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Year End :2024-03

Your directors have the pleasure in presenting the 37^th Annual Report of the Company along with the Audited Financial Statements, Auditor's Report and review of the Accounts by the Comptroller & Auditor General of India for the financial year ended 31^st March 2024.

1. Financial Highlights

The highlights of financial performance of your Company for the year ended 31^st March 2024 in comparison to the year ended 31^st March 2023 are summarized below:

(H in crores)

Particulars	Year ended 31-03-2024	Year ended 31-03-2023
I. Revenue from operations	26,644.58	23,721.42
II. Dividend Income	0.78	0.56
III. Other income	10.56	40.80
IV Total Revenue (I II III)	26,655.92	23,762.77
V Expenses
Finance costs	20,101.47	17,447.21
Impairment on financial instruments	(3.93)	(2.91)
Employee benefit expense	11.17	13.09
Depreciation and amortization expense	9.44	14.06
Other expenses	125.66	124.16
Total Expenses	20,243.81	17,595.62
VI. Profit before tax (IV-V)	6,412.10	6,167.16
VII. Tax expense:
(1) Current tax	-	-
(2) Adjustment for Earlier Years	-	-
(3) Deferred tax	-	-
Total Taxes
VIII.Profit (Loss) for the current Year from continuing operations (VI-VII)	6,412.10	6,167.16
IX. Other Comprehensive Income	40.38	4.56

Thus, on adoption of Section 115 BAA of the Income Tax Act, 1961, the Company was outside the scope and applicability of MAT provisions and there was a zero-tax liability in the financial year 2023-24.

Profit After Tax for the year ending 31^st March 2024 was H 6,412.10 crores as compared to H 6,167.16 crores for the previous year, registering a growth of 3.97 %.

2. Dividend

Your Company seeks to strike a judicious balance between the return to the shareholders and retaining a reasonable portion of the profit to maintain a healthy financial leverage with a view to supporting and sustaining future borrowings and growth.

Board of Directors, in its meeting held on 2^nd November 2023, has declared the Interim Dividend @ 8.0% i.e., H 0.80/- per equity share having face value of H 10/- each for F.Y 2023-24, which was paid on 23^rd November, 2023.

Further, the Board of Directors in its meeting held on 20^th May 2024 has also recommended the Final Dividend @ 7% i.e., H 0.70/- per equity share having a face value of H 10/-each, which is subject to approval of the shareholders at the ensuing Annual General Meeting. If approved, the total dividend for the financial year 2023-24 would amount to H 1.50/- per equity share of H 10/- each. The total dividend payout for the financial year 2023-24 including the proposed Final Dividend, would amount to H 1,960.28 crores.

As per regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the top 500 listed companies shall formulate a Dividend Distribution Policy.

Accordingly, the policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retained profits earned by the Company. The policy is also available on the Company's website at https://irfc.co.in/sites/default/files/ inline-files/Dividend-Distribution-Policy.pdf.

The details of unpaid/unclaimed amount of dividend as on 31^st March 2024 is as follows:

Financial Year	Type of	Amount
	Dividend	(H in Crore)
2020-21	Interim	0.581
2021-22	Interim	0.377
2021-22	Final	0.278
2022-23	Interim	0.307
2022-23	Final	0.268
2023-24	Interim	0.298

Further, Members are requested to note that, dividends if not encashed for a consecutive period of seven (7) years from the date of transfer to Unpaid/Unclaimed Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF") authority. The shares in respect of such unpaid/unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline.

Details of Unpaid/Unclaimed Dividend is also available on Company's website at https://irfc.co.in/investors/ financial-information.

3 Reserves

As per Section 45 - IC of the RBI Act, 1934, all NBFCs are required to create a Reserve equivalent to 20% of the net profit before payment of dividend.

Accordingly, 20% of the net profit of the Company amounting to H 1,282.42 crores had been transferred to Reserve Fund u/s Section 45 - IC of RBI Act, 1934.

4 Share Capital

As on 31^st March 2024, the Authorized Share Capital of the Company was H 25,000 crores, consisting of 25,000,000,000 Equity Shares of H 10/- each. The issued and paid-up share capital of the Company was H 13,068.506 crores, consisting of 13,068,506,000 Equity Shares of H 10/- each.

As on 31^st March 2024, 86.36% of the paid-up equity share capital of the Company comprising of 11,286,437,000 Equity Shares of H 10/- each were held by President of India acting through administrative ministry i.e., Ministry of Railways (MoR). The balance 13.64% of paid-up equity share capital was held by public. During the period under review there is no change in authorized and paid-up share capital of the Company.

Based on market capitalization Company is in the list of top 100 listed companies on both stock exchanges i.e., NSE and BSE as on 31^st March 2024.

5 Independent Evaluators’ Assessment

5.1 Credit Ratings

5.1.1 Domestic:

During the financial year 2023-24, the Company's long-term domestic borrowing programme was awarded the highest credit rating of “CARE AAA/Stable”, “CRISIL AAA/ Stable” and “ICRAAAA/Stable”. ‘‘The Company also got its shortterm borrowing programme rated, obtaining the highest rating of “CARE A1 ” and ‘‘ICRA A1 ''.

5.1.2 International:

During the financial year 2023-24, three international credit rating agencies - Standard & Poor's, Moody's and Fitch - have awarded “BBB- with Stable Outlook”, “Baa3 with Stable Outlook” and “BBB- with Stable Outlook” ratings respectively to your Company. Besides, the Company obtained an issuer specific credit rating of “BBB with Stable Outlook” from the Japanese Credit Rating Agency. Each of the four credit ratings is equivalent to India's sovereign rating and is of investment grade.

5.2. Memorandum of Understanding (MOU) with Ministry of Railways, Government of India

The Company enters Memorandum of Understanding (MoU) with Ministry of Railways (MoR) every year wherein Company is evaluated on various financial and nonfinancial parameters. Based on its performance, the Company has been rated ‘Excellent' by the Department of Public Enterprises (DPE) for the year 2022-23.

The company has executed MoU for Financial Year 2023-24 with MoR on 14^th September, 2023. For leasing of Project Assets, there is an initial Moratorium period of 5 years and MoR is not required to pay the lease rent in moratorium period. Further, during the moratorium period company recognises on annual basis the finance cost as disbursement which gets added to the AUM of the company.

During the year 2023-24, the company has accordingly considered Rs. 16,705.20 crores as disbursement. Basis above, company has achieved 99.99% in respect of parameter Loans Disbursed to Total Funds Available. Further, there were no Overdue loans to Total Loans and NPA to Total Loans. Also, Cost of raising funds through Bonds as compared to similarly rated CPSEs/ entities is 12 bps lower.

6 Market Borrowings during 2023-24

The Board of Directors had approved borrowing limit of H 50,000 crores for FY 2023-24 for meeting the funding requirement of Indian Railways, if any, new business activities, refinancing of existing loans and for other general corporate purposes.

Borrowings during the year include Taxable Bonds worth H 22,940 crores (Previous year H 21,558.70 crores), Rupee Term Loans of H 5,980 crores (previous year H 22,274.46 crores) and 54EC bonds of H 2,064.34 crores (previous year H 1,729.61 crores).

Company had received approval of Ministry of Finance for issue of 54EC Capital Gain Bonds in October 2017, since then, Company is making all endeavors to increase its market share in 54EC Bond market. In 2023-24, Company mobilized around H 2064.34 crores through 54EC Bond as against H 1,729.61 crores, registering a growth of 19.35%.

The company had refinanced Higher rate long term loan of H 18,200.00 Cr. with lower rate long Term loan and Bonds. The average cost of borrowing made during the year was approximately 7.27% p.a.

7 Redemption of Bonds / Repayment of Loans

During the year, the Company redeemed Bonds amounting to H 16,174.46 crores. The Company also repaid long term

loans from Banks of H 18,200 crores during the year. The Company continues to maintain its impeccable track record of servicing its debt in time.

8 Internal Control Systems & their adequacy

The details are given in Management Discussion and Analysis.

9 RBI Prudential Norms

Your Company is registered as a Systemically Important Non-Deposit Taking Non- Banking Finance Company with the Reserve Bank of India. Being a Government NBFC, your Company was exempted from the prudential norms prescribed by Reserve Bank of India for NBFC-ND-SI, as contained in the Master Directions issued vide Notification No. DNBR.008/CGM(CDS)-2015, dated 27^th March, 2015. The exemption was withdrawn by Reserve Bank of India from 31^st May, 2018. However, the Company has obtained exemption from Reserve Bank of India from the asset classification, income recognition, credit concentration and provisioning norms on the direct exposure to Ministry of Railways, Govt. of India vide RBI letter dated 21^st December, 2018. The Company has also obtained relaxation in respect of lending limit applicable to Railway CPSEs from 20% of its owned funds to 100% of its owned funds. As such, the Company has complied with the applicable prudential norms.

Liquidity Coverage Ratio (LCR) Exemption:

RBI vide circular dated 4.11.2019 issued the guidelines covering liquidity risk management for NBFCs, wherein RBI introduced Liquidity Coverage Ratio (LCR) applicable on all non- deposits taking NBFCs with asset size of more than H 5,000 crores. The company has got an exemption from RBI from applicability of Liquidity Coverage Ratio (LCR) norms.

Applicability of approvals/acknowledgements previously given by RBI post issue of RBI Scale Based Master Directions.

RBI has issued new Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 on 19.10.2023 (referred as RBI Master Directions dated 19.10.2023).

RBI has clarified all approvals/acknowledgements given under Circulars/Directions mentioned in the repealed list as provided in section XI of ‘the new Directions' shall be deemed as given under ‘the new Directions'. Notwithstanding such repeal, any action taken/purported to have been taken or initiated under the instructions/guidelines having repealed shall continue to be guided by the provisions of said instructions/guidelines.

10 Lease Arrangement with the Ministry of Railways

As you are aware, the financial relationship of the Company with the Ministry of Railways is based on a Financial Lease arrangement which is regulated by a standard lease agreement.

During the year, Company has executed the Lease Agreements for rolling stock assets leased for the FY 202223 and for the Project Assets funded during FY 2017- 18 (EBR-IF) after completion of moratorium period.

11 Resource Mobilization for 2024-25

Board has authorized the Company to borrow funds amounting to H 50,000 Crores as may be required during FY 2024-25 for meeting the funding requirement of Indian Railways, if any, new business activities, Committed Liabilities refinancing of existing loans and for other general corporate purposes.

12 Management Discussion and Analysis and Company's Outlook for the future

Management Discussion and Analysis, forming part of the Directors' Report given at ANNEXURE- I.

13 Report on Corporate Governance

The Government considers good corporate governance practices a sine qua non for sustainable business that aims at generating long term value for its shareholders and all other stakeholders. Accordingly, it has been laying increasing emphasis upon development of best corporate governance practices amongst Central Public Sector Enterprises (CPSEs). In pursuance of this philosophy, your Company continues to comply with the ‘Guidelines on Corporate Governance for Central Public Sector Enterprises' issued by Government of India, Department of Public Enterprises (DPE). Your Company's Equity as well as Non-Convertible Debt Securities are listed on the stock exchanges and Company has complied with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31^st March 2024, there were 6 (Six) Directors on the Board of the Company. The Board comprises of a Chairman & Managing Director (Addl. Charge),Director (Finance), Two Non-Official/ Independent Director(s) and Two Government Nominee Director(s). As on the date of this Report, the Board of Directors comprised of Six (6) Directors, with Two Executive Director, Two NonExecutive Directors (Govt. Nominees) and Two Non- Official/ Independent Directors. The Company does not have the prescribed number of Independent Directors on its Board in compliance of the Regulation 17(1) (a) of SEBI (LODR) Regulations 2015, specifying the composition of Board of Directors. Being CPSE, the power to appoint Directors

vests with Government of India through Ministry of Railways (MoR) and Company has no role to play in it. The Company has already requested MoR for appointment of requisite number of Independent Directors. Report on Corporate Governance is enclosed as ANNEXURE- II forming part of this report.

14 Business Responsibility & Sustainability Report (BRSR)

The Business Responsibility & Sustainability Report, as stipulated under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in ANNEXURE-III and forms part of this Report.

15 Corporate Social Responsibility

Activities relating to Corporate Social Responsibility (CSR) have become an integral part of Company's operations.

In terms of Section 135 of the Companies Act, 2013 (the Act), read with Schedule VII thereof and Companies (Corporate Social responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee (the “Committee”) comprising of two (2) Independent Director(s) and Director (Finance) with the Independent Director as the Chairman of the Committee as on 31^st March 2024. As per the Act, Company is required to spend at least two (2) percent of the average of its net profits of the immediately three preceding financial years on CSR activities. The Department of Public Enterprises (DPE) has also issued guidelines in this regard which, inter alia, require the Central Public Sector Enterprises (CPSEs) to frame a ‘CSR and Sustainability Policy'.

The ‘CSR and Sustainability Policy' of the Company is in place and the same has also been hosted on the website at https://irfc.co.in/sites/default/files/inline-files/CSR-Policy. pdf. The Company, like in the past, has undertaken activities for CSR and Sustainable Development, details of which, are given hereunder: -

During the financial year 2023-24, the Company was required to spend H 112.27 crores, being 2% of its average net profits for the last three financial years. The Company has approved a total of 16 projects with a total outlay of H 80.94 crores and the remaining balance disbursed against H 22.33 crores to PM CARES Fund, H 4.5 crores each towards Swacch Bharat Kosh and Clean Ganga Fund. Whereas the amount allocated towards 16 projects amounting to H 80.94 crores would be disbursed on receipt of bills/claims from the implementing agencies in future and the same amount has been transferred to the ‘CSR Unspent Account' maintained with Scheduled Bank in terms of section 135(6) of the Companies Act, 2013. The details of CSR activities as required under the Companies Act for the financial year 2023-24 is annexed at ANNEXURE - IV.

CSR Activities proposed for the FY 2024-25

For the financial year 2024-25, the Company would be required to spend approx. H 125.58 crores. The details of all the projects/ activities will be provided in the next Annual Report.

16 Directors’ Responsibility Statement

As required under Section 134(3)(c) of the Companies Act, 2013, it is confirmed that:

a) In the preparation of the annual accounts for the year ended 31^st March 2024, the applicable Indian Accounting Standards have been followed and there are no material departures;

b) such accounting policies have been re-drafted taking into account the Ind-AS, judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) Proper and sufficient care has been taken for 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 or other irregularities; and

d) the Annual accounts have been prepared on ‘going concern' basis;

e) The laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17 Human Resource Management

At IRFC we believe in a strong value system and best HR practices to enhance and improve our capabilities and achieve the organizational objectives.

As on 31^st March 2024, total Manpower of the Company stood at 42. To infuse fresh Manpower in the existing Manpower pool of the Company, 4 Executives was inducted in the Company during FY-2023-24 through Campus Recruitment. Women constituted 21.43% of its total workforce as on 31^st March, 2024.

The Company continues to maintain high level of employee productivity and efficiency as reflected in its low overhead to turnover ratio of less than 0.09%.

17.1 Women Employees

Your Company provides equal growth opportunities for the women in line with Govt. of India philosophy on the subject. Being a lean organization, where Company has 42 employees, women representation has grown across hierarchical levels. Thus, Women constituted 21.43% of its total workforce as on 31^st March 2024. As per Govt. of India directives and guidelines from time-to-time, IRFC ensures the welfare of women employees.

17.2 Information under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has an Internal Complaints Committee (ICC) to examine the case related to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The complaints received by the committee are being dealt in line with the provisions of the Act. During the FY 2023-24, no complaint has been received.

17.3 Training & Human Resource Development

In order to enhance the skills, capabilities and knowledge of employees, a well-defined Training and Development Policy for below board level executives and non-executives is in place. Employee training and development is an essential element of the Company's strategy. During the year 202324, the Company imparted training to 41 of its employees to various training programmes and workshops including inhouse trainings. These initiatives enabled the Company to achieve 87 training man days/ 694 Hrs.

17.4 Employee Welfare

The Company takes care of health and well-being of its employees by reimbursing in-patient and out-patient medical costs, provision for leaves on medical grounds, rehabilitation policy in case of death or permanent disability, which are applicable for all employees.

17.5 Grievance Redressal

To promote fair and equitable employment relationship, a scheme for Grievance Redressal of employees is also in place which ensures a time bound redressal of grievances.

18 Auditors

M/s O.P Totla & Company, Chartered Accountants, have been appointed as Statutory Auditors by Comptroller & Auditor General of India to audit the accounts of the Company for the financial year 2023-24.

The Comptroller & Auditor General of India has undertaken supplementary audit on accounts of the Company for the year ended 31^st March 2024. The comments of C&AG have been received and management reply there to is placed as

Annexure to comments of C&AG in the Annual Report for the year 2023-24.

Secretarial Audit for the financial year 2023-24 under Section 204 of the Act has been conducted by M/s Akhil Rohatgi and Company, Practicing Company Secretaries.

19 Debenture Trustees

In compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the details of Debenture Trustees appointed by the Company for different series of its bonds / debentures issued from time to time, are given in Corporate Governance Report which is enclosed as ANNEXURE-II.

20 Other Disclosures under the applicable provisions of the Companies Act, 2013

20.1 Number of Meetings of the Board

The details of number of meetings of the Board are given in Corporate Governance Report which is enclosed as ANNEXURE-II.

20.2 Certificate of Independence by Independent Director

Independent Directors of the Company have given a declaration that they meet the criteria of Independence, as laid down under Section 149 (6) of the Act, SEBI (LODR) Regulations, 2015 and DPE Guidelines on Corporate Governance for CPSEs.

Further, the Independent Directors of the Company are nominated / appointed by the President of India acting through the administrative ministry, i.e., Ministry of Railways (MoR). Accordingly, the appointing authority considers the integrity, expertise and experience of the individual to be nominated / appointed.

20.3 Material changes, if any, that may affect financial position of the Company

There are no material changes which will affect financial position of the Company.

20.4 Information in Corporate Governance Report

Information on composition, terms of reference and number of meetings of the Board and its Committees held during the year, establishment of Vigil Mechanism/ Whistle Blower Policy and weblinks for familiarization Programmes of Directors, Policy on Related Party Transactions, Policy for determining Material Subsidiaries, compensation to Key Managerial Personnel, sitting fees to Directors and details regarding IEPF etc. have been provided in the ‘Report on Corporate Governance', prepared in compliance with the provisions of SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015 and DPE Guidelines on Corporate Governance, 2010, as amended from time to time, which forms part of this Annual Report.

20.5 Internal financial control systems and their adequacy

The details are given in Management Discussion and Analysis.

20.6 Audit Committee

The details pertaining to the Audit Committee are included in the Corporate Governance Report, which is enclosed as ANNEXURE-II.

20.7 Secretarial Auditors’ Report

M/s Akhil Rohatgi and Company, Practicing Company Secretaries was appointed as the Secretarial Auditors of the Company for the FY 2023-24 by the Board of Directors of the Company. Secretarial Audit Report is placed at ANNEXURE-V.

20.8 Secretarial Standards

Your Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

20.9 Certificate on Corporate Governance

M/s Akhil Rohatgi and Company, Practicing Company Secretaries has issued certificate on Corporate Governance, placed at ANNEXURE-VI.

20.10 Risk Management

The details are given in Management Discussion and Analysis. Further, the Company is having a Risk Management Committee (“RMC”) of its directors in place, for monitoring the integrated risks of the Company. The details pertaining to RMC Committee are included in the Corporate Governance Report, which is enclosed as ANNEXURE-II.

20.11 Risk Based Internal Audit

RBI vide its circular February 3, 2021, had mandated the Risk Based Internal Audit (RBIA) framework for all nondeposit taking NBFCs with asset size of H 5000 crores and above. In line with the RBI notification, Risk Based Internal Audit (RBIA) policy has been formulated and approved by the Board of Directors. RBIA will help the organization to identify the risks and address them based on the risk priority and direction provided by the Board. A firm of Chartered Accountant has been appointed as an expert to assist the Risk Based Internal Audit. The scope of RBIA is well defined and is very exhaustive to take care of all functions and business of the Company depending upon the risk assessment and control environment. Based on RBIA report, steps are taken at regular intervals to further strengthen the existing systems and procedures.

20.12 Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

20.13 Transactions with related parties

The particulars of the transactions with related parties have been disclosed in the financial statements.

20.14 Stock Options

The Company has not issued any stock options to the Directors or any employee of the Company.

20.15 Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

20.16 Disclosure under Foreign Exchange Management Act, 1999

The Company is in compliance with the relevant provisions of the Foreign Exchange Management Act, 1999 pertaining to external commercial borrowing and derivatives.

20.17 Extract of Annual Return

The extract of Annual Return is given in ANNEXURE-VII which forms part of this report. After filing of the annual return for FY 2023- 24 with MCA, the same will be uploaded on website of the Company at https://irfc.co.in/.

20.18 Code of Business Conduct-Declaration by CEO

Declaration by CEO on compliance of the “Code of Business Conduct and Ethics for Board Members and Senior Management” for the year 2023-24 is placed at ANNEXURE-VIII.

20.19 CEO/CFO Certification

As required by Regulation 17 (8) of the SEBI (LODR) Regulations, 2015, the Compliance Certificate as specified in Part B of Schedule II of the said Regulation duly signed by Ms.Uma Ranade, Chairman & Managing Director (Addl. Charge), CEO and Shri Sunil Kumar Goel, Chief Financial Officer (CFO) was placed before the Board of Directors in their Meeting held on 20^th May 2024. The same is enclosed as ANNEXURE-IX.

20.20 Particulars of Employees receiving high remuneration & other particulars of employees

Since IRFC is a Government Company, provisions of Section 197 are not applicable to it. Hence, the details have not been given.

20.21 Deposits from public

The Company has not accepted any fixed deposits during the period under review and the Board of Directors has passed requisite resolution in this regard, in compliance of RBI guidelines.

20.22 Cost Records

The Central Government has not prescribed the maintenance of cost records for the products/services of the Company under the Companies (Cost Records and Audit) Rules, 2014 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 prescribed by the Central Government under Section 148 of the Companies Act, 2013. Accordingly, cost accounts and records are not required to be maintained by the Company.

20.23 Conservation of Energy, Technology Absorption

Pursuant to the Provision of Section 134(3)(m) of the Companies Act, 2013, in respect of Conservation of Energy and Technology absorption, following steps have been taken by your Company: -

To save power, the Company purchases LED/ LCD monitors while replacing the old monitors. Employees are encouraged to keep their gadgets in power saving mode, wherever possible. The Company now replaces its old electrical items, gadgets, etc. with power efficient units. The internal lightning of office by energy- efficient LED lights has helped to conserve electricity.

20.24 Foreign exchange earnings & outgo

Your Company has put in place Comprehensive Risk Management policy to manage risks associated with foreign currency borrowings. The Company enters into hedging transactions to cover exchange rate and interest rate risk through various instruments like forwards and swaps. Details of Foreign exchange earnings & outgo have been given in the Notes to Accounts.

20.25 Expenditure on R&D

This is not applicable, as IRFC is engaged only in financing activities.

20.26 Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board's Report.

20.27 Change in nature of Business

There was no change in the nature of business of the Company during the financial year 2023-24.

20.28 The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies

There are no Subsidiaries, joint ventures, or associate companies during the year 2023-24.

20.29 The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

There was no application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

21 Compliance of MSME Guidelines

Your Company has in place, a Manual for Procurement of Goods, Services and Works, which provides guidelines to expedite decision making process by way of consolidating, simplifying and streamlining the various steps to be followed in the process of award of contracts from the procurement of goods, works & services as well as during its implementation on the ground.

The procurement from MSEs complies to Public Procurement Policy during the financial year 2023-24 as placed below:

(H in crores)

1	Total annual procurement	8.19
2	Target % age of annual procurement	25%
3	Total value of goods and services procured from MSEs (including MSEs owned by SC/ ST entrepreneurs)	6.35
4	Total value of goods and services procured from only MSEs owned by SC/ ST entrepreneurs	1.99
5	% age of procurement from MSMEs (including MSEs owned by SC/ ST entrepreneurs) out of total procurement	77.52%
6	% age of procurement from only MSEs owned by SC/ ST entrepreneurs out of total procurement	24.31%
7	% age of procurement from Women MSEs	22.09%

22 Vigilance Activities

Ministry of Railways have nominated a part time Chief Vigilance Officer (CVO). The CVO carries out internal scrutiny of the activities on random basis to ensure compliance with the laid down CVC guidelines and procedures. During the vigilance awareness week preventive vigilance workshops were also conducted for the benefit of employees of IRFC. These workshops inter-alia cover contract management, provision of CDA Rules, compliances of rules and policies,

deliberations of case studies etc., such workshops have ensured that best ethical practices are followed in the organization.

The Company has observed Vigilance Awareness Week in 2023-24 from 30^th October, 2023 to 5^th November, 2023, on the theme “Say No to Corruption, Commit to the Nation”, in line with the circular issued in this regard by the Central Vigilance Commission. All employees were administered an Integrity Pledge, to spread awareness about vigilance amongst the employees, as well as public at large.

23 Official Language

The official language implementation committee of the Company meets every quarter to monitor and review the progress made for achieving the targets fixed in Annual Program issued by the official language department Ministry of Home Affairs, Government of India. Effective measures were taken to bring out progressively higher use of Hindi in day-to-day working of the Company. Hindi workshops / trainings are regularly organized and for these employees are sponsored for the trainings/workshops.

Hindi week was observed in your Company from 18^th September 2023 to 22^nd September, 2023 to motivate the employees for the progressive use of Hindi in their day to- day work. Several competitions / programmes were organized to encourage the employees to work in Hindi and create a conducive atmosphere. The participants were accordingly awarded. Further, cash award was also given to employees making most extensive use of Hindi in their day-to-day official work under the Government scheme.

The official website of your Company exists in bilingual form and contains all information of interest to its stakeholders.

24 Presidential Directive

Company has not received any Presidential Directive during the year.

25 Right to Information Act, 2005

The Government of India's instructions on Right to Information Act, 2005 is being complied with. All relevant information has been hosted on the Company's website.

26 Board of Directors and Key Managerial Personnel

Being a Government Company, the power to appoint Directors on the Board of the Company is vested with the President of India acting through the Ministry of Railways (MoR), Government of India. The remuneration of Directors and employees of the Company is fixed as per the extant Guidelines issued by Department of Public Enterprises

(DPE), from time to time. The sitting fee paid to Non- Official/ Independent Directors for attending the meetings of Board and Committees thereof, are within the limits prescribed under the Companies Act, 2013. The Government Nominee Director is not entitled to receive any remuneration or sitting fee from the Company, as per the norms of Government of India. Details of remuneration and sitting fees paid to Directors are appearing in the ‘Report on Corporate Governance' annexed to this Report.

Further, being a CPSE, the remuneration of Functional Directors, Key Managerial Personnel and other employees of the Company, including Senior Management Personnel, is determined as per the extant guidelines on pay, perquisites, allowances etc. issued by the Department of Public Enterprises (DPE) and/or Government of India from time to time.

Pursuant to Section 203 of the Companies Act, 2013, the Board of Directors of the Company has designated the Chairman and Managing Director as CEO, Director (Finance), Group General Manager (Finance) as CFO, and Company Secretary (CS) as Key Managerial Personnel (KMPs) of the Company. Being a Government Company, the role of CEO is being performed by Chairman and Managing Director (CMD) and the role of CFO is performed by Group General Manager (Finance) of the Company.

The following changes have taken place in the composition of the Key Managerial Personnel: -

1. Ms. Uma Ranade, IRAS, AM (Budget), Railway Board has been entrusted with the additional charge of post of Chairman and Managing Director w.e.f. the date of assumption of charge of the post till the date of her superannuation i.e. 31.07.2024, or till a regularly selected incumbent joins the post, or until further orders, whichever is the earlies and accordingly she has been designated as Chairman and Managing Director (Addl. Charge), CEO of the Company.

2. Ministry of Railways (MoR), Government of India vide order no 2018/E(0)11/40/19 dated 26.03.2024 has communicated the Pre-mature termination of the additional charge arrangement for the post of CMD/ IRFC made in favour of Ms. Shelly Verma, Director (Finance), IRFC.

3. Shri Bhaskar Choradia (DIN:08975719) has relinquished the charge of post of EDF/B, Railway Board on 15.04.2024. Accordingly, he has ceased to hold the office of Part-time Government Director on the Board of lRFC w.e.f. forenoon of 15.04.2024.

4. Ministry of Railways, Government of India vide its order No. 2022/PL/57/10 dated 20.05.2024 has

communicated the appointment of Shri. Abhishek Kumar, Executive Director Finance (Budget), Railway Board, as Part- time Government Director on the Board of the IRFC/Company with immediate effect, till he holds the post of Executive Director Finance (Budget), Railway Board or further orders whichever is earlier.

Director(s) retiring & seeking appointment/ reappointment in the ensuing AGM

In accordance with the provisions of the Companies Act, 2013 and Article 210 of the Articles of Association of the Company, Shri Baldeo Purushartha (DIN:07570116), Govt. Nominee Director shall retire by rotation at the ensuing 37^th Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment. Brief resume and other particulars of Shri Baldeo Purushartha is annexed to the Notice of AGM.

27 Evaluation of Board of Directors/ Independent Directors

As per the statutory provisions, a listed company is required to disclose in its Board's Report, a statement indicating the manner in which formal annual evaluation of the performance of the Board, its committees and individual Directors has been made and the criteria for performance evaluation of its Independent Directors, as laid down by the Nomination & Remuneration Committee.

However, the Ministry of Corporate Affairs (“MCA”) vide its notification dated June 5, 2015, has, inter-alia, exempted Government companies from the above requirement. Directors are evaluated by the Ministry or Department of the Central Government, which is administratively in charge of the company, as per its own evaluation methodology. Further, MCA vide notification dated July 5, 2017, also prescribed that the provisions relating to review of performance of Independent Directors and evaluation mechanism prescribed in Schedule IV of the Companies Act, 2013, is not applicable to Government companies.

Accordingly, being a government company, IRFC is, interalia, exempted in terms of the above notifications, as the evaluation of performance of all members of the Board of the Company is being done by the administrative ministry i.e., the Ministry of Railways and/or by the Department of Public Enterprises (DPE).

28 ‘Think Green, Go Green’ Initiative

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report etc. through electronic means to its members at their registered email addresses. As a responsible corporate citizen, the Company has actively supported the implementation of ‘Green Initiative' of the Ministry of Corporate Affairs (MCA) and

effected electronic delivery of Notices and Annual Reports to shareholders, whose email ids are registered. The intimation of dividend (interim/ final) is also being sent electronically to such shareholders. Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in postal ballot and Annual General Meeting (AGM). The Company will also be conducting the AGM this year through video conferencing / other audio-visual means. Members can refer to the detailed instructions for e-voting and electronic participation in the AGM, as provided in the Notice of AGM. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail addresses with the Registrar and Share Transfer Agent (R&TA) of the Company or their respective Depository Participant (DP) and take part in the green initiative.

29 Acknowledgements

Your Company is grateful to the Ministry of Railways, Ministry of Finance, Ministry of Corporate Affairs, Public Enterprises Selection Board, Department of Public Enterprises, National Informatics Centre, other Departments of the Government, Securities and Exchange Board of India and the Reserve Bank of India, for their co-operation, assistance, active

and timely support, and guidance rendered from time to time. The Company is also thankful to all its Shareholders, Bondholders, Banks, Financial Institutions, Arrangers, Registrar and Transfer Agents, Bond Holders Trustees, National Stock Exchange of India Limited, BSE Limited, Life Insurance Corporation of India and other stakeholders for reposing their confidence and trust in the Company. The Company looks forward to their continued support for sustaining its excellent performance levels. The Company expresses gratitude to the Comptroller & Auditor General of India, the Statutory Auditors, Secretarial Auditors and the Internal Auditors for their valuable support and guidance. The Board of Directors express their deep appreciation in recognition of the valuable contribution made by the Company's small team of officers and employees, which has enabled the Company to successfully meet the funding targets set by the Ministry of Railways, while consolidating its position as one of the most vibrant public financial institutions in the country.

For and on behalf of the Board of Directors

Sd/-

(Uma Ranade)

Chairman & Managing Director Place: New Delhi (Addl. Charge)

Date: 29.07.2024 (DIN: 10565537)