June 18, 2020

BSE Limited	National Stock Exchange of India Limited
PhirozeJeejeebhoy Towers	Exchange Plaza, C-1 Block G
Dalal Street, Mumbai-400001.	BandraKurla Complex, Bandra (E), Mumbai.

Dear Sir/Madam,

Re-Scrip Code 532947; Symbol: IRB

Sub - Outcome of the Meeting of the Board of Directors held on June 18, 2020

Please note that the Board of Directors of the Company at its meeting held on June 18, 2020 has:

1. Approved Audited Consolidated & Standalone Financial Results for the quarter and year ended March 31, 2020. A copy of the results along with the Auditor's report is enclosed herewith. A declaration regarding Unmodified Opinion with respect to Annual Audited Financial Results for the year ended on March 31, 2020 is enclosed.
1. Recommended Final Dividend of Rs. 5/- per equity share of Rs. 10/- each for the financial year ended March 31, 2020. The Company has fixed Friday, July 17, 2020 as the Record Date for determining entitlement of members to final dividend. If the final dividend as recommended by the Board of Directors is approved at the Annual General Meeting (AGM), payment of such dividend, subject to deduction of tax at source, will be made on or before Friday, August 14, 2020.
1. Convening the 22ndAGM of the Company on Tuesday, July 28, 2020 and the Register of Members and Share Transfer Books will remain closed from Friday, July 24, 2020 to Tuesday, July 28, 2020 (both days inclusive) for the purpose of the AGM of the Company.

A copy of Corporate Presentation is being made available under Investor Relation Section of the website of the Company (www.irb.co.in).

Please note that the meeting of the Board of Directors commenced at 12.30 pm and concluded at $4\sqrt{9}$ pm

The Company has arranged a conference call on Friday, 19th June, 2020 at 8.45 am (IST) to update the investors about the results.

Please find below details of conference call -

Universal Dial In		+91 22 6280 1341
	÷.	+91 22 7115 8242
Local Dial In
Available all over India : +91 7045671221
International Toll Free
Hong KongSingaporeUK		800964448
		8001012045
		08081011573$\mathcal{L} = \mathcal{L}$
HSA.	$\frac{1}{\epsilon}$	18667462133
International Toll
HongKong	$\frac{1}{\pi}$	85230186877
Singapore	$\ddot{\cdot}$	6531575746
UК	ř.	442034785524
USA	$\ddot{\cdot}$	13233868721

You are requested to kindly take a note of the same.

For IRB Infrastructure Developers Limited

€

Virendra D. Mhaiskar Chairman & Managing Director

Corporate Office: 3rd Floor, IRB Complex, Chandivali Farm, Chandivali Village, Andheri (E), Mumbai - 400 072. Tel: 91 - 22 - 6640 4220 / 4880 4200 = Fax: 91 - 22 - 2857 3441 = e-mail: [email protected] = www.irb.co.in CIN: L65910MH1998PLC115967

June 18, 2020

BSE Limited	National Stock Exchange of India Limited
PhirozeJeejeebhoy Towers	Exchange Plaza, C-1 Block G
Dalal Street, Mumbai-400001.	BandraKurla Complex, Bandra (E), Mumbai.

Dear Sir/Madam,

Re - Scrip Code 532947; Symbol: IRB

Sub – Declaration pursuant to Regulation 33(3)(d) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

Pursuant to provisions of Regulation 33(3)(d) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, we hereby declare and confirm that Auditor's Report on Audited Financial Results (Standalone and Consolidated) of the Company for the quarter and year ended March 31, 2020 issued by the Joint Statutory Auditors of the Company are unmodified.

For IRB Infrastructure Developers Limited

Virendra D. Mhaiskar Chairman & Managing Director

Corporate Office:

3rd Floor, IRB Complex, Chandivali Farm, Chandivali Village, Andheri (E), Mumbai - 400 072. Tel: 91 - 22 - 6640 4220 / 4880 4200 = Fax: 91 - 22 - 2857 3441 = e-mail: [email protected] = www.irb.co.in CIN: L65910MH1998PLC115967

IRB Infrastructure Developers Limited

Part I: Statement of Consolidated Financial Results for the quarter and year ended March 31, 2020

				(Rs. m Lakhs except earnings per share data)
			Quarter ended			Year ended
Sr.No.	Particulars	31.03.2020(Audited)(Refer Note 4)	31.12.2019(Unaudited)	31.03.2019(Audited)(Refer Note 4)	31.03.2020(Audited)	31.03.2019(Audited)
$\mathbf{I}$	Income
	a) Revenue from operations (refer$\text{net}(2)$	158,445.47	174,264.22	194,829.64	685,222.30	670,701.75
	b) Other income	5,035.01	4,753.28	5,062.20	19,495.56	19,560.09
	Total Income ((a)+(b))	163,480.48	179,017.50	199,891.84	704,717.86	690,261.84

$\overline{2}$	Expenses
	a) Cost of material consumed	8,493.59	14,600.84	11,522.88	43,677.20	32,310.82
	b) Road work and site expensesc) Employee benefits expense	70,934.33	72,972.016,761.57	92,904.31	281,562.04	279,688.52
	d) Finance costs	6,751.3341,039.32	40,988.15	4.154.6431,381.70	28,735.10156,436.13	28,617.39112,005.79
	c) Depreciation and amortisation	10,536.40	9,554.65	13.571.33	46,831.40	53,951.28
	expensef) Other expenses	6,775.01	8,559.58	10,236.59	34,107.27	36,355.58
	Total Expenses ((2a) to (2f))	144,529.98	153,436.80	163,771.45	591,349.14	542,929.38
$\mathfrak{z}$	Profit before tax and share of	18,950.50	25,580.70	36,120.39	113,368.72	147,332.46
	profit / (loss) of joint ventures$(1) \cdot (2)$
4	Exceptional Items	5,738.73			5,738.73
5	Profit before exceptional items$(3) - (4)$	24,689.23	25,580.70	36,120.39	119,107.45	147,332.46
6	Profit / (Loss) from Joint Ventures	(1, 584.22)			(1,584.22)
7	Profit before tax $(5) + (6)$	23,105.01	25,580.70	36,120.39	117,523.23	147,332.46
8	Tax expenses
	Current tax	7,978.66	9,222.53	15,825.31	43,192.62	61,926.22
	Deferred tax	(306.09)	384.70	(506.71)	2,244.26	409.73
	Total tax expenses	7,672.57	9,607.23	15,318.60	45,436.88	62,335.95
9	Profit after tax $(7) - (8)$	15,432.44	15,973.47	20,801.79	72,086.35	84,996.51
10	Other comprehensive income notto be reclassified to statement ofprofit and loss in subsequentperiod/year:Mark to market (losses) on fairvalue measurement of investments	(26, 281.87)	(5,812.60)	(1,659.41)	(34, 616.05)	(11,764.26)
	(net of tax)Re-measurement of losses ondefined benefit plans (net of tax)	(69.36)	(47.64)	(328.27)	(195.91)	(376.83)
	Other comprehensive loss for the	(26,351,23)	(5,860.24)	(1,987.68)	(34,811.96)	(12, 141.09)
11	period / year, net of taxTotal comprehensive income forthe period $(9) + (10)$	(10,918.79)	10,113.23	18,814.11	37,274.39	72,855.42
	Attributable to:Equity holders	(10,918.79)	10,113.23	18,814.11	37,274.39	72,855.42
12 12	Non-controlling interestPaid-up equity share capital (face	35,145.00	35,145.00	35,145.00	35,145.00	35,145.00
	value - Rs. 10 per share).
1314	Other equityEarnings per share (of Rs.10 each)		à.		633,142.87	596,369.99
	basic and diluted $-$ (Rs.) (*notannualised)	$3.16*$	$4.55*$	5.92*	20.51	24.18

See accompanying notes to the unaudited consolidated financial results

SSN Иw Reservation excelus, Apol r.V Ŕ $\mathcal{H}$ . Accoud&arg, Manazad Ý, Mumbai-400011

Registered Office 1901, Hiranandani Knowledge Park, 11" Floor, Technolgy Street, Hill Side Avenue, Opp. Hiranandani Hospital, Powai, Mumbai - 400 076 $\frac{1}{2}$ Tel: 2) $\frac{22}{5}$ 6/33 6400 / 4053 6400 = Fax: 91-22-4053 6699 = e-mail: [email protected] = www.irb.co.in

Part II Consolidated Audited Balance Sheet as at March 31, 2020

(Rs. in lakhs)
Particulars	As at31.03.2020(Audited)	As at31.03.2019(Audited)
ASSETS
Non-current assets
Property, plant and equipment	15,351.24	17,166.73
Capital work in progress	3,606.02	3,606.02
Right to use asset	1.171.98
Goodwill on consolidation	780.42	780.42
Other Intangible assets	2,749,747.45	3,276,368.87
Intangible assets under development	36,697.15	376,055.19
Financial assets
Investmentsj).	413,305.39	61,305.65
- Loansii).	773.78	0.81
iii) Other financial assetsDeferred tax assets	309,366.20	7,279.86
Other non-current assets	5,968.00288.80	16,735.12
		2,004.79
Total Non-current assets $(\Lambda)$Current assets	3,537,056.43	3,761,303.46
Inventories	33,135.55	44,248.62
Financial assets
i).Investments	1,280.06	3,230.06
ii).Trade receivable	44,075.80	11,352,26
iii) Cash and eash equivalent	44,287.10	27,773.07
iv) Bank balance other than (iii) above	182,783.40	128,257.11
LoansV).	1,581.80	6,352.95
vi) Other financial assets	101,951.20	20,545.09
Current tax assets (net)	4,030.80	3,537.49
Other current assets	38,633.79	43,007.40
Total Current assets (B)	451,759.50	288,304.05
TOTAL ASSETS (A+B)	3.988,815.93	4,049,607.51
EQUITY AND LIABILITIES
Equity
Equity share capital	35,145.00	35,145.00
Other equity	633,142.87	596,369.99
Total equity $(A)$Non-current liabilities	668,287.87	631,514.99
Financial liabilities
Borrowingsi).	645,807.10	1,440,760.62
ii) Other financial liabilities	1,388,830.19	1,343,919.72
iii) Lease liabilities	767.01
Provisions	3,938.60	4.567.48
Deferred tax liabilities	270.10	3,229.20
Other non-current liabilities		10.215.00
Total Non-current liabilities (B)	2,039,613.00	2,802,692.02
Current Liabilities
Financial Liabilities
Borrowings$i$ )	206,598.65	131,153,83
ii) Trade payables
a) total outstanding dues of micro enterprises and small enterprises	11,382.60	4,579.48
b) total outstanding dues of creditors other than micro enterprises	63,020.20	66,029.84
iii) Other financial liabilities	898,430.84	355,637.93
iii) Lease liabilities	496.86
Other current liabilities	92, 485.40	43,807.75
Provisions	1,236.00	4,104.00
Current tax liabilities (net)	7,264.51	10,087.67
Total Current liabilities (C)	1,280,915.06	615,400.50
TOTAL EQUITY AND LIABILITIES (A+B+C)	3,988,815.93	4,049,607.51

$\frac{1}{\sqrt{2}}$

ú,

Part IIIConsolidated Statement of cash flows for the year ended March 31, 2020

			(Rs. in lakhs)
Particulars		March 31, 2020	March 31, 2019
Cash flow from operating activities
Profit before tax
		1,17,523.24	1,47,332.45
Adjustment to reconcile profit before tax to net cash flows:
Depreciation and amortisation		46,831.40	53,951.28
Resurfacing expenses		(3,113,46)	649.12
Net loss/ (gain) on sale of property, plant and equipment		(103.31)	(63.97)
Fair value gain on mutual funds		(23.31)	(88.54)
Share of loss from joint ventures		1,584.22
Net (gain) on sale of current Investment		(652.10)	(1,104.02)
Finance costs		1,56,436.13	1,12,005.70
Interest income		(18.118.98)	(16,919.64)
Other non operative income		(590.13)	(1,040.25)
Profit on sale of investment in subsidiaries (exceptional item)		(5,738.73)
Dividend income on current investments		(7.70)	(343.63)
Operating profit before working capital changes		2,94,027.27	2,94,378.50
Movement in working capital:
Increase in trade payables		34,412.03
Increase/ (decrease) in provisions		92.35	30,026.02
Increase in other financial liabilities		40,034.67	176.79
(Decrease) increase in other liabilities		1,31,734.05	1,167.51
Decrease / (increase) in trade receivables			3.310.65
Decrease / (increase) in inventories		(32, 726.85)	1,909.69
Increase in loans		11,108.07	4.476.99
(Increase) / decrease in other financial assets		3,950.92	(411.59)
Increase in other assets		(35,020.16)	(9,042.98)
Cash generated from operations		(29,629.46)	(20, 167.94)
		4,17,982.89	3,05,823.64
Taxes paid (net)		(38, 370.08)	(34,829.70)
Net cash flows generated from operating activities	A	3,79,612.81	2,70,993.94
Cash flows from investing activities
Purchase of property, plant and equipment including CWIP, intangible assetsincluding intangible assets under development and capital advances		(5,20,522.60)	(4,21,889.03)
Proceeds from sale of property, plant and equipment		398.79	166.91
Proceeds/redemption from sale of non-current investments		2,370.99	3,096.42
Consideration received on transfer of subsidiaries		75,744.00
Proceeds from sale/ (purchase) of current investments (net)		(309.69)	16,342.68
Investments in bank deposits (having original maturity of more than three		(68, 771.45)	(23, 288, 75)
months) (net)Interest received		20,551.31
Dividend received		7.70	17,089.75343.63
Net cash flows (used in) investing activities	B	(4,90,530.95)	(4,08,138.39)
$\leftrightarrow$

$\hat{\mathcal{S}}$

$\ddot{\cdot}$

Cash flows from financing activities			INFRASIRUCTURE DEVELOPERS LID
Proceeds from non-current borrowings		2,91,419.21	3,39,752.15
Repayment of non-current borrowings		(96, 784.04)	(94.553.01)
Proceeds/ (Repayment) of current borrowings (net)		64,699.00	14,703.93
Payment of lease liabilities		(473.21)
Finance cost paid		(1, 28, 271.69)	(1,05,554.16)
Dividend paid on equity shares			(8,786.25)
Tax on equity dividend paid		(501.52)	(1,806.09)
Net eash flows generated from financing activities	€	1,30,087.75	1.43,756.57
Net increase $/(decrease)$ in eash and eash equivalents $(A+B+C)$		19,169.61	6,612.12
Cash and eash equivalents at the beginning of the year		27,242.53	20,630.41
Less: Cash transferred on sale of subsidiaries		(2,670.09)
Cash and eash equivalents at the end of the year		43,742.05	27,242.53
Components of cash and cash equivalents
Balances with scheduled banks:
- Trust, retention and other eserow accounts		961.61	2,085.91
- Others		7,447.03	21,766.98
- In deposit accounts with original maturity less than 3 months		34,356.01	1,586.09
Cash on hand		1,522.45	2,334.09
Less: Book overdraft		(545.05)	(530.54)
Total cash and cash equivalents		43,742.05	27,242.53

$\langle \cdot, \cdot, \cdot \rangle$ , $\langle \cdot, \cdot \rangle$

$\langle \varphi_{\alpha} \rangle = -i k$ .

$\theta$

$\sim 10^{-10}$ and $\sim 10^{-10}$

$\mathcal{L}{\text{max}} = \mathcal{L}{\text{max}}$

IRB Infrastructure Developers Limited

Part IV: Report on Consolidated Segment Revenue, Segment Results and Capital Employed for the quarter and year endedMarch 31, 2020 (Re in lakhe)

		Quarter ended		{KS. 111 JaknsYear ended
Particulars	31.03.2020(Unaudited)	31.12.2019(Unaudited)	31.03.2019(Unaudited)	31.03.2020(Audited)	31.03.2019(Audited)
1. Segment Revenue
a. BOT/TOT Projects	35.449.07	35,276.27	53,640.81	172,324.19	208,475.37
b. Construction	122,707.93	138,554.43	140,792.22	511,018.58	460,185.58
c. Unallocated corporate	288.47	433.52	396.61	1,879.53	2,040.80
Total	158,445.47	174,264.22	194,829.64	685,222.30	670,701.75
Less : Inter segment revenue
Revenue from Operations	158,445.47	174,264.22	194,829.64	685,222.30	670,701.75
2. Segment Results
a. BOT/TOT Projects	20,837.98	22,855.18	34,555.51	106,815.77	133,042.22
b. Construction	35,776.25	39,816.56	30,072.19	148,660.68	111,108.58
c. Unallocated corporate	(54.34)	69.06	(1.87)	617.61	934.97
Total	56,559.89	62,740.80	64,625.83	256,094.06	245,085.77
Less: Interest	(40, 410.55)	(40, 445.78)	(30, 758, 42)	(153, 595.45)	(110, 429.01)
Other un-allocable income netoff un-allocable expenditure	2,801.16	3,285.68	2,252.98	10,870.11	12,675.70
Exceptional items	5,738.73			5,738.73
Profit / (Loss) from JointVentures	(1,584.22)			(1, 584.22)
3. Profit before tax	23,105.01	25,580.70	36,120.39	117,523.23	147,332.46
Segment Assets
a. BOT/TOT Projects	2,615,346.70	3,657,105.94	3,338,257.74	2,615,346.70	3,338,257.74
b. Construction	649,674.69	514,499.58	398,006.54	649,674.69	398,006.54
c. Unallocated corporate	723,794.54	335,401.24	313,343.23	723,794.54	313,343.23
Total $(A)$	3,988,815.93	4,507,006.76	4,049,607.51	3,988,815.93	4,049,607.51
Segment Liabilities
a. BOT/TOT Projects	2,031,984.28	1,591,591.63	1,484,478.97	2,031,984.28	1,484,478.97
b. Construction	299,984.67	247,361.14	215,341.99	299,984.67	215,341.99
c. Unallocated corporate	988,559.11	1,988,847.37	1,718,271.56	988,559.11	1,718,271.56
Total (B)	3,320,528.06	3,827,800.14	3,418,092.52	3,320,528.06	3,418,092.52
Total $(A) - (B)$	668,287.87	679,206.62	631,514.99	668,287.87	631,514.99

a) The Segment reporting of the Group and its joint ventures has been prepared in accordance with Indian Accounting Standard 108 "Operating Segment" (Ind AS 108).

b) The business segments of the Group and its joint ventures comprise of the following:

Segment	Description of Activity
BOT/TOT Projects	Operation and maintenance of roadways
– Construction	Development and maintenance of roads

NOTES:

Consolidation and Segment Reporting: $\mathbf{1}$ .

Pursuant to Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company $\mathbf{a}$ and its joint ventures has opted to publish only the consolidated segments.

IRB Infrastructure Developers Limited ('the Company') and its subsidiaries (together, 'the Group') have identified business segments in accordance with Indian Accounting Standard 108 "Operating Segment" notified under section 133 of the Companies Act 2013, read together with relevant rules issued thereunder. Accordingly, the Group has identified two business segments viz., Built, Operate and Transfer ('BOT')/ Toll, Operate and Transfer ('TOT') i.e. Operation and maintenance of roads and Development and maintenance of roads i.e. Construction as reportable segments.

Investors can view the results of the Group and its joint ventures on the company's website (www.irb.co.in) or on the $\mathbf{b}$ websites of BSE (www.bseindia.com) or NSE (www.nseindia.com).
The above published consolidated financial results have been prepared in accordance with the recognition and $\mathcal{C}$ measurement principles of Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015.
During the quarter, the Group has paid/accrued Rs. 1,562.79 lakhs (quarter ended 31.12.2019: Rs. 2,344.19 lakhs, quarter 2. ended 31.03.2019; Rs. 2,232.56 lakhs, FY 2019-20: Rs. 8,595.36 lakhs) as Revenue Share to National Highways Authority of India (NHAI) out of its toll collection in accordance with the Concession Agreements entered with NHAI. Revenue from Operations in the financial results is net of the above Revenue Share to NHAL
In accordance with Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the 3 joint statutory auditors of the Company have carried out audit of the above results.
The figures of the quarter ended March 31, 2020 and the corresponding quarter ended in the previous year as reported in $4.$ this financial results are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto the end of the third quarter of the relevant financial year. Also, the figures upto the third quarter had only been reviewed and not subjected to audit.
The Audited results for the quarter and year ended March 31, 2020 have been audited by the Audit Committee at their meeting held on June 18, 2020 and thereafter approved by the Board of Directors at their meeting held on June 18, 2020. The joint statutory auditors have expressed an unqualified audit opinion.
Key numbers of standalone financial results of the Company for the quarter and year ended March 31, 2020 are as under:-The distribution

		Quarter ended	. .Year ended
Particulars	31.12.201931.03.2020(Unaudited)(Audited)		31.03.2019(Audited)	31.03.2020(Audited)	31.03.2019(Audited)
Revenue from operations.	95.354.62	107.969.78	96.935.25	399.169.16	338.477.51
Profit before Tax	7.721.39	8.943.72	13.150.85	36.818.62	46.012.28
Profit for the period/year	5.707.61	6.664.34	8.323.47	27.920.27	32.877.09

Effective April 1, 2019, the Group has adopted Ind AS 116 'Leases', applied to all leases contracts existing on April 1. $71$ 2019 using the modified retrospective method along with the transition option to recognise Right-To-Use asset (ROU) at an amount equal to the lease liability. Accordingly, comparatives for the year and quarter ended March 31, 2019 have not been retrospectively adjusted. The effect of this adoption is not material on the profit for the year / quarter and earnings per share. In Statement of profit and loss for the current period, the nature of expenses in respect of operating leases has changed from lease rent in previous periods to depreciation cost for the right-to-use asset and finance costs for interest accrued on lease liability.

Note on Covid-19 8.

The Outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. Operations at all toll plazas of the various project SPVs across the country had been closed down w.e.f. March 26, 2020 till April 19, 2020 mid-night. This was done as per the directives issued by Ministry of Road Transport & Highways (MoRTH)/ National Highway Authority of India (NHAI), in accordance with the MHA guidelines about commercial and private establishment in the wake of COVID-19 pandemic. The Group commenced collection of user fee at all toll plazas on National Highways w.e.f. April 20, 2020 as per the directives issued by NHAI and by ensuring compliance with preventive measures in terms of guidelines/ instructions issued by Govt. of India to contain spread of COVID-19. Further, construction activities were also resumed gradually in the phased manner. The Group has filed a statement of claims for appropriate relief as per the terms of Concession Agreement with NHAI and has also availed the relief provided by its lenders by way of moratorium on certain principal repayments.

The Group believes the current level of operations are temporary in nature and based on the various initiatives announced by the respective Central and state governments, and therefore this may not result in any significant financial impact on the Group. The management has considered internal and external sources of information up to the date of approval of these consolidated financial results, in assessing the recoverability of investments and assets, liquidity, financial position and operations of the Group including impact on estimated construction cost to be incurred towards projects under execution and based on the management's assessment, there is no material impact on the consolidated financial results of the Group.

Considering the uncertainties involved in estimating the impact of this pandemic, the future impact of this pandemic may be different from those estimated as on the date of approval of these consolidated financial results, and this will continue to be monitored in future periods.

Issue of Non-convertible debentures

After the reporting date, the Company has issued Non-convertible debentures as under:

9.55% Secured, Redeemable, Listed, Rated Non-Convertible Debentures of face value of Rs. 10 lakh each, for cash at par, aggregating to Rs. 200 Crores on a private placement basis.
9.55% Secured, Redeemable, Listed, Rated Non-Convertible Debentures of face value of Rs. 10 lakh each, for cash at par, aggregating to Rs. 300 Crores on a private placement basis.
10% Secured, Unlisted, Unrated, Non-Convertible Debentures of face value of Rs. 1 lakh each, for cash at par, aggregating to Rs. 750 Crores on a private placement basis.

Since the above debentures are issued after reporting date, disclosures pursuant to Regulation 52(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be complied from the quarter ended June 30, 2020.

1. Pursuant to the Share Purchase Agreement(s) executed between the Company and IRB Infrastructure Trust ('Trust'), the investment in nine subsidiary companies has been transferred to the Trust with effect from February 26, 2020. Accordingly, revenue, expenses as well as profit/ (loss) after tax in these companies have been included upto February 29, 2020 in the consolidated financial results. The Company holds 51% stake in Trust and has joint control over the Trust. Pursuant to Share Purchase Agreement(s), the Company has also transferred 49% investment in MMK Toll Road Private Limited i.e. Subsidiary Company to Affiliate of GIC. The Group has recorded a gain of Rs 5,738.73 lakhs on loss of control in such erstwhile subsidiaries, which is included under exceptional items.
1. The Board of Directors at its meeting held on June 18, 2020 has proposed final dividend of Rs. 5 per equity share.
1. The Company and certain subsidiary companies have elected to exercise the option permitted under section 115BAA of the Income-tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company and certain subsidiary companies have recognised Provision of Income Tax for the year ended March 31, 2020 and remeasured its Deferred Tax Assets on the basis the rate prescribed in the said section.

For IRB Infrastructure Developers Limited

Virendra D. Mhaiskar Chairman and Managing Director

Place: Mumbai Date: June 18, 2020

B S R & Co. LLP Chartered Accountants Lodha Excelus, $5th$ Floor, Apollo Mills Compound, N.M.Joshi Marg, Mahalakshmi, Mumbai 400 011. Telephone $+91(22)$ 4345 5300 Fax $+91(22)$ 4345 5399

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Independent Auditors' Report

To Board of Directors of IRB Infrastructure Developers Limited

Report on the Audit of the Consolidated Annual Financial Results

Opinion

We have jointly audited the accompanying consolidated annual financial results of IRB Infrastructure Developers Limited (hereinafter referred to as the "Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), and its joint ventures for the year ended 31 March 2020, attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our joint opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate audited financial statements of certain subsidiaries and a joint venture, the aforesaid consolidated annual financial results:

include the annual financial results of the entities (as per Annexure A); a.
$\mathbf b$ . are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
give a true and fair view in conformity with the recognition and measurement principles laid c. down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of consolidated net profit and other comprehensive loss and other financial information of the Group and its joint ventures for the year ended 31 March 2020.

Basis for Opinion

We conducted our joint audit in accordance with the Standards on Auditing ("SAs") specified under Section 143 (10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results section of our report. We are independent of the Group and its joint ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in sub paragraph (a) of the "Other Matters" paragraph below, is sufficient and appropriate to provide a basis pur opinion on the consolidated annual financial results.

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IRB Infrastructure Developers Limited

Management's and Board of Directors' Responsibilities for the Consolidated Annual Financial Results

These consolidated annual financial results have been prepared on the basis of the consolidated annual financial statements.

The Holding Company's Management and the Board of Directors are responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net profit and other comprehensive loss and other financial information of the Group and its joint ventures in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Management and Board of Directors / Trustees of the companies / trust included in the Group and its joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each company / trust and for preventing and detecting frauds and other irregularities: selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated annual financial results by the Management and the Directors of the Holding Company, as aforesaid.

In preparing the consolidated annual financial results, the Management and the respective Board of Directors / Trustees of the companies / trust included in the Group and its joint ventures are responsible for assessing the ability of each company / trust to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors / Trustees either intends to liquidate the company / trust or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors / Trustees of the companies / trust included in the Group and its joint ventures is responsible for overseeing the financial reporting process of each company / trust.

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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IRB Infrastructure Developers Limited

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results (Continued)

Identify and assess the risks of material misstatement of the consolidated annual financial results, N whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated financial results made by the Management and Board of Directors.
Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its joint ventures to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated annual financial results, including the disclosures, and whether the consolidated annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial results of the entities within the Group and its joint ventures to express an opinion on the consolidated annual financial results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entities included in the consolidated annual financial results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in subparagraph (a) of the section titled "Other Matters" in this audit report.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated annual financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our joint

IRB Infrastructure Developers Limited

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results Continued)

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable. related safeguards.

We also performed procedures in accordance with the circular No CIR/CFD/CMD1/44/2019 issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matters

(a) The consolidated annual financial results include the audited financial results of twelve (12) subsidiaries, whose financial statements reflect Group's share of total assets (before consolidation adjustments) of Rs. 2,818,262 lakhs as at 31 March 2020, Group's share of total revenue (before consolidation adjustments) of Rs.556,211 lakhs and Group's share of total net profit after tax (before consolidation adjustments) (net) of Rs. 22,197 lakhs respectively, and Group's share of net cash inflows of Rs 186 lakhs for the year ended on that date, as considered in the consolidated annual financial results, which have been audited by their respective independent auditors. The consolidated annual financial results also include the Group's share of net profit after tax (and other comprehensive income) (before consolidation adjustments) of Rs 11 lakhs for the year ended 31 March 2020, as considered in the consolidated annual financial results, in respect of one (1) joint venture, whose financial statements have been audited by it's respective independent auditor. The independent auditors' reports on financial statements of these entities have been furnished to us by the management and our opinion on the consolidated annual financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph above.
(b) The consolidated annual financial results include the audited financial results of five (5) subsidiaries, whose financial statements reflect Group's share of total assets (before consolidation adjustments) of Rs.9,94,015 lakhs as at 31 March 2020, Group's share of total revenue (before consolidation adjustments) of Rs 130,204 lakhs and Group share of total net profit after tax (net) (before consolidation adjustments) of Rs 2,608 lakhs, respectively, and Group's share of net cash outflows of Rs 1,751 lakhs for the year ended on that date, as considered in the consolidated annual financial results, which have been audited by Gokhale & Sathe, Chartered Accountants, one of the joint auditors of the Holding Company. The consolidated annual financial results also include the Group's share of net loss after tax (and other comprehensive income) (before consolidation adjustments) of Rs. 1595 lakhs for the year ended 31 March 2020, as considered in the consolidated annual financial results, in respect of one (1) joint venture, whose financial statements have been audited by Gokhale & Sathe, Chartered Accountants, one of the joint auditors of the Holding Company.

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IRB Infrastructure Developers Limited

Other Matters (Continued)

(c) The consolidated annual financial results include the audited financial results of one (1) subsidiary, whose financial statements reflect total assets (before consolidation adjustments) of Rs. 279,770 lakhs as at 31 March 2020, total revenue (before consolidation adjustments) of Rs 34,099 lakhs and total net loss after tax (before consolidation adjustments) of Rs 4,738 lakhs respectively, and net cash outflow of Rs 1,483 lakhs for the year ended on that date, as considered in the consolidated annual financial results, which have been audited by B S R & Co. LLP, Chartered Accountants, one of the joint auditors of the Holding Company.
(d) The consolidated annual financial results include the unaudited financial results of one (1) subsidiary, whose financial results reflect total assets (before consolidation adjustments) of Rs. Nil as at 31 March 2020, total revenue (before consolidation adjustments) of Rs Nil and total net profit after tax (before consolidation adjustments) of Rs. Nil and net cash outflows/(inflows) of Rs Nil for the year ended on that date, as considered in the consolidated annual financial results. These unaudited financial results have been furnished to us by the Board of Directors and our opinion on the consolidated annual financial results, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on such annual financial information. In our opinion and according to the information and explanations given to us by the Board of Directors, this financial information is not material to the Group and its joint ventures.

Our opinion on the consolidated annual financial results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial information certified by the Board of Directors.

(e) The consolidated annual financial results include the results for the quarter ended 31 March 2020 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

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Annexure - A

List of subsidiaries/joint ventures included in the results of the following entities

Sr No	Name of Entity	Relationship
1	IRB Ahmedabad Vadodara Super Express Tollway Private Limited	Subsidiary
2	Modern Road Makers Private Limited	Subsidiary
3	AE Tollway Limited (upto 26 February 2020)	Subsidiary
4	Yedeshi Aurangabad Tollway Limited (upto 26 February 2020) *	Subsidiary
5	IRB Westcoast Tollway Limited (upto 26 February 2020) *	Subsidiary
6	Mhaiskar Infrastructure Private Limited	Subsidiary
7	Kaithal Tollway Limited (upto 26 February 2020) *	Subsidiary
8	Solapur Yedeshi Tollway Limited (upto 26 February 2020) *	Subsidiary
9	Ideal Road Builders Private Limited (upto 26 February 2020) *	Subsidiary
10	IRB Kolhapur Integrated Road Development Company Private Limited	Subsidiary
11	IRB Goa Tollway Private Limited	Subsidiary
12	ATR Infrastructure Developers Limited	Subsidiary
13	IRB Sindhudurg Airport Private Limited	Subsidiary
14	Aryan Toll Road Private Limited	Subsidiary
15	Aryan Infrastructure Investments Private Limited	Subsidiary
16	Thane Ghodbunder Toll Road Private Limited	Subsidiary
17	NKT Road and Toll Private Limited	Subsidiary
18	Aryan Hospitality Private Limited	Subsidiary
19	IRB Infrastructure Private Limited	Subsidiary
20	CG Tollway Limited (upto 26 February 2020) *	Subsidiary
21	MMK Toll Road Private Limited +	Joint Venture
22	Udaipur Tollway Limited (upto 26 February 2020) *	Subsidiary
23	Modern Estate - Partnership Firm	Subsidiary
24	Kishangarh Gulabpura Tollway Limited (upto 26 February 2020)*	Subsidiary
25	MRM Mining Private Limited	Subsidiary
26	VK1 Expressway Private Limited	Subsidiary
27	IRB PP Project Private Limited (formerly known as Zozila Tunnel ProjectPrivate Limited)	Subsidiary
28	IRB PS Highway Private Limited (formerly known as MRM HighwaysPrivate Limited)	Subsidiary
29	IRB Hapur Moradabad Tollway Limited (upto 26 February 2020)*	Subsidiary
30	IRB Infrastructure Trust (wef from 26 February 2020)	Joint Venture
	* These entities were wholly owned subsidiaries upto 26 February 2020. With effect from 26Ecory 2020 these entities were transferred to IRB Infrastructure Trust a Joint Venture as per the

insterred to IRB Infrastructure Trust, ggreement dated 19 February 2020.

Subsidiary upto 26 February 2020 and thereafter Joint Venture

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