks of 2400 kVAR capacity have also been installed at Baramulla TSS (J&K)for USBRL RE project to improve the power factor. More than 3000 units of electricity on adaily basis will be conserved on installing capacitor banks once electric traction is14001-2004 in introduced in valley. Capacitor Banks are also planned to be installed atQazigund and Budgam TSS for energy conservation.

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

The Company is utilising the following as an alternate source ofenergy: a) IRCON is also providing the features similar to the `Green BuildingsConstructions' at Corporate Office Gurugram building and its project officesthereby reducing the environmental impacts on water materials waste energy and carbonemission. IRCON has installed solar panels at various offices/projects; and LED lightssensor lights & sensor taps are also being used in the Corporate & other officesto conserve electricity. b) IRCON has also installed Solar Power Photovoltaic Panels forits office Complex in Sangaldan (J&K) with a capacity of 110 kWp.

CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENT:

IRCON being primarily an EPC company has not made any significantcapital investment on energy conservation equipment during the year.

TECHNOLOGY ABSORPTION AND UPGRADATION EFFORTSMADETOWARDSTECHNOLOGYABSORPTION:

Towards technology upgradation the Company had purchased a New TrackConstruction (NTC) machine for Dedicated Freight Corridor Project CTP-12 (DFC project)which is successfully commissioned to improve productivity safety efficiency and qualityin track laying at DFC Project.

At present only two companies have this machine.

Moreover use of e-Office has been started at the Corporate Office andother project offices from January 2020 to enhance transparency accountability dataintegrity promote greater collaboration in the workplace and effective knowledgemanagement.

Also the SAP S4 HANA has been implemented within the organizationtowards the digitization of the business processes for reduction in the use of papersprinters cartridges and other associated resources. Your Company has secured a projectfor construction of Mumbai-Ahmedabad High Speed Railway (MAHSR)

Project on December 24 2021 which has been designated as the firstHigh Speed Railway networks planned to be constructed in India. For this network theJapanese system of the Shinkansen Bullet Train has been selected for its safetyperformance and reliability record. After securing the project IRCON has finalized thedetail programme of High- Speed Track construction based on Shinkansen technology foroverall total length of 237 Km between Vapi and Surat Railway Stations. This Shinkansentrack would be capable of running bullet trains at maximum permissible speed of 350 Kmph.The Shinkansen technology will use RCC track bed J Track slabs Cement Asphalt GroutSpecial fittings and JIS Rails instead of conventional ballast-less track beingconstructed in Metro network of Railways in India.

BENEFITS DERIVED LIKE PRODUCT IMPROVEMENT COST REDUCTION PRODUCTDEVELOPMENT OR IMPORT SUBSTITUTION

With the deployment of NTC machine 260-meter-long rail panel can belaid with uniform sleeper spacing and minimum manual interface. This ensures a betterquality of track laying and faster progress of track laying with 1.5 km completion perday.

IN CASE OF IMPORTED TECHNOLOGY (IMPORTED DURING THE LAST THREE YEARSRECKONED FROM THE BEGINNING OF THE FINANCIAL YEAR) a. Details of technology importedThe Company has not imported any technology.

However machine for laying long rail panels having length of 260-metereach is being used by Dedicated

Freight Corridor Corporation of India Limited (DFCCIL) [one of the CPSEunder the Ministry of Railways] for the first time in Indian Railways. IRCON also being acontractor of DFCCIL had purchased the machine i.e. New Track Machine (NTC) from M/sHarsco USA along with imparting supervision in order to train our Indian team deployed inthe project for obtaining efficient operators for handling of the technology in the longrun at company's other projects also.

b. Year of import - 2019

c. Whether the technology been fully absorbed;

At present out of a total scope of 372 TKM 213 TKM of track linkinghas been completed at DFCCIL CTP-12 Project.

d. If not fully absorbed areas where absorption has not taken placeand the reasons thereof;

At present the NTC machine is being used at DFCCIL

CTP-12 Project of the Company. It can be utilized at other projects asper the requirement.

RESEARCH AND DEVELOPMENT

The Company being primarily an EPC company does not undertake any pureresearch project but takes the help of consultants and firms to innovate and to developmethods and techniques to execute projects in a cost-effective manner with requisitequality to enhance the technical competence and efficiency.

INFORMATION TECHNOLOGY AND ERP

Information Technology (IT) in the Company is providing servicesrelated to Data Networks Company-wide software application implementations IT hardwareequipment procurement Implementation of Highway Traffic Management Systems (HTMS) TollManagement System (TMS) and Weigh-in-Motion on major highway projects executed andoperated by IRCON and its Joint Venture companies as concessioners. IT is not just serviceprovider but is also being used for productivity enhancement in IRCON. SAP ECC asEnterprise Resource Planning (ERP) application software for the operations of FinanceControlling and Human Resource Management has had been used by IRCON.

It is leading to company wide information availability transparencyand has enabled faster decision making. SAP Business Objects (SAP BO) an analyticalproduct of SAP was added to SAP implementation to automate on-demand financial reporting.This reporting tool fetches real-time data from SAP ECC and helps in preparation ofFinancial Statements of the Company. IRCON is in process of adopting latest upgradationwith S4-HANA system in lieu of SAP ECC system. Employee Self Service Portal Finance andHCM modules of SAP are under roll out process for entire organization and five pilotlocations are under go live for full functionalities. The financial statements for theyear ended March 31 2022 were prepared from SAP S4-HANA and salaries of employees arealso being processed through its payroll module of from April 2022 onwards. Fullyfunctional SAP S4-HANA after implementation will cover end-to-end business processes ofIRCON. S4-HANA ERP software's server infrastructure is hosted on RailTel cloud on aMEITY empaneled Datacenters to ensure secured access in high availability environmentwhere in there is scope for capacity augmentation without disruption of regular services.

E-Office system is deployed across IRCON for all domestic and foreignprojects. It is a step towards paperless office initiative from Government of India forthe approvals and and othermovement official documents. It is complete replacementof physical file system with loss less and undeletable data facility and DigitalSignature authentication features.

Implementation of S4-HANA as well as e-office will be in conjunction toeach other and will enable IRCON to march ahead with near paperless requirement in theentire organization.

Dedicated video conferencing facility on CISCO VC and Google Meet fromofficial email ID hosted on https:// mail.ircon.org is being widely used for conductingreview meetings with project offices trainings promotion interviews and contractmanagement issues etc. Especially during period of COVID-19 pandemic Google Meetsolutions were extensively used by all the employees and was one of the most importanttools for project review meetings and also the meetings of the Board of Directors itsCommittee meetings and General Meeting of the Company.

CORPORATE GOVERNANCE

The Company ensures that it evolves and follows the corporategovernance guidelines and best practices diligently not just to boost long-termshareholder value but also to respect minority rights. It is the inherent responsibilityof the Company to disclose timely and accurate information regarding the operationsperformance leadership and governance of the Company.

Pursuant to Regulation 34 of the Listing Regulations and DPE

Guidelines on Corporate Governance for Central Public SectorEnterprises issued in May 2010 the Corporate Governance Report along with compliancecertificates of Corporate Governance norms under the said Listing Regulations and DPEGuidelines are annexed and forms part of this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31 2022 the Company had nine Directors of which three arewhole-time Directors [Chairman & Managing Director Director (Finance) and Director(Projects)] two Government Nominee Directors and four Independent Directors. The post ofDirector (Works) is vacant since September 04 2021 and the additional charge to this postis held by CMD in terms of order of Ministry of Railways.

The Company has requested the Ministry of Railways for appointment ofrequisite number of Independent Directors (including One Women Director) in order tocomply with the statutory requirements. During the FY 2021-22 four Independent Directors(including woman independent director) were appointed by the Ministry of Railways onBoard of the Company. Now there was two vacancies to the post of Independent Director;though as per the actual strength of Board of Directors the vacant position ofIndependent Directors is one.

Pursuant to Section 203 of the Companies Act 2013 the Board ofDirectors had declared Chairman & Managing Director (CMD) as deemed Chief ExecutiveOfficer (CEO) and all the Whole-time Directors and Company Secretary as Key ManagerialPersonnel (KMP) of the Company. The senior most finance official of the Company is asChief Financial Officer (CFO) and KMP.

Board of Directors & Key Managerial Personnel (KMP) as on March 312022

The Board of Directors of the Company as on March 31 2022 wereExecutive (Functional) Directors viz. Shri Yogesh Kumar Misra (DIN: 07654014) Chairman& Managing Director & CEO with additional charge of the post of Director (Works)Shri Mohit Sinha (DIN: 00843548) Director (Finance) Shri Shyam Lal Gupta (DIN:07598920) Director (Projects); Part-time (Official)

Directors viz. Shri Rajesh Argal (DIN: 09171980) and Shri DhananjayaSingh (DIN: 08955500); being Government Nominee Directors 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 ChandulalBhadra (DIN: 09453387).

In addition to the CEO and whole-time directors other KMP as on March31 2022 were Shri Surajit Dutta Executive Director (Finance) & CFO [upto March 312022] and Ms. Ritu Arora Company Secretary.

Appointments and cessation of the Directors and KMP during and afterclose of the FY 2021-22

Changes in the post of Chairman & Managing Director:

During the FY 2021-22 Shri S.K. Chaudhary (DIN: 00515672) ceased tobe Chairman & Managing Director (CMD) and CEO w.e.f. April 30 2021 due tosuperannuation. Shri Mukesh Kumar Singh Director

(Finance) (DIN: 06607392) was entrusted with additional charge of thepost of CMD w.e.f. May 01 2021 & also appointed as CEO w.e.f. June 11 2021. ShriYogesh Kumar Misra on selection by Public Enterprises Selection Board (PESB) was appointedas CMD & CEO of the Company w.e.f. September 04 2021. Shri M.K. Singh relinquishedthe additional charge of the post of CMD & CEO on September 04 2021 on appointment ofShri Yogesh Kumar Misra as CMD.

Changes in the post of Director (Finance):

Shri M.K. Singh ceased to be Director (Finance) on September 30 2021due to superannuation. Shri Mohit Sinha Additional Member (Revenue) Railway Board wasentrusted with additional charge of the post of Director (Finance) w.e.f. December 032021. After the close of the FY 2021-22 Smt. Ragini Advani (DIN: 09575213) on selectionby PESB has been appointed as Director (Finance) designated w.e.f. April 19 2022[Additional Director] and Shri Mohit

Sinha has relinquished the additional charge of the post of Director(Finance) of the Company w.e.f. April 19 2022.

Changes in the post of Part-time (Official) Director / GovernmentNominee Director:

Further Shri Rajesh Argal Additional Member (Planning) Railway Boardwas appointed as Part-Time (Official) Director (Government Nominee Director) (AdditionalDirector) of the Company w.e.f. May 13 2021. Shri Rajesh Argal and Shri Dhananjaya Singh(DIN: 08955500) Part-time (Official) Directors appointed as Additional Directors wereregularized at the last Annual General Meeting of the Company held on September 24 2021.Appointment of Independent Directors:

During the FY 2021-22 Shri Ajay Kumar Chauhan w.e.f. November 112021; Shri Dipendra Kumar Gupta w.e.f. November 16 2021; Smt. Ranjana Upadhyay(Independent Women Director) w.e.f. November 16 2021; and Dr. Kartik Chandulal Bhadraw.e.f. December 31 2021 were appointed as Independent Directors (Additional Directors)

[Part-time (Non-Official) Directors] on the Board of the Company.

Change in the KMPs:

Consequent to appointment of Shri Mukesh Kumar Singh as CEO ShriSurajit Dutta former Executive Director (Finance) was appointed as CFO of the Companyw.e.f. June 11 2021. Shri Surajit Dutta ceased to be CFO & KMP of the Company onMarch 31 2022 due to superannuation. After the close of the year Shri Mugunthan BojuGowda Executive Director (Finance) was appointed as CFO & KMP w.e.f. April 26 2022.

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

INDEPENDENT DIRECTORS' DECLARATION

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

The Ministry of Corporate Affairs (MCA) has issued notifications inOctober 2019 relating to the creation and maintenance of the data bank for independentdirectors by Indian Institute of Corporate Affairs at Manesar Haryana (IICA). UnderSection 150(1) of the Companies Act 2013 IICA conducts Online ProficiencySelf-Assessment for Independent Directors. Accordingly all the Independent Directors ofthe Company during FY 2021-22 have got their names registered on data bank of IICA.

APPOINTMENT / RE-APPOINTMENT OF DIRECTORS THROUGH POSTAL BALLOT

Pursuant to the provisions of Section 1 52(2) of the Companies act2013 every director of the Company has to be appointed in the general meeting of theCompany. Further pursuant to SEBI Listing Regulations every listed entity shall ensurethat approval of shareholders for appointment of a person on the Board of Directors istaken at the next general meeting or within a time period of three months from the date ofappointment. The appointment of Smt. Ragini Advani as Director (Finance) is required to beapproved by the shareholders within a period of three months from the date of herappointment i.e. latest by July 1 8 2022. Thus with the approval of the Board thePostal Ballot Notice containing the Special Resolutions for regularization of appointmentof four Independent Directors viz. Shri Ajay Kumar Chauhan Shri Dipendra Kumar GuptaSmt. Ranjana Upadhyay and Dr Kartik Chandulal Bhadra and one ordinary resolution forregularization of appointment of Smt. Ragini Advani as Director (Finance) on the Board ofthe Company was sent to the members of the Company and approved by the members on June 292022.

RETIREMENT OF DIRECTORS BY ROTATION

In terms of Section 1 52 of the Companies Act 201 3 the provisions inrespect of retirement of Directors by rotation will not be applicable to the IndependentDirectors. In view of this all directors (other than the Independent Directors) areconsidered for retirement by rotation. Accordingly as per provisions of the CompaniesAct 2013 Shri Shyam Lal Gupta Director (Projects) and Shri Dhananjaya Singh Parttime(Official) Director are liable for retirement by rotation at the ensuing Annual GeneralMeeting (AGM) of the Company and being eligible offer themselves for re-appointment.

The details of such Director seeking re-appointment at the ensuing AGMare contained in the Notice convening ensuing AGM of the Company.

BOARD & COMMITTEE MEETINGS Board Meetings:

The Board met 9 times during the FY 2021-22 on April 05 2021; June11 2021; June 30 2021; August 12 2021; August 24 2021; November 12 2021; December17 2021; January 05 2022; and February 14 2022. The necessary quorum in terms ofListing Regulations was present for all the meetings except meetings held upto August 242021 due to non-appointment of Independent Directors by the Ministry of Railways. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 DPE Guidelines and the Listing Regulations.

During the FY 2021-22 all the meetings of the Board were held at theCompany's Registered Office in New Delhi through Video Conferencing mode. Onemeeting of Project Progress Review Committee of the Board was held at Srinagar Jammu& Kashmir in compliance with the direction of the DPE for holding Board Meeting /Strategic meets of CPSEs at destinations which have potential for development of tourismsector in the country.

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 2021-22 the Audit Committee of the Board met ten timesthe Nomination & Remuneration Committee met five times Stakeholders'Relationship Committee met one time; Risk Management Committee of the Board met two times;the Corporate Social Responsibility & Sustainability Committee met three times andthe Project Progress Review Committee met two times.

Details of constitution terms of reference of the Committees andattendance of Directors at meetings of the Committees are provided in the CorporateGovernance report forming part of Annual Report.

Separate Meeting of Independent Directors

In compliance with the provisions of Regulation 25(3) of SEBI ListingRegulations Schedule IV of the Companies Act 2013 and DPE OM dated March 20 2013 oneseparate meeting of Independent Directors was held on March 14 2022 (which continued onMarch 15 2022) at Mumbai Maharashtra 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 itsBoard is made by the President of India through the Administrative Ministry Ministry ofRailways. The key qualifications skills expertise and attributes of the Directors isincluded in the Corporate Governance Report.

PERFORMANCE EVALUATION

IRCON is a Government Company under the administrative control ofMinistry of Railways. The selection procedure for all the directors is also laid down bythe Government of India and all the directors of the Company have been appointed inaccordance with the said procedure. The functional directors including Chairman andManaging Director (CMD) are selected on the recommendations of Public EnterprisesSelection Board (PESB) in accordance with the procedure and guidelines laid down byGovernment of India and there are system and procedure laid down by DPE for evaluation ofits functional directors including CMD. The evaluation framework for assessing theperformance of functional directors comprises of the following key areas:

a) Performance of the Company under the MOU signed with the Ministry ofRailways. Performance with respect to the targets fixed for the respective director.

b) The evaluation includes self-evaluation by the respective functionaldirectors and subsequent assessment by CMD and thereafter final evaluation by theMinistry of Railways (the Administrative Ministry).

c) In respect of CMD the evaluation includes self-evaluation and finalevaluation by the Ministry of Railways.

In respect of Government Nominee Directors their evaluation is done bythe Ministry of Railways as per the procedure laid down. Since Independent Directors arealso appointed by the Government of India their evaluation is also done by the Ministryof Railways and finally by DPE.

REMUNERATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT

IRCON being a Government Company the remuneration payable to itsfunctional directors senior management officials and all other employees is inaccordance with the guidelines issued by DPE. As required in terms of section 178(4) ofthe Companies Act 2013 the salient features of the policy relating to the remunerationfor the key managerial personnel and other employees are placed on the website of theCompany at the web address www. ircon.org (HRM and Career Sections). The remunerationpolicy of the Company and the procedure and policy for appointment of Senior Managementare reviewed and recommended by the Nomination & Remuneration Committee before itsapproval by the Board of Directors.

Further as per provisions of section 197 of the Companies Act 2013read with the Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 201 4 every listed company is required to disclose certain details ofthe remuneration of the Directors in the Board's Report. However as per NotificationNo. GSR 463(E) dated June 5 2015 issued by the Ministry of Corporate Affairs GovernmentCompanies are exempted from complying with provisions of section 197 of the Companies Act2013.

Accordingly IRCON being a Government Company such particulars are notincluded as part of the Board's Report. However remuneration paid to directorsduring FY 202122 is disclosed in the Corporate Governance Report.

INTERNAL CONTROL SYSTEMS

The Company has in place adequate financial controls with reference tofinancial reporting in compliance with the provisions of the Companies Act 2013 and suchinternal financial controls over financial reporting were operating effectively. Thecontrols have been designed to provide assurance with respect of maintenance of properaccounting records ensuring the orderly conduct of its business including adherence tothe company's policies safeguarding of its assets prevention and detection of fraudand errors and ensuring the reliability of financial and operational information. Theinternal control system (including Internal Financial Controls over Financial Reporting)is reviewed on periodic and necessary changes are carried out to align with the changingbusiness requirements.

Details of the internal control system are provided in the ManagementDiscussion and Analysis Report.

INTERNAL CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

The Code of Conduct as approved by the Board has been posted on thewebsite of the Company i.e. www.ircon.org under the head Codes and Policies in theInvestors 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 Listing Regulations the Company is having a Board levelRisk Management Committee which as on March 31 2022 comprised of Director (Projects) asChairman and Shri Rajesh Argal Part-time (Official) Director and Shri Dipendra KumarGupta Independent Director as members. The Risk Management Policy of the Company has beenrevised and updated during the FY 2021-22.

Details of the Risk Management System are provided in the ManagementDiscussion and Analysis Report and the Risk Management Committee are provided in theCorporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM AND VIGILANCE ACTIVITIES

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

The Vigilance Department plays an advisory role to the top managementin 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 withCentral Vigilance Commission.

The Department ensures implementation of laid down guidelines /procedures through preventive checks of tenders and contracts execution of works andother functions as well as carry out investigations into complaints. During FY 2021-22the Department has carried out 01 surprise inspection and 04 periodic inspections onhigh-value projects. Apart from surprise and periodic inspections department has carriedout 08 preventive inspections on tenders floated from the corporate office. ChiefTechnical Examiner's Organisation (CTEO) (Technical wing of Central VigilanceCommission) has also carried out extensive investigation of 01 project. Complaints raisedagainst officials and procedures etc. by various Authorities (such as CVC/Railway BoardVigilance CBI Prime Minister's Office etc.) and received from other sources wereinvestigated to their logical conclusion. During FY 2021-22 01 complaint was received andalong with 06 pending complaints of the previous FY a total of 07 complaints weredisposed off. The complaints were related to irregularities during tendering execution ofcontract anonymous and pseudonymous and quality related issues. Also steps were takenfor closure of paras raised by CTEO. In addition scrutiny of immovable property returnsof employees creating awareness on rules / procedures / common irregularities inexecution through workshops training debate and competitions are the prime activitiesof the Department.

As a step towards ‘Leveraging of Technology' for bettertransparency Immovable Property Returns are filed by the officer through online systemsince 2012-13 and the process is running successfully. Vigilance Clearance filing ofvigilance complaints are also done through online system since April 04 2014.E-Procurement has already been started w.e.f July 1 2013 in the organisation in acomprehensive manner for achieving transparency for all value of the work.

"IRCON Career" application has been provided in the publicdomain to ensure that the public at large receives alerts and updates over the mobilephone regarding recruitment activities at IRCON.

IRCON has adopted Integrity Pact (IP) as recommended by the CentralVigilance Commission (CVC) on June 24 2014 for tenders/contract for works and supplywith an estimated value of ' 5 Crore and above on all Indian Projects. The Integrity Pactis made a compulsory document in the conditions of model e-Procurement Documents for allworks. Moreover IRCON has an Integrity Pact tool which is developed by TransparencyInternational India and it ensures that all activities and transactions between a Companyor

Government Departments and their Suppliers are handled in a fairtransparent and corruption-free manner.

As per the provision of Integrity Pact and relevant guidelines ofCentral Vigilance Commission Dr. T.M. Bhasin has been appointed as an IndependentExternal Monitor (IEM) on November 27 2020 and Shri Bimal Julka Retired IAS has beenappointed as second IEM to receive any complaints from the bidder and submit theinvestigation report.

Vigilance strives to achieve its objective of promoting an impartialfearless and transparent environment in the functioning of the organisation by takingsteps to prevent unethical practices.

RELATED PARTY TRANSACTIONS

Prior omnibus approval of the Audit Committee is obtained on yearlybasis for all Related Party Transactions with the subsidiary and joint venture (JV)companies which are of unforeseen and repetitive nature valuing upto ' 1 Crore in afinancial year. The transactions if any entered into with the subsidiary / JV Company inpursuant to the omnibus approval granted are placed before the Audit Committee on aquarterly basis. Approval of specific related party transactions other than those coveredunder the Omnibus approval are also obtained from the Audit Committee/ Board in compliancewith the requirement of the Companies Act and Listing Regulations.

In pursuance to Section 134(3)(h) of the Companies Act 2013 and Rule8(2) of the Companies (Accounts) Rules 2014 the "Disclosure of particulars ofcontracts / arrangements entered by the Company with related parties including certainarms-length transactions" are disclosed in Form AOC-2 and is annexed to this Report.Further the disclosure of all related party transactions including the transactionsentered in terms of regulation 53(f) of the Listing Regulations forms part of thefinancial statements.

The Related Party Transaction Policy of the Company has been revisedand approved by the Board during the year 2021-22 and is uploaded on the Company'swebsite of the Company 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 applicableaccounting standards had been followed except as otherwise stated in the annual financialstatements and there has been no material departure;

ii) that such accounting policies were selected and appliedconsistently and such judgments and estimates were made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company for the financialyear ended on March 31 2022 and of the profit of the Company for the FY 2021-22;

iii) that proper and sufficient care has been taken for the maintenanceof 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 andother irregularities;

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

v) that internal financial controls were adequate and operatingeffectively; and

vi) that proper system has been devised to ensure compliances with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

BUSINESS RESPONSIBILITY REPORT

The "Business Responsibility Report" in compliance with theprovisions of regulation 34 of the Listing Regulations in the format prescribed underSEBI Circular no. CIR/ CFD/ CMD/10/2015 dated November 4 2015 forms part of the Report.The report describes the initiatives taken by IRCON from an environmental social andgovernance perspective.

Further the amendment to regulation 34(2)(f) of LODR Regulationsissued vide Gazette notification no. SEBI/LAD- NRO/GN/2021/22 dated May 05 2021 hasintroduced a new reporting requirement on ESG parameters called Business Responsibilityand Sustainability Report (BRSR) which are mandatory for the top 1000 listed companiesfor the FY 2022-23 and for FY 2021-22 it is voluntary.

MOU RATING / AWARDS

In terms of the DPE guidelines every year a Memorandum ofUnderstanding (MOU) is entered into between Ministry of Railways and IRCON on selectedparameters having targets normally decided before the start of new financial year. Theachievements of these targets are evaluated after the end of the year to measure theperformance of the Company. Based on the MOU parameters and performance for the year2019-20 and 2020-21 the Company has been rated as ‘Excellent'. The Companyexpects to achieve ‘Very Good' rating for the year 202122.

The Company has received the following awards during the year 2021-22:

S. NO. DATE OF RECEIPT OF AWARD NAME OF THE AWARD CATEGORY / PROJECT
1. 29.07.2021 Governance Now 8th PSU Award In two categories viz. - CSR Commitment - CSR Leadership Award
2. 27.08.2021 National Awards for Excellence in PSU In three categories viz. - Innovation Social Media Outreach - Increasing the Geo-Strategic Reach - Exemplary Leader Award
3. 07.03.2022 Greentech Foundation Safety Award For Construction Safety

AUDITORS

STATUTORY AUDITORS

The Comptroller & Auditor General of India (C&AG) has appointedM/s HDSG & Associates Chartered Accountants New Delhi (Firm Registration No.002871N)as the single Statutory Auditors of the Company for FY 2021-22 except for the followingforeign projects for which C&AG has appointed the following as statutory auditors:

M/s Ait MIMOUN Rafik Algeria Project
M/s Edirisinghe & Co. Sri Lanka Project
M/s UHY Syful Shamsul Alam & Co. Bangladesh Project

COST AUDITORS

The Board of Directors has appointed M/s R.M. Bansal & Co. CostAccountants (having firm Registration No.000022) as Cost Auditor of the Company for theFY 2021- 22 for conducting the audit of cost records maintained by the Company as per theapplicable Rules / Guidance Note etc.

SECRETARIAL AUDITORS

In pursuant to the provisions of section 204 of the Companies Act 2013and Regulation 24A of the Listing Regulations the Board of Directors has appointed M/sKumar Naresh Sinha & Associates Company Secretary in practice (Firm Registration No.S2015UP440500) as the Secretarial Auditor for conducting Secretarial Audit of the Companyfor the FY 2021-22.

INTERNAL AUDITORS

The Board of Directors have appointed following Internal

Auditors for the Indian Projects for the FY 2021-22; and the InternalAudit of the foreign projects are done internally by employees of the Company:

M/s Ravi Rajan & Co. Chartered Accountants New Delhi Corporate Office
M/s SPMR & Associates Chartered Accountants New Delhi Northern Region
M/s Keshri & Associates Chartered Accountants Kolkata Eastern Region
M/s Dinesh K Yadav & Associates Chartered Accountants Patna Patna Region
M/s MKPS & Associates Chartered Accountants Mumbai Mumbai Region
M/s Hem Sandeep & Co. Chartered Accountants Jammu J&K Region

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

IRCON is engaged in the business of providing infrastructure facilitiesand 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 CompaniesAct 2013.

The details of investments made loans granted and guarantees extendedby the Company to its subsidiary and joint venture companies during the FY 2021-22 formspart 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 theyear.

OTHER DISCLOSURES EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act 2013 theAnnual Return of the Company as at March 31 2022 is placed on the website of the Companyat www.ircon.org under the Investors section.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has complied with the provisions relating to the InvestorEducation and Protection Fund (IEPF) under the Companies Act 2013 and the rules madethereunder. Company Secretary is the nodal officer to deal with the IEPF Authorities andcompliances related thereto.

No amount is due for transfer to IEPF and details of unclaimed dividendas on March 312022 are available on the website of the Company and this is alsodisclosed in the Corporate Governance report. Further the Company does not have shares inDemat Suspense Account/ Unclaimed Suspense Account/ Unclaimed dividend and has beendisclosed in the Corporate Governance report.

SECRETARIAL STANDARDS

During the year the Company is in compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

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

No order has been passed by the Regulators or Courts or Tribunalsimpacting the going concern status of the Company and its operations in future during theFY 2021- 22.

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

There are no proceedings initiated/pending against your company underthe Insolvency and Bankruptcy Code 2016 which will have material impact on the businessof the company.

CHANGE IN THE NATURE OF BUSINESS

There was no material change in the nature of business of the Companyduring the FY 2021-22.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of Listing Regulations and the guidelines on"Capital Restructuring of Central Public Sector Enterprises" issued by theDIPAM the Board of Directors of the Company has formulated and adopted the DividendDistribution Policy. The said Policy is annexed to this report and is also available onCompany's website www.ircon.org.

SECRETARIAL AUDIT REPORT AND MANAGEMENT RESPONSE THERETO

The "Secretarial Audit Report" from the secretarial auditorin Form MR-3 as required under section 204 of the Companies Act 2013 read with rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this report.

The Management Response on the qualification in the Secretarial AuditorReport and compliance of conditions of Corporate Governance for the FY 2021-22 forms partof this report.

STATUTORY AUDITORS' REPORT AND C&AG COMMENTS

The reports of the Statutory Auditors on the Financial Statements forFY 2021-22 (both on standalone and consolidated financial statements) are attachedseparately as part of the Annual Report. There are no qualifications reservations oradverse remarks made by HDSG & Associates Statutory Auditors in their report for thefinancial year ended on March 312022.

Comments of Comptroller & Auditor General (C&AG) of India onthe Audited Financial Statements of your Company for the FY 2021-22 are attached.

ACKNOWLEDGEMENT

The Directors of the Company would like to express their appreciationand thanks for the assistance and co-operation received from to the Ministries ofRailways Ministry of Road Transport and Highways (MoRTH) External Affairs FinanceCommerce Urban Development and other ministries departments and agencies the office ofComptroller & Auditor General of India Reserve Bank of India Statutory BranchCost Secretarial & Internal Auditors Bankers of the Company Indian Embassies &Missions abroad and Foreign Missions & Embassies in India EXIM Bank Export Creditand Guarantee Corporation; Protector of Immigration; Passport Authority; and our esteemedclients both in India and abroad without whose active support the achievements of theCompany during the year under review would not have been possible.

We place on record our sincere appreciation for all the employees ofthe Company at all levels for their untiring efforts dedication and sincerity of purposein improving the performance and profitability of the Company.

For and on behalf of the Board of Director

Sd/-

(Yogesh Kumar Misra)

Chairman & Managing Director & CEO

(DIN: 07654014)

Date: August 23 2022

Place: New Delhi

.