To the Members,

The Board of Directors of your Company are pleased to present the 49^th Annual Report of your company for the financial year ended March 31, 2025. This report provides a comprehensive overview of the Company's performance, including a summary of financial results and key highlights concerning the financial performance for the period ended March 31, 2025.

FINANCIAL RESULTS

(Rs in crore)

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

FINANCIAL HIGHLIGHTS

The Company has recorded a total income of Rs10,677.45 Crore during FY 2024-25. While this reflects a moderation from Rs12,387.85 Crore in FY 2023-24. The operating turnover for FY 2024-25 is Rs10,193.14 Crore, compared to Rs11,950.40 Crore in the previous year. This change is mainly because of the successful completion of some of the major projects in the current financial year. The company is actively working to secure more projects and grow its order book.

Profit Before Tax (PBT) stood at Rs917.81 Crore (Rs1,155.54 Crores in FY 2023-24), and Profit After Tax (PAT) at Rs737.59 Crore (Rs862.90 Crores in FY 2023-24), reflecting the impact of reduced turnover and provisioning in ongoing projects.

During the year, the Company's Net Worth stands at Rs6,237.43 Crore in FY 2024-25 showing an increase from Rs5,771.76 Crore in FY 2023-24. The Earnings Per Share (EPS) for the year ended March 31, 2025, is Rs7.84 per equity share (face value Rs2), compared to Rs9.17 in the previous year.

DIVIDEND

The Company's primary focus is on enhancing shareholder value. The Company has a consistent track record of paying dividends since its inception. In FY 2024-25, the Board of Directors declared and disbursed an interim dividend of Rs1.65 per equity share of a face value of Rs2/- per share. This amounted to approximately Rs155.18 Crore, (calculated at 82.50% of the paid-up share capital of Rs188.10 Crore). The interim dividend was declared based on the Company's unaudited financial results for the quarter ended December 2024.

Furthermore, the Board has recommended a final dividend of Rs1.00 per equity share on the face value of Rs2/- each, aggregating to Rs94.05 Crore (50% of the paid-up share capital of Rs188.10 Crore). This final dividend is subject to approval from the shareholders at the ensuing AGM and is based on the Company's profits for FY 2024-25.

Considering these dividends, the total dividend for FY 2024-25 would amount to approximately Rs249.24 Crore (Rs2.65 per share). This represents 33.79% of the post- tax profits for FY 2024-25 and 4.01% of the net worth of the Company as of March 31, 2025. Upon approval and payment of the proposed final dividend, the cumulative dividend paid to shareholders until FY 2024-25 will stand approximately Rs3,197.42 Crore.

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

SHARE CAPITAL

As on March 31, 2025, the paid-up equity share capital of the Company stood at Rs188.10 Crore comprising of 94,05,15,740 equity shares of face value of Rs2/- each. The shareholding of the Promoter of the Company i.e. the President of India stood at 65.17% of the total paid- up equity share capital of the Company, as on March 31, 2025. IRCON is compliant on the Minimum Public Shareholding (MPS) requirements specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957.

Pursuant to the amendment in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, IRCON is amongst the top 500 listed companies based on the average market capitalization as on 31^st December, 2024. As on 31^st December, 2024, the market capitalization of your Company stood at Rs22,737.83 Crore.

DEMATERIALISATION OF SHARES

As on March 31, 2025, all the shares, except 1074 shares in physical form are held in dematerialised form and the details of the dematerialisation of shares are provided in the Corporate Governance Report.

TRANSFER TO RETAINED EARNINGS

Appropriations to retained earnings for the financial year ended March 31, 2025 were Rs488.35 Crore after considering the total dividend of Rs249.24 Crore.

CAPEX AND LIQUIDITY

During the year, the Company on a standalone basis spent a sum of Rs378.94 Crore on capital projects across domestic and foreign projects; which includes Rs15.06 Crore towards construction of a building; Rs59.92 Crore for acquiring Plant & Machinery; Rs12.34 Crore for acquiring other assets (i.e. computer, furniture, software and others); and Rs291.62 Crore towards investments in SPVs.

The Company's liquidity position stood at Rs4,123.91 Crore as on March 31, 2025, comprising of Rs1,977.85 Crore in cash and cash equivalent and Rs2,146.06 Crore in other bank balances. Out of Rs4,123.91 Crore, client/ project funds amount to Rs3,268.95 Crore.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has earned a foreign exchange of Rs20,535 Crore cumulatively till date. During FY 2024-25, the Company has earned a foreign exchange of Rs831.06 Crore as compared to Rs622.66 Crore in FY 2023-24. The foreign exchange outgo stood at Rs660.42 Crore during FY 2024-25 as compared to Rs553.23 Crore during FY 2023- 24. Thus, the net foreign exchange earnings amount to Rs170.64 Crore in FY 2024-25.

IRCON GROUP PERFORMANCE

During the year, IRCON and its subsidiaries (the Group) recorded a total consolidated turnover of Rs11,131.03 crore (Rs12,870.52 Crore in FY 2023-24), and an operating turnover of Rs10,759.58 crore (Rs12,513.65 Crore in FY 2023- 24). While this reflects a slight reduction compared to the previous year, the Group still maintained strong financial performance, recording a profit before tax of Rs939.02 crore (Rs1,261.13 Crore in FY 2023-24), and a profit after tax of Rs727.83 crore (Rs929.51 Crore in FY 2023-24).

Importantly, IRCON has been awarded an "Excellent" rating for FY 2023-24 by the Department of Public Enterprises (DPE), recognizing the Group's performance as per the MoU targets.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

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

FINANCIAL STATEMENTS (STANDALONE AND CONSOLIDATED)

The Board of Directors of the Company has, at its meeting held on May 21, 2025, had approved the Financial Statements for FY 2024-25 (Standalone and Consolidated).

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the Company has prepared its Consolidated Financial Statements a) as per line-by- line method for its wholly-owned subsidiaries viz. Ircon Infrastructure & Services Limited (IrconISL), Ircon PB Tollway Limited (IrconPBTL), Ircon Shivpuri Guna Tollway Limited (IrconSGTL), Ircon Davanagere Haveri Highway Limited (IrconDHHL), Ircon Vadodara Kim Expressway Limited (IrconVKEL), Ircon Gurgaon Rewari Highway Limited (IrconGRHL), Ircon Akloli-Shirsad Expressway Limited (IrconASEL), Ircon Ludhiana Rupnagar Highway Limited (IrconLRHL), Ircon Bhoj Morbe Expressway Limited (IrconBMEL), & Ircon Haridwar Bypass Limited (IrconHBL) and subsidiary company viz. Ircon Renewable Power Limited (IRPL); and b) as per equity method, for seven joint venture companies viz. Ircon-Soma Tollway Private Limited (ISTPL), Indian Railway Stations Development Corporation Limited (IRSDC) [not on a going concern basis], Chhattisgarh East Railway Limited (CERL), Chhattisgarh East-West Railway Limited (CEWRL), Jharkhand Central Railway Limited (JCRL), Mahanadi Coal Railway Limited (MCRL) & Bastar Railway Private Limited (BRPL). The accounts of unincorporated joint ventures have been included in the standalone financial statements for the FY 2024-25.

CLOSURE OF PROJECTS

1. IRSDC:- The Ministry of Railways (MoR), via letter dated 18.10.2021, had granted in-principle approval for the closure of Indian Railway Station Development Corporation Limited (IRSDC) and the transfer of its business to RLDA. In FY 2024-25, with consent from JV partners (IRCON, RITES, and RLDA), IRSDC's assets and liabilities (excluding investments in SITCO and GARUD/SFM) were transferred to RLDA on a slump sale basis. A Business Transfer Agreement was signed on 9 April 2025, and Rs39.89 crore was received on 11 April 2025.

Earlier, RLDA paid Rs6.30 crore for SITCO in FY 2023-24 and acquired IRSDC's share in GARUD for Rs12.49 crore in June 2025. As of 31 March 2025, closure activities are near completion, and the company's financials are prepared on a liquidation basis. Appointment of a Liquidator under IBC is in progress. The Group continues to monitor developments and sees no impairment risk, with its share in IRSDC's net worth (Rs61.76 crore, 26% of Rs237.52 crore) remaining intact.

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

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

The Company would make available its audited financial statements (standalone and consolidated) for the FY 2024-25 and financial statements of its eleven subsidiaries (IrconISL, IrconPBTL, IrconSGTL, IrconDHHL, IrconVKEL, IrconGRHL, IrconASEL, IrconLRHL, IrconBMEL, IrconHBL & IRPL) at its website (www.ircon.org).

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

The Ministry of Corporate Affairs and the Securities and Exchange Board of India (SEBI) had allowed companies to send financial statements, including the Notice of AGM, Board's Report, Auditor's Report, and other related documents, exclusively via e-mail to members who have registered their email addresses with the company or with the depository participant/depository, as well as to other eligible persons. These relaxations have been extended until September 30, 2025, as per circulars dated September 19, 2024 and October 3, 2024 issued by MCA and SEBI respectively.

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

Further, details of Conservation of Energy, Technology Absorption and Upgradation, Foreign Exchange Earnings and Outgo and Corporate Social Responsibility, are provided in the Board's Report.

Memorandum of Understanding

IRCON has secured "Excellent" rating for FY 2023-24 from Department of Public Enterprises (DPE) based on performance parameters laid down in MoU.

DPE will assess the performance of the company against the MoU targets set in the MoU 2024-25. Based on self- evaluation, IRCON has achieved followings against MoU targets set by DPE.

Final MoU performance evaluation will be done by DPE based on the DPE guidelines and pending as on date.

EXTERNAL ENVIORNMENT

MACROECONOMIC CONDITIONS

According to the International Monetary Fund (IMF) in its World Economic Outlook (April 2025), global growth is projected to drop to 2.8% in 2025 and 3% in 2026 much below the historical (2000-19) average of 3.7%.

In emerging market and developing economies, growth is expected to slow down to 3.7% in 2025 and 3.9% in 2026, with significant downgrades for countries affected most by recent trade measures. After a marked slowdown in 2024, growth in emerging and developing Asia is expected to decline further to 4.5% in 2025 and 4.6% in 2026.

For India, the growth outlook is relatively more stable at 6.2% in 2025, supported by private consumption, particularly in rural areas, but this rate is 0.3% point lower than that in the January 2025, IMFs WEO Update on account of higher levels of trade tensions and global uncertainty. According to the International Monetary Fund (IMF) in its Fiscal Monitor (April 2025), Indian fiscal deficit reduced to 7.4% in 2024 from 7.9% in 2023, which is further expected to go down 6.9% in 2026.

INFRASTRUCTURE & CONSTRUCTION INDUSTRY - GOVERNMENT INITIATIVES & INDUSTRY OUTLOOK

Infrastructure is a foundational engine for India's industrial growth and national progress. In recognition of this, the government has prioritized strengthening infrastructure and construction through targeted policies like open FDI norms, major budget allocations, and the Smart Cities Mission. The Prime Minister has also launched the Gati Shakti Master Plan, which aims to accelerate national infrastructure by integrating various modes of transport.

India's logistics market is estimated to be US$ 317.26 billion in 2024 and is expected to reach US$ 484.43 billion by 2029, growing at a CAGR of 8.8%. The Ministry of Commerce and Industry, states that the logistics sector accounts for 5% of India's GDP and provides jobs for nearly 2.2 crore Indians. FDI rules have been significantly liberalized in India and can provide foreign investors with options aligned with their business goals. As per a report of Morgan Stanley India's infrastructure investment to steadily increase from 5.3% of GDP in FY24 to 6.5% of GDP by FY29.

In the Union Budget 2025-26, capital investment outlay for infrastructure has been increased to Rs11.21 lakh crore (US$ 128.64 billion), which would be 3.1% of GDP. Infrastructure Finance Secretariat is established to enhance opportunities for private investment in infrastructure that will assist all stakeholders for more private investment in infrastructure.

National Highways play a very important role in the economic and social development of the country by enabling efficient movement of freight and passengers and improving access to the market. India has the second largest road network in the world and its National Highways expanded from 65,569 km in 2004 to a total length of 1,46,145 km in 2024, forming the primary arterial network of the country. The Government of India has undertaken several initiatives to enhance and strengthen the National Highways network through flagship programmes such as the Bharatmala Pariyojana which includes the subsumed National Highway Development Project (NHDP), the Special Accelerated Road Development Programme for the North Eastern Region (SARDP-NE), and many more ongoing projects.

In the Union Budget 2025-26, the government allocated Rs2.87 lakh crore (US$ 32.94 billion) towards the Ministry of Road with a target of Rs35,000 crore (US$ 4.02 billion) in private sector investment. A network of 35 Multimodal Logistics Parks is planned to be developed as part of Bharatmala Pariyojana, with a total investment of about Rs46,000 crore (US$ 5.5 billion), which once operational, shall be able to handle around 700 million metric tonnes of cargo. Of this, MMLPs at 15 prioritized locations will be developed with a total investment of about Rs22,000 Crore (US$ 2.6 billion).

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

Indian Railways is exploring a new public-private partnership (PPP) model to attract private investment to re-develop railway stations. Under this model, investors would receive up to 40% of the total project cost as viability-gap funding (VGF) and be allowed to use the space above platforms and tracks commercially. The government announced 5,000 km of Metro rail network by 2047 in 100 cities. The Government of India aims to transform Indian Railways into a net-zero emitter as part of its broader energy goals by 2030.

Under the Union Budget 2025-26, the government has allocated record CAPEX of Rs2,65,200 crore (US$ 31.43 billion) for Railways. Indian Railways will achieve 100% electrification by FY26, with over 97% already completed, and is rapidly adopting renewable energy.

Union Minister of Finance, Ms. Nirmala Sitharaman announced plans to connect 120 new airports over the next 10 years, benefiting four crore additional passengers. In India, 158 Airports are operational and with construction of 84 airports over the last decade, India's aviation network is rapidly evolving and over 1.36 crore people have already travelled till March 13, 2024.

India is surpassing climate targets with 100 Gigawatts of solar, 47% non-fossil fuel power, and a 36% reduction in emissions intensity. The country has immense growth potential in renewable energy, especially in solar and wind power, as it aims to achieve 500 gigawatts of renewable energy capacity by 2030.

Ministry of New and Renewable Energy targets 500 GW non-fossil fuel-based electricity generation by 2030, as per the Prime Minister's COP26 announcement. Power generation from solar and wind projects are likely to be cost-competitive relative to thermal power generation in India in 2025-2030. India surpasses the global average in setting and reducing carbon emission targets, ranking among the top three countries worldwide for emission reporting and reduction efforts. It has been estimated that renewables will comprise 49% of India's power generation by 2040.

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

ORDER BOOK

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

The order book as on March 31, 2025, is Rs20,346.65 Crore as compared to Rs27,208 Crore as on March 31, 2024. The company has been facing some challenge in securing new order due to stiff competition and margins. However, given the growth in transportation Infrastructure Sector, we expect the order book to grow going forward.

DOMESTIC PROJECTS

Since incorporation, the Company has diversified into various infrastructure sectors and is now an established player in the field of railway and highway construction.

ONGOING PROJECTS

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

In FY 2024-25, the focus of your Company has been execution, faster deliveries and meeting stringent timelines for overall optimal contribution to the much- needed infrastructure growth. This is in line with the vision of our Hon'ble Prime Minister and Hon'ble Minister of Railways. During the FY 2024-25, IRCON has successfully commissioned following domestic projects:

• Dedicated Freight Corridor Project (Vaitarna-Sachin Section of Western Dedicated Freight Corridor Phase-2), Civil, Building and Track Works, Package- CTP 12 in the state of Maharashtra & Gujarat, Route Length-186 Km, NTC Track Laying-386 TKM- Rs3,500 Crore.

• In Kiul Gaya Doubling Project, in FY 2024-25 Waris Aliganj- Nawada section (19.5 Km) commissioned on 02.07.2024 and Nawada- Tilaiyya section (17 Km) commissioned on 05.02.2025, with this Kiul Gaya Doubling Project (122.80 Km) has been successfully commissioned.

• Replacement of Mechanical Signalling by EI at 20 stations of Moradabad Division of Northern Railway- Rs241.34 Crore.

• Railway Track (In-Plant) Package No. 50) for 3.0 MTPA integrated steel plant at Nagarnar- Rs52.95 Crore

Following were some of the achievements of on-going major projects in India:

1. In connection with Mahanadi Coal Railway Limited, Phase- I (Angul-Balaram section-14 Km) project, the S&T work at Balaram yard has been commissioned on

07.09.2024 and handed over to East Coast Railway for operation.

2. In Railway Electrification Projects, IRCON has successfully completed 911 RKM including 12 Traction Sub-stations along with 132 KV Transmission line spanning 97 Km.

3. Signalling works of New Electronic Interlocking (EI)/ Alterations in EI or Route Relay Interlocking (RRI) commissioned at 81 stations.

4. In Katni-Singrauli Doubling Project, Vijaysota - Beohari section (30 Km) successfully commissioned on 22.04.2024 and Joba-Marwasgram section (8 Km) successfully commissioned on 07.10.2024.

5. In Katni Grade Separator Bypass Project, trial run on Katni UP Grade Seperator between New Katangi Khurd Station to New Majhgawan Phatak (16 Km) successfully conducted on 31.03.2025.

6. In Akhaura-Agartala Rail Link Project, Nischintpur Yard-Agartala section (4 Km) new line successfully commissioned on 04.06.2024. With this commissioning entire Indian portion of 5.50 Km trans Bangladesh connectivity had been completed. Integration of newly developed Nischintpur Yard near Agartala Station in to the Indian Railway Network successfully completed on 24.03.2025.

7. In USBRL Project, Basindadhar-Sangaldan section (17 Km) new line successfully commissioned on 27.06.2024. With this commissioning entire scope of IRCON in USBRL New Line project has been completed.

8. Integrated Tunnel Communication works & VHF Tunnel Radio Communication System commissioned over 54 RKM & 108 Tunnel Km in USBRL Project, the largest such Network over Indian Railway.

9. In Coal Rail Connectivity Project, Jharkhand, Khurhagoda-Katkamsandi section (2.6 Km) new line successfully commissioned on 25.03.2025

10. In Bhoj Morbe Expressway Project Package-XVII of Vadodara Mumbai Expressway (VME) Project breakthrough of the LHS Tube of the 4.16 Km long twin-tube tunnel proposed in the project achieved successfully. This achievement, completed in just 485 days, marks the fastest tunnel breakthrough within the VME Projects.

11. In Mumbai Ahmedabad High Speed Rail, Package MAHSR C-7 08 number Via duct crossings approx. 18.20 Km of total Via Duct's length (One third of total) has been successfully completed.

12. In Sivok-Rangpo New Rail Line project, breakthrough of Tunnel T6 (3943 m) and Tunnel T4 (3948 m) successfully achieved.

13. In Sivok-Rangpo New Rail Line project, launching of 2X69 Open Web Girder of Bridge No.6 successfully completed. With this Girder launching of 7 out of 13 Major Bridges have been completed. Launching of 3X76.20 m Open Web Girders having combined weight of 985 MT, above 24 m from Ground level on Trestles. With this launching, Girder erection assembling of 8 Major Bridges completed in the project.

14. In Solar Project, 150 MW Solar Power commissioned (out of 500 MW Solar Power Plant) at Pavagada, Karnataka.

15. In Chennai Metro Rail Project, successful trial run of the priority section of Phase-II of the project had been conducted between Poonamallee depot and Mulliathotam station.

INTERNATIONAL PROJECTS

In FY 2024-25, the contribution of international projects to the total revenue amounted to Rs339.10 Crore, which accounts for 3.33 % of the operating turnover. This is in comparison to Rs574.82 Crore in FY 2023-24, which represented 4.81% of the operating turnover.

ONGOING PROJECTS

The Company is executing the following projects in foreign countries:

i. Bangladesh

The Company had signed an Agreement with Ministry of External Affairs (MEA), Government of India for providing Technical Advisory Services (TAS) for Construction of New Railway Line from Agartala (India) - Akhaura (Bangladesh) and Project Management Consultancy (PMC) for Construction in Bangladesh Portion. The construction contractor for the project is appointed by Bangladesh Railways for a contract value of BDT 240.9 Crore (equivalent to approx. Rs209.47 Crore). The work stands completed as on 30^th June 2024 and is currently under DLP upto 30^th June 2025. The Trial run was conducted on 30^th October, 2023 and Project was inaugurated by Prime Ministers of both countries on 1^st November, 2023.

ii. Algeria

The project was awarded by ANESRIF, the National Agency for the Planning and Implementation of Railway Investments, Ministry of public works and investments, Government of Algeria, at a value of Algerian Dinar 1,628 Crore (equivalent to approx. Rs1,003 Crore) with completion date of November 2012. The project involves the construction of the second line and upgradation of the existing lines, with a diversion of 10 km for the Relizane city, from the station Oued sly to the station Yellel in Algiers-Oran section of Algerian Railways. The value of the contract, including additional works for the construction of the double line, has been revised to Algerian Dinar 3,241 Crore (equivalent to approx. Rs2,395 Crore).

Installation of 214 Km of track (out of the total 218 Km) has been completed.Balance 4 km is pending on account of hindrances to be cleared by the client .. Work on the existing line has also been started and a total stretch of 74.8 km out of 75 km of the existing line, 6 out of 7 station buildings are completed in all respects, and all the 10 major rail bridges in the project have also been completed. The project is expected to be completed by December 2025.

iii. Sri Lanka

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

The Project was awarded on 29^th April 2019 by Sri Lankan Railways, under the Ministry of Transport and Civil Aviation, Government of Sri Lanka, with a project value of US$ 91.27 million (approximately Rs637.22 Crore) through competitive bidding with a completion period of 36 months, starting from the receipt of the advance payment on 29^th November 2019. The project is financed by Exim Bank of India under the Indian Line of Credit. The contract completion date is set for 28^th November 2022. However, the project experienced delays due to the Covid-19 pandemic, subsequent economic crises, political unrest, and protests in Sri Lanka.

The Project involves Upgradation of 128 Km BG railway line, in a Mega Traffic block in two phases, provided by the Sri Lanka Railways.

In the first phase, Upgradation of Anuradhapura to Omanthai section (63.0 KM) commenced in January 2023, and was completed and commissioned in July 2023. In the second phase, Upgradation of Maho to Anuradhapura (65 Km) began in January, 2024, and was completed and commissioned in September 2024. Finishing works are in progress.

Despite numerous challenges, including economic and fuel crises in Sri Lanka and unusual rainfall, IRCON successfully completed and commissioned the railway line from Maho to Omanthai within the allotted traffic blocks, maintaining exceptional quality and safety standards.

The upgradation will provide a safer, more comfortable, and reliable journey. The upgraded track will contribute to the modernization of Sri Lanka Railways, reduce travel time, boost tourism, and strengthen Indo-Sri Lankan relations.

The Maho-Omanthai Railway Line was ceremonially inaugurated on 6^th April 2025 by Hon'ble Prime Minister of India Shri Narendra Modi, and His Excellency Shri Anura Kumara Dissanayake, President of the Democratic Socialist Republic of Sri Lanka.

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

This project was awarded on 4^th December 2022 by Sri Lankan Railways, under the Ministry of Transport and Civil Aviation, Government of Sri Lanka, with a project value of US$ 14.90 million (approximately Rs121.25 Crore) through competitive bidding. The contract agreement was signed on 21^st September 2023. The completion period is 12 months from the receipt of the mobilization advance, with a defect liability period of 12 months and a warranty period of 36 months. The project will be implemented with grant assistance from India.

The scope of work includes the supply, installation, and commissioning of an electronic interlocking system at seven stations, along with single- line automatic block signaling for the Maho to Anuradhapura railway line. Additionally, it includes the construction of equipment rooms at seven stations and gate hut buildings at 20 locations.

The new advanced signaling system will enhance safety, reliability, line capacity, and simultaneous reception, minimizing train delays and reducing travel time.

The project was ceremonially launched on 6^th April 2025 by Hon'ble Prime Minister of India Shri Narendra Modi, and His Excellency Shri Anura Kumara Dissanayake, President of the Democratic Socialist Republic of Sri Lanka.

iv. Nepal

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

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

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

The revised value of contract of Rs484.59 Crore is under approval of the Ministry of External Affairs.

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

The overall progress of the project is approximately 86%.

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

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

The revised estimate of Rs907.59 Crore is under approval of the Ministry of External Affairs.

Your Company on behalf of the Government of India has handed over the newly commissioned cross border rail section (Section-1) from Jayanagar (Km. 0.00) to Kurtha (Km. 34.90) to Government of Nepal on 22^nd October, 2021 which was inaugurated through virtual mode by the Hon'ble Prime Minister of India and the Hon'ble Prime Minister of Nepal on 2^nd April, 2022. The first phase of 34.9 Km Jaynagar (India) - Kurtha (Nepal) section is part of 68.72 Km Jaynagar-Bijalpura-Bardibas rail link being built under Government of India grant assistance of Nepalese Rupee 8.77 billion.

Section-2 from Km 34.900 to km 52.34, Kurtha- Bijalpura has also been completed and commissioned on 16^th July 2023. In Section-3 from Km 52.34 to Km 68.72, Bijalpura-Bardibas, hindrance free land yet to be handed over by the Government of Nepal. The overall progress of the project is approximately 74%.

v. Myanmar

The Company has secured a project in Myanmar in FY 2022-23, for Balance work of construction of road from Paletwa (Myanmar) to Zorinpui (Mizoram) (Kaladan Road Project) under Kaladan Multi-Modal Transit Transport Project (KMMTT Project), from the Ministry of External Affairs, on EPC mode at a lump sum cost of Rs1,780 Crore. Construction of this project is intended to open up an alternate route to the North-East Region and connect Mizoram with Chin State of Myanmar at Zorinpui. The agreement for the execution of this project has been signed on 7^th March, 2022 and the project is to be completed within 40 months from the date of the signing of the agreement.

During FY 2024-25, work recommenced on a 90 Km stretch (50 Km from Paletwa end (Myanmar) & 40 Km from Zorinpui end (India-Myanmar Border).

Due to ongoing armed conflicts between Myanmar Army and Insurgent groups,the whole alignment is controlled by one of the insurgent groups. The progress of work is adversely affected. At present, there is no permission to work from GOM and transportation of construction materials such as cement, steel, cement etc. and machinery from GOM. The work is being progressed from Zorinpui side through proper liaisoning with all the stake holders. The entire stretch of 109 km length has been connected with a single lane pathway/carriageway passing through dense forest.

Inspite of adversity, Ircon has shown great resilience and commitment to continue with the work. Overall progress of the project is 15%.

COMPANIES, JOINT VENTURE COMPANIES AND ASSOCIATE COMPANIES

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

In terms of the Company's Policy on the determining the "Material Subsidiary" and provisions of LODR Regulations, for the financial year ending March 31, 2025, none of the subsidiary company is a 'material subsidiary' i.e. whose turnover or net worth exceeds 10% of consolidated turnover or net worth respectively, of IRCON and its subsidiaries in the immediately preceding financial year i.e. March 31, 2024.

COMPLIANCES OF PRESIDENTIAL DIRECTIVES

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

OFFICIAL LANGUAGE

The Company is undertaking various novel and encouraging initiatives for extensive use of Hindi in the office. Some of them are: Pledge by all employees to work in Hindi completely on last Monday of every month.

A. Rajbhasha Sanghosthi, Hindi Pakhwada is being conducted on a yearly basis in Corporate Office.

B. Birthdays of employees are displayed on the plasma screen at the reception area as a gesture of appreciation and encouragement.

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

COMPLIANCE OF RIGHT TO INFORMATION ACT, 2005

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

During the year 2024-25, 143 applications and 29 first appeals were received and at the beginning of the year 08 applications and 05 appeals were under process for disposal within the allowable time limit (i.e. total 151 applications and 34 appeals during the year). Out of which, 142 applications (including opening balance of 08 applications) and 26 First Appeals were disposed of. As on 31.03.2025, 09 applications and 03 appeals were under process for disposal within the allowable time limit.

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

The Company has in place a comprehensive Purchase Preference Policy since June 2012 which is in line with the Public Procurement Policy for Micro and Small Enterprises (MSEs) Amendment Order, 2022 notified by the Ministry of Micro, Small and Medium Enterprises (Ministry of MSME) under section 11 of Micro, Small and Medium Enterprises Development Act, 2006. IRCON uses Central Public Procurement portal (CPPP) and Government e-Marketplace (GeM) portal for its procurement, which provides facilitation of registration of MSEs firms registered with any statutory bodies specified by Ministry of MSME.

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

IRCON has taken several steps for effective implementation of MSE policy in the tender documents for procurement of goods & services. The benefits include waiver of tender document fee and earnest money deposit and also includes the purchase preference policy as prescribed under the Public Procurement Policy for Micro and Small Enterprises (MSEs) Amendment Order, 2022.

The Company has been extensively following the guidelines of Government on procurement through Government e-Market place (GeM) and provisions are also made in tenders to promote "Make in India" directives of the Government of India by giving preference to the Class-I Local suppliers & calling of tenders upto Rs200 Crore through National Competitive Bidding in line with the Public Procurement (Preference to Make in India), Order 2017.

During the FY 2024-25, the Company has procured items valuing Rs31.34 Crore from MSE vendors against expenditure valuing Rs118.01 Crore (excluding the procurement of items which are beyond the scope of MSEs) towards material, stores & service, thereby achieving 26.56% procurement from MSEs against the compliance requirement of 25% as per the procurement policy.

The Company has conducted four Vendor Development Programs during FY 2024-25. Details are as under-

1. "National Level - Special Vendor Development Program" for Micro and Small Enterprises especially owned by SC/ST and Women entrepreneurs organized in IRCON Corporate Office on 12.12.2024.

2. National Level Special Vendor Development Program (VDP) in association with EEPC India on 21.06.2024 through online VC mode.

3. National Level - Special Vendor Development Program" for Micro and Small Enterprises especially owned by SC/ST and Women entrepreneurs organized in IRCON Corporate Office on 11.03.2025.

4. Two days Vendor Development Programme cum industrial Exhibition at Lloyd Institute of Engineering, Greater Noida, Uttar Pradesh on 19^th and 20^th March 2025 organised by Ministry of MSME, MSME D.F.O, Okhla, New Delhi in association with IRCON.

In compliance with the Micro, Small and Medium Enterprise Development Act, 2006, the Company has on- boarded with all the 4 nos. Trade Receivables Discounting System (TReDS) platform authorized by RBI, w.e.f. January 25, 2018, to facilitate the financing of trade receivables of MSEs by discounting of their receivables and realization of their payment before the due date. A clause in General Conditions of Contract is incorporated for MSEs vendors willing to avail the facility.

HUMAN RESOURCE DEVELOPMENT

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

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

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

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

MANPOWER STRENGTH

The total manpower strength of IRCON as on March 31, 2025, stood at 1182, (previous year 1270) which included 834 regular employees, 27 employees on deputation, 317 on contract (including service contract) and 04 on fixed tenure basis. Out of the total employees of the Company, 1140 are posted on Indian projects and 42 on international projects. Among 1182 employees, 1017 are technically and professionally qualified.

There was a total of 55 women employees as on March 31, 2025.

The overall income per employee for FY 2024-25 stood at Rs9.03 Crore as compare to Rs9.75 Crore in FY 2023-24.

During the year, the total newly employed personnel stood at 109 which included 42 regular employees, 4 employees on deputation, and 63 on contract (including service contract).

RESERVATION IN EMPLOYMENT

The Company continues to give utmost importance to the implementation of the policies and directives of the Government of India in matters relating to reservations in the employment of candidates belonging to Scheduled Caste (SC) / Scheduled Tribe (ST) / other backward classes (OBC) and differently-abled categories. There was a total of 492 SC / ST / OBC and differently- abled employees as on March 31, 2025.

Further, during the FY 2024-25, out of the 42 employees inducted against regular posts, 24 belong to SC / ST / OBC/ EWS. Similarly, out of the 63 employees recruited against the contractual positions (including service contract), 19 belong to SC / ST / OBC / EWS (excluding service contract).

During the FY 2024-25, training has been given to 595 employees, out of which 238 belong to SC/ST/OBC and differently-abled categories. To ensure the welfare of these employee categories, the Company has appointed Liasion Officers.

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

TRAINING AND HUMAN RESOURCE DEVELOPMENT

IRCON puts a lot of emphasis on development and career progression of employees. Training programs are organised throughout the year. During the FY 2024- 25, in-house training programmes across all levels of employees were organised. Professional programmes, workshops, and seminars organised by reputed and prestigious institutes / agencies were carefully identified in line with business needs of IRCON, and suitable officers were nominated for such programmes.

The Company has been continuously taking steps for building capacity of its human resource through training in functional and general management areas, contract and arbitration, leadership, information technology, basics of ISO standards. External faculty is arranged wherever required, and officials are nominated for carrying out workshops and seminars with reputed institutes. Employee Development has always been a priority for the Company, and various training and development plans have been initiated from time to time. During the FY 2024-25, a total 1998 man- days training was imparted to officials of IRCON through workshops, seminars, conferences, in-house training and training in external institutes.

EMPLOYEE WELFARE

The Company has adequate and robust schemes in place for the welfare of the employees. These are health cover, medical scheme, post-retirement medical scheme, post- retirement pension scheme, periodic health check-ups at regular intervals, allowances, self-lease for residential accommodation, educational scholarships to the wards of employees, a one-time educational grant for admission to professional degrees and diploma courses, educational awards to meritorious children of employees, educational assistance to the wards of deceased employees, assistance for marriage of daughters and dependent sisters of employees in non-executive categories, and resort facilities for employees and their family members on concessional rates through Dalmia and Sterling Resorts. IRCON is complying with provisions relating to the Maternity Benefit Act, 1961.

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

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

Your Company has ensured compliance with the provisions concerning the formation of the Internal Committee (IC) as mandated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. The IC comprises five members, including four Company officials and one external member from an NGO. Additionally, provisions related to the prohibition of sexual harassment have been incorporated into the IRCON's Conduct, Disciplinary, and Appeal Rules.

IRCON has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. Further, the desired details are as follows:

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

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

In accordance with the guidelines issued by the Department of Public Enterprises (DPE) through their Office Memorandum dated December 10, 2018, along with the update on March 15, 2024, CPSEs (Central Public Sector Enterprises) are required to follow a theme-based approach for their CSR activities. The Company allocates a minimum of 60% of their annual CSR budget for thematic programs and give preference to the Aspirational districts in their CSR initiatives. For the FY 2024-25, by adhering to these guidelines and embracing the chosen theme, we are actively working towards making a positive difference in society and contributing to the well-being of our communities.

Throughout the year, we implemented numerous CSR projects across 15 aspirational districts as listed by NITI Aayog. These initiatives included the provision of ambulances at the village level, the installation of drinking water machines and solar power plants in schools and other community spaces, and the execution of a Techno- Entrepreneurship Training Program for underprivileged students. Furthermore, we supported organic farming, provided skill development training in areas such as web designing, digital marketing, and beauty and wellness to underprivileged girls, contributed to awareness about cleanliness of the Yamuna River, and offered self-defense training and wheelchair distribution.

In the FY 2024-25, Company has spent Rs14.15 Crore against the Allocated CSR Budget of Rs14.13 Crore. During the year, the Company provided nutritional supplements for the development of Anganwadi centers, conducted cervical cancer screenings and nutritional and eye check- up camps with the distribution of spectacles, offered OPD services and free cataract surgeries, and organized numerous medical camps.

The CSR Policy, which provides comprehensive guidelines for conducting CSR activities, is available on our Company's website: www.ircon.org. Furthermore, the Annual Report on CSR & Sustainability activities, in compliance with Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended to this report, forming an integral part of it.

QUALITY, HEALTH AND SAFETY

QUALITY MANAGEMENT SYSTEM

IRCON is a precursor Public Sector Organization in adopting the Quality Management System Certification in the domestic as well as International Markets. Quality Management System (QMS) has been successfully sustained and continually improved since 1996 when the Company as a whole was first certified for ISO 9002:1994 by TUV SUD Private Limited. IRCON has continued the certification and sustained the system as per the latest version of Quality Management Standards i.e. ISO 9001:2015 (by periodical re-certification audit after the expiry of every three years). Latest surveillance audit was conducted by TUV SUD South Asia Private Limited in the month of January, 2025, and the validity of the certificate is up to March, 2026.

OCCUPATIONAL HEALTH AND SAFETY MANAGEMENT SYSTEM

The Company established an Occupational Health & Safety Management System and was certified for ISO 45001:2004 in October, 2011. The latest Re-certification audit for ISO 45001:2018 was conducted by TUV SUD South Asia Private Limited in the month of October, 2024 and the validity of the certificate is up to December, 2027.

ENVIRONMENT MANAGEMENT

The Company established an Environment Management System (EMS) and was certified for ISO 14001:2004 in October, 2011. The latest surveillance audit for ISO 14001:2015 was conducted by TUV SUD South Asia Private Limited in the month of October 2024, and validity of the certificate is up to February 2026.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND UPGRADATION

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

a) IRCON has a total of 200 kW Grid Connected roof top Solar Power Plant installed at Corporate Office which is a considerable step to conserve energy and contributing to environment through usage of Green Energy. The total energy produced by this Solar Power plant shall be approximately 3,00,000 units annually which is ~25% of the energy being drawn from the electrical grid. IRCON has also installed a total of 75 kW Roof top Off Grid Solar Power Plant at its IRCON Tower, Gurugram thereby reducing energy consumption. Also, capacitor banks of 600 kVAR capacity have been installed at Corporate Office building and 1600 kVAR at IRCON's Gurugram Building to improve the power factor, which further reduces the Electrical Energy consumption by more than 10%.

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

c) Automatic / Dynamic Reactive Power Factor (APF) correction / compensation panels with Insulated Gate Bipolar Transistors (IGBT) technology of ~10.7 MVAR capacity have been designed and installed at the Receiving Substations (RSS) for Delhi-Ghaziabad- Meerut RRTS corridor of NCRTC project for RSS Energy Conservation. Moreover, the RSS Control Room Building is also constructed with highest rating of Indian Green Building Council (IGBC) standards to conserve energy. Further, Static Var Generators (SVGs) of~135 MVAR capacities are also being installed in 500 MW Solar Project at Karnataka to provide dynamic reactive power compensation, thereby maintaining power factor & system stability and improving power quality injection into grid.

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

e) Capacitor Banks of 2400 kVAR capacity each have been installed at Baramulla, Qazigund & Budgam TSS (J&K) for USBRL RE project. Further, Capacitor Banks of 5500 kVAR capacity each have been installed in 12 Nos. TSS of various Railway Electrification projects. Moreover, for Tunnel Substations a total of 16 MVAR capacitor banks have also been installed to regulate the reactive power generation due to jet fans, thereby reducing energy consumption.

STEPS TAKEN BY THE COMPANY FOR UTILISING ALTERNATE SOURCES OF ENERGY

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

a) Apart from installation of 200kW Roof top Solar Plant at IRCON's Corporate office, IRCON is also executing a major project for utilizing alternate sources of energy by Setting up a 500 MW Solar Photovoltaic Power Plant at Pavagada, Karnataka by using latest technology Monocrystalline Passivated Emitter and Rear Cell (PERC) Bi-facial Solar Photo Voltaic (SPV) Modules with Tracker technology & state-of-the art Robotic Cleaning which shall supply approximately 1,076 million Units per year to Railways.

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

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

CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENT

IRCON has invested approximately Rs4.00 Crore for replacing the existing Heating, Ventilation & Air Condition (HVAC) System at Corporate office with new technology Energy Efficient Inverter Type Air Conditioning System which shall reduce the energy consumption by 25-30%.

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

TECHNOLOGY ABSORPTION AND UPGRADATION EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION

The company has developed critical machineries, required for National High Speed Rail Project from

Ahmadabad to Mumbai, under Make-in-India program by guiding Indian Manufacturer's on the technical design and specific functional requirement of the track machines. These machines include Rail Feeder Car, Track Slab Laying Car, CAM Injection Car, Track motor Car, Trolley Wagons, Flash Butt Welding Machine, etc. These machines are specially developed in the same line as that of Japanese technological requirements.

In addition to above, State of the Art Factory for manufacturing J-slabs for ballastless track has also been set up for High-Speed Railway Track, being executed with Shinkansen Technology. Regression analysis of Reference PIN survey is being done indigenously which was earlier planned to be done by Japanese firm M/s Kaneko. Many components for the High Speed Track, such as, Reference PIN, CAM bags, Synthetic Resin Pads, adjustable pads, Insert C & D for J-slabs, have been developed indigenously reducing dependence on imported component and saving in foreign exchange.

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

In this endeavor, IRCON has not only developed Indian manufacturers at par with Japanese design but also saved a significant cost to IRCON (more than Rs100 Crore) by getting these track machineries manufactured in India instead of procuring these machines from Japan. Apart from this, regression analysis of reference pin survey by Indian firm will also approx. Rs30 Crore.

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

RESEARCH AND DEVELOPMENT

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

INFORMATION TECHNOLOGY, ERP & CYBERSECURITY

IRCON's Information Technology (IT) department serves as a cornerstone for both operational efficiency and strategic growth. Acting as a key enabler, the IT function significantly boosts employee productivity across the organization. In addition to managing data networks, enterprise software, and IT infrastructure procurement, the team plays a pivotal role in driving enterprise-wide initiatives—such as the implementation of SAP S/4HANA,

Toll Management Systems, and Project Management platforms etc.

A key highlight of our digital journey is the adoption of SAP S/4HANA as our Enterprise Resource Planning (ERP) backbone. This robust system streamlines our Finance, Controlling, and Human Resource Management operations, leading to company-wide information availability, increased transparency, and faster decision- making. We've further enhanced our financial reporting with SAP Business Objects (SAP BO), an analytical tool that provides automated, on-demand reports by fetching real-time data from SAP, which is crucial for preparing the Company's financial statements. The Employee Self- Service Portal, Finance, and HCM modules have been successfully rolled out across the entire organization, with Project Systems currently under implementation at various locations.

In a significant move towards a paperless environment, we've fully embraced the e-Office system. This initiative aligns with the Government of India's vision, digitizing approvals, file movements, and official documents, thereby replacing physical file systems with enhanced efficiency and security.

The IT team oversees the implementation, operation, and management of Highway Traffic Management Systems (HTMS), Toll Management Systems (TMS), and Weigh-in- Motion systems across our major highway projects. These systems are critical to ensuring the seamless operation of our highway infrastructure.

To ensure our core enterprise applications like e-Office run seamlessly, we've recently upgraded our data center infrastructure, incorporating cutting-edge HCI (Hyper-Converged Infrastructure) systems. This not only guarantees faster, more efficient, and secure use of these applications but also optimizes connectivity throughout our corporate office and project sites, maximizing our in-house IT talent. We've also installed AI face-reader- based biometric attendance systems and are integrating them with SAP for more accurate pur reporting. For enhanced efficiency and transparency in procurement, e-Procurement through the Government e-Market Place (GeM) and Central Public Procurement (CPP) Portal has been adopted across the organization.

Recognizing the evolving threat landscape, Cybersecurity remains a top priority. We've implemented a cloud- based Web Application Firewall (WAF) system to secure our company websites and web applications against potential cyber-attacks. We also regularly conduct employee training in AI, Cybersecurity, and core business domains to keep our workforce informed and skilled.

Our dedicated Al-based video conferencing facility is extensively used for critical operations like review meetings with project offices, training sessions, promotion interviews, and managing contract issues, ensuring effective remote collaboration.

CORPORATE GOVERNANCE

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

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Company had six directors out of which four are whole-time directors [Chairman & Managing Director, Director (Finance), Director (Works) and Director (Projects)] and two are Government Nominee Directors.

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

Board Of Directors & Key Managerial Personnel (KMP) as on March 31, 2025

The Board of Directors of the Company as on March 31, 2025 were Executive (Functional) Directors viz.- Shri Hari Mohan Gupta (DIN: 08453476), Chairman & Managing Director & CEO, Smt. Ragini Advani (DIN: 09575213), Director (Finance), Shri Parag Verma (DIN: 05272169), Director (Works), Shri Anand Kumar Singh (DIN: 07918656), Director (Projects); Part- time (Official) Directors viz. Shri Anand Bhatia (DIN: 10937265) and Shri Anupum Singh, (DIN: 10637375), being Government Nominee Directors.

In addition to the CEO and whole-time directors, other

KMPs, as on March 31, 2025 were Shri Alin Roy Choudhury, Chief General Manager (Finance) & CFO and Smt. Pratibha Aggarwal, Company Secretary.

Appointments and cessation of the Directors and KMPs during and after close of the FY 2024-25

CHANGES IN THE POST OF CHAIRMAN & MANAGING DIRECTOR

In terms of order no. 2023/E(O)II/40/15 dated 1^st July, 2024 of the Ministry of Railways, Shri Hari Mohan Gupta (DIN: 08453476) was appointed as the Chairman and Managing Director (Additional Director) of the Company from the date of his assumption of charge of the post and till the date of his superannuation i.e. 30.06.2026 or until further orders, whichever is earliest. Shri Hari Mohan Gupta has assumed the charge of the post of CMD with effect from 1^st July 2024. Further, Shri Hari Mohan Gupta was regularised as the Chairman and Managing Director at the last Annual General Meeting of the Company held on 12^th September 2024.

In terms of order No. 2020/E(O)II//40/2 dated 26^th April, 2024 of the Ministry of Railways, Shri Ashish Bansal, IRSE, PED/Tr. (M&MC), Railway Board [DIN: 10328174] has been entrusted with the additional charge of the post of Chairman & Managing Director, IRCON in addition to his own duties w.e.f. 29^th April, 2024, till the appointment of regular incumbent to the post or until further orders, whichever is earlier. Consequently, Shri Brijesh Kumar Gupta, Additional Member (CE), Railway Board [DIN: 10092756] has relinquished the additional charge of the post of Chairman & Managing Director, IRCON w.e.f. 29^th April, 2024 and pursuant to Order No.2022/PL/57/10 dated 16^th March, 2023 of the Ministry of Railways, Shri Brijesh Kumar Gupta, Additional Member (CE), Railway Board [DIN:10092756] has been re-designated as Government Nominee (Part-Time Official) Director of the Company, w.e.f. 29^th April, 2024.

CHANGES IN THE POSTOF FUNCTIONAL DIRECTORS

Shri Parag Verma (DIN: 05272169), ceased to be Director (Works) with effect from 30^th April 2025, upon attaining the age of superannuation.

In terms of order no. 2021/E(O)II/40/23 dated 7^th May, 2025 of the Ministry of Railways, Shri Naresh Chandra Karmali (DIN: 09103211), IRSE, PED/GS, Railway Board, entrusted with the additional charge of the post of Director (Works) (Additional Director), IRCON, in addition to his own, with effect from the date of assumption of charge and until further orders. Further, Shri Karmali has assumed the charge of the post of Director (Works) with effect from 9^th May, 2025. Accordingly, as per further order of Ministry of Railways no. 2024/E(O) 11/40/4 dated 15^th May 2025, Shri Naresh Chandra Karmali, has relinquished the additional charge of the post of Director (Works), IRCON with effect from 15^th May 2025.

In terms of order no. 2024/E(O)ll/40/4 dated 15^th May 2025 of Ministry of Railways, Shri Ajit Kumar Mishra (DIN: 11108237), has been appointed to the post of Director (Works) (Additional Director) for a period of 5 years from the date of assumption of charge of the post or until further orders, whichever is earlier. Shri Mishra has assumed the charge of the post of Director (Works) with effect from 15^th May 2025. Shri Ajit Kumar Mishra is proposed to be regularized as Director (Works) of the Company at the ensuing Annual General Meeting of the Company.

CHANGES IN THE POST OF PART-TIME (OFFICIAL) DIRECTOR/GOVERNMENT NOMINEE DIRECTOR

In terms of order no. 2022/PL/57/10 dated 6^th November, 2024 of Ministry of Railways, Shri Anupum Singh (DIN: 10637375), ED CE (B&S)-II, Railway Board, has been appointed as Government Nominee (Part-Time Official) Director (Additional Director) of the Company with effect from 6^th November, 2024, till he hold the post of ED CE (B&S)-II, Railway Board or further orders, whichever is earlier. Shri Anupum Singh is proposed to be regularized at the ensuing Annual General Meeting of the Company.

Shri Dhananjaya Singh (DIN: 08955500), ED/GS (Civil)-II, Railway Board, ceased to be Government Nominee (Part- Time Official) Director of the Company with effect from 6^th November 2024, in terms of order of Ministry of Railways.

Shri Brijesh Kumar Gupta (DIN: 10092756), Additional Member (CE), Railway Board ceased to be Government Nominee (Part-Time Official) Director of the Company with effect from 31^st December 2024, upon attaining the age of superannuation.

In terms of order no. 2022/PL/51/10 dated 28^th January, 2025 of Ministry of Railways, Shri Anand Bhatia [DIN: 10937265], Addl. Member (CE), Railway Board has been appointed as Government Nominee (Part-Time Official) Director (Additional Director) of the Company with effect from 4^th February, 2025 till he holds the post of Addl. Member (CE), Railway Board or further orders, whichever is earlier. Shri Anand Bhatia is proposed to be regularized at the ensuing Annual General Meeting of the Company.

CHANGES IN INDEPENDENT DIRECTORS

Shri Dipendra Kumar Gupta [DIN: 09398271], Shri Ajay Kumar Chauhan [DIN: 09394953] and Smt. Ranjana Upadhyay [DIN: 07787711], were ceased to be Independent [Part-time (Non-official)] Directors of the Company upon completion of their respective tenures on November 08, 2024 and Dr. Kartik Chandulal Bhadra (DIN: 09453387), was ceased to be Independent [Part-time (Non-official)] Director of the Company upon completion of his tenure on December 28, 2024.

In terms of order no. 2024/PL/57/38 Pt-1 dated 13^th May, 2025 of Ministry of Railways, Shri Thangavel Varadharajan (DIN: 08556664) has been appointed as an Independent [Part-time (Non-official)] Director (Additional Director) on the Board of the Company for a period of three (3) years with immediate effect or until further orders, whichever is earlier. The appointment of Shri Thangavel Varadharajan is effective from 15.05.2025 i.e. date of registration of name to the Data Bank of Independent Directors maintained with Indian Institute of Corporate Affairs (IICA). Shri Thangavel Varadharajan, is proposed to be regularized at the ensuing Annual General Meeting of the Company.

CHANGES IN THE KMPs

During the financial year 2024-25, Shri Mugunthan Boju Gowda, Chief Financial Officer & KMP, IRCON, ceased to be a Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. December 31, 2024, due to his repatriation to the Ministry of Railways. The Board of Directors of the Company had appointed Shri Alin Roy Choudhury, Chief General Manager (Finance) as Chief Financial Officer and Key Managerial Personnel of IRCON w.e.f. January 01, 2025.

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

INDEPENDENT DIRECTORS' DECLARATION

The Company has received necessary declaration from Independent Directors that they meet the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the LODR Regulations and that they have registered themselves with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs under the Ministry of Corporate Affairs as per Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014. The declarations have been noted by the Board of Directors.

RETIREMENT OF DIRECTORS BY ROTATION

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

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

BOARD & COMMITTEE MEETINGS

Board Meetings:

The Board met nine (9) times during the FY 2024-25, on April 19, 2024; May 21, 2024; July 18, 2024; August 08, 2024; September 20, 2024; November 7, 2024; December 18, 2024; February 11, 2025; and March 26, 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, DPE Guidelines and LODR Regulations.

During the FY 2024-25, all the meetings of the Board were held at the Company's Registered Office, in New Delhi, through physical and Video Conferencing mode.

Committee meetings:

Your Company's Board has the following committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders' Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility & Sustainability Committee

6. Project Progress Review Committee

During the FY 2024-25, the Audit Committee of the Board met seven (7) times, the Nomination & Remuneration Committee met six (6) times, Stakeholders' Relationship Committee met one (1) time; Risk Management Committee of the Board met two (2) times; the Corporate Social Responsibility & Sustainability Committee met four (4) times, and the Project Progress Review Committee met one (1) time.

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Regulation 25(3) of LODR Regulations, Schedule IV of the Companies Act, 2013 and guidelines issued by DPE, one separate meeting of Independent Directors was held on November 08, 2024 without the presence of other Board Members.

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

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

PERFORMANCE EVALUATION

The Ministry of Corporate Affairs (MCA) has, vide its notification dated June 05, 2015, notified the exemptions to Government Companies from certain provisions of the Companies Act, 2013 which inter-alia provides that Section 134(3)(p) regarding a statement indicating the manner of formal annual evaluation of Board, shall not apply to Government Companies in case the Directors are evaluated by the Ministry which is administratively in charge of the Company as per its evaluation methodology. Further, the aforesaid circular issued by the MCA has also exempted sub-section (2), (3) & (4) of Section 178 of the Companies Act, 2013 regarding the appointment, performance evaluation and remuneration for Government Companies.

Further, MCA vide its notification dated July 05, 2017 has made an amendment in the Schedule IV of the act, whereby it has exempted Government Companies from complying with the requirement of performance evaluation by the Independent Directors of Non- Independent Directors and Chairman and performance evaluation of the Independent Director by the Board if the concerned department or ministries have specified the requirements.

In this regard, the DPE has already laid down a mechanism for performance appraisal of all Functional Directors. The performance evaluation of Functional Directors is done through a system of Annual Performance Appraisal Report (APAR) by MoR. Further, the performance evaluation of the Company is done through the evaluation of the Memorandum of Understanding (MoU) entered with MoR, and the said evaluation is submitted to DPE through the Administrative Ministry. The MoU targets are cascaded down and form an integral part of the performance appraisal of the individuals and the team. The internal MoU covers various parameters including financial, non- financials and compliances of government guidelines etc.

In respect of Government Nominee Directors, their evaluation is done by the MoR as per the procedure laid down. Since Independent Directors are also appointed by the Government of India, their evaluation is also done by the Ministry of Railways and finally by the Department of Public Enterprises.

REMUNERATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT

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

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

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

Therefore, such details are not included in the Board's Report of IRCON. However, the remuneration paid to directors during FY 2024-25 is disclosed in the Corporate Governance Report.

INTERNAL CONTROL SYSTEMS

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

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

INTERNAL CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

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

RISK MANAGEMENT

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

As per the LODR Regulations, the Company is having a Board level Risk Management Committee, which, as on March 31, 2025, comprised of Director (Works) as Chairman, Director (Finance), Director (Projects), and Shri Anupum Singh, Government Nominee (Part-time Official) Director as members. Details of the Risk Management Committee are provided in the Corporate Governance Report.

The Details of the Risk Management System are provided in the Management Discussion and Analysis Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM AND VIGILANCE ACTIVITIES

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

Managing Director, IRCON or to Chairman of the Audit Committee.

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

The Department ensures implementation of laid down guidelines/procedures through preventive checks of tenders and contracts, execution of works, and other functions as well as carry out investigations into complaints. During FY 2024-25, the Department has carried out 01 surprise inspection and 05 periodic inspections on high-value projects. Apart from surprise and periodic inspections department has carried out 05 preventive check on tenders floated from the corporate/ project office. Chief Technical Examiner's Organization (Technical wing of Central Vigilance Commission) has also carried out inspection & extensive investigation of 03 Project.

Complaints raised against officials and procedures, etc., by various Authorities (such as CVC/Railway Board Vigilance, CBI, Prime Minister's Office, etc.,) and received from other sources were investigated to their logical conclusion.

During FY 2024-25, the Department has received a total of 24 Nos. complaints and 2 complaints were of previous year. Total 22 Nos. complaints were disposed off in the year 2024-25 including that of previous years. Nature of Complaints includes irregularities during tendering, execution of contract, anonymous & pseudonymous and quality related issues. Also steps were taken for closure of Paras raised by the Chief Technical Examiner's Organization (CTEO). In addition, scrutiny of immovable property returns of employees, creating awareness on rules/procedures/common irregularities in execution through workshops, training, debate, competitions, etc., have been the prime activities of the Department.

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

IRCON has adopted Integrity Pact (IP) as recommended by the Central Vigilance Commission (CVC) on June 24, 2014, for tenders/contract for works and supply with an estimated value of Rs5 Crore and above on all Indian Projects. The Integrity Pact is made a compulsory document in the conditions of model e-Procurement Documents for all works. IRCON has implemented this Integrity Pact which is a tool developed by Transparency International and it ensures that all activities and transactions between a Company or Government Departments and their Suppliers are handled in a fair, transparent and corruption-free manner.

As per the provision of Integrity Pact and relevant guidelines of Central Vigilance Commission, Shri Virendra Kumar Saksena, retired IRS, has been appointed on December 24, 2024 as an Independent External Monitor (IEM-3) as per revised SOP. Lt. General Harsha Gupta has been appointed as an Independent External Monitor (IEM-2) on July 04, 2024 for 3 years and Shri Madhusudan Prasad, retired IAS-1981 has been appointed on 18.11.2023 as Independent External Monitor (IEM-1) to receive any complaints from the bidders and submit the investigation report.

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

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of Section 177 and 188 of the Companies Act, 2013 (the Act) and LODR Regulations, prior approval of the related party transactions wherever applicable are taken from the Audit Committee / Board as applicable. Prior omnibus approval of the Audit Committee is also obtained on yearly basis for various Related Party Transactions between IRCON or any of its subsidiaries on one hand and a related party of the IRCON or any of its subsidiaries on the other hand in the ordinary course of business valuing not exceeding Rs1 Crore for each contract / agreement / transaction in a financial year. The transactions, if any, entered into pursuant to the omnibus approval granted, are placed before the Audit Committee on a quarterly basis. Approval of specific related party transactions other than those covered under the Omnibus approval are also obtained from the Audit Committee/ Board in compliance with the requirement of the Companies Act, 2013 and LODR Regulations.

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

The Related Party Transaction Policy of the Company as approved by the Board is uploaded on the website of the Company, i.e., www.ircon.org under the head Codes and Policies in the Investor Relations section.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

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

ii) that such accounting policies were selected and applied consistently and such judgments and estimates were made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on March 31, 2025, and of the profit of the Company for the FY 2024-25;

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

MOU RATING / AWARDS

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

For the financial year 2023-24, IRCON received an 'Excellent' rating based on its performance evaluation against the MoU parameters.

As per 2024 edition of USA's Engineering News Record (ENR), IRCON is the only Indian PSU to make it to the list of top 250 International Contractors as well as top 250 Global Contractors. Further in the Business Standard BS 1000 Annual Magazine released in March 2025, IRCON has been ranked 132 in 2024 by total revenue, and stands at 8^th position under the 'Construction and Infrastructure' Sector. IRCON is also ranked 192^nd in 2024 in the list of fortune India 500.

IRCON has been awarded several prestigious awards. Some of the significant awards and accolades won during the year 2024-25 are mentioned below:

• 15^th CIDC Viswakarma Award 2024 for Mokama Rail Bridge Project for Category Construction Health, Safety & Environment.

• Dun & Bradstreet award for 'Contract & Construction and Tech. Consultancy Services (Central PSU)' Category.

• 232^th rank in the list of Top 250 International Contractors published by ENR Survey 2024.

• 207^th rank in the list of Top 250 Global Contractors published by ENR Survey 2024.

AUDITORS STATUTORY AUDITORS

The Comptroller & Auditor General of India (C&AG) has appointed M/s Ramesh C. Agrawal & Co., Chartered Accountants, New Delhi (Firm Registration No.001770C) as the single Statutory Auditors of the Company, for FY 2024-25, except for the following foreign projects for which C&AG has approved the appointment of the following as statutory auditors:

COST AUDITORS

In pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules made thereunder, the Company has maintained the cost records of the Company. The Board of Directors has appointed M/s Bandyopadhyaya Bhaumik & Co., Cost Accountants, (having firm Registration No. 00041) as Cost Auditor of the Company for the FY 2024-25 for conducting the audit of cost records.

SECRETARIAL AUDITORS

In pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the LODR Regulations, the Board of Directors has appointed M/s VAP & Associates, Company Secretaries in practice (Certificate of Practice No. 13901) as the Secretarial Auditors for conducting Secretarial Audit of the Company for the FY 2024-25.

INTERNAL AUDITORS

The Board of Directors have appointed following Internal Auditors for the Indian & Foreign Projects for the FY 2024-25:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

The details of investments made, loans granted, and guarantees extended by the Company to its subsidiary and joint venture companies during the FY 2024-25 forms part of the notes to the standalone financial statements provided in the Annual Report.

DEPOSITS

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

OTHER DISCLOSURES

Extract of Annual Return

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as at March 31, 2025 is placed on the website of the Company at www.ircon.org, under the Investor Relations section.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

No amount is due for transfer to IEPF and details of unclaimed dividend as on March 31, 2025 are available on the website of the Company, and this is also disclosed in the Corporate Governance report. Further, the Company does not have shares in Demat Suspense Account/ Unclaimed Suspense Account/ Unclaimed Dividend Account and the same has been disclosed in the Corporate Governance report.

SECRETARIAL STANDARDS

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

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

No order has been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future during the FY 2024-25.

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

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 during the FY 2024-25 which will have material impact on the business of the Company.

CHANGE IN THE NATURE OF BUSINESS

There was no material change in the nature of business of the Company during the FY 2024-25.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of LODR Regulations and the guidelines on "Capital Restructuring of Central Public Sector Enterprises" issued by the DIPAM, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The Policy is hosted on the website of the Company, i.e., www.ircon.org under the head Codes and Policies in the Investor Relations section.

SECRETARIAL AUDIT REPORT AND MANAGEMENT RESPONSE THERETO

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

The Management Response on the qualification in the Secretarial Auditor Report and compliance of conditions of Corporate Governance for the FY 2024-25 forms part of this report.

STATUTORY AUDITORS' REPORT AND C&AG COMMENTS

The reports of the Statutory Auditors on the Financial Statements for FY 2024-25 (both on standalone and consolidated financial statements) are attached separately as part of the Annual Report. There are no qualifications, reservations or adverse remarks made by M/s Ramesh C. Agrawal, Chartered Accountants, Statutory Auditors, in their report for the financial year ended on March 31, 2025.

C&AG has given NIL comments on the Audited Financial Statements of your Company for the FY 2024-25 and the same are attached.

ACKNOWLEDGEMENT

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

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