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

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 ?10,677.45
Crore during FY 2024-25. While this reflects a moderation
from ?12,387.85 Crore in FY 2023-24. The operating
turnover for FY 2024-25 is ?10,193.14 Crore, compared
to ?11,950.40 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 ?917.81 Crore (?1,155.54
Crores in FY 2023-24), and Profit After Tax (PAT) at ?737.59
Crore (?862.90 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
?6,237.43 Crore in FY 2024-25 showing an increase from
?5,771.76 Crore in FY 2023-24. The Earnings Per Share
(EPS) for the year ended March 31, 2025, is ?7.84 per
equity share (face value ?2), compared to ?9.17 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 ?1.65 per equity share of a face value of ?2/-
per share. This amounted to approximately ?155.18 Crore,
(calculated at 82.50% of the paid-up share capital of

?188.10 Crore). The interim dividend was declared based
on the Company's unaudited financial results for the
quarter ended December 2024.

Furthermore, the Board has recommended a final dividend
of ?1.00 per equity share on the face value of ?2/- each,
aggregating to ?94.05 Crore (50% of the paid-up share
capital of ?188.10 Crore). This final dividend is subject to
approval from the shareholders at the ensuing AGM and is
based on the Company's profits for FY 2024-25.

Considering these dividends, the total dividend for FY
2024-25 would amount to approximately ?249.24 Crore
(?2.65 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 ?3,197.42 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 ?188.10 Crore comprising of
94,05,15,740 equity shares of face value of ?2/- each. The
shareholding of the Promoter of the Company i.e. the
President of India stood at 65.17% of the total paid- up
equity share capital of the Company, as on March 31, 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 ?22,737.83 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 ?488.35 Crore after
considering the total dividend of ?249.24 Crore.

;n

CAPEX AND LIQUIDITY

During the year, the Company on a standalone basis
spent a sum of ?378.94 Crore on capital projects across
domestic and foreign projects; which includes ?15.06
Crore towards construction of a building; ?59.92 Crore for
acquiring Plant & Machinery; ?12.34 Crore for acquiring
other assets (i.e. computer, furniture, software and
others); and ?291.62 Crore towards investments in SPVs.

The Company's liquidity position stood at ?4,123.91 Crore
as on March 31, 2025, comprising of ?1,977.85 Crore in
cash and cash equivalent and ?2,146.06 Crore in other
bank balances. Out of ?4,123.91 Crore, client/ project
funds amount to ?3,268.95 Crore.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has earned a foreign exchange of ?20,535
Crore cumulatively till date. During FY 2024-25, the
Company has earned a foreign exchange of ?831.06
Crore as compared to ?622.66 Crore in FY 2023-24. The
foreign exchange outgo stood at ?660.42 Crore during FY
2024-25 as compared to ?553.23 Crore during FY 2023¬
24. Thus, the net foreign exchange earnings amount to
?170.64 Crore in FY 2024-25.

IRCON GROUP PERFORMANCE

During the year, IRCON and its subsidiaries (the Group)
recorded a total consolidated turnover of ?11,131.03
crore (?12,870.52 Crore in FY 2023-24), and an operating
turnover of ?10,759.58 crore (?12,513.65 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 ?939.02
crore (?1,261.13 Crore in FY 2023-24), and a profit after tax
of ?727.83 crore (?929.51 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 ?39.89 crore was received on
11 April 2025.

Earlier, RLDA paid ?6.30 crore for SITCO in FY 2023-24
and acquired IRSDC's share in GARUD for ?12.49 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
(?61.76 crore, 26% of ?237.52 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 ?11.21
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
?2.87 lakh crore (US$ 32.94 billion) towards the Ministry
of Road with a target of ?35,000 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
?46,000 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 ?22,000
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 ?2,65,200 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 ?20,346.65 Crore
as compared to ?27,208 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- ?3,500
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-
?241.34 Crore.

• Railway Track (In-Plant) Package No. 50) for 3.0 MTPA
integrated steel plant at Nagarnar- ?52.95 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
4 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 ?339.10 Crore, which
accounts for 3.33 % of the operating turnover. This is
in comparison to ?574.82 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. ?209.47 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.
?1,003 Crore) with completion date of November
2012. The project involves the construction of the
second line and upgradation of the existing lines,
with a diversion of 10 km for the Relizane city, from
the station Oued sly to the station Yellel in Algiers-

Oran section of Algerian Railways. The value of
the contract, including additional works for the
construction of the double line, has been revised
to Algerian Dinar 3,241 Crore (equivalent to approx.
?2,395 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
?637.22 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
?121.25 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 ?484.59 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 ?907.59 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 ?1,780 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 ?200
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 ?31.34 Crore from MSE vendors against expenditure
valuing ?118.01 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
O

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 ?9.03 Crore as compare to ?9.75 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:

(a) number of complaints of sexual

harassment received in the year - 0

(b) number of complaints disposed

off during the year - 0

(c) number of cases pending for more

than ninety days - 0

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 ?14.15 Crore
against the Allocated CSR Budget of ?14.13 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 ?4.00 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 ?100 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. ?30 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

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 ?5 Crore and above on all Indian

Projects. The Integrity Pact is made a compulsory
document in the conditions of model e-Procurement
Documents for all works. IRCON has implemented this
Integrity Pact which is a tool developed by Transparency
International and it ensures that all activities and
transactions between a Company or Government
Departments and their Suppliers are handled in a fair,
transparent and corruption-free manner.

As per the provision of Integrity Pact and relevant
guidelines of Central Vigilance Commission, Shri 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 ?1 Crore for
each contract / agreement / transaction in a financial
year. The transactions, if any, entered into pursuant to the
omnibus approval granted, are placed before the Audit
Committee on a quarterly basis. Approval of specific
related party transactions other than those covered under
the Omnibus approval are also obtained from the Audit
Committee/ Board in compliance with the requirement
of the Companies Act, 2013 and LODR Regulations.

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

The Related Party Transaction Policy of the Company as
approved by the Board is uploaded on the 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
68 (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.

For and on behalf of the Board of Directors

Sd/-

(Hari Mohan Gupta)

Chairman & Managing Director & CEO
(DIN: 08453476)

Date: August 21, 2025
Place: New Delhi