Indian Railway Finance Corporation Limited AR 2022-23

Consistent Performance
Expanding Horizon
36th Annual Report 2022-23

Contents
02-17 120-257
Corporate Overview Financial Statements
Corporate Information 02 Balance Sheet 120

Profile of Board of Directors 03 Statement of Profit and Loss 121
Chairperson’s Message 06 Statement of Cash Flow 122
About Us 10 Statement of Changes in Equity 124
Business Overview 12 Notes to Financial Statements 126
Strategic Priorities 14 Independent Auditor’s Report 244
Financial Highlights 16 Comments of the C&AG of India 256
Corporate Social Responsibility 17
18-30
Notice of Annual General Meeting
Notice 18
31-119 Forward looking statement
Some information in this report may contain forward-looking statements. We have

Statutory Reports based these forward looking statements on our current beliefs, expectations and
intentions as to facts, actions and events that will or may occur in the future. Such
statements generally are identified by forward looking words such as “believe,”
Directors’ Report 31 “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar
words. A forward-looking statement may include a statement of the assumptions
Management Discussion and Analysis 41 or basis underlying the forward-looking statement. We have chosen these
assumptions or basis in good faith, and we believe that they are reasonable in all
Report on Corporate Governance 46 material respects. However, we caution you that forward looking statements and
assumed facts or bases almost always vary from actual results, and the differences
Business Responsibility & Sustainability between the results implied by the forward looking statements and assumed facts or
Report
68 bases and actual results can be material, depending on the circumstances.
Key Financials FY 22-23
Indian Railways (IR) with
its 4th largest network in the
H 23,795 Crores world, has been the backbone
of the transportation sector
EBIDTA in India, carrying millions of
passengers and cargo from
H 6,337 Crores
one part of the country to the
other. IR is moving forward
PAT with a vision to become a more
efficient system, to be able
to keep pace with the growth
H 45,470 Crores and compliment the economic
Net worth development of the nation.
At IRFC, we play a strategic role in supporting
H 4,66,938 Crores the Indian Railways Infrastructure Development

Plan. We have emerged as the primary market
AUM
borrowing arm of Indian Railways to meet their
entire extra budgetary resource requirements for
CRISIL AAA
capex funding, whether it is rolling stock or railway
infrastructure projects.
(Stable) Apart from funding Indian Railways, we have

a mandate to finance projects, which have a
ICRA AAA backward and forward linkage with railways. We

are actively looking at funding such projects in the
(Stable) entire railway ecosystem.
Our financial and operational performance is
CARE AAA improving consistently and we are exploring

business opportunities to amplify value for all
Ratings our stakeholders.
Annual Report 2022-23
Corporate Information
Board of Directors* Scrip Code Registrar & Transfer Agents
Ms. Shelly Verma National Stock Exchange of Equity Shares

Chairman & Managing Director India Limited – IRFC
(Addl. Charge) & Director (Finance) M/s. Beetal Financial &
BSE – 543257 Computer Services (P) Ltd.
Shri Baldeo Purushartha 3rd Floor 99 Madangir,
Government Nominee Director Behind Local Shopping Centre,
ISIN
Near Dada Harsukhdas Mandir,
Shri Bhaskar Choradia
INE053F01010 New Delhi- 110062
Government Nominee Director
Email id: [email protected]
Shri Vallabhbhai Maneklal Patel Depositories Ph. No : 91-11-2996 1281-83
Non- Official /Independent Director
Website: www.beetalfinancial.com
National Securities Depository Limited
Smt Sheela Pandit
Bonds
Non- Official /Independent Director Central Depository Services (India)
Limited M/s KFin Technologies Private Limited
Chief Financial Officer Selenium Tower B, Plot Nos. 31 & 32,
Statutory Auditors Financial District Nanakramguda,
Shri Sunil Kumar Goel
M/s KBDS & Co. Serilingampally Mandal,
Company Secretary & Compliance Chartered Accountants Hyderabad – 500032 India

Officer Ph. No. : +91 040 6716 1598
Secretarial Auditors
Shri Vijay Babulal Shirode Toll Free No: 1800-345-4001
M/s Akhil Rohatgi & Company Email id: [email protected]
Registered Office Company Secretaries Website: www.kfintech.com
UG Floor, East Tower, NBCC Place, Bankers Website

Bhisham Pitamah Marg, Pragati Vihar,
Lodhi Road, New Delhi-110003 Union Bank of India https://irfc.co.in/
State Bank of India Email ID

Corporate Identification Number
ICICI Bank
[email protected]
L65910DL1986GOI026363 HDFC Bank
Bank of Baroda
Equity Shares listed on
National Stock Exchange of India Limited

(NSE)
BSE Limited (BSE)
* As on 11th August, 2023
02
Notice of AGM | Statutory Reports | Financial Statements Corporate Overview
Profile of Board of Directors*
Ms. Shelly Verma

Chairman & Managing Director
(Addl. Charge) & Director (Finance)
DIN: 07935630
(CMD (Addl. Charge) w.e.f 15.10.2022)
Shri Baldeo Purushartha Shri Bhaskar Choradia

Government Nominee Director Government Nominee Director
DIN: 07570116 DIN: 08975719
Shri Vallabhbhai Maneklal Patel Smt. Sheela Pandit

Non-Official / Independent Director Non-Official / Independent Director
DIN: 07713055 DIN: 09403193
* As on 11th August, 2023
03
Profile of Board of Directors

Ms. Shelly Verma Shri Baldeo Purushartha Shri Bhaskar Choradia
Chairman & Managing Director Government Nominee Director Government Nominee Director
(Addl. Charge) & Director (Finance) DIN: 07570116 DIN: 08975719
DIN: 07935630
Shri Baldeo Purushartha has been Shri Bhaskar Choradia, nominated
Ms. Shelly Verma is the Chairman and inducted to the IRFC Board on 3rd June, as part-time Government Director on
Managing Director (Addl. Charge) and 2020. He Joined the Indian Administrative the Board of Indian Railway Finance
Director (Finance) of our Company. She Service (IAS) in 2002. Before joining as Corporation is an Indian Railway
holds a Bachelor’s degree in Commerce Joint Secretary, Department of Economic Accounts Service officer, holds the charge
from Shri Ram College of Commerce, Delhi Affairs, Ministry of Finance, Government of Executive Director Finance (Budget)
University and is also a fellow member of the of India, he served as Secretary, Lokpal in Railway Board w.e.f. 28.10.2020.
Institute of Chartered Accountants of India. and Divisional Commissioner, Jalandhar, Earlier to this assignment, he has
She has more than 30 years’ experience in Punjab. He also served in various worked as the Director for Government
Financial Sector. Prior to her appointment to field and secretariat positions in the EMarketplace,Government of India (GOI)
the Board of our Company, She has served in Government of Punjab and Government since September 2017 on deputation
various capacities, including, most recently, of India. Among the posts, he held under Central Staffing Scheme. He
as Executive Director (Finance) with the the post of Private Secretary to Union has headed the marketing, capacity-
Power Finance Corporation Limited (PFC). Minister of State (Independent Charge) in building and customer relationships for
In PFC, she was heading Key Financial the Ministry of Housing and Urban Affairs; this marquee initiative of GOI. He was
functions including Resource Mobilisation, Director, Industries and Commerce instrumental in setting up the human
Banking, Treasury Lending Policy & Risk Department, Punjab; Director, Technical resource and finance verticals of the
Management. Education and Industrial Training, Punjab, newly incorporated GeM SPV.
Commissioner, NRI, Punjab and Special
Secretary, Expenditure, Punjab. He graduated with a Bachelor of Engineering
in Mechanical engineering from the Indian
He represents the Government of India Institute of Technology, Roorkee, India
on the Board of Indian Railway Stations (Erstwhile University of Roorkee) in 1996
Development Corporation Ltd, National and joined the Government of India in 2000.
Investment and Infrastructure Fund Trustee
Limited and National Land Monetization In his career as a Railway Officer he has the
Corporation Limited. experience of working in various capacities
in Accounts and Finance Departments of
Shri Baldeo Purushartha holds a Post zonal railways i.e. West Central Railway,
Graduate degree in History from University Southern and Northern Railways and in
of Delhi. Railway Board. He has worked in Railway
04
Divisions, Workshops and on Headquarters. Shri Vallabhbhai Maneklal Patel Smt. Sheela Pandit
While in Railway Board he has worked in Non-Official / Independent Director Non-Official / Independent Director
the Budget Directorate dealing with the DIN: 07713055 DIN: 09403193
preparation and presentation of the Railway
Budget and its execution. As Director in Shri Vallabhbhai Maneklal Patel holds a Smt. Sheela Pandit has done Master’s
Stores Finance in Railway Board he was Bachelor’s Degree of Commerce (B. Com) in Business Administration in Human
involved in preparation of Rolling Stock from Gujarat University. He has been Resource (MBA), also holds Bachelor’s
Programme, M&P Programme for Indian associated with Shri Ganesh Ginning & degree of Arts (History) and Bachelor’s
Railways. Pressing Factory since 1998 and having a Degree of Education (B.ED). She possesses
vast experience in managing the affairs of specialization in the field of Management.
He has also attended various training
the organization and knowledge of industry.
programmes on Management, Public Further, she has also been into the
He also represents on various forums
Administration, Tendering, Public Policy etc teaching profession and worked in various
like FICCl, Cotton Ginning and Pressing
in India and abroad at Institutes like RSC/ institutes such as Sunrise Convent School,
Association etc. He has also been the Vice
Vadodara, NIFM/Faridabad, University of Vishakahapatnam, ZB Zakaria English High
Chairman of Kadi Nagrik Sahakari Bank
California, Berkeley/USA etc. School, Maharashtra, Ishan International
Limited from year 2002 to 2005. Further,
he is also a Member of Advisory Board School, Patna and Kendriya Vidyalaya,
of The Kalupur Commercial Cooperative Danapur. She is a social activist and active
Bank Limited, Gandhinagar. He is also in social and philanthropic activities.
engaged into various educational and
Philanthropic activities and is Chairman of
Sarva Vidyalaya Kelvani Mandal. Presently,
he is also President of Kadi Sarva
Vishwavidyalaya, Gandhinagar, Chairman
of Kava Patidar Kelvani Uttejak Mandal and
a Director of Sarva Vidyalaya Innovation
Foundation a Section 8 Company.
Key Managerial Personnel
Shri Sunil Kumar Goel Shri Vijay Babulal Shirode

Chief Financial Officer Company Secretary &
Compliance Officer
05
Chairperson’s Message
During the year, in

its endeavor towards
diversification of its
borrowing portfolio
for the first time, IRFC
raised funds through
structured term loan
for tenor of 20 Years
for J 4,000 crores from
NABFID (National
Bank for Financing
of Infrastructural
Development)
Shelly Verma
Chairman and Managing Director (Addl. Charge) & Director (Finance)
06
Dear Shareholders, We have consistently Indian Railways Sector
Financial Year 2022-23 has been another exhibited robust Indian Railways (IR) with its 4th largest
network in the world, has been the
turbulent year with the global economy
marred by unprecedented uncertainty.
financial performance backbone of the transportation sector
The global economic growth has on the back of raising in India, carrying millions of passengers
and cargo from one part of the country
moderated amidst the prolonged Russia-
Ukraine war, even though the effect of
funds at competitive to the other. Indian Railways has definitely
the pandemic has receded. Food and rates. This has helped consolidated the roots of growth in the
post pandemic scenario and now the
energy price shocks affected the general
prices, with wage price spiral leading to
us to keep our cost path has been set for moving ahead with
elevated inflation across countries. The of borrowings low. positive momentum. IR is moving forward
with a vision to become a more efficient
recent failures of few banks in the United
States are a reminder of the challenges
Strategic relationship system, to be able to keep pace with the
posed by the interaction between tighter with the Ministry of growth and compliment the economic
development of the nation.
monetary and financial conditions and
the buildup in vulnerabilities. Even though
Railways enables us
the financial sector remained under to maintain a low Indian Railways with its more than
170 years of existence, is now making
tremendous stress due to pandemic
situation and volatility in the market arising
risk profile transformative changes. The vision
of Indian Railways is to provide safe,
from global macro issues Indian economy
efficient, affordable, customer focused
was stable, and the Company continued
India has emerged as the third-largest and environmentally sustainable integrated
to exhibit excellent performance which
economy in terms of purchasing power transportation solution(s) to the country.
was primarily attributed to its strategic
relationship with MOR, strong financials parity.
Indian Railways achieved its highest ever
and its dedicated workforce. In the Union Budget for FY24, the freight loading of 1512.07 MT in 2022-
Government announced capex worth 23 as compared to 1418.1 MT in 2021-
Economic Overview
H 10 lakh crores, which marked a 22. There is a 6.63% increase in freight
Despite concerns about an impending substantial increase of 37.40% compared loading over FY 2021-22. Freight loading
global recession, India's economy has to the previous year. This underscores is the dominant source of revenue for
reaffirmed its position as one of the the Government’s focus on ramping up IR and incremental loading has been
world's fastest growing major economies. infrastructure development, which acts continuously achieved in recent years.
Amid several headwinds such as high as a tailwind to drive long-term economic The freight earnings have increased by
inflation, escalating commodity prices growth. The Indian Railways received 16% compared to the same period in the
and disruptions in global trade due to the highest ever capital outlay of H 2.40 previous year.
ongoing geopolitical conflicts in Europe, lakh crores, which is further expected to
bolster India’s regional connectivity. Indian Railways are now poised to take
the economy is projected to have clocked
transformational leap in the Amrit Kaal of
a growth rate of 7.2% during FY23. The
Well-capitalised public sector banks in India the post-Independence period and fulfill
Government and the Reserve Bank of
have improved their financial health, which the vision of 'Viksit Bharat' which includes
India (RBI) have implemented several
has put them in a better position to boost Modern, faster, available on demand
measures to address these headwinds
credit supply. Despite a slowdown in global passenger services and facilities, a
and recent decline in commodity prices
economic activity, India's performance substantial share in freight cargo with
suggest that these efforts have started to
indicators do not reflect this trend, resulting ancillary services in logistics parks and
bear fruit in terms of reining in inflation.
in a sense of cautious optimism. domestic industry driven rail infrastructure
07
Chairperson’s Message
of highest standards. A record capex Borrowings during the year include ambit of the Section 115 BAA. Thus,
target of H 2.60 lakh crores in 2023-24 is Taxable Bonds worth H 21,558.70 crores on adoption of Section 115 BAA of the
targeted to initiate the necessary changes (Previous year 19,847.90 crores), Rupee Income Tax Act, 1961, the Company was
for this vision, across the entire network. Term Loans of H 22,274.46 crores outside the scope and applicability of
Achieving India's commitment of net (previous year H 42,900 Crores) and 54EC MAT provisions and there was a zero-tax
zero carbon by 2070 will rest in part on bonds of H 1,729.61 crores (previous year liability in the financial year 2022-23.
more rail-bound passenger and cargo H 1,161.01 crores).
movement. During the FY 2022-23, Company had
Company had received approval of declared the Interim Dividend @ 8% i.e., H
The Indian Railways has set ambitious Ministry of Finance for issue of 54EC 0.80/- per equity share having face value
targets to contribute approximately 1.5% Capital Gain Bonds in October 2017, since of H 10/- each and has also recommended
to the country's GDP by developing then, Company is making all endeavors a Final Dividend for the FY 2022-23 @ 7%
infrastructure that can support 45% of the to increase its market share in 54EC Bond i.e., H 0.70/- per equity share, which is
modal freight share of the economy. market. In 2022-23, Company mobilized subject to approval of the shareholders
around H 1,729.61 crores through 54EC at the ensuing Annual General Meeting.
Operational Highlights Bond as against H 1,161.01 crores in Thus, the total dividend for the financial
2021-22, registering a growth of 48.97%. year 2022-23 would amount to H 1.50/-
We have consistently exhibited robust
per equity share of H 10/- each.
financial performance on the back of The weighted average cost of the pool of
raising funds at competitive rates. This has borrowings made by Company during the Corporate Governance
helped us keep our cost of borrowings low. year 2022-23 for rolling stock worked out
Strategic relationship with the Ministry of to 7.51 % p.a (semi-annual) as against Company considers good corporate
Railways enables us to maintain a low risk 6.62% (semi-Annual) during the previous governance practices a sine qua non
profile. The FY2022-23 has been another year 2021-22 and WACC for project for sustainable business that aims
year of strong financials. Revenue from assets under EBR-IF worked out to 7.52% at generating long term value for its
operations of Company has increased by for FY 2022-23 as against 6.43% (semi- shareholders and all other stakeholders.
H 3,593 crores from H 20,298.27 crores in Annual) during the previous year 2021- Accordingly, it has been laying increasing
2021-22 to H 23,891.27 crores in 2022-23, 22. During the year under review RBI has
showing a growth of 17.70%. Profit before hiked Repo rate from 4% to 6.50%.
Tax (PBT) of Company for the year ended
31st March 2023 was H 6,337.01 crores Company has not made any provision for
as compared to H 6,090.15 crores for tax in its books pursuant to its decision
the previous year, registering a growth of to exercise the option of lower tax rate
4.05%. permitted u/s 115BAA of the Income
Tax Act, 1961, as introduced by the
Total disbursement for FY 2022-23
was H 32,392.63 Crores comprising of
Taxation Laws (Amendment) Ordinance, Company has
2019 dated 20th September, 2019. The
H 17,000 Crores for funding of Rolling Company’s taxable income was nil and posted Proft After Tax
Stock, H15,392.63 Crores for financing of
Railway Projects under EBR- IF.
it did not have to pay Minimum Alternate of J 6,337 Crores
Tax (MAT) with reference to its Book Profit.
MAT payable u/s 115 JB was outside the
08
emphasis upon development of best

I express my gratitude to customers,
corporate governance practices amongst
shareholders, suppliers, employees,
Central Public Sector Enterprises
lending institutions, stakeholders and the
(CPSEs). Pursuant to the DPE Guidelines
Government of India for reposing their
on Corporate Governance, quarterly
compliance report is being submitted Company is confidence and trust in the Company.
The Company looks forward to their
to the Ministry of Railways, through looking forward for continued support for sustaining its
DPE, within the stipulated time. Further,
the Report containing Annual Score diversification of excellent performance levels.
(consolidated score of four quarters) lending portfolio and

was also submitted to DPE within the Regards,
prescribed timeline. fund projects with Sd/-
Corporate Social Responsibility forward or backward (Shelly Verma)
During the financial year 2022-23,

linkage (s) with Chairman and Managing Director
(Addl. Charge) & Director (Finance)
the Company in accordance with the Railways DIN: 07935630
provisions of section 135 of the Companies
Act, 2013 & rules made thereunder was
required to spend H 91.31 crores, being
Road Ahead
2% of its average net profits for the last
three financial years. The Company has Board has authorized the Company to
approved a total of 16 projects with a borrow funds amounting to H 50,000
total outlay of H 59.00 crores and out of Crores during FY 2023-24 for meeting the
the remaining balance H 30.31 crores was funding requirement of Indian Railways, if
disbursed to PM CARES Fund, H 1.00 any, new business activities, refinancing
crore to Swachh Bharat Kosh and H 1.00 of existing loans and for other general
crore to Clean Ganga Fund. Whereas the corporate purposes. For the FY 2023-
amount allocated towards 16 projects 24, the Company is looking forward for
amounting to H 59.00 crores would be diversification of lending portfolio and
disbursed on receipt of bills/claims from fund projects with forward or backward
the implementing agencies in future and linkage (s) with Railways.
the same amount has been transferred to
the ‘CSR Unspent Account’ maintained With India’s transforming railway
with Scheduled Bank in terms of section landscape and evolving infrastructure,
135(6) of the Companies Act, 2013. The I consider ourselves to be fortunate that
Company is committed to promoting Company is well positioned to seize the
Health and Nutrition as the theme for emerging opportunities. Further, I am
focused intervention as mandated by confident that Company will be able to
Department of Public Enterprises for the achieve strategic goals while delivering
Financial Year 2023-24. sustained and compelling results in the
future.
09
About Us
Indian Railway Finance Corporation (NBFC-ND-IFC by RBI) is a
schedule-'A' Miniratna CPSE under the administrative control of
Ministry of Railways (MoR)
Since inception in 1986, IRFC has been mobilising funds

at competitive rates from domestic and international
markets for supporting infrastructure development of
Indian Railways. IRFC is continually broadening its
borrowing portfolio in order to support Indian Railways'
year after year.
With more than 3 decades of experience, IRFC has made

a huge contribution in the development and growth of
Indian Railways and Railway entities including Rail Vikas
Nigam Limited (RVNL) and IRCON.
10
Created by popcornarts
from the Noun Project
MISSION
To make IRFC one of the leading
Financial Service Companies in
the country, for raising funds from
the capital market at competitive
cost for augmenting railway plan
finances, duly ensuring that the
Corporation makes optimum
profits from its operations.
VISION
To be the pivotal and premier
Financial Services Company
for the development of
Rail Transport Sector while
maintaining its symbiotic
relationship with the Ministry
of Railways.
11
Business Overview
IRFC a Government of India undertaking under the Ministry of
Railways, plays a significant role in funding the Indian Railways.
Our main business is leasing of rolling stock assets, railway
infrastructure assets and lending to other entities under the MoR.
Our Leasing Operations

IRFC uses a leasing approach to fund Indian Railways' Rolling stock and project assets. The normal lease term is 30 years,
with a primary component of 15 years and a secondary component of 15 years. During the primary lease period, the principal
component and interest are recovered as part of the lease. During the secondary lease period of 15 years, IRFC receives a
nominal rent. After secondary lease period assets are normally transferred to the MoR at a nominal amount. We have a cost-
plus leasing agreement with the Ministry of Railways, which ensures consistent growth in our income and profitability. MoR
pays half-yearly lease rentals, which include both principal repayment and interest.
Financing of Rolling Stock/ Project Assets
Lender / Bond Subscriber
Interest & Bond

principal payments
5 1 Subscription/Loan
IRFC
Lease Standard Lease Lease of

Rentals
4 Agreement 3 2 Assets
Indian Railways
Our Lending Operations
We lend funds to Railway Entities in order to fuel their growth plan. We have provided loans to Rail Vikas Nigam Limited (RVNL) and
IRCON.
12
Our Borrowing Operations
We raise funds through various sources at very competitive rates. Our source of funds include taxable and tax-free bonds issuances,
term loans from banks and financial institutions, commercial papers, external commercial borrowings and asset securitization. Due to
our strong credit ratings, we get funds at significantly low cost.
Borrowing Profile as on 31st March, 2023
H 1,84,531Crores H 4,768 Crores

54EC Bonds
Domestic Bonds
H 1,59,041Crores H 71,738 Crores

External Commercial Borrowings
Rupee Term Loans
H 16,422 Crores
Green Borrowings
13
Strategic Priorities
Diversifying Lending Portfolio Diversifying Borrowing Portfolio
IRFC, in line with its mandate plans to expand its Since inception, we have focused on diversifying our borrowing
horizons and venture further into financing the railway portfolio by including different financial instruments at cost
eco-system. By diversifying its lending portfolio, competitive rates and pioneering newer markets and investors.
IRFC aims to leverage its financial expertise, mitigate Different financial instruments such as green bonds / loans
concentration risks and contribute significantly to the forms a part of our borrowing portfolio. We are also eyeing on
nation's infrastructure development. This strategic opportunities on getting funds from sovereign wealth funds and
approach will not only strengthen IRFC's position as pension funds as well as multilateral agencies such as the World
a leading financial institution but also pave the way for Bank, The Asian Development Bank, AIBB, New Development
greater economic impact and increased investment Bank etc. Diverse source of funding and issuance of varied
opportunities in various sectors having forward and financial instrument enable us to raise and offer funds at lowest
backward linkages with Railways. possible cost.
Maintaining competitive cost of borrowings Asset-liability management

At IRFC, we focus on getting borrowings at minimum We have formed an asset-liability management framework
cost which in turn enables us to provide funds to that enable us to minimise the risks associated with liquidity
Indian Railways at competitive rate. We raise funds and interest rate. We undertake periodic analysis of long-term
from various sources including term loans and bonds liquidity profile of assets, liabilities, receipts and debt-service
from domestic and international market. We raise obligations. This enables us to take timely decision regarding
funds at low cost as we have strong credit ratings the volume and maturity profile of borrowings and a creation of
and strategic relationship with the MoR. a mix of assets and liabilities in terms of tenure and interest rate
(fixed or floating). We also emphasis on maintaining a sharp
Prudent financial management focus on locating funding sources with long term repayment
schedules and matching them with the lease terms of Rolling
Our robust business model and optimum funding mix Stock Assets and Project Assets that we fund.
enables us to maintain healthy balance sheet and
liquidity position. Additionally, our cost plus leasing
business model enables us to register sustained growth
in income year on year and maintain profitability.
14
Borrowing mix as on 31st March, 2023 (%)
45.17%
Bonds (Including 54EC)
33.47%
Term loan
Short-term loan
0.31%
4.18%
NSSF
16.87%
ECB
AUM break-up FY 23 (%)
46.44%
Advance against Railway
Infrastructure Assets to
be lease
(including National Projects)
38.87%
Lease Recievables
Rolling Stock Assets
13.42%
Lease Receivables
Project Assets
1.27%
Loan to RVNL & IRCON
15
16
FY 20 30,300 FY 20 13,421
Net Worth
(H In Crores)
(H In Crores)
Total Income
FY 21 35,913 FY 21 15,771
FY 22 40,996 FY 22 20,302
FY 23 45,470 FY 23 23,932
PAT
FY 20 2,66,111 FY 20 3,192
AUM
Financial Highlights
(H In Crores)
(H In Crores)
FY 21 3,62,509 FY 21 4,416
FY 22 4,15,238 FY 22 6,090
FY 23 4,66,938 FY 23 6,337
Corporate Social Responsibility

We aim to empower and aid underserved sections of society, as well
as address their needs and problems. Our efforts are focused on
making a positive impact on communities, and we seek to achieve this
through our corporate social responsibility activities. We collaborate
with government agencies and other organisations to impact people's
lives in tangible ways.
H 91.31 Crores H 91.31 Crores H32.31 Crores

Required Spending in FY 22-23 Total Approved Projects Disbursed in FY 22-23
H 30.31 Crores H 1 Crore H 1 Crore

Contribution to PM Cares Fund Clean Ganga Fund Swachh Bharat Kosh
H 59 Crores
Disbursement will be made on receipt
of bills /claims from the implementing
agencies in future
17
Indian Railway Finance Corporation of India Limited

(A Government of India Enterprise)
CIN: L65910DL1986GOI026363
Regd. Office: UG Floor, East Tower, NBCC Place, Bhisham Pitamah Marg,
Pragati Vihar, Lodhi Road, New Delhi - 110003
Phone No.: 011-41063717
Website: https://irfc.co.in/, Email Id: [email protected]
NOTICE
Notice is hereby given that the Thirty Sixth Annual General H 0.70/- per share) on 13,06,85,06,000 Equity Shares of H 10/-
Meeting (36th AGM) of Indian Railway Finance Corporation each fully paid up for the financial year ended 31st March 2023.”
Limited (IRFC) will be held on Friday, 22nd September, 2023
at 3:00 p.m. (IST) through Video Conferencing/Other Audio- Item No. 3
Visual Means (VC/OAVM) at registered office of the Company
Re-appointment of Shri. Bhaskar Choradia as a Nominee
at UG - Floor, East Tower, NBCC Place, Bhisham Pitamah Marg,
Director by passing the following resolution as an Ordinary
Pragati Vihar, Lodhi Road, New Delhi- 110003 to transact the
Resolution:
following businesses: -
“RESOLVED THAT Shri. Bhaskar Choradia, (DIN: 08975719),
ORDINARY BUSINESS who retires by rotation and being eligible be and is hereby re-
appointed as a Nominee Director of the Company.”
Item No. 1
To receive, consider, approve and adopt the audited SPECIAL BUSINESS

financial statements of the Company for the financial year
Item No. 4
ended 31st March 2023, along with the Reports of the Board
of Directors and Auditors thereon and Comments of the Alteration of Articles of Association (AOA) of the Company
Comptroller and Auditor General of India (CAG) by passing
the following resolution as an Ordinary Resolution: To consider and if thought fit, to pass, with or without
modification(s), the following resolution(s) as a Special
“RESOLVED THAT the Audited Financial Statements of the Resolution:
Company for the financial year ended on 31st March 2023
together with the Board’s Report and the Auditors’ Report “RESOLVED THAT pursuant to the provisions of Section 14
thereon and Comments of the Comptroller and Auditor General and other applicable provisions, if any, of Companies Act, 2013,
of India, be and are hereby received, considered and adopted.” read with relevant rules thereof, applicable regulations of SEBI
(Issue and Listing of Non-Convertible Securities) Regulations,
Item No. 2 2021 and other applicable laws, rules, circulars, notifications
and regulations (including any statutory modifications or re-
Confirmation of payment of interim dividend and
enactment thereof, for the time being in force), subject to
declaration of final dividend on equity shares by passing
approval of Registrar of Companies, NCT of Delhi & Haryana the
the following resolution as an Ordinary Resolution:
consent of the Shareholders of the Company be and is hereby
“RESOLVED THAT the interim dividend @ 8% i.e., H 0.80/- per accorded to insert Article No 202A. in the Articles of Association
share on 13,06,85,06,000 Equity Shares of H 10/- each fully paid (“AOA”) of the Company as under:
up, paid to the shareholders for the financial year 2022-23, as
202A. Nominee Director nominated by Debenture Trustee
per the resolution passed by the Board of Directors at their
meeting held on 10th November 2022 be and is hereby noted “Notwithstanding anything contained in other Articles, the IRFC
and confirmed. Board shall have the power to appoint any person as a Director
nominated by Debenture Trustee, if it is provided by any Trust Deed
RESOLVED FURTHER THAT in terms of the recommendation
securing or otherwise in connection with any issue of debentures
of the Board of Directors of the Company at their meeting held on
of the Company that any person or persons shall have power to
25th May 2023, the approval of the Members of the Company be
nominate a Director of the Company, then in the case of any and
and is hereby accorded for payment of final dividend @ 7% (i.e.,
18
Corporate Overview | Statutory Reports | Financial Statements Notice of AGM
every such issue of debentures the person or persons having RESOLVED FURTHER THAT any Director or Company
such power may exercise such power from time to time and Secretary be and is hereby authorized to sign and file required
nominate a Director accordingly. Any Director so nominated is e-forms with Registrar of Companies, NCT of Delhi & Haryana,
herein referred to as a Nominee Director nominated by Debenture Ministry of Corporate Affairs and to do all acts, deeds, matters
Trustee. A Nominee Director nominated by Debenture Trustee and things may be deemed necessary, proper or expedient for
may be removed from at any time by the person or persons in the purpose of giving effect to this resolution and for matters
whom for the time being is vested the power under which he connected therewith or incidental thereto.”
was nominated, and another Director may be nominated at his
place. A Nominee Director nominated by Debenture Trustee For Indian Railway Finance Corporation Limited
shall not be bound to hold any qualification shares. A Nominee
Director nominated by Debenture Trustee shall ipso facto vacate
such office immediately the money owing by the Company to the Sd/-
Debenture holders is paid off or on satisfaction of the liability of the Date: 14th August, 2023 (Vijay Babulal Shirode)
Company on this account.” Place: New Delhi Company Secretary
19
NOTES: -
1. Pursuant to Circular Nos. 14/2020, 17/2020, 20/2020, 4. Attendance of the Members participating in the 36th AGM
02/2021, 19/2021, 21/2021, 2/2022 & 10/2022 dated 8th April through VC/OAVM Facility shall be counted for the purpose
2020, 13th April 2020, 5th May, 2020, 13th January, 2021, 8th of reckoning the quorum under Section 103 of the Act.
December, 2021, 14th December, 2021, 5th May 2022 and
28th December 2022 respectively issued by the Ministry 5. In line with the MCA Circulars and SEBI Circulars referred
of Corporate Affairs (hereinafter collectively referred to as above, the Notice of the 36th AGM along with Annual Report
“MCA Circulars”) and Securities and Exchange Board of of the Company is being sent by e-mail to all members whose
India (“SEBI”) vide its circular no. SEBI/HO/CFD/PoD-2/ P/ e-mail IDs are registered with the Company. The Company
CIR/2023/4 dated January 05, 2023 in relation to “Relaxation shall send the physical copy of the Annual Report for FY
from compliance with certain provisions of the SEBI (LODR) 2022-23 only to those members who specifically request for
Regulations, 2015” it has been permitted to hold the Annual the same at [email protected] or [email protected]
General Meeting (“AGM”) through VC / OAVM, without the mentioning their Folio No/DP ID and Client ID. The Notice
physical presence of the Members at a common venue. In convening the AGM and the Annual Report for FY 2022-23
compliance with the applicable provisions of the Companies are available on the website of the Company at https://irfc.
Act 2013(“Act”), SEBI Listing Regulations and MCA & SEBI co.in/ and on the website of National Stock Exchange of
Circulars the 36th AGM of the Company is being conducted India Limited at www.nseindia.com and BSE Limited at www.
through VC/OAVM facility, without physical presence of bseindia.com and also on the website of Central Depository
members at a common venue. Hence, Members can attend Securities Limited (“CDSL”) at www. evotingindia.com. The
and participate in the ensuing AGM through VC/OAVM. The Company had published advertisements in newspapers
deemed venue for the 36th AGM shall be the Registered to encourage shareholders holding shares in physical
Office of the Company. and electronic form, to register/update their email IDs for
receiving the Annual Report of the Company for the financial
2. The Explanatory Statement pursuant to Section 102 of year 2022-23.
the Companies Act, 2013 (“the Act”) setting out material
facts concerning the business under Item No. 4 of the Those shareholders who have still not been able to update
accompanying Notice, is annexed hereto. Additional their e-mail IDs, may follow the below process for registration
information, pursuant to Regulation 36(3) of the Securities of e-mail IDs with the Company:
and Exchange Board of India (Listing Obligations and
• In case of shares held in Demat mode, please send an
Disclosure Requirements) Regulations, 2015, (‘SEBI Listing
e-mail to [email protected] or investors@irfc.
Regulations’) and Secretarial Standard-2 on General
co.in quoting DP ID Client ID (16-digit DP ID + Client ID
Meetings, issued by The Institute of Company Secretaries
or 16-digit beneficiary ID), Name of holder(s), scanned
of India, in respect of Director retiring by rotation seeking
copy of client master list/demat account statement, PAN
appointment/ re-appointment at this Annual General Meeting
Card and Aadhaar Card.
(‘Meeting’ or ‘AGM’) is annexed to this Notice.
• In case of shares held in physical mode, please send
3. Pursuant to the provisions of the Companies Act, 2013 a
an e-mail to [email protected] or investors@irfc.
member entitled to attend and vote at the AGM is entitled to
co.in quoting Folio No., Name, scanned copy of Share
appoint a proxy to attend and vote on his / her behalf and
certificate (front & back), PAN Card and Aadhaar Card.
the proxy need not be a Member of the Company. Since the
36th AGM of the Company is being held pursuant to the MCA 6. All Members of the Company including Institutional/
Circulars and SEBI Circulars through VC / OAVM, physical Corporate Investors are encouraged to attend the AGM and
attendance of Members has been dispensed with. vote on items to be transacted at the AGM. All Institutional
/Corporate shareholders (i.e., other than individuals, HUF,
Accordingly, the facility for appointment of proxies by the
NRI, etc.) are requested to send a certified copy of the Board
Members will not be available for the AGM and hence the
or governing body resolution / authorization letter authorizing
Proxy Form, Attendance Slip and route map of the AGM
their representative to attend the AGM through VC / OAVM
are not annexed to this Notice. However, in pursuance of
on their behalf and to vote through remote e-Voting. The
Section 112 and Section 113 of the Act, representatives of
said resolution/ authorization shall be sent to the Scrutinizer
the Members such as the President of India or the Governor
through e-mail at [email protected] with a copy marked
of a State or body corporate may be appointed for the
to [email protected].
purpose of casting vote through remote e-Voting prior to the
AGM, participation in the 36th AGM through VC/OAVM facility 7. The Company has fixed Friday, 15th September 2023 as the
and for electronic voting during the AGM. Cut-off date for determining the eligibility to vote in respect
of items of business to be transacted at the 36th AGM.
20
Any person holding shares in physical form and non- voting system during the AGM. The Chairman shall, at the
individual shareholders who acquires shares of the AGM, at the end of discussion on the resolutions on which
Company and becomes a Member of the Company after voting is to be held, allow voting for 15 minutes, by use
sending of the Notice and is holding shares as on the cut-off of remote e-Voting system for all those Members who are
date, may obtain the login ID and password by sending a present during the AGM but have not cast their votes by
request at [email protected]. However, if he availing the remote e-Voting facility.
/ she is already registered with CDSL for remote e-voting,
then he / she can use his / her existing user ID and password CDSL will be providing a facility for remote e-voting,
for casting the vote. Any shareholder who disposes off his participation in the 36th AGM through VC/OAVM and voting
shareholding such that he/she is not a member as on the during the 36th AGM through electronic voting system. The
cut- off date should treat this Notice for information purposes remote e-voting period begins on Tuesday, 19th September
only. 2023 at 9:00 AM (IST) and ends on Thursday, 21st September
2023 at 5:00 PM (IST). The remote e-voting module shall be
The voting rights of Members shall be in proportion to their disabled by CDSL for voting thereafter.
shares in the paid-up equity share capital of the Company
as on the cut-off date. Members may join the 36th AGM through VC/OAVM,
which shall be kept open for the Members on Friday, 22nd
8. The Register of Members and Share Transfer Books of the September 2023 i.e., 15 minutes before the scheduled start
Company will remain closed from Monday, 18th September time and the Company may close the window for joining the
2023 to Thursday, 21st September 2023 (both days inclusive). VC/OAVM facility 15 minutes after the scheduled start time
on date of AGM.
9. M/s Akhil Rohatgi & Company, Company Secretaries, New
Delhi has been re- appointed as the Scrutinizer to scrutinize Please refer to detailed instructions for remote e-voting,
the votes cast through e-voting by the shareholders in attending the 36th AGM through VC/OAVM and electronic
respect of items of business to be transacted at the 36th voting during the AGM as mentioned in point No 27. of
AGM, in a fair and transparent manner. Notes. The facility of participation at AGM through VC/OAVM
will be made available for 1000 members on first come first
10. The Company’s Registrar and Transfer Agents for its serve basis.
share registry work (Physical and Electronic) is M/s. Beetal
Financial & Computer Services (P) Ltd. (herein after referred 12. In pursuance of Article 114 of the Articles of Association of
to as “R &TA”). All documents, transfers, dematerialization the Company read with Section 123 of the Companies Act,
requests and other communications in relation thereto 2013 and Companies (Declaration and Payment of Dividend)
should be addressed directly to the Company’s Registrar & Rules, 2014, as amended from time to time, Board of
Share Transfer Agents, at the address mentioned below: Directors, in their meeting held on 10th November 2022, had
declared the Interim Dividend @ 8% i.e.,H 0.8/- per equity
M/s. Beetal Financial & Computer Services (P) Ltd. share having face value of H 10/- each for F.Y. 2022-23, which
(Unit: Indian Railway Finance Corporation Limited) was paid on 5th December 2022. Members who have not
Beetal House, 3rd Floor, 99 Madangir, received/encashed their dividend warrants within its validity
Behind local Shopping Centre, period may write to the Company at its Registered Office or
Near Dada Harsukhdas Mandir, to the R&TA of the Company, for revalidating the warrants
New Delhi- 110062 or payment in lieu of such warrants in the form of demand
Phone- 91-11-2996 1281-83 draft or direct credit to bank by furnishing documents to RTA
Fax- 91-11-2996 1284 Agent at their email id: [email protected].
Email: [email protected]
Website: www.beetalfinancial.com Further, the final dividend, as recommended by the Board
of Directors, if approved at the AGM, the payment of such
11. In compliance with provisions of MCA Circulars and SEBI dividend, subject to deduction of tax at source (TDS), will be
Circular referred above, Section 108 of the Companies Act, made within 30 days of the AGM as under:
2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, Regulation 44 of SEBI (LODR) i. To all Beneficial Owners in respect of shares held in
Regulations, 2015 and Secretarial Standards on General dematerialized form as per the data as may be made
Meetings issued by ICSI, the Company is offering e-voting available by the National Securities Depository Limited
facility to the shareholders to enable them to cast their votes (“NSDL”) and the Central Depository Services (India)
electronically on the items mentioned in the Notice. Those Limited (“CDSL”), collectively “Depositories”, as at the
Shareholders who do not opt to cast their vote through end of business hours on Friday, 15th September 2023.
remote e-voting, may cast their vote through electronic
21
ii. To all Members in respect of shares held in physical form Clearing System (NECS)/National Electronic Fund Transfer
after giving effect to valid transmission or transposition (NEFT)/ Direct Credit mandates or changes therein, to
requests lodged with the Company, if any on or before enable the Company to make payment of dividend by
close of business hours on Friday, 15th September 2023 means of NECS/ NEFT/ Direct Credit/Warrants.
Pursuant to Finance Act, 2020, dividend income is taxable Members holding shares in physical form are requested
in the hands of the shareholders w.e.f. April 1, 2020, and to send the following details/ documents to the Company’s
the Company will be required to deduct TDS from dividend R&TA at the address i.e., M/s. Beetal Financial & Computer
paid to the Members at prescribed rates in the Income Tax Services (P) Ltd. Beetal House, 3rd Floor, 99 Madangir,
Act, 1961 (“the IT Act”). In order to enable compliance with Behind local Shopping Centre, Near Dada Harsukhdas
TDS requirements in respect of dividends declared by the Mandir, New Delhi- 110062 and to their email id:
Company in future, members are requested to submit Form
15G/15H on annual basis and update details about their a) Form ISR-1 along with supporting documents. The said
Residential Status, PAN, Category as per the IT Act with form is available on the website of the Company at
their Depository Participants or in the case of shares held https://irfc.co.in/.
in physical form, with the Company / R&TA, so that tax at
b) Cancelled cheque in original, bearing the name of the
source, if any as per applicable rates and residential status,
Member or first holder, in case shares are held jointly. In
may be deducted in respect of dividend payments made by
case name of the holder is not available on the cheque,
the Company in future. Shareholders are requested to note
kindly submit the following documents:
that if their PAN is not registered, the tax will be deducted at
a higher rate of 20%. i) Cancelled cheque in original;
Non-resident shareholders [including Foreign Institutional ii) Bank attested legible copy of the first page of
Investors (FIIs) / Foreign Portfolio Investors (FPIs)] can avail the Bank Passbook/Bank Statement bearing the
beneficial rates under tax treaty between India and their names of the account holders, address, same bank
country of tax residence, subject to providing necessary account number and type as on the cheque leaf
documents i.e., No Permanent Establishment and Beneficial and full address of the bank branch.
Ownership Declaration, Tax Residency Certificate, Form 10F,
any other document which may be required to avail the tax c) Self-attested copy of the PAN Card of all the holders;
treaty benefits. and
13. The Securities and Exchange Board of India has mandated d) Self-attested copy of any document (such as Aadhaar
the submission of Permanent Account Number (PAN) by Card, Driving License, Election Identity Card, Passport)
every participant in securities market. Members holding in support of the address of the first holder as registered
shares in electronic form who have not done so are with the Company
requested to submit the PAN to their Depository Participant
Members holding shares in electronic form may please
with whom they are maintaining their demat accounts.
note that their bank details as furnished by the respective
Members holding shares in physical form can submit their
DPs to the Company will be considered for remittance of
PAN details to RTA.
dividend as per the applicable regulations of the DPs and
14. As directed by SEBI, Members are requested to: the Company will not be able to accede to any direct request
from such Members for change/addition/deletion in such
I. Intimate to the DP, changes if any, in their registered bank details. Accordingly, ensure that their Electronic Bank
addresses and/or changes in their bank account details, Mandate is updated with their respective DPs.
if the shares are held in dematerialized form.
Those who have already furnished the NECS/NEFT/ Direct
II. Intimate to the Company’s RTA, changes if any, in their Credit Mandate Form to the Company / R&TA / DP with
registered addresses, in their bank account details, if complete details need not send it again.
the shares are held in physical form (share certificates).
16. Members who have not received/encashed their dividend
III. Consolidate their holdings into one folio in case they warrants within its validity period may write to the Company
hold Shares under multiple folios in the identical order at its Registered Office or to the R&TA of the Company, for
of names. revalidating the warrants or payment in lieu of such warrants
in the form of demand draft or direct credit to bank by
15. As SEBI has made usage of electronic payment modes for
furnishing documents to RTA Agent at their email id irfc@
making cash payments to the investors mandatory, therefore
beetalfinancial.com.
members are advised to submit their National Electronic
22
17. Members are requested to note that, dividends if not 20. SEBI encourages all shareholders to hold their shares
encashed for a consecutive period of seven (7) years in dematerialized form as this eliminates the possibility
from the date of transfer to Unpaid Dividend Account of of damage/loss of physical share certificate(s) & cases
the Company, are liable to be transferred to the Investor of forgery and facilitates the ease and convenience of
Education and Protection Fund (“IEPF”). The shares in paperless trading of shares.
respect of such unclaimed dividends are also liable to be
transferred to the demat account of the IEPF Authority. In terms of Regulation 40(1) of the Listing Regulations, as
Members may please note that in the event of transfer of amended, securities of listed companies can be transferred
such shares and the unclaimed dividends to IEPF, members only in dematerialised form with effect from April 1, 2019.
are entitled to claim the same from IEPF authorities by Members may please note that SEBI, vide its Circular No. SEBI/
submitting an online application in the prescribed Form HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25,
IEPF-5 available on the website www.iepf.gov.in and sending 2022, has mandated Listed Companies to issue securities in
a physical copy of the same duly signed to the Company demat form only while processing service requests viz. Issue
along with the requisite documents enumerated in the Form of duplicate securities certificate; claim from Unclaimed
IEPF- 5. Members who have not claimed the Unpaid Interim Suspense Account; Renewal/Exchange of securities
Dividend so far, are requested to make their claim to the certificate; Endorsement; Sub-division/Splitting of securities
Company’s Registrar & Transfer Agents (R & T Agents). certificate; Consolidation of securities certificates/folios;
Transmission and Transposition. Accordingly, Members
The details of due date of transfer of unpaid/ unclaimed are requested to make service requests by submitting a
Dividend of the Company to IEPF is as follows: duly filled and signed Form ISR–4, the format of which is
available on the Company’s website under the weblink at
Type of Due date of Transfer https://irfc.co.in. It may be noted that any service request
Financial Year
Dividend to IEPF can be processed only after the folio is KYC compliant. SEBI,
2020-21 Interim Dividend 19th April, 2028 vide its notification dated January 24, 2022, has mandated
2021-22 Interim Dividend 05th January, 2029 that all requests for transmission and transposition shall be
Final Dividend 27th November 2029 processed only in dematerialised form. In view of the same
2022-23 Interim Dividend 14th January, 2030 and to eliminate all risks associated with physical shares
and avail various benefits of dematerialisation, Members
Further, pursuant to the provisions of the Companies Act, are advised to dematerialise the shares held by them in
2013 and Investor Education and Protection Fund Authority physical form. Members can contact the Company or RTA,
(Accounting, Audit, Transfer and Refund) Rules, 2016, the for assistance in this regard.
requisite details of unpaid and unclaimed amounts lying with
the Company has been uploaded on Company’s website 21. Pursuant to SEBI Circular no. SEBI/HO/MIRSD/MIRSDPoD-
(https://irfc.co.in/). 1/P/CIR/2023/37 dated March 16, 2023, issued in
supersession of earlier circulars issued by SEBI bearing
18. Pursuant to Regulation 36(3) of the SEBI Listing Regulations nos. SEBI/HO/MIRSD/MIRSD RTAMB /P/CIR/2021/655 and
and Secretarial Standard on General Meeting (SS-2) issued SEBI/HO/MIRSD/MIRSD RTAMB/ P/CIR/2021/687 dated
by the Institute of Company Secretaries of India, the brief November 3, 2021 and December 14, 2021, respectively,
resume of Shri. Bhaskar Choradia (DIN: 08975719), Nominee SEBI has mandated all listed companies to record PAN,
Director retiring by rotation and seeking re-appointment Nomination, Contact details, Bank A/c details and Specimen
under aforesaid Item No. 3 in accordance with applicable signature for their corresponding folio numbers of holders
provisions of the Articles of Association of the Company is of physical securities. The folios wherein any one of the
annexed hereto and forms part of this Notice. cited documents/details is not available on or after October
1, 2023, shall be frozen by the RTA.
19. Pursuant to Section 143(5) of the Act, the Auditors of a
Government Company shall be appointed or re-appointed The securities in the frozen folios shall be eligible:
by the Comptroller and Auditor General of India (C&AG) and
in terms of Sub-section (1) of Section 142 of the Act, their • To lodge any grievance or avail of any service, only
remuneration has to be fixed by the Company in the meeting after furnishing the complete documents / details as
or in such manner as the Company in General Meeting mentioned above;
may determine. The Members of your Company in its 33rd
• To receive any payment including dividend, interest
meeting held on 30th September 2020 had authorised the
or redemption amount (which would be only through
Board of Directors to fix remuneration of Statutory Auditors.
electronic mode) only after they comply with the above
Accordingly, the Board of Directors fix the remuneration of
stated requirements.
the Statutory Auditors every year.
23
The forms for updation of PAN, KYC, bank details and 27. The instructions for remote e-voting, attending the 36th AGM
Nomination viz., Forms ISR-1, ISR-2, ISR-3, SH-13 and the through VC/OAVM and electronic voting during the AGM are
said SEBI circular are available on our website at https:// as under:
irfc.co.in/. In view of the above, we urge Members holding
shares in physical form to submit the required forms along (A) THE INTRUCTIONS OF SHAREHOLDERS FOR
with the supporting documents at the earliest. Members who REMOTE E-VOTING AND E-VOTING DURING AGM
hold shares in dematerialised form and wish to update their AND JOINING MEETING THROUGH VC/OAVM ARE AS
PAN, KYC, Bank details and Nomination, are requested to UNDER:
contact their respective DPs.
i. The voting period begins on Tuesday, 19th September
Further, Shareholders holding shares in physical form are 2023 at 9:00 AM (IST) and ends on Thursday, 21st
requested to ensure that their PAN is linked to Aadhaar to avoid September, 2023 at 5:00 PM (IST). During this period
freezing of folios. Such frozen folios shall be referred by RTA/ shareholders of the Company, holding shares either in
Company to the administering authority under the Benami physical form or in dematerialized form, as on the cut-
Transactions (Prohibitions) Act, 1988 and/or Prevention of off date may cast their vote electronically. The e-voting
Money Laundering Act, 2002, after December 31, 2025. module shall be disabled by CDSL for voting thereafter.
22. Members who hold shares in electronic mode are requested ii. The Members who have cast their vote by remote
to send all correspondence concerning transmission, e-Voting prior to the AGM may attend / participate in the
transposition, sub-division, consolidation of shares or any AGM through VC / OAVM but shall not be entitled to cast
other related matter and/or change in address or bank their vote on such resolution(s) again.
account, to their respective Depository Participants.
iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/
23. In case of joint holders, the Member whose name appears CIR/P/2020/242 dated December 9, 2020, under
as the first holder in the order of names as per the Register Regulation 44 of Securities and Exchange Board of
of Members of the Company will be entitled to vote. India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, listed entities are required to provide
24. Members desirous of making a nomination in respect of remote e-voting facility to its shareholders, in respect of all
their shareholding in the Company, as permitted under shareholders’ resolutions. However, it has been observed
Section 72 of the Companies Act, 2013, are requested to that the participation by the public non-institutional
write to the R&TA of the Company at irfc@beetalfinancial. shareholders/retail shareholders is at a negligible level.
com in Form SH-13 as prescribed in the Companies (Share
Capital and Debentures) Rules, 2014. If a member desires Currently, there are multiple e-voting service providers
to opt-out or cancel the earlier nomination and record a fresh (ESPs) providing e-voting facility to listed entities in
nomination, the Member may submit the same in form ISR-3 India. This necessitates registration on various ESPs
or form SH-14, as the case may be. The said forms can be and maintenance of multiple user IDs and passwords
downloaded from the Company’s website. In case of shares by the shareholders.
held in dematerialized form, the nomination form has to be
lodged directly with the respective DP. iv. In order to increase the efficiency of the voting process,
pursuant to a public consultation, it has been decided
25. The Register of Directors and Key Managerial Personnel to enable e-voting to all the demat account holders,
(KMP) and their shareholding maintained under Section by way of a single login credential, through
170 of the Companies Act, 2013, Register of contracts and their demat accounts/websites of Depositories/
arrangements in which Directors are interested maintained Depository Participants. Demat account holders
under Section 189 of the Companies Act, 2013 and all other would be able to cast their vote without having to
documents referred to in the Notice, will be available for register again with the ESPs, thereby, not only facilitating
inspection through electronic mode, without any fee, by the seamless authentication but also enhancing ease and
members from the date of circulation of this Notice, up to convenience of participating in e-voting process.
the date of AGM i.e., Friday, 22nd September 2023. Members
desiring for inspection of said documents are requested to In terms of SEBI circular no. SEBI/HO/CFD/ CMD/
send an e-mail to the Company at [email protected]. CIR/P/2020/242 dated December 9, 2020 on e-Voting
facility provided by Listed Companies, Individual
26. Members desirous of getting any information on any item(s) shareholders holding securities in demat mode are
of business of this meeting are requested to send an allowed to vote through their Demat Accounts with
e-mail mentioning their name, demat account number/folio Depository Participants or Direct registration with
number, email id, mobile number to [email protected] at Depositories. Shareholders are advised to update their
least seven (7) days prior to the date of the AGM and the mobile number and email Id in their demat accounts in
same will be replied by the Company suitably. order to access e-Voting facility.
24
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders
holding securities in Demat mode CDSL/NSDL is given below:
Type of
Login Method
shareholders
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
Shareholders id and password. Option will be made available to reach e-Voting page without any further
holding securities in authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.
Demat mode with cdslindia.com and click on login icon & New System Myeasi Tab.
CDSL Depository
2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
companies where the evoting is in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting. Additionally, there is also links provided to access the system of all e-Voting
Service Providers, so that the user can visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.
cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number
and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-Voting option where the
evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of
Shareholders NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a
holding securities Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the
in demat mode with “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen
NSDL Depository will open. You will have to enter your User ID and Password. After successful authentication,
you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services
and you will be able to see e-Voting page. Click on company name or e-Voting service provider
name and you will be re-directed to e-Voting service provider website for casting your vote
during the remote e-Voting period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.
com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of
e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown
on the screen. After successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-Voting service provider name
and you will be redirected to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual You can also login using the login credentials of your demat account through your Depository
Shareholders Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able
(holding securities to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL
in demat mode) Depository site after successful authentication, wherein you can see e-Voting feature. Click on
login through company name or e-Voting service provider name and you will be redirected to e-Voting service
their Depository provider website for casting your vote during the remote e-Voting period or joining virtual meeting &
Participants (DP) voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
25
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e., CDSL and NSDL
Login type Helpdesk details

Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending a
holding securities in Demat request at [email protected] or contact at toll free no. 1800 22 55 33
mode with CDSL
Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk by sending a
holding securities in Demat request at [email protected] or call at toll free no.: 022-4886 7000 and 022-2499 7000
mode with NSDL
(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual
holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of
any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in
Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)
• Shareholders who have not updated their PAN with the Company/Depository Participant are
requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
Details OR Date of demat account or in the company records in order to login.
Birth (DOB)
• If both the details are not recorded with the depository or company, please enter the
member id / folio number in the Dividend Bank details field.
(vi) After entering these details appropriately, click on through CDSL platform. It is strongly recommended not
“SUBMIT” tab. to share your password with any other person and take
utmost care to keep your password confidential.
(vii) Shareholders holding shares in physical form will then
directly reach the Company selection screen. However, (viii) For shareholders holding shares in physical form, the
shareholders holding shares in demat form will now details can be used only for e-voting on the resolutions
reach ‘Password Creation’ menu wherein they are contained in this Notice.
required to mandatorily enter their login password in
the new password field. Kindly note that this password (ix) Click on the EVSN for the relevant <Company Name>
is to be also used by the demat holders for voting for on which you choose to vote.
resolutions of any other company on which they are
(x) On the voting page, you will see “RESOLUTION
eligible to vote, provided that company opts for e-voting
DESCRIPTION” and against the same the option
26
“YES/NO” for voting. Select the option YES or NO as signature of the duly authorized signatory who
desired. The option YES implies that you assent to the are authorized to vote, to the Scrutinizer at
Resolution and option NO implies that you dissent to [email protected] and to the Company at the
the Resolution. email address viz; [email protected], if they have
voted from individual tab & not uploaded same in
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to the CDSL e-voting system for the scrutinizer to
view the entire Resolution details. verify the same.
(xii) After selecting the resolution, you have decided to (B) INSTRUCTIONS FOR SHAREHOLDERS ATTENDING
vote on, click on “SUBMIT”. A confirmation box will be THE AGM THROUGH VC/OAVM & E-VOTING DURING
displayed. If you wish to confirm your vote, click on MEETING ARE AS UNDER:
“OK”, else to change your vote, click on “CANCEL” and
accordingly modify your vote. 1. The procedure for attending meeting & e-Voting on the
day of the AGM is same as the instructions mentioned
(xiii) Once you “CONFIRM” your vote on the resolution, you above for e-voting.
will not be allowed to modify your vote.
2. The link for VC/OAVM to attend meeting will be available
(xiv) You can also take a print of the votes cast by clicking on where the EVSN of Company will be displayed after
“Click here to print” option on the Voting page. successful login as per the instructions mentioned
above for e-voting.
(xv) If a demat account holder has forgotten the login
password then Enter the User ID and the image 3. Shareholders who have voted through Remote e-Voting
verification code and click on Forgot Password & enter will be eligible to attend the meeting. However, they will
the details as prompted by the system. not be eligible to vote at the AGM.
(xvi) There is also an optional provision to upload BR/ 4. Shareholders are encouraged to join the Meeting
POA if any uploaded, which will be made available to through Laptops / IPads for better experience.
scrutinizer for verification.
5. Further shareholders will be required to allow Camera
(xvii) Additional Facility for Non – Individual Shareholders and use Internet with a good speed to avoid any
and Custodians –For Remote Voting only. disturbance during the meeting.
• Non-Individual shareholders (i.e., other than 6. Please note that Participants Connecting from Mobile
Individuals, HUF, NRI etc.) and Custodians are Devices or Tablets or through Laptop connecting via
required to log on to www.evotingindia.com and Mobile Hotspot may experience Audio/Video loss due
register themselves in the “Corporates” module. to Fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection
• A scanned copy of the Registration Form bearing
to mitigate any kind of aforesaid glitches.
the stamp and sign of the entity should be emailed
to [email protected]. 7. Shareholders who would like to express their views/ ask
questions during the meeting may register themselves
• After receiving the login details a Compliance User
as a speaker by sending their request in advance at
should be created using the admin login and
least 7 days prior to meeting mentioning their name,
password. The Compliance User would be able to
demat account number/folio number, email id, mobile
link the account(s) for which they wish to vote on.
number at (company email id). The shareholders
• The list of accounts linked in the login will be who do not wish to speak during the AGM but have
mapped automatically & can be delink in case of queries may send their queries in advance 7 days prior
any wrong mapping. to meeting mentioning their name, demat account
number/folio number, email id, mobile number at
• It is Mandatory that, a scanned copy of the Board [email protected]. These queries will be replied by
Resolution and Power of Attorney (POA) which the company suitably by email. The Company reserves
they have issued in favour of the Custodian, if any, the right to restrict the number of questions and number
should be uploaded in PDF format in the system of speakers, depending on the availability of time for the
for the scrutinizer to verify the same. AGM.
• Alternatively Non Individual shareholders are 8. Those shareholders who have registered themselves as
required to send the relevant Board Resolution/ a speaker will only be allowed to express their views/ask
Authority letter etc. together with attested specimen questions during the meeting.
27
9. Only those shareholders, who are present in the AGM attested scanned copy of Aadhar Card) by email to
through VC/OAVM facility and have not casted their vote Company/RTA email id.
on the Resolutions through remote e-Voting and are
otherwise not barred from doing so, shall be eligible to 2. For Demat shareholders - Please update your email id
vote through e-Voting system available during the AGM. & mobile no. with your respective Depository Participant
(DP)
10. If any Votes are cast by the shareholders through the
e-voting available during the AGM and if the same 3. For Individual Demat shareholders – Please update your
shareholders have not participated in the meeting email id & mobile no. with your respective Depository
through VC/OAVM facility, then the votes cast by such Participant (DP) which is mandatory while e-Voting &
shareholders may be considered invalid as the facility joining virtual meetings through Depository.
of e-voting during the meeting is available only to the
29. The Scrutinizer shall, after the conclusion of voting at the
shareholders attending the meeting.
AGM, first count the votes cast during the Meeting and,
If you have any queries or issues regarding attending thereafter, unblock the votes cast through remote e-Voting, in
AGM & e-Voting from the CDSL e-Voting System, you the presence of at least two witnesses not in the employment
can write an email to [email protected] of the Company and shall make, not later than 48 hours from
or contact at toll free no. 1800 22 55 33 the conclusion of AGM a Consolidated Scrutinizer’s Report
of the total votes cast in favour or against, if any, to the
All grievances connected with the facility for voting by Chairman or a person authorised by him in writing, who shall
electronic means may be addressed to Mr. Rakesh Dalvi, countersign the same and declare the result of the voting
Sr. Manager, (CDSL, ) Central Depository Services (India) forthwith.
Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal
Mill Compounds, N M Joshi Marg, Lower Parel (East), 30. The results of the voting indicating the number of votes cast
Mumbai - 400013 or send an email to helpdesk.evoting@ in favour or against each of the Resolution(s), invalid votes
cdslindia.com or call toll free no. 1800 22 55 33. and whether the Resolution(s) have been carried out or not,
together with the Scrutinizer’s Report, will be uploaded on
28. Process for those Shareholders whose Email/Mobile the website of the Company (https://irfc.co.in/) and on CDSL
No. are not registered with the Company/Depositories website (www.evotingindia.com) and will also be submitted
to BSE Limited and National Stock Exchange of India Limited
1. For Physical shareholders- please provide necessary within the prescribed time. Further, the Resolution(s), if
details like Folio No., Name of shareholder, scanned passed by requisite majority, shall be deemed to be passed
copy of the share certificate (front and back), PAN (self- on the date of 36th AGM.
attested scanned copy of PAN card), AADHAR (self-
28
Annexure to the Notice

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 4 (ii) default in creation of security for debentures; or
IRFC has been mobilizing funds through both taxable and tax- (iii) default in redemption of debentures.
free bond/debenture issuances, term loans from banks and FIs
and ECBs to fulfil its mandate of supporting the expansion of As per aforesaid regulation 15(1)(e) the debenture trustee
the Indian Railways and related railway entities by financing a already has a right to nominate a Director on the Board of
significant proportion of its annual plan outlay. the issuer company. Debenture Trust Deed of the Company
also broadly covers the said covenant. However, due to the
As the Bonds issued by the Company are listed on the stock amendment in February 2023 in SEBI (Issue and Listing of Non-
exchanges, SEBI regulations pertaining to the Issue and Listing of Convertible Securities) Regulations, 2021 the requirement is now
Non-Convertible Securities, Debenture Trustees are applicable. to incorporate the said provision in the Articles of the Company.
Securities Exchange Board of India (“SEBI”) vide SEBI (Issue and
Listing of Non-Convertible Securities) (Amendment) Regulations, It is pertinent to mention that as per existing Articles of Association
2023 dated 02.02.2023 has amended the SEBI (Issue and Listing (Article 198) “Other Members of the Board of Directors shall also
of Non-Convertible Securities) Regulations, 2021 and inserted be appointed by the President”, however, to ensure compliance
in regulation 23, after sub-regulation (5), the following sub- of newly introduced SEBI Regulations, newly inserted Article
regulation (6): - shall have overriding effect over Article 198 and other Articles.
“(6) If an issuer is a company, it shall ensure that its Articles of Thus, to ensure the compliance of the aforesaid amendment, the
Association require its Board of Directors to appoint the person AOA of the Company needs to be altered in accordance with the
nominated by the debenture trustee(s) in terms of clause (e) of provisions of the Companies Act, 2013, rules made thereunder
sub regulation (1) of regulation 15 of the Securities and Exchange and SEBI (Issue and Listing of Non-Convertible Securities)
Board of India (Debenture Trustees) Regulations, 1993 as a Regulations, 2021.
director on its Board of Directors:
The Board of Directors in its meeting held on 24th March 2023
Provided that the issuer whose debt securities are listed as on the has approved the aforesaid amendment in the Articles of the
date of publication of the Securities and Exchange Board of India Company by insertion of new article. The administrative ministry
(Issue and Listing of Non-Convertible Securities) (Amendment) i.e., Ministry of Railways vide its letter no. 2023/PL/47/3 dated
Regulations, 2023 in the official gazette, shall amend its Articles of 29.05.2023 has also accorded its approval for the said changes
Association to comply with this provision, on or before September in Articles of Association.
30, 2023:
In view of above, the Board of Directors of the Company
Provided further that the issuer, which is in default of payment of (“Board”), proposes to seek approval of the Members of the
interest or repayment of principal amount in respect of listed debt Company for alteration of Articles of Association by insertion of
securities, shall appoint the person nominated by the debenture new article i.e., Article No 202A as contained in the AGM Notice.
trustee(s) as a director on its Board of Directors, within one
None of the Directors or Key Managerial Personnel or their
month from date of receipt of nomination from the debenture
relatives have any concern or interest, financial or otherwise,
trustee or the date of publication of the Securities and Exchange
in passing the said Resolution, except to the extent of their
Board of India (Issue and Listing of Non-Convertible Securities)
shareholding in the Company.
(Amendment) Regulations, 2023 in the official gazette, whichever
is later.”
Further, the clause (e) of sub regulation (1) of regulation 15 of

the Securities and Exchange Board of India (Debenture Trustees) For Indian Railway Finance Corporation Limited
Regulations, 1993 states that it is a duty of Debenture Trustee to
appoint a nominee director on the Board of the company in the
event of:
Sd/-
(i) two consecutive defaults in payment of interest to the Date: 14th August 2023 (Vijay Babulal Shirode)
debenture holders; or Place: New Delhi Company Secretary
29
Annexure to the Notice

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING
[ PURSUANT TO REGULATION 36(3) OF THE SEBI LISTING REGULATIONS AND SECRETARIAL STANDARDS
ON GENERAL MEETINGS]
Name of Director Shri. Bhaskar Choradia

DIN 08975719
Date of Birth/Age 24th September 1975
Date of Appointment 27th November 2020
Qualifications Bachelor of Engineering in Mechanical engineering from the Indian Institute
of Technology, Roorkee, India (Erstwhile University of Roorkee) in 1996 and
joined the Government of India in 2000.
Expertise in specific functional areas He holds the charge of Executive Director Finance (Budget) in the Railway
Board. He has worked as the Director for Government e-Marketplace,
Government of India (GOI) since September 2017 on deputation under
Central Staffing Scheme. He has headed the marketing, capacity- building
and customer relationships for this marquee initiative of GOI. He was
instrumental in setting up the human resource and finance verticals of the
newly incorporated GeM SPV. railways i.e., West Central Railway, Southern
and Northern Railways and in Railway Board. He has worked in Railway
Divisions, Workshops and on Headquarters. While on the Railway Board
he has worked in the Budget Directorate dealing with the preparation and
presentation of the Railway Budget and its execution. As Director in Stores
Finance in Railway Board he was involved in preparation of Rolling Stock
Programme, M&P Programme for Indian Railways.
He has also attended various training programmes on Management, Public

Administration, Tendering, Public Policy etc in India and abroad at Institutes
like RSC/ Vadodara, NIFM/Faridabad, University of California, Berkeley/USA
etc.
Directorship held in other Companies Nil
Membership/ Chairmanship of Committees across Nil
all Public Companies other than IRFC
Relationships between Directors inter-se There is no inter-se relationship with any other Director of the Company.
Number of equity shares held in the Company Nil
For details regarding the number of meetings of the Board/Committees attended by the above Director during the year and remuneration
drawn/sitting fees received, please refer to the Boards’ Report and the Corporate Governance Report forming part of the Annual
Report.
30
Corporate Overview | Notice of AGM | Financial Statements Statutory Reports
Directors’ Report
Dear Shareholders,
Your directors have the pleasure in presenting the 36th 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 31st March 2023.
1. Financial Highlights
The highlights of financial performance of your Company for the year ended 31st March 2023 in comparison to the year ended 31st
March 2022 are summarized below:
(H in Crores)
Year ended Year ended
Particulars
31-03-2023 31-03-2022
I. Revenue from operations 23,891.28 20,298.27
II. Dividend Income 0.56 0.10
III. Other income 40.80 2.33
IV. Total Revenue (I+II+III) 23,932.63 20,301.60
V. Expenses
Finance costs 17,447.21 14,074.78
Impairment on financial instruments (2.91) 0.46
Employee benefit expense 13.09 10.75
Depreciation and amortization expense & Impairment 14.06 14.03
Other expenses 124.16 111.43
Total Expenses 17,595.62 14,211.44
VI. Profit before tax (IV-V) 6,337.01 6,090.16
VII. Tax expense:
(1) Current tax - -
(2) Adjustment for Earlier Years - 0.32
(3) Deferred tax - -
Total Taxes - 0.32
VIII. Profit (Loss) for the current Year from continuing operations (VI-VII) 6,337.01 6,089.84
IX. Other Comprehensive Income 4.56 (0.50)
Revenue from operations of your Company has increased Thus, on adoption of Section 115 BAA of the Income Tax Act,
by H 3,593.01 crores from H 20,298.27 crores in 2021- 22 to 1961, the Company was outside the scope and applicability
H 23,891.28 crores in 2022-23, showing a growth of 17.70 %. of MAT provisions and there was a zero-tax liability in the
financial year 2022-23.
Profit before Tax (PBT) of your Company for the year ended
31st March 2023 was H 6,337.01 crores as compared to Profit After Tax for the year ending 31st March 2023 was
H 6,090.16 crores for the previous year, registering a growth of H 6,337.01 crores as compared to H 6,089.84 crores for the
4.05 %. previous year, registering a growth of 4.06 %.
Company has not made any provision for tax in its books
pursuant to its decision to exercise the option of lower tax 2. Dividend
rate permitted u/s 115BAA of the Income Tax Act, 1961, as
Your Company seeks to strike a judicious balance between the
introduced by the Taxation Laws (Amendment) Ordinance,
return to the shareholders and retaining a reasonable portion of
2019 dated 20th September, 2019. The Company’s taxable
the profit to maintain a healthy financial leverage with a view to
income was nil and it did not have to pay Minimum Alternate
supporting and sustaining future borrowings and growth.
Tax (MAT) with reference to its Book Profit. MAT payable u/s
115 JB was outside the ambit of the Section 115 BAA. Board of Directors, in its meeting held on 10th November
2022, has declared the Interim Dividend @ 8.0% i.e., H
31
0.80/- per equity share having face value of H 10/- each for Accordingly, 20% of the net profit of the Company amounting
F.Y. 2022-23, which was paid on 5th December 2022. to H 1,267.40 crores had been transferred to Reserve Fund
u/s Section 45 – IC of RBI Act, 1934.
Further, the Board of Directors in its meeting held on 25th
May 2023 has also recommended the Final Dividend @ 7% 4 Share Capital
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 As on 31st March 2023, the Authorized Share Capital of the
the ensuing Annual General Meeting. If approved, the total Company was H 25,000 crores, consisting of 25,000,000,000
dividend for the financial year 2022-23 would amount to crores Equity Shares of H 10/- each. The issued and paid-
H 1.50/- per equity share of H 10/- each. The total dividend up share capital of the Company was H 13,068.506 crores,
pay- out for the financial year 2022-23 including the proposed consisting of 13,06,85,06,000 Equity Shares of H 10/- each.
Final Dividend, would amount to H 1,960.28 crores. As on 31st March 2023, 86.36% of the paid-up equity share
As per regulation 43A of the SEBI (Listing Obligations and capital of the Company comprising of 11,28,64,37,000
Disclosure Requirements) Regulations, 2015 (the “Listing Equity Shares of H 10/- each were held by President of
Regulations”), the top 500 listed companies shall formulate India acting through administrative ministry i.e., Ministry
a Dividend Distribution Policy. of Railways (MoR). The balance 13.64% of paid-up equity
share capital was held by public. During the period under
Accordingly, the policy was adopted to set out the review there is no change in authorized and paid-up share
parameters and circumstances that will be taken into capital of the Company.
account by the Board in determining the distribution of
dividend to its shareholders and/or retained profits earned by Based on market capitalization of Company, it is in the list of
the Company. The policy is also available on the Company’s top 500 listed companies on both stock exchanges i.e., NSE
website at https://irfc.co.in/sites/default/ files/inline-files/ and BSE as on 31st March 2023.
Dividend-Distribution-Policy.pdf.
5 Independent Evaluators’ Assessment
The details of unpaid/unclaimed amount of dividend as on
31st March 2023 is as follows: - 5.1. Credit Ratings
Type of Amount 5.1.1 Domestic: During the financial year 2022-23, the
Financial Year
Dividend (in J Crores) Company’s long-term domestic borrowing programme
2020-21 Interim 0.584 was awarded the highest credit rating of “CRISIL AAA/
2021-22 Interim 0.380 Stable”, “ICRA AAA/Stable and “CARE AAA/Stable.
2021-22 Final 0.283 The Company also got its short-term borrowing
2022-23 Interim 0.313 programme rated, obtaining the highest rating of
‘‘CRISIL A1+’’, ‘‘ICRA A1+’’, and “CARE A1+”.
Further, Members are requested to note that, dividends if not
encashed for a consecutive period of seven (7) years from 5.1.2 International: During the financial year 2022-23,
the date of transfer to Unpaid/Unclaimed Dividend Account three international credit rating agencies – Standard
of the Company, are liable to be transferred to the Investor & Poor’s, Fitch and Moody’s – have awarded “BBB
Education and Protection Fund ("IEPF") authority. The shares with Stable Outlook”, “BBB- with Stable Outlook” and
in respect of such unpaid/unclaimed dividends are also liable “Baa3 with Stable Outlook” ratings respectively to your
to be transferred to the demat account of the IEPF Authority. In Company. Besides, the Company obtained an issuer
view of this, Members are requested to claim their dividends specific credit rating of “BBB+ with Stable Outlook”
from the Company, within the stipulated timeline. from the Japanese Credit Rating Agency. Each of the
four credit ratings is equivalent to India’s sovereign
Details of Unpaid/Unclaimed Dividend is also available on
rating and is of investment grade.
Company’s website at https://irfc.co.in/index.php/investors/
financial-information. 5.2. Memorandum of Understanding (MOU) with
Ministry of Railways, Government of India
3 Reserves
The Company enters Memorandum of Understanding
As per Section 45 – IC of the RBI Act, 1934, all NBFCs are (MoU) with Ministry of Railways (MoR) every year
required to create a Reserve equivalent to 20% of the net wherein Company is evaluated on various financial and
profit before payment of dividend. non-financial parameters. Based on its performance, the
Company has been rated ‘Excellent’ by the Department
of Public Enterprises (DPE) for the year 2021-22.
32
The company has executed MoU for Financial Year prescribed by Reserve Bank of India for NBFC-ND-SI, as
2022-23 with MoR on 15th November, 2022. In respect contained in the Master Directions issued vide Notification
of parameters relating to Loans Disbursed to Total No. DNBR.008/CGM(CDS)-2015, dated 27th March, 2015.
Funds Available, Company has achieved 99.64%,
there were no Overdue loans to Total Loans and NPA The exemption was withdrawn by Reserve Bank of India
to Total Loans. Further, Cost of raising funds through from 31st May, 2018. However, the Company has obtained
Bonds as compared to similarly rated CPSEs/ entities exemption from Reserve Bank of India from the asset
is 17 bps lower. classification, income recognition, credit concentration and
provisioning norms on the direct exposure to Ministry of
6 Market Borrowings during 2022-23 Railways, Govt. of India vide RBI letter dated 21st December,
2018. The Company has also obtained relaxation in respect
As per the demands made by MoR, IRFC made a of lending limit applicable to Railway CPSEs from 20% of
disbursement of H 32,392.63 crores comprising of H 17,000 its owned funds to 100% of its owned funds. As such, the
crores for funding of Rolling Stock and H 15,392.63 crores Company has complied with the applicable prudential norms.
(including GST under reverse charge mechanism) for
financing of Railway Projects under EBR-IF. Liquidity Coverage Ratio (LCR) Exemption:
Borrowings during the year include Taxable Bonds worth RBI vide circular dated 4.11.2019 issued the guidelines covering
H 21,558.70 crores (Previous year 19,847.90 crores), Rupee liquidity risk management for NBFCs, wherein RBI introduced
Term Loans of H 22,274.46 crores (previous year H 42,900 Liquidity Coverage Ratio (LCR) applicable on all non- deposits
crores) and 54EC bonds of H 1,729.61 crores (previous year taking NBFCs with asset size of more than H 5,000 crores.
H 1,161.01 crores). The weighted average cost of the pool
of borrowings made by Company during the year 2022-23 The company has got an exemption from RBI from applicability
for rolling stock worked out to 7.51 % p.a (semi-annual) of Liquidity Coverage Ratio (LCR) norms.
as against 6.62% (semi-Annual) during the previous year
2021- 22 and WACC for project assets under EBR-IF worked 10 Lease Arrangement with the Ministry of Railways
out to 7.52% for FY 2022-23 as against 6.43% (semi-Annual) (2022-23)
during the previous year 2021-22.
As you are aware, the financial relationship of the Company
Company had received approval of Ministry of Finance for with the Ministry of Railways is based on a Financial Lease
issue of 54EC Capital Gain Bonds in October 2017, since arrangement which is regulated by a standard lease agreement.
then, Company is making all endeavors to increase its
market share in 54EC Bond market. In 2022-23, Company The weighted average cost of the pool of incremental
mobilized around H 1,729.61 crores through 54EC Bond as borrowings for the FY 2022-23 of Rolling stock assets is
against H 1,161.01 crores, registering a growth of 48.97%. at 7.51% p.a. (Semi-Annual) and Project Assets under the
head EBR-IF is at 7.52% (Semi-Annual).
7 Redemption of Bonds / Repayment of Loans During the year, Company has executed the Lease
Agreements for the Project Assets funded during FY
During the year, the Company redeemed Bonds amounting
2016- 17 (EBR-IF) and FY 2019-20 (National Projects) after
to H 5,944.55 crores. The Company also repaid long term
completion of moratorium period.
loans from Banks of H 9,187.18 crores during the year. The
Company continues to maintain its impeccable track record 11 Resource Mobilization for 2023-24
of servicing its debt in time.
Board has authorized the Company to borrow funds
amounting to H 50,000 Crores as may be required during
8 Internal Control Systems & their adequacy
FY 2023-24 for meeting the funding requirement of Indian
The details are given in Management Discussion and Analysis. Railways, if any, new business activities, refinancing of
existing loans and for other general corporate purposes.
9 RBI Prudential Norms

12 Management Discussion and Analysis and
Your Company is registered as a Systemically Important Company's Outlook for the future
Non-Deposit Taking Non- Banking Finance Company with
the Reserve Bank of India. Being a Government NBFC, Management Discussion and Analysis, forming part of the
your Company was exempted from the prudential norms Directors’ Report given at ANNEXURE- I.
33
13 Report on Corporate Governance profits of the immediately three preceding financial years on
CSR activities. The Department of Public Enterprises (DPE)
The Government considers good corporate governance has also issued guidelines in this regard which, inter alia,
practices a sine qua non for sustainable business that aims require the Central Public Sector Enterprises (CPSEs) to
at generating long term value for its shareholders and all frame a ‘CSR and Sustainability Policy’.
other stakeholders. Accordingly, it has been laying increasing
emphasis upon development of best corporate governance The ‘CSR and Sustainability Policy’ of the Company is in
practices amongst Central Public Sector Enterprises place and the same has also been hosted on the website
(CPSEs). In pursuance of this philosophy, your Company at https://irfc.co.in/sites/default/files/inline-files/CSR-Policy.
continues to comply with the ‘Guidelines on Corporate pdf. The Company, like in the past, has undertaken activities
Governance for Central Public Sector Enterprises’ issued for CSR and Sustainable Development, details of which, are
by Government of India, Department of Public Enterprises given hereunder: -
(DPE). Your Company’s Equity as well as Non-Convertible
Debt Securities are listed on the stock exchanges and During the financial year 2022-23, the Company was
Company has complied with Securities and Exchange Board required to spend H 91.31 crores, being 2% of its average
of India (Listing Obligations and Disclosure Requirements) net profits for the last three financial years. The Company
Regulations, 2015. As on 31st March 2023, there were 5 has approved a total of 16 projects with a total outlay of
(Five) Directors on the Board of the Company. The Board H 59.00 crores and the remaining balance disbursed against
comprises of a Chairman & Managing Director (Addl. H 30.31 crores to PM CARES Fund, H 1.00 crores to Swacch
Charge) & Director (Finance), Two Non-Official/ Independent Bharat Kosh and H 1.00 crores to Clean Ganga Fund. Whereas
Director(s) and Two Government Nominee Director(s). As on the amount allocated towards 16 projects amounting to
the date of this Report, the Board of Directors comprised H 59.00 crores would be disbursed on receipt of bills/claims
of Five (5) Directors, with one Executive Director, Two Non- from the implementing agencies in future and the same
Executive Directors (Govt. Nominees) and Two Non- Official/ amount has been transferred to the ‘CSR Unspent Account’
Independent Directors. The Company does not have the maintained with Scheduled Bank in terms of section 135(6)
prescribed number of Independent Directors on its Board of the Companies Act, 2013. The details of CSR activities
in compliance of the Regulation 17(1) (a) of SEBI (LODR) as required under the Companies Act for the financial year
Regulations 2015, specifying the composition of Board of 2022-23 is annexed at ANNEXURE – IV.
Directors. Being CPSE, the power to appoint Directors vests CSR Activities proposed for the FY 2023-24
with Government of India through Ministry of Railways (MoR)
and Company has no role to play in it. The Company has For the financial year 2023-24, the Company would be required
already requested MoR for appointment of requisite number to spend approx. H 112.27 crores. The details of all the projects/
of Independent Directors. Report on Corporate Governance activities will be provided in the next Annual Report.
is enclosed as ANNEXURE- II forming part of this report.
16 Directors’ Responsibility Statement
14 Business Responsibility & Sustainability Report (BRSR) As required under Section 134(3)(c) of the Companies Act,
2013, it is confirmed that:
The Business Responsibility & Sustainability Report, as
stipulated under Regulation 34 (2) of the SEBI (Listing a) In the preparation of the annual accounts for the
Obligations and Disclosure Requirements) Regulations, 2015, year ended 31st March 2023, the applicable Indian
is given in ANNEXURE-III and forms part of this Report. Accounting Standards have been followed and there
are no material departures;
15 Corporate Social Responsibility b) such accounting policies have been re-drafted taking
Activities relating to Corporate Social Responsibility (CSR) into account the Ind-AS, judgments and estimates
have become an integral part of Company’s operations. made are reasonable and prudent, so as to give a true
and fair view of the state of affairs of the Company at the
In terms of Section 135 of the Companies Act, 2013 (the Act), end of the financial year and of the profit or loss of the
read with Schedule VII thereof and Companies (Corporate Company for that period;
Social responsibility Policy) Rules, 2014, the Company has
constituted a CSR Committee (the “Committee”) comprising c) Proper and sufficient care has been taken for maintenance
of two (2) Independent Director(s) and Chairman & of adequate accounting records, in accordance with the
Managing Director (Addl. Charge) & Director (Finance) with provisions of the Companies Act, 2013, for safeguarding
the Independent Director as the Chairman of the Committee the assets of the Company and for preventing and
as on 31st March 2023. As per the Act, Company is required detecting fraud or other irregularities; and
to spend at least two (2) percent of the average of its net
34
d) the Annual accounts have been prepared on ‘going strategy. During the year 2022-23, the Company
concern’ basis. imparted training to 20 of its employees to various
training programmes and workshops including inhouse
e) The laid down internal financial controls to be followed trainings. These initiatives enabled the Company to
by the Company and such internal financial controls are achieve 95 training man days/ 912 Hrs.
adequate and operating effectively.
17.4 Employee Welfare
f) Proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such The Company takes care of health and well-being of its
systems were adequate and operating effectively. employees by reimbursing in-patient and out-patient
medical costs, provision for leaves on medical grounds,
rehabilitation policy in case of death or permanent
17 Human Resource Management
disability, which are applicable for all employees.
At IRFC we believe in a strong value system and best HR
17.5 Grievance Redressal
practices to enhance and improve our capabilities and
achieve the organizational objectives. To promote fair and equitable employment relationship, a
scheme for Grievance Redressal of employees is also in
As on 31 March 2023, total Manpower of the Company stood
st
place which ensures a time bound redressal of grievances.
at 41. To infuse fresh Manpower in the existing Manpower
pool of the Company, 4 Executives and 3 Non-Executives
were inducted in the Company during FY-2022-23 through 18 Auditors
Direct and Campus Recruitment. Women constituted 19.51%
of its total workforce as on 31st March, 2023. M/s KBDS & Company, Chartered Accountants, have been
appointed as Statutory Auditors by Comptroller & Auditor
The Company continues to maintain high level of employee General of India to audit the accounts of the Company for
productivity and efficiency as reflected in its low overhead to the financial year 2022-23.
turnover ratio of less than 0.12%.
The Comptroller & Auditor General of India has undertaken
17.1 Women Employees supplementary audit on accounts of the Company for the
year ended 31st March 2023. The comments of C&AG have
Your Company provides equal growth opportunities for been received and management reply there to is placed as
the women in line with Govt. of India philosophy on the Annexure to comments of C&AG in the Annual Report for the
subject. Being a lean organization, where Company has year 2022-23.
41 employees, women representation has grown across
hierarchical levels. Thus, Women constituted 19.51% of Secretarial Audit for the financial year 2022-23 under Section
its total workforce as on 31st March 2023. As per Govt. of 204 of the Act has been conducted by M/s Akhil Rohatgi and
India directives and guidelines from time-to-time, IRFC Company, Practicing Company Secretaries.
ensures the welfare of women employees.
17.2 Information under Sexual Harassment of Women at 19 Debenture Trustees

Workplace (Prevention, Prohibition & Redressal)
In compliance with SEBI (Listing Obligations & Disclosure
Act, 2013
Requirements) Regulations, 2015 the details of Debenture
The Company has an Internal Complaints Committee Trustees appointed by the Company for different series of
(ICC) to examine the case related to Sexual Harassment of its bonds / debentures issued from time to time, are given
Women at Workplace (Prevention, Prohibition & Redressal) in Corporate Governance Report which is enclosed as
Act, 2013. The complaints received by the committee are ANNEXURE-II.
being dealt in line with the provisions of the Act. During the
FY 2022-23, no complaint has been received. 20 Other Disclosures under the applicable provisions
of the Companies Act, 2013
17.3 Training & Human Resource Development
20.1 Number of Meetings of the Board
In order to enhance the skills, capabilities and
knowledge of employees, a well-defined Training and The details of number of meetings of the Board are
Development Policy for below board level executives given in Corporate Governance Report which is
and non-executives is in place. Employee training and enclosed as ANNEXURE-II.
development is an essential element of the Company’s
35
20.2 Certificate of Independence by Independent 20.8 Secretarial Standards

Director
Your Company complies with all applicable Secretarial
Independent Directors of the Company have given a Standards issued by the Institute of Company
declaration that they meet the criteria of Independence, Secretaries of India.
as laid down under Section 149 (6) of the Act, SEBI
(LODR) Regulations, 2015 and DPE Guidelines on 20.9 Certificate on Corporate Governance
Corporate Governance for CPSEs.
M/s Akhil Rohatgi and Company, Practicing Company
Further, the Independent Directors of the Company are Secretaries has issued certificate on Corporate
nominated / appointed by the President of India acting Governance, placed at ANNEXURE-VI.
through the administrative ministry, i.e., Ministry of
20.10 Risk Management
Railways (MoR). Accordingly, the appointing authority
considers the integrity, expertise and experience of the The details are given in Management Discussion
individual to be nominated / appointed. and Analysis. Further, the Company is having a Risk
Management Committee (“RMC”) of its directors
20.3 Material changes, if any, that may affect financial
in place, for monitoring the integrated risks of the
position of the Company
Company. The details pertaining to RMC Committee
There are no material changes which will affect are included in the Corporate Governance Report,
financial position of the Company. which is enclosed as ANNEXURE-II.
20.4 Information in Corporate Governance Report 20.11 Risk Based Internal Audit
Information on composition, terms of reference RBI vide its circular February 3, 2021, had mandated
and number of meetings of the Board and its the Risk Based Internal Audit (RBIA) framework for all
Committees held during the year, establishment non- deposit taking NBFCs with asset size of H 5000
of Vigil Mechanism/ Whistle Blower Policy and crores and above. In line with the RBI notification,
weblinks for familiarization Programmes of Directors, Risk Based Internal Audit (RBIA) policy has been
Policy on Related Party Transactions, Policy for formulated and approved by the Board of Directors.
determining Material Subsidiaries, compensation to RBIA will help the organization to identify the risks and
Key Managerial Personnel, sitting fees to Directors address them based on the risk priority and direction
and details regarding IEPF etc. have been provided provided by the Board. A firm of Chartered Accountant
in the ‘Report on Corporate Governance’, prepared has been appointed as an expert to assist the Risk
in compliance with the provisions of SEBI (Listing Based Internal Audit. The scope of RBIA is well defined
Obligations & Disclosure Requirements) Regulations, and is very exhaustive to take care of all functions and
2015 and DPE Guidelines on Corporate Governance, business of the Company depending upon the risk
2010, as amended from time to time, which forms part assessment and control environment. Based on RBIA
of this Annual Report. report, steps are taken at regular intervals to further
strengthen the existing systems and procedures.
20.5 Internal financial control systems and their
adequacy 20.12 Particulars of loans, guarantees and investments
The details are given in Management Discussion and The particulars of loans, guarantees and investments
Analysis. have been disclosed in the financial statements.
20.6 Audit Committee 20.13 Transactions with related parties
The details pertaining to the Audit Committee are The particulars of the transactions with related parties
included in the Corporate Governance Report, which have been disclosed in the financial statements.
is enclosed as ANNEXURE-II.
20.14 Stock Options
20.7 Secretarial Auditors’ Report
The Company has not issued any stock options to the
M/s Akhil Rohatgi and Company, Practicing Company Directors or any employee of the Company.
Secretaries was appointed as the Secretarial Auditors
of the Company for the FY 2022-23 by the Board of
Directors of the Company. Secretarial Audit Report is
placed at ANNEXURE-V.
36
20.15 Significant and Material Orders passed by the of the Company under the Companies (Cost Records
Regulators or Courts or Tribunals impacting the and Audit) Rules, 2014 read with the Companies
going concern status of the Company (Cost Records and Audit) Amendment Rules, 2014
prescribed by the Central Government under Section
There are no significant and/or material orders passed 148 of the Companies Act, 2013. Accordingly,
by the Regulators or Courts or Tribunals impacting the cost accounts and records are not required to be
going concern status of the Company. maintained by the Company.
20.16 Disclosure under Foreign Exchange Management
20.23 Conservation of Energy, Technology Absorption,
Act, 1999
Foreign Exchange Earnings and Outgo
The Company is in compliance with the relevant
Pursuant to the Provision of Section 134(3)(m) of the
provisions of the Foreign Exchange Management Act,
Companies Act, 2013, in respect of Conservation of
1999 pertaining to external commercial borrowing and
Energy and Technology absorption, following steps
derivatives.
have been taken by your Company: -
20.17 Extract of Annual Return
To save power, the Company purchases LED/ LCD
The extract of Annual Return is given in ANNEXURE- monitors while replacing the old monitors. Employees
VII which forms part of this report. After filing of the are encouraged to keep their gadgets in power saving
annual return for FY 2022- 23 with MCA, the same will mode, wherever possible. The Company now replaces
be uploaded on website of the Company at https://irfc. its old electrical items, gadgets, etc. with power efficient
co.in/. units. The internal lightning of office by energy- efficient
LED lights has helped to conserve electricity.
20.18 Code of Business Conduct-Declaration by CEO
20.24 Foreign exchange earnings & outgo
Declaration by CEO on compliance of the “Code of
Business Conduct and Ethics for Board Members and Your Company has put in place Comprehensive Risk
Senior Management” for the year 2022-23 is placed at Management policy to manage risks associated with
ANNEXURE-VIII. foreign currency borrowings. The Company enters into
hedging transactions to cover exchange rate and interest
20.19 CEO/CFO Certification
rate risk through various instruments like forwards and
As required by Regulation 17 (8) of the SEBI (LODR) swaps. Details of Foreign exchange earnings & outgo
Regulations, 2015, the Compliance Certificate as have been given in the Notes to Accounts.
specified in Part B of Schedule II of the said Regulation
20.25 LIBOR Transition
duly signed by Ms. Shelly Verma, Chairman &
Managing Director (Addl. Charge), CEO & Director ISDA (International Swaps and Derivatives Association),
(Finance) and Shri Sunil Kumar Goel, Chief Financial the globally recognized statutory body governing the
Officer (CFO) was placed before the Board of Directors global derivative deals and benchmark transitions, had
in their Meeting held on 25th May 2023. The same is come up with the ISDA 2020 IBOR Fallbacks Protocol
enclosed as ANNEXURE-IX. (commonly referred to as Fallback Protocol) to move all
the legacy contracts from existing benchmarks to new
20.20
Particulars of Employees receiving high
benchmarks under the Interest Rate Benchmark Reform.
emuneration & other particulars of employees
For USD LIBOR benchmark to be transitioned with effect
Since IRFC is a Government Company, provisions of from 30th June 2023, the Alternative Reference Rates
Section 197 are not applicable to it. Hence, the details Committee (ARRC) set up by the Federal Reserve Bank
have not been given. had recommended the Secured Overnight Financing
Rate (SOFR) as the new benchmark as against USD
20.21 Deposits from public LIBOR.
The Company has not accepted any fixed deposits
IRFC is currently having three facilities of SBI Bahrain
during the period under review and the Board of
USD 300 million, SBI Hong Kong USD 1 bn and SBI
Directors has passed requisite resolution in this
Hong Kong USD 2 bn having interest payment exposure
regard, in compliance of RBI guidelines.
in USD LIBOR which have been transitioned from USD
20.22 Cost Records LIBOR to SOFR. Such transition has been undertaken by
signing a bilateral Amendment and Restated agreement
The Central Government has not prescribed the for each of the three facilities rather than signing the
maintenance of cost records for the products/services ISDA IBOR Fallback Protocol. IRFC has also executed
37
the revised term sheets with all the relevant hedge 21 Compliance of MSME Guidelines
counterparties being impacted by such transition and
accordingly the exposure has been suitably shifted from Your Company has in place, a Manual for Procurement of
USD LIBOR to SOFR. Goods, Services and Works, which provides guidelines to
expedite decision making process by way of consolidating,
There were two other facilities of AFLAC to the tune of simplifying and streamlining the various steps to be followed
JPY 15 billion (equivalent to USD 183 million) for which in the process of award of contracts from the procurement of
IRFC entered into a Cross Currency Swap resulting in goods, works & services as well as during its implementation
exposure to USD LIBOR which was further hedged by on the ground.
taking an Interest Rate Swap. This USD LIBOR exposure
has also been transitioned to SOFR by signing the ISDA The procurement from MSMEs complies to Public
IBOR Fallback Protocol. Procurement Policy during the financial year 2022-23 as
placed below:
20.26 Expenditure on R&D (H in Crores)
This is not applicable, as IRFC is engaged only in 1 Total annual procurement 12.47
financing activities. 2 Target % age of annual procurement 31.25%
3 Total value of goods and services 4.25
20.27 Captial Commitment
procured from MSMEs (including
IRFC has entered into a lease agreement with RLDA MSMEs owned by SC/ST
for allotment of 6019 sq mtr of office space with total entrepreneurs)
value of the lease premium amounting to H 195.52 4 Total value of goods and services Nil
crores out of which H 48.88 crores is paid and balance procured from only MSMEs owned by
of H 146.64 crores is yet to be paid. SC/ST entrepreneurs
IRFC entered into a contract with M/S RailTel Limited 5 % age of procurement from MSMEs 34.09%
for implementation of ERP amounting to H 20.81 (including MSMEs owned by SC/
crores payment for this is yet to be made, IRFC has ST entrepreneurs) out of total
also appointed M/s KPMG for providing consultancy procurement
service for implementation of ERP at a total cost of 6 % age of procurement from Nil
H 0.79 crores, out of which H 0.16 crores is paid and only MSMEs owned by SC/ ST
balance amount of H 0.64 crores is yet to be paid. entrepreneurs out of total procurement
7 % age of procurement from Women 15.04%
20.28 Reporting of Frauds by Auditors
MSMEs
During the year under review, neither the statutory auditors
nor the secretarial auditor has reported to the audit
22 Vigilance Activities
committee, under Section 143(12) of the Companies
Act, 2013, any instance of fraud committed against the Ministry of Railways have nominated a part time Chief
Company by its officers or employees, the details of which Vigilance Officer (CVO). The CVO carries out internal scrutiny
need to be mentioned in the Board’s Report. of the activities on random basis to ensure compliance with
20.29 Change in nature of Business the laid down CVC guidelines and procedures. During the
vigilance awareness week preventive vigilance workshops were
There was no change in the nature of business of the also conducted for the benefit of employees of IRFC. These
Company during the financial year 2022-23. workshops inter-alia covers contract management, provision
20.30 The names of companies which have become or of CDA Rules, compliances of rules and policies, deliberations
ceased to be its Subsidiaries, joint ventures or of case studies etc., such workshops have ensured that best
associate companies ethical practices are followed in the organization.
There are no Subsidiaries, joint ventures, or associate The Company has observed Vigilance Awareness Week in
companies during the year 2022-23. 2022-23 from October 31, 2022 to November 6, 2022, on the
theme “Corruption free India for a developed Nation”, in line
20.31 The details of application made or any proceeding
with the circular issued in this regard by the Central Vigilance
pending under the Insolvency and Bankruptcy
Commission. All employees were administered an Integrity
Code, 2016 (31 of 2016) during the year along
Pledge, to spread awareness about vigilance amongst the
with their status as at the end of the financial year
employees, as well as public at large.
There was no application made nor any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) against the Company.
38
23 Official Language Further, being a CPSE, the remuneration of Functional

Directors, Key Managerial Personnel and other employees
The official language implementation committee of the of the Company, including Senior Management Personnel, is
Company meets every quarter to monitor and review the determined as per the extant guidelines on pay, perquisites,
progress made for achieving the targets fixed in Annual allowances etc. issued by the Department of Public Enterprises
Program issued by the official language department Ministry (DPE) and/or Government of India from time to time.
of Home Affairs, Government of India. Effective measures
were taken to bring out progressively higher use of Hindi Pursuant to Section 203 of the Companies Act, 2013, the
in day-to-day working of the Company. Hindi workshops / Board of Directors of the Company has designated the
trainings are regularly organized and for these employees Chairman and Managing Director as CEO, Group General
are sponsored for the trainings/workshops. Manager (Finance) as CFO, and Company Secretary (CS)
as Key Managerial Personnel (KMPs) of the Company. Being
Hindi week was observed in your Company from 14th a Government Company, the role of CEO is being performed
September 2022 to 29th September, 2022 to motivate the by Chairman and Managing Director (CMD) and the role of
employees for the progressive use of Hindi in their day CFO is performed by Group General Manager (Finance) of
today work. Several competitions / programmes were the Company.
organized to encourage the employees to work in Hindi
and create a conducive atmosphere. The participants were The following changes have taken place in the composition
accordingly awarded. Further, cash award was also given to of the Key Managerial Personnel: -
employees making most extensive use of Hindi in their day
to day official work under the Government scheme. 1. Ms. Shelly Verma, Director (Finance) has been entrusted
with the additional charge of post of Chairman and
The official website of your Company exists in fully bilingual Managing Director for a period of 1 year w.e.f. 15th
form and contains all information of interest to its stakeholders. October 2022 and accordingly she has been designated
as Chairman and Managing Director (Addl. Charge),
CEO & Director (Finance) of the Company.
24 Presidential Directive
2. Shri Sunil Kumar Goel, Group General Manager
Presidential Directive No.2023/PL/47/3 dated 29th May 2023
(Finance) is designated as Chief Financial Officer (CFO)
has been received for insertion of new article in articles of
and KMP of the Company, w.e.f. 25th May 2023.
Association of the Company.
3. Ministry of Railways, vide order no 2018/E(O)II/40/19
25 Right to Information Act, 2005 dated 6th May 2023 has communicated the pre-mature
termination of the services of Shri Amitabh Banerjee from
The Government of India’s instructions on Right to the post of CMD, Indian Railway Finance Corporation
Information Act, 2005 is being complied with. All relevant Limited (IRFC) w.e.f. 15th October 2022.
information has been hosted on the Company’s website.
4. Appointment of Shri Vallabhbhai Maneklal Patel (DIN:
07713055) has been regularized in the 35th AGM of
26 Board of Directors and Key Managerial Personnel the Company held on 23rd September, 2022 who was
Being a Government Company, the power to appoint appointed as an Additional Director (Non- Official/
Directors on the Board of the Company is vested with the Independent Director) of the Company as per Ministry
President of India acting through the Ministry of Railways of Railways (MoR) order no. 2019/PL/57/22 dated 9th
(MoR), Government of India. The remuneration of Directors November 2021 with effect from 10th November 2021,
and employees of the Company is fixed as per the extant under Section 161 of the Co’s Act, 2013.
Guidelines issued by Department of Public Enterprises
5. Appointment of Smt. Sheela Pandit (DIN: 09403193)
(DPE), from time to time. The sitting fee paid to Non- Official/
has been regularized in the 35th AGM of the Company
Independent Directors for attending the meetings of Board
held on 23rd September, 2022 who was appointed as an
and Committees thereof, are within the limits prescribed
Additional Director (Non- Official/Independent Director)
under the Companies Act, 2013. The Government Nominee
of the Company as per Ministry of Railways (MoR) order
Director is not entitled to receive any remuneration or sitting
no. 2019/PL/57/22 dated 9th November 2021 with effect
fee from the Company, as per the norms of Government
from 22nd November 2021, under Section 161 of the
of India. Details of remuneration and sitting fees paid
Co’s Act, 2013.
to Directors are appearing in the ‘Report on Corporate
Governance’ annexed to this Report.
39

Director(s) retiring & seeking appointment/ e-voting facility to all members to enable them to cast their
reappointment in the ensuing AGM votes electronically in respect of resolutions set forth in postal
ballot and Annual General Meeting (AGM). The Company
In accordance with the provisions of the Companies Act, will also be conducting the AGM this year through video
2013 and Article 210 of the Articles of Association of the conferencing / other audio-visual means. Members can
Company, Shri Bhaskar Choradia (DIN:08975719), Govt. refer to the detailed instructions for e-voting and electronic
Nominee Director shall retire by rotation at the ensuing participation in the AGM, as provided in the Notice of AGM.
36th Annual General Meeting of the Company and being Members, who have not registered their e-mail addresses so
eligible, offers himself for re-appointment. The Board far, are requested to register their e-mail addresses with the
of Directors recommends his re-appointment. Brief Registrar and Share Transfer Agent (R&TA) of the Company
resume and other particulars of Shri. Bhaskar Choradia or their respective Depository Participant (DP) and take part
is annexed to the Notice of AGM. in the green initiative.
27 Evaluation of Board of Directors/ Independent
Directors 29 Acknowledgements
As per the statutory provisions, a listed company is required Your Company is grateful to the Ministry of Railways, Ministry
to disclose in its Board’s Report, a statement indicating the of Finance, Ministry of Corporate Affairs, Public Enterprises
manner in which formal annual evaluation of the performance Selection Board, Department of Public Enterprises, National
of the Board, its committees and individual Directors has Informatics Centre, other Departments of the Government,
been made and the criteria for performance evaluation of Securities and Exchange Board of India and the Reserve
its Independent Directors, as laid down by the Nomination & Bank of India, for their co-operation, assistance, active
Remuneration Committee. and timely support, and guidance rendered from time to
time. The Company is also thankful to all its Shareholders,
However, the Ministry of Corporate Affairs (“MCA”) vide its Bondholders, Banks, Financial Institutions, Arrangers,
notification dated June 5, 2015, has, inter-alia, exempted Registrar and Transfer Agents, Bond Holders Trustees,
Government companies from the above requirement. National Stock Exchange of India Limited, BSE Limited,
Directors are evaluated by the Ministry or Department of the Life Insurance Corporation of India and other stakeholders
Central Government, which is administratively in charge of for reposing their confidence and trust in the Company.
the company, as per its own evaluation methodology. Further, The Company looks forward to their continued support for
MCA vide notification dated July 5, 2017, also prescribed sustaining its excellent performance levels. The Company
that the provisions relating to review of performance expresses gratitude to the Comptroller & Auditor General
of Independent Directors and evaluation mechanism of India, the Statutory Auditors, Secretarial Auditors and the
prescribed in Schedule IV of the Companies Act, 2013, is Internal Auditors for their valuable support and guidance.
not applicable to Government companies. The Board of Directors express their deep appreciation
in recognition of the valuable contribution made by the
Accordingly, being a Government company, IRFC is,
Company’s small team of officers and employees, which
interalia, exempted in terms of the above notifications, as
has enabled the Company to successfully meet the funding
the evaluation of performance of all members of the Board
targets set by the Ministry of Railways, while consolidating
of the Company is being done by the administrative ministry
its position as one of the most vibrant public financial
i.e., the Ministry of Railways and/or by the Department of
institutions in the country.
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 For and on behalf of the Board of Directors
registered email addresses. As a responsible corporate citizen,
the Company has actively supported the implementation of
Sd/-
‘Green Initiative’ of the Ministry of Corporate Affairs (MCA) and
(Shelly Verma)
effected electronic delivery of Notices and Annual Reports to
shareholders, whose email ids are registered. The intimation of Chairman & Managing Director
dividend (interim/ final) is also being sent electronically to such (Addl. Charge) & Director (Finance)
shareholders. Further, pursuant to Section 108 of the Companies (DIN: 07935630)
Act, 2013 read with Rule 20 of the Companies (Management Place : New Delhi
and Administration) Rules, 2014, the Company is providing Date : 11th August, 2023
40
ANNEXURE – I
Management Discussion and Analysis

Indian Economic Overview among the G-20 nations in the coming years. India’s presidency
of the G20 Summit in 2023 has also reinforced its global stature.6
Despite concerns about an impending global recession, India's The Government’s incentives to drive investment in infrastructure
economy has reaffirmed its position as one of the world's fastest and productive capacity are expected to have a multiplier impact,
growing major economies. Amid several headwinds such as enhancing India's potential for further growth and employment
high inflation, escalating commodity prices and disruptions in generation.
global trade due to ongoing geopolitical conflicts in Europe, the
economy is projected to have clocked a growth rate of 7.2% during
FY231. The Government and the Reserve Bank of India (RBI) have Industry Scenario
implemented several measures to address these headwinds and Indian Railways 7
recent decline in commodity prices suggest that these efforts
have started to bear fruit in terms of reining in inflation2. Indian Railways (IR) with its 4th largest network in the world, has
been the backbone of the transportation sector in India, carrying
India has emerged as the third-largest economy in terms of millions of passengers and cargo from one part of the country to
purchasing power parity3. the other. Indian Railways has definitely consolidated the roots
In the Union Budget for FY24, the Government announced capex of growth in the post pandemic scenario and now the path has
worth INR 10 lakh crores, which marked a substantial increase been set for moving ahead with positive momentum. IR is moving
of 37.40% compared to the previous year.4 This underscores the forward with a vision to become a more efficient system, to be
Government’s focus on ramping up infrastructure development, able to keep pace with the growth and compliment the economic
which acts as a tailwind to drive long-term economic growth. development of the nation.
The Indian Railways received the highest ever capital outlay of Indian Railways with its more than 170 years of existence, is now
INR 2.40 lakh crores, which is further expected to bolster India’s making transformative changes. The vision of Indian Railways
regional connectivity5. is to provide safe, efficient, affordable, customer focused and
Well-capitalised public sector banks in India have improved their environmentally sustainable integrated transportation solution(s)
financial health, which has put them in a better position to boost to the country.
credit supply. Despite a slowdown in global economic activity, IR aims to create a world class infrastructure at a sustainable
India's performance indicators do not reflect this trend, resulting cost, built with the latest technologies. Marching further ahead
in a sense of cautious optimism. in nation’s Amrit Kal period IR vision towards 2047 entails
development of 7000 km of High speed Rail Network by 2047
Outlook carrying a multitude of 10 billion passengers, expansion of
Freight Corridors to 7800 km, Elevated Corridors (with speed
Stronger prospects for manufacturing, services, agriculture and 200+ kmph) of 10,000 km, Vande Bharat trains connecting all
related industries, enhanced business and consumer confidence, major cities, 1500+ Gati Shakti Cargo Terminals, Reduction in
along with accelerated credit expansion are expected to facilitate Operating Ratio to less than 70%, 100% Electrification of network,
domestic consumption and investment. Backed by underlying enhancing electric traction capacity (2 & 25 kVA) over 30,000
macroeconomic stability and favourable conditions for economic RKm, Elimination of all remaining level Crossings, Hyperloop
growth, India is expected to remain the fastest-growing nation transportation on 2200 km, Station Development of more than
https://pib.gov.in/PressReleasePage.aspx?PRID=1928682
1
https://www.pib.gov.in/PressReleasePage.aspx?PRID=1889192
2
https://www.imf.org/en/Publications/fandd/issues/Series/Back-to-Basics/Purchasing-Power-Parity-PPP
3
https://pib.gov.in/PressReleasePage.aspx?PRID=1895279#:~:text=Nirmala%20Sitharaman%20in%20Parliament%20today,the%20
4
Union%20Budget%202023%2D24.&text=To%20ramp%20the%20virtuous%20cycle,crore%20in%20RE%202022%2D23.
pib.gov.in/PressReleaseIframePage.aspx?PRID=1895301
5
https://pib.gov.in/PressReleaseIframePage.aspx?PRID=1882356
6
Indian railways/transformational journey/Annual issue FY2022-23.

7
41
1200 stations, revamp of Ease of handling and divisibility of cargo in freight cargo with ancillary services in logistics parks and
units capturing the growing container segment, Manufacturing/ domestic industry driven rail infrastructure of highest standards.
deployment of freight EMU for parcel/ e-commerce, coverage A record capex target of H 2.60 lakh cr in 2023-24 is targeted to
of entire network with Kavach and enhanced usage of solar initiate the necessary changes for this vision, across the entire
technology for energy needs. The Indian Railways has set network. Achieving India's commitment of net zero carbon by
ambitious targets to contribute approximately 1.5% to the 2070 will rest in part on more rail-bound passenger and cargo
country's GDP by developing infrastructure that can support 45% movement.
of the modal freight share of the economy.
In keeping with the Prime Minister's vision of ‘Make in India’ Company Overview
Vande Bharat trains have been designed and built in India. In
Indian Railway Finance Corporation (IRFC) was set up on 12th
the fiscal 2023, 8 new Vande Bharat trains were introduced
December 1986 as the dedicated funding arm of the Indian
over various parts of the Country, thereby making a total of 10
Railways for mobilizing funds from domestic as well as overseas
Vande Bharat trains on Indian Railways as on 31st March, 2023.
Capital Markets. IRFC is a Miniratna I and Schedule ‘A’ Public
The passenger experience has seen a paradigm shift with the
Sector Enterprise under the administrative control of the Ministry
introduction of Vande Bharat semi high-speed trains. The overall
of Railways, Govt. of India. It is also registered as Systemically
passenger segment has registered the highest ever revenue to
Important Non–Deposit taking Non-Banking Financial Company
the tune of H 63,000 crores. This is 23% higher than the previous
(NBFC – ND-SI) and Infrastructure Finance Company (NBFC-
high of H 51,067 crores in 2018-19.
IFC) with Reserve Bank of India (RBI).
Indian Railways achieved its highest ever freight loading of
IRFC has played a significant role in its more than 35 years of
1512.07 MT in 2022-23 as compared to 1418.1 MT in 2021-22
existence in supporting the expansion of the Indian Railways and
There is a 6.63% increase in freight loading over FY 2021-22.
related entities by financing a significant proportion of its annual
Freight loading is the dominant source of revenue for IR and
plan outlay.
incremental loading has been continuously achieved in recent
years. The freight earnings have increased by 16% compared to The main objective of the company is to meet the predominant
the same period in the previous year. portion of ‘Extra Budgetary Resources’ (EBR) requirement of
the Indian Railways through market borrowings at the most
The Gati Shakti NMP aims to promote synergy between sectors of
competitive rates and terms. The Company’s principal business
railways, shipping, roadways, telecommunications, pipelines etc.
therefore is to borrow funds from the financial markets to finance
by avoiding unnecessary duplication in infrastructure creation.
the acquisition / creation of assets which are then leased out
In order to boost investment from industry in development of
to the Indian Railways. IRFC’s constant endeavour has been to
additional terminals for handling rail cargos, a new 'Gati Shakti
diversify its borrowing portfolio in terms of instruments, markets
Multi-Modal Cargo Terminal (GCT)' policy was launched on 15
and investors which has led to the Company meeting the targeted
December, 2021.
borrowings year after year, through issue of both taxable and tax-
Railway Electrification is another area where significant focus free bonds, term loan from banks/financial institutions besides
is being given. IR achieved the highest ever commissioning of offshore borrowings, at competitive market rate. Its aim is to be
6565 RKm of Railway Electrification in Fiscal 23. This is in line one of the leading Financial Service Companies in the country,
with the Mission 100% Electrification by December, 2023 and for raising funds from the capital market at competitive cost for
commitment of Indian Railways to contribute towards Energy Railway infrastructure augmentation, duly ensuring that the
Security, saving of precious foreign reserves towards fuel bill and Corporation makes optimum profits from its operations.
environment sustainability.
Operational Highlights
Indian Railways have introduced One Station One Product
(OSOP) scheme on pilot basis with the objective to provide The total disbursement for FY 2022-23 was H 32,392.63 Crores
opportunities for enhanced livelihood through skill development comprising of H 17,000 Crores for funding of Rolling Stock,
to local artisans, potters, weavers/ handloom weavers, craftsmen H 15,392.63 Crores for financing of Railway Projects under EBR- IF.
etc, through provision of sale outlets at railway stations across
the country. The scheme is envisaged to encourage individuals Borrowings during the year include Taxable Bonds worth
at the bottom of the pyramid, marginalized and weaker sections H 21,558.70 crores (Previous year 19,847.90 crores), Rupee Term
and self help groups under this scheme to meet the objective. Loans of H 22,274.46 crores (previous year H 42,900 Crores) and
54EC bonds of H 1,729.61 crores (previous year H 1,161.01 crores).
Indian Railways are now poised to take transformational leap in
the Amrit Kaal of the post-Independence period and fulfill the During the year, the Company constantly diversified its borrowing
vision of 'Viksit Bharat' which includes Modern, faster, available portfolio to meet the target of borrowings mandated by MoR at
on demand passenger services and facilities, a substantial share the most competitive rates and terms. In its endeavor towards
42
diversification of its borrowing portfolio for the first time, IRFC raised Key Ratios
funds through structured term loan for tenor of 20 Years of H 4,000
crores from NABFID (National Bank for Financing of Infrastructural The details of key financial ratios applicable and specific to the
Development). Company are given below:
Company had received approval of Ministry of Finance for issue of

Particulars FY 2022-23 FY 2021-22
54EC Capital Gain Bonds in October 2017, since then, Company
is making all endeavors to increase its market share in 54EC Bond Debt Equity Ratio (in times) 9.21 9.47
market. In 2022-23, Company mobilized around H 1,729.61 crores Operating Profit (in %) 26.98 30.65
through 54EC Bond as against H 1,161.01 crores in 2021-22. PAT (in %) 26.52 30.00
The weighted average cost of the pool of borrowings made by Return on Net Worth (in %) 13 .94 14.85
Company during the year 2022-23 for rolling stock worked out to
7.51 % p.a (semi-annual) as against 6.62% (semi-Annual) during the Human Resources
previous year 2021-22 and WACC for project assets under EBR-IF
worked out to 7.52% for FY 2022-23 as against 6.43% (semi-Annual) At IRFC we believe in a strong value system and best HR
during the previous year 2021-22. During the year under review RBI practices to enhance and improve our capabilities and achieve
has hiked REPO rate from 4% to 6.50%. organizational objectives.
Revenue from operations of Company has increased by H 3,593 As on 31st March 2023 total Manpower of the Company stood at
crores from H 20,298.27 crores in 2021-22 to H 23,891.28 crores in 41. To infuse fresh Manpower in the existing Manpower pool of
2022-23, showing a growth of 17.70%. Profit before Tax (PBT) of the Company, 4 Executives and 3 Non-Executives were inducted
Company for the year ended 31st March 2023 was H 6,337.01 crores in the Company during FY-2022-23 through Direct and Campus
as compared to H 6,090.16 crores for the previous year, registering a Recruitment. Women constituted 19.51% of its total workforce as
growth of 4.05%. on 31st March, 2023.
Company has not made any provision for tax in its books pursuant Effective grievance redressal processes are also structured
to its decision to exercise the option of lower tax rate permitted u/s to keep the trust, respect and confidence of our team intact.
115BAA of the Income Tax Act, 1961, as introduced by the Taxation Company has put in place effective Human Resource acquisition
Laws (Amendment) Ordinance, 2019 dated 20th September, 2019. and maintenance function, which is benchmarked with best
The Company’s taxable income was nil and it did not have to pay corporate practices to meet the organizational need.
Minimum Alternate Tax (MAT) with reference to its Book Profit.
MAT payable u/s 115 JB was outside the ambit of the Section 115 Company implements all directives and guidelines with regard
BAA. Thus, on adoption of Section 115 BAA of the Income Tax to reservation policy issued by Govt. of India. Liaison Officer
Act, 1961, the Company was outside the scope and applicability has been appointed to look into the matter of reservations
of MAT provisions and there was a zero-tax liability in the financial and also the welfare and safeguard of SCs/STs/OBCs/ PwBD/
year 2022-23. EWS employees. Liaison Officer also ensures that there is no
discrimination on the basis of Cast, Religion and disabilities
Profit After Tax for the year ending 31st March 2023 was amongst the employees. IRFC being a Lean Organization has
H 6,337.01 crores as compared to H 6,089.84 crores for the adopted “Open Door Policy” and every employee has been
previous year, registering a growth of 4.06%. given sufficient opportunity to meet and discuss his/her problem
or grievance with the Management. SC/ST constituted 21.95% of
Financial Highlights its total workforce as on 31st March, 2023.
(Figures in J Crores)
In order to enhance the skills, capabilities and knowledge of
YoY employees, a well-defined Training and Development Policy for
Particulars FY 2022-23 FY 2021-22 Change below board level executives and non-executives is in place.
(in %) Employee training and development is an essential element of
Revenue from 23,891.28 20,298.27 17.70 the Company’s strategy. During the year 2022-23, the Company
Operations imparted training to 20 of its employees to various training
EBITDA 23,795.37 20,179.42 17.92 programmes and workshops including inhouse trainings.
PBT 6,337.01 6,090.16 4.05 Company’s Board of Directors consist of professionals with
PAT 6,337.01 6,089.84 4.06 vast experience and high level of expertise in their respective
Net Worth 45,470.31 40,996.34 10.91 field and industry. It will be endeavour of the Company that the
43
whole time Directors and Non-Executive Directors attend training flows originating from the Ministry of Railways or there is a repayment
programmes in order to keep themselves abreast with the latest assurance by Ministry of Railways.
development in the area of finance, accounts etc. During the FY
2022-23 Non-Executive Directors have been imparted training for As per Lease Agreement signed by IRFC with MOR every year,
60 Hrs. cumulatively. interest rate fluctuations are passed on to MoR and the exposure
of the Company to Interest Rate Risk is low. The cash inflow of
IRFC is an equal opportunity employer. Company provides equal the Company is mostly predictable, shielding it substantially
growth opportunities for the women in line with Govt. of India against liquidity related issues.
philosophy on the subject. Being a lean organization, where
Company has 41 employees, women representation has gone Although the foreign exchange fluctuation risk is also passed
across hierarchical levels. Women constituted 19.51% of its total through to MOR, still Company has consistently been adopting
workforce as on 31st March, 2023. As per Govt. of India directives prudent, efficient, and cost-effective risk management strategies
and guidelines from time-to-time, IRFC ensures the welfare of to cover Exchange Rate Variation risk on its overseas borrowings.
women employees.
Internal control systems and their adequacy
Risk Management
The Company has in place adequate internal control systems
Effective risk management is central to ensuring robust and commensurate with the nature and volume of its business to ensure
healthy finance for the Company. The company has a Board statutory and regulatory compliances. The Company has in place
approved Comprehensive Risk Management Policy covering Accounts Manual, Manual for Procurement of Goods, Services
Liquidity Risk, Credit Risk, IT & Operational Risk, Forex Risk and Works and HR Manual. The Company has also implemented
etc. In compliance with the RBI Guidelines, the Company has a policy for temporary placement of surplus funds with the Banks in
constituted Risk Management Committee which comprises order to strengthen its cash management system.
of Chairman & Managing Director (Addl. Charge) & Director
In line with the RBI notification dated Feb 3, 2021, Risk Based
(Finance) and two Independent Directors. As per the extant
Internal Audit (RBIA) policy has been formulated and approved
RBI guidelines the Company has a Chief Risk Officer (CRO) for
by the Board of Directors. A detailed risk based internal audit
overlooking the functions of risk management in the Company.
plan (RBIAP) for financial year 2022-23 was also approved by the
As per the approved policy, the Company has constituted sub- Board as part of RBIA policy. The scope of RBIA is well defined
committees to Risk Management Committee: - and is very exhaustive to take care of all functions and business
of the Company depending upon the risk assessment and control
• For effective monitoring, control and mitigation of financial environment. Based on RBIA report, steps are taken at regular
risk arising due to mismatch in the Asset Liability position, intervals to further strengthen the existing systems and procedures.
Asset Liability Management Committee (ALCO) is in place. The significant observations are discussed in the Audit Committee
ALCO is responsible for monitoring liquidity and market Meetings regularly. IRFC has developed Comprehensive Risk
risks. Management Policy, Credit Policy, Information Technology Policy
and Information Security Policy.
• To assess and mitigate the foreign exchange fluctuation risk
and interest rate risk in External Commercial Borrowings, The Statutory Auditors of the Company are appointed by
Forex Risk Management Committee is in place. Comptroller and Auditor General (C&AG) of India, and the
appointment is rotated periodically. Besides, the accounts of
• To assess and mitigate operational and IT risks of the the Company are subject to supplementary audit by the office
Corporation, IT & Operational Risk Management Committee of C&AG, as required under the Companies Act. The C&AG also
is in place. conducts propriety audit of the Company.
Minutes of the meetings of the above Sub-committee(s) along Besides, as mandated under Companies Act, 2013, the
with the action taken are placed before the Risk Management Statutory Auditors have certified as part of their Audit Report, the
Committee and the proceedings of the Risk Management effectiveness of Internal Financial Control over financial reporting.
Committee meetings are placed before the Board of Directors .
As our company is mostly funding for augmenting rail infrastructure Management Outlook
by way of a leasing approach to fund rolling stocks and project
assets to Ministry of Railways, it being sovereign entity, the credit risk The outlook for IRFC in FY 2023-24 is centred around
is minimal. The Company's selective forays into other areas in the strengthening its robust business model and fostering a strong
form of loans to Rail Vikas Nigam Limited and IRCON International relationship with the Ministry of Railways (MoR). Over the years, the
Limited are suitably ringfenced, as the same has either the cash company has witnessed substantial growth in its business with the
44
MoR with the cumulative funding to the railway sector crossing the Company has also signed a Memorandum of Understanding
H 5.50 lakh crores mark with Assets Under Management reaching (MoU) with India Infrastructure Finance Company Ltd. (IIFCL),
H 4.66 lakh crores at the end of March 2023. a Public Sector Enterprise under the Ministry of Finance, to
strengthen cooperation in financing railway infrastructure projects
To strengthen the business model, IRFC is taking steps towards with forward and backward linkages to Railways sector.
business diversification. The company is actively exploring
projects for funding within the sovereign space and government In line with India's focus on infrastructure spending to reach its
projects linked to Railways. IRFC's mandate allows it to provide target GDP of USD 5 trillion by FY25, IRFC is committed to raising
financial assistance to entities and projects with forward and funds from the financial market at the most competitive rates and
backward linkages with Railways. terms. The government's National Infrastructure Pipeline (NIP)
and PM Gatishakti initiative lay the groundwork for comprehensive
Company has signed a Memorandum of Understanding (MoU) and integrated infrastructure development in the country. IRFC,
with RITES Ltd. The MoU aims for identifying mutual areas of as a premier financial institution with a track record of NIL NPA
collaboration for expanding IRFC’s role in providing financial and capability to mobilize large funds from both domestic and
assistance to projects/ institutions that have got backward and or offshore markets can play a significant role in supporting India's
forward linkages with Railways and by RITES providing assistance infrastructure sector, driving economic development and growth.
to IRFC in ascertaining the financial & technical viability of projects,
providing advisory & consultancy services.
45
ANNEXURE – II
Report on Corporate Governance

This report is prepared in accordance with the provisions of and high level of investor / lender satisfaction through timely
the SEBI (Listing Obligations and Disclosure Requirements) debt servicing and grievance settlement.
Regulations, 2015, the Companies Act, 2013, Secretarial
To foster best Corporate Governance practices, the
Standards issued by the Institute of Company Secretaries of
Company has formulated a “Code of Business Conduct
India (“Secretarial Standards”) and Guidelines on Corporate
and Ethics for its Board Members and Senior Management”
Governance issued by Department of Public Enterprises (DPE).
which seeks to bring high level of ethics and transparency
The Report contains details of Corporate Governance systems
in managing its business affairs. The same has also been
and processes at Indian Railway Finance Corporation Limited
hosted on the website of the Company at https://irfc.co.in//.
(IRFC/Company).
Corporate Governance is the application of best management 2. Board of Directors

practices, compliance of laws & adherence of ethical standards
to achieve the Company’s objective of enhancing stakeholders’ The Board of Directors of IRFC comprises of eminent persons
value and discharge of social responsibility. having requisite qualifications, experience and expertise, to
manage the business of the Company in an efficient and
IRFC is in compliance with relevant provisions contained in the effective manner. The Board oversees fulfilment of corporate
Companies Act, 2013, SEBI (LODR) Regulations, 2015, Secretarial objectives by providing leadership and guidance.
Standards issued by the Institute of Company Secretaries of
India (“Secretarial Standards”) and Guidelines on Corporate IRFC is a Government Company within the meaning of
Governance for Central Public Sector Enterprises (hereinafter Section 2 (45) of the Companies Act, 2013 as the President
referred to as Government Guidelines), issued by Department of India acting through its administrative Ministry i.e., Ministry
of Public Enterprises. The Company is also complying with the of Railway’s (MoR) holds 86.36% of the total paid-up share
Circular, to the extent applicable, dated 1st July, 2015 issued capital of the Company as on March 31, 2023 and as per
by Reserve Bank of India under their Master Circular – “Non- Articles of Association of the Company, the power to appoint
Banking Financial Companies – Corporate Governance (Reserve Directors vests with the President of India. Further, in terms
Bank) Directions, 2015”. In this connection, relevant details are of Articles of Association of the Company, the number of
furnished below: - Directors of the Company shall not be less than three and
not more than fifteen.
1. Company’s Philosophy on the Code of Further, Pursuant to RBI’s Master Directions and on the
Governance recommendation of NRC, the Board has also adopted a
“Policy on ‘fit & proper’ criteria of Directors” effective from
Corporate Governance is about maintaining valuable
10th November 2022. As per Policy on ‘fit & proper’ criteria
relationship and trust with all stakeholders with the commitment
of Directors, Nomination & Remuneration Committee of the
to maximize their value. Our commitment towards following
Company is required to obtain annually the information/
good Corporate Governance practices is based upon
declaration and take note of Deed of Covenants from the
transparency, fairness, conscience, teamwork, professionalism
Director(s) as per the format prescribed in the said policy.
and accountability. This paves the way for following the best
The same was noted by NRC Committee.
standards and building confidence among our stakeholders,
which is necessary to achieve our objectives. The policy is available on the website of the Company at
https://irfc.co.in/sites/default/files/policies/IRFC%20FIT%20
Company looks upon Corporate Governance as an
PROPER%20CRITERIA%20POLICY.pdf
enterprise-wide endeavour targeted at value creation in the
form of striking optimum balance between the profit it earns 2.1 Composition of the Board
for its Shareholders and the spread it charges from Ministry
of Railways on the cost of funds transferred to them. This SEBI (LODR) Regulations, 2015, stipulates that the
is sought to be achieved by conducting the business in a Composition of Board of Directors of the company shall
professional manner, using a combination of delegation and have an optimum combination of executive and non-
accountability amongst key executives in the Company; executive directors with at least one-woman independent
focused attention and transparency in operations of the director and not less than fifty percent of the Board of
Company; skill upgrades through need-based training, etc.; Directors comprising of non-executive directors.
46
As at the end of financial year 31st March, 2023, there financial year 2022-23 were insufficient as compared
are 5 (Five) Directors on the Board of the Company. to the number of independent directors required to be
Board comprises of Chairman & Managing Director on the Board as per SEBI (LODR) Regulations, 2015,
(Addl. Charge) and Director (Finance), Two Non-Official/ as the power to appoint Directors on the Board of
Independent Director(s) and Two Government Nominee IRFC vest with the President of India acting through
Director(s). As provided in the Articles of Association of Administrative Ministry i.e., Ministry of Railways (MoR).
IRFC, the appointment of Directors and payment of their Thus, the Company from time to time has requested
remuneration are determined by the President of India. Ministry of Railways (MOR) to appoint requisite number
of Independent Directors on the Board of the Company
None of the Directors of the Company is related to in order to comply with SEBI (LODR), Regulations, 2015
each other and are independent of the Management. and DPE Guidelines.
The number of independent directors during the
The details of Board of Directors as on 31st March, 2023 are as follows: -
Details of Directors Date of

Category (Functional/ Name Appointment
Designation on the Board
Official/ Non-official)
1. Whole Time Director Chairman & Managing Director (Addl. *Ms. Shelly Verma 01.09.2020
Charge) and Director (Finance)
2. Govt. Nominee Directors Govt. Nominee Director Shri Baldeo Purushartha 03.06.2020
Govt. Nominee Director Shri Bhaskar Choradia 27.11.2020
3. Non-official Part-time Non-official Part-time Director Shri Vallabhbhai Maneklal 10.11.2021
Directors (Independent Director) Patel
Non-official Part-time Director Smt. Sheela Pandit 22.11.2021
(Independent Director)
* Ms. Shelly Verma, Director (Finance) has been entrusted with Additional Charge of the post of CMD, IRFC w.e.f 15.10.2022 vide Ministry of Railways (MoR),
Government of India order no 2018/E(O)II/40/19 dated 6th May 2023.
2.2 The details of composition of the Board as on 31st March 2023, including changes therein that took place during
the financial year 2022-23 and details of Directorships and Committee positions held by the Directors in other
companies and attendance at the Meetings of the Board of Directors held in FY 2022-23 are given below:
No. of No. of other Companies

Meeting Attendance Directorship held in other
No. of % of Directorship in which Membership or
held during at the Listed Companies &
Name of the Board Attendance held on Chairmanship of Committee
respective last AGM Category as on 31.03.2023
Directors Meetings of Board 31.03.2023 held on 31.03.2023*
tenure of (held on
attended Meeting in other Name of Name of
Directors 23.09.2022) Chairmanship Membership
Companies Companies Directorship
Whole Time Directors
Shri Amitabh 3 3 100% Yes None None None None None
Banerjee
Chairman &
Managing
Director/ IRFC
From 12.10.2019
to 15.10.2022**
Ms. Shelly Verma 8 8 100% Yes None None None None None
Chairman &
Managing Director
(Addl. Charge) and
Director (Finance)
/ IRFC From
01.09.2020**
47
No. of No. of other Companies

Meeting Attendance Directorship held in other
No. of % of Directorship in which Membership or
held during at the Listed Companies &
Name of the Board Attendance held on Chairmanship of Committee
respective last AGM Category as on 31.03.2023
Directors Meetings of Board 31.03.2023 held on 31.03.2023*
tenure of (held on
attended Meeting in other Name of Name of
Directors 23.09.2022) Chairmanship Membership
Companies Companies Directorship
Non-executive Directors (Government Nominees)

Shri Baldeo 8 8 100% Yes 4 None None None None
Purushartha
Government
Director From
03.06.2020
Shri Bhaskar 8 8 100% Yes None None None None None
Choradia
Government
Director From
27.11.2020
Independent Directors
Shri Vallabhbhai 8 8 100% Yes 1 None None None None
Maneklal Patel
Independent
Director From
10.11.2021
Smt. Sheela Pandit 8 8 100% Yes None None None None None
Independent
Director From
22.11.2021
* This includes chairmanship/membership of Audit Committee and Stakeholders Relationship Committee. No Director of the Company is a member in more than
ten (10) Committees or acts as Chairperson of more than five (5) Committees across all companies in which he/she is a director.
** Ministry of Railways (MoR), Government of India vide order no 2018/E(O)II/40/19 dated 6th May 2023has communicated the Pre-mature termination of the
services of Shri Amitabh Banerjee from the post of CMD, Indian Railway Finance Corporation Limited (IRFC) w.e.f. 15.10.2022 and entrusted Additional Charge
of the post of CMD, IRFC to Ms. Shelly Verma, Director (Finance) for a period of one (1) year w.e.f 15.10.2022 or until further orders whichever is earlier.
The Company follows a methodized process of holding Meetings of the Board & Committees are generally
Board and Committees meetings. The meeting dates held at the registered office, during office hours, with
are usually finalized in consultation with all the Directors active use of video conferencing. During the meetings,
well in advance, to ensure their full presence and officials from senior management are also called, if
maximum participation of all concerned. The agenda required, to make presentation or provide additional
notes are circulated within statutory timelines through inputs on any agenda items. There is a post-meeting
electronic or physical mode, as preferred by the follow-up system of Action Taken Report (ATR), where
respective Director. The Company sends electronic action taken on earlier decisions / deliberations of the
agenda notes for Board & Committee meetings to the Board or Committees thereof, are submitted for review
Directors to enable paperless access. Price sensitive in the subsequent meetings. The Company complies
information is circulated separately before the meeting with the Secretarial Standards issued by the Institute of
by complying with the applicable statutory provisions. Company Secretaries of India (ICSI).
As per business requirements, at times resolutions are 2.3 Meetings of Board of Directors
also passed by circulation, which are noted in the next
Board meeting. In the event of urgent business needs, The Board of Directors has been holding its meetings
meetings are sometimes called at a shorter notice, regularly. 8 (Eight) such meetings were held during FY 2022-
following the prescribed procedure. 23 on 22nd April, 2022, 20th May, 2022, 10th August, 2022,
18th October, 2022, 10th November, 2022, 28th December,
Inclusion of any matter in the agenda of Board or 2022, 13th February, 2023 and 24th March, 2023.
Committee meetings is considered as per internal
process and decided by the CMD. Agenda notes contain 2.4 No director of the Company is inter-se related to
summary of the matter, along with detailed information any other director on the Board.
about the proposal, including draft resolution(s) to be
There is no inter-se relationship between the Directors
approved.
of the Company. As on 31st March, 2023, the Director’s
shareholding is Nil.
48
2.5 Familiarization programme for Independent terms of SEBI (LODR) Regulations, 2015, Schedule IV of
Directors Companies Act, 2013 and as per the Guidelines issued
by DPE on Roles & Responsibilities of Non-Official
The Company familiarizes its Independent Directors Directors (Independent Directors) of CPSEs. All the
about the nature of business & operations, strategy and Independent Directors attended the said Meeting. In this
performance of the Company, their role & responsibilities meeting, Independent Directors took note of roles and
as Independent Directors and other relevant topics responsibilities of non- official directors on the Board of
from time to time. During the period under review, CPSE issued by DPE, Code of Independent Directors as
Independent Directors has attended various training prescribed under schedule IV of Companies Act, 2013
programmes. The details of familiarization programmes and assessed the quality, quantity and timeliness of flow
imparted to Independent Directors are displayed on of information between the Company management and
the Company’s website. The details are available at the Board which is necessary for the Board to effectively
https://irfc.co.in/investors/independent-directors- and reasonably perform their duties.
familiarization-programme.
Directors and Officers insurance
2.6 A chart or matrix setting out the skills / expertise/
competencies identified of the board and name The Company has undertaken Directors and Officers
of directors having such skills/ expertise/ insurance (‘D and O insurance’) for all its directors,
competencies as required in the context of including independent directors, for a quantum and
its business (es) and sector(s) for an efficient risks as determined by the Board of Directors of the
functioning Company.
IRFC, being a Govt. Company within the meaning of 2.8 Information placed before the Board
Section 2(45) of the Companies Act, 2013 the power
to appoint functional / Official Part-time Directors / non- Information placed before the Board of Directors
Official Part-time Directors (Independent Directors) vests from time to time broadly includes items specified in
with the Government of India. Thus, skills / expertise / the Companies Act, SEBI Regulations, Government
competencies of an incumbent are within the purview of Guidelines and any other information considered
Govt. of India. relevant and useful in facilitating meaningful and focused
deliberations on issues concerning the Company and
2.7 All the Independent Directors in the meeting of the taking decisions in an informed and efficient manner.
Board of Directors of the Company gave a declaration Additionally, Directors on the Board are free to seek and
that they meet the criteria of independence as access all information pertaining to the business of the
provided under Section 149(6) of the Companies Act, Company, as and when required. In case of urgency,
2013, SEBI (LODR) Regulations, 2015 and DPE’s resolutions are passed by circulation, which are noted
Guidelines on Corporate Governance for CPSEs. The by the Board in their next Meeting. Minutes of the
Board of Directors in the said meeting confirmed that Meetings of the Committee(s) constituted by the Board
the Independent Directors of the Company fulfil the are also placed in their next Meeting (of the Board) for
conditions specified in Companies Act, 2013, SEBI their information and noting.
(LODR) Regulations, 2015 and DPE’s Guidelines on
Corporate Governance for CPSEs and are independent 2.9 Retirement by rotation at the ensuing 36th AGM
of the management. No Independent Director has
In accordance with the provisions of the Companies Act,
resigned during the FY 2022-23.
2013 and Articles of Association of the Company, Shri
In the opinion of the Board, the Independent Director Bhaskar Choradia, Govt. Nominee Director shall retire
possess the requisite expertise and experience and are by rotation at the ensuing 36th AGM of the Company
the persons of high integrity and repute. The Independent and being eligible, offers himself for re-appointment.
Directors have registered themselves in Independent
The brief resume and other particulars of Shri Bhaskar
Directors Databank with IICA and shall take the online
Choradia, including his expertise in various functional
proficiency test and within the prescribed period.
areas and other relevant information, is appearing in
Both the Independent Directors have submitted their the Annexure to Notice of the ensuing 36th AGM forming
declaration of independence to the Board of Directors. part of this Annual Report.
Separate Meeting of Independent Directors 2.10 Committees of Board
The Separate Meeting of Independent Directors for The Board of Directors functions either as full Board,
the FY 2022-23 was held on 22nd December, 2022 in or through various Committees constituted to oversee
49
specific areas of business and governance. Each Committee is guided by its terms of reference approved by the Board,
which define its composition, scope and powers. The Committees meet regularly and as per requirement, to make informed
decisions under their assigned area of work, within the authority delegated to them.
The minutes of meetings of all Committees are placed before the Board for information and noting, as per applicable statutory
requirements. Detailed terms of reference of Committees, including details of meetings, attendance etc., are appearing in the
subsequent paras.
3. Audit Committee
The Company has constituted an Audit Committee (“AC”) in line with the provisions of Section 177 of the Companies Act, 2013
read with Regulation 18 of SEBI (LODR) Regulations, 2015 and the Government Guidelines.
As on 31st March, 2023, the Audit Committee comprised of the following Directors:
Sr.
Name of Director Nature Status
No.
(i) Shri Vallabhbhai Maneklal Patel Independent Director Chairman
(ii) Smt. Sheela Pandit Independent Director Member
(iii) Shri Bhaskar Choradia Nominee Director Member
Company Secretary acts as Secretary to the Audit Committee.
During the financial year 2022-23, Five (5) Meetings of the AC were held on 20th May, 2022, 10th August, 2022, 10th November,
2022, 13th February, 2023 and 21st March, 2023.
Participation of the Members in these Meetings is outlined below: -
Sr. Name of the Member(s) Number of Meetings

Name of the Member(s) of the Audit Committee
No. of the Audit Committee attended
1. Shri. Amitabh Banerjee* 2 2
2. Shri Bhaskar Choradia** 3 3
3. Shri Vallabhbhai Maneklal Patel 5 5
Non-Official / Independent Director
4. Smt. Sheela Pandit 5 5
Notes:-
* Shri Amitabh Banerjee ceased to be member of the Committee w.e.f 15th October, 2022.
** Shri Bhaskar Choradia appointed as member of the Committee w.e.f 18th October, 2022.
Terms of Reference of the Audit Committee specified by the Board are in conformity with the requirements of Section 177 of the
Companies Act, 2013 read with Regulation 18 and part C of schedule II of SEBI (LODR) Regulations, 2015. The terms of reference
are as follows: -
A. The role of the audit committee shall include the following:
1. oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
2. taking on record the appointment of auditors of the Company by the Comptroller and Auditor General of India,
recommendation for remuneration, terms of appointment of auditors of the Company based on the order of Comptroller
and Auditor General of India and to review the follow-up action taken on the audit observations of the C&AG audit;
3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;
50
4. reviewing, with the management, the annual 13. reviewing the adequacy of internal audit function,
financial statements and auditor's report thereon if any, including the structure of the internal audit
before submission to the board for approval, with department, staffing and seniority of the official
particular reference to: heading the department, reporting structure
coverage and frequency of internal audit;
a) matters required to be included in the director’s
responsibility statement to be included in the 14. discussion with internal auditors of any significant
board’s report in terms of clause (c) of sub- findings and follow up there on;
section (3) of Section 134 of the Companies
15. reviewing the findings of any internal investigations
Act, 2013;
by the internal auditors into matters where there
b) changes, if any, in accounting policies and is suspected fraud or irregularity or a failure of
practices and reasons for the same; internal control systems of a material nature and
reporting the matter to the board;
c) major accounting entries involving estimates
based on the exercise of judgment by 16. discussion with statutory auditors before the audit
management; commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any
d) significant adjustments made in the financial
area of concern;
statements arising out of audit findings;
17. to look into the reasons for substantial defaults in
e) compliance with listing and other legal
the payment to the depositors, debenture holders,
requirements relating to financial statements;
shareholders (in case of non-payment of declared
f) disclosure of any related party transactions; dividends) and creditors;
g) modified opinion(s) in the draft audit report; 18. to review the functioning of the whistle blower
mechanism;
5. reviewing, with the management, the quarterly
financial statements before submission to the 19. approval of appointment of chief financial officer
board for approval; after assessing the qualifications, experience and
background, etc. of the candidate;
6. reviewing, with the management, the statement of
uses / application of funds raised through an issue 20. Carrying out any other function as specified by the
(public issue, rights issue, preferential issue, etc.), Board from time to time;
the statement of funds utilized for purposes other
21. reviewing the utilization of loans and/ or advances
than those stated in the offer document / prospectus
from/investment by the holding company in the
/ notice and the report submitted by the monitoring
subsidiary exceeding rupees 100 crores or 10% of
agency monitoring the utilisation of proceeds of
the asset size of the subsidiary, whichever is lower
a public issue or rights issue or preferential issue
including existing loans / advances / investments
or qualified institutions placement, and making
existing as on the date of coming into force of this
appropriate recommendations to the board to take
provision;
up steps in this matter;
22. consider and comment on rationale, cost- benefits
7. reviewing and monitoring the auditor’s
and impact of schemes involving merger,
independence and performance, and effectiveness
demerger, amalgamation etc., on the Company
of audit process;
and its shareholders.
8. approval or any subsequent modification of
B. The audit committee shall mandatorily review the
transactions of the Company with related parties;
following information:
9. scrutiny of inter-corporate loans and investments;
1. management discussion and analysis of financial
10. valuation of undertakings or assets of the Company, condition and results of operations;
wherever it is necessary;
2. management letters / letters of internal control
11. evaluation of internal financial controls and risk weaknesses issued by the statutory auditors;
management systems;
3. internal audit reports relating to internal control
12. reviewing, with the management, performance of weaknesses;
statutory and internal auditors, adequacy of the
internal control systems;
51
4. the appointment, removal and terms of 4. Nomination & Remuneration Committee

remuneration of the chief internal auditor shall be
subject to review by the audit committee; The Company is a Central Public Sector Undertaking
(“CPSE”), as per the Articles of Association of the Company,
5. statement of deviations: the appointment, tenure and remuneration of Chairman &
Managing Director, Whole Time Directors and other Directors
a. quarterly statement of deviation(s) including
are decided by the President of India and communicated
report of monitoring agency, if applicable,
by the administrative ministry i.e., MoR. Company has
submitted to stock exchange(s) in terms of
constituted a Nomination and Remuneration Committee
Regulation 32(1) of the SEBI Listing Regulations;
(“NRC”) pursuant to the provisions of the Companies Act,
b. annual statement of funds utilized for purposes 2013, DPE’s Guidelines on Corporate Governance for
other than those stated in the offer document/ CPSEs, SEBI (LODR) Regulations, 2015 and RBI’s Corporate
prospectus/notice in terms of Regulation 32(7) Governance norms.
of the SEBI Listing Regulations.
As on 31st March, 2023, the Nomination & Remuneration Committee comprised of the following Directors:
Sr.
No.
(ii) Smt. Sheela Pandit Independent Director Member
(iii) Shri Baldeo Purushartha Nominee Director Member
Company Secretary acts as Secretary to the Committee.
During financial year 2022-23, Four (4) Meetings of the NRC Committee were held on 10th November, 2022, 28th December, 2022,
13th February, 2023 and 23rd March, 2023.
Sr. Name of the Member(s) of the Nomination & Number of Meetings Number of Meetings
No. Remuneration Committee held during their tenure attended
1. Shri Baldeo Purushartha 4 4
Nominee Director
The Role and Terms of Reference of the Nomination and 3. Any new scheme of compensation like medical scheme,
Remuneration Committee are as provided under the relevant pension etc. to officers, non-unionized supervisors and
provisions of Companies Act, DPE’s Guidelines on Corporate the employees as the case may be.
Governance for CPSEs, SEBI (LODR) Regulations, 2015 and
RBI’s Corporate Governance norms. The terms of reference 4. Exercising such other roles assigned to it by the
are as follows: provisions of the SEBI Listing Regulations and any other
laws and their amendments from time to time.
1. Decide on the annual bonus/ performance pay/
variable pay pool and policy for its distribution across 5. Taking on record the appointment and removal of
the executives and non-unionized supervisors of our directors, including independent directors, by the
Company. President of India, acting through respective ministries.
2. Formulation and modification of schemes for providing 6. Taking on record the extension, if any, of the term of
perks and allowances for officers and non-unionized the independent directors of our Company, as may be
supervisors. directed by the President of India, acting through the
respective Ministries.
52
7. Taking on record the various policies, if any, promulgated of non-independent directors and chairman and
by the Central Government including policy on diversity performance evaluation of the independent directors by
of board of the directors and criteria for evaluation of the Board, if the concerned departments or Ministries
performance of the directors. have specified these requirements. In this regard, the
Department of Public Enterprises (DPE) has also laid
Performance Evaluation of Directors down a mechanism for performance appraisal of all
Functional Directors. DPE has also initiated evaluation
The requirement of performance evaluation of directors
of Independent Directors.
under Section 178(2) of the Companies Act, 2013 has
been done away with for Government Companies vide
Ministry of Corporate Affairs’ (MCA) Notification dated 5. Stakeholder’s Relationship Committee
5th June, 2015. Further, MCA vide its notification dated
05th July, 2017 has made an amendment in the Schedule In accordance with Section 178(5) of the Companies Act,
IV of the Act, whereby it has exempted Government 2013 read with Regulation 20 of SEBI (LODR) Regulations,
Companies from complying with the requirement of 2015 the Company has constituted Stakeholders
performance evaluation by the Independent Director Relationship Committee (“SRC”).
As on 31st March, 2023, the Stakeholders’ Relationship Committee comprised of the following Directors:
Participation of the Members is outlined below: -

Sr.
No.
(i) Smt. Sheela Pandit Independent Director Chairperson
(ii) Shri Vallabhbhai Maneklal Patel Independent Director Member
(iii) Ms. Shelly Verma Chairman and Managing Director (Addl. Member
Company Secretary acts as Secretary to the Committee.
During financial year 2022-23, One (1) Meeting of the SRC was held on 20th May, 2022.
Sr. Name of the Member(s) of the Stakeholders’ Relationship Number of Meetings Number of
No. Committee held during their tenure Meetings attended
1. Shri Amitabh Banerjee * 1 1
2. Ms. Shelly Verma 1 1
Chairman & Managing Director (Addl. Charge) and Director (Finance)
4. Shri Vallabhbhai Maneklal Patel** 0 0
Notes:-
* Shri Amitabh Banerjee ceased to be member of the Committee w.e.f 15th October, 2022
** Shri Vallabhbhai Maneklal Patel appointed as member of the Committee w.e.f 18th October, 2022.
Name and Designation of Compliance Officer
Shri Vijay Babulal Shirode, Company Secretary acts as Compliance officer of the Company.
Investor Complaints
The complaints / queries / requests received from the Investors are mostly in the nature of non-receipt of interest / dividend,
non-receipt of bond certificates / non-credit of bonds through electronic mode in demat account, clarification on amount of
53
interest/ dividend, updating of bank details, name correction on bond certificate, issue of fresh interest warrant / dividend warrant
in lieu of mutilated warrant, delay in transfer / transmission of bonds, delay in issue of duplicate bond Certificate, rematerlisation/
dematerialization of shares and other matters etc. Investors lodge their complaints / queries / requests to the Company or to
Registrar & Transfer Agent or on the SEBI Scores system i.e., online redressal mechanism. The Company attends to all investor
requests & grievances promptly and on an expeditious basis through its Registrar & Share Transfer Agent.
Information on investor complaints for the year ended 31st March, 2023, is as follows:
Sr.
Particulars Equity Bonds
No.
1 Complaints pending at the beginning Nil Nil
2 Complaints received through correspondence 422 2046
3 Complaints received from the SEBI during the period 13 5
4 Complaints resolved / replied during the period 435 2051
5 Complaints pending at the end Nil Nil
5A. Risk Management Committee
As per requirement of SEBI (LODR) Regulations, 2015, Risk Management Committee (RMC) has been constituted to monitor
and review the risk management plan of the Company and to make recommendations to the Board of Directors for taking up
various risk management activities.
As on 31st March, 2023, the Risk Management Committee comprised of the following directors:
Sr.
No.
(i) Ms. Shelly Verma Chairman & Managing Director (Addl. Chairperson
(ii) Shri Vallabhbhai Maneklal Patel Independent Director Member
(iii) Smt. Sheela Pandit Independent Director Member
During the financial year 2022-23, Five (5) Meetings of RMC were held on 27th June, 2022, 29th September, 2022, 23rd
December, 2022, 8th February, 2023 and 21st March, 2023.
Participation of the Members is outlined below: -
Sr. Name of the Member(s) of the Risk Management Number of Meetings Number of Meetings
No. Committee held during their tenure attended
1. Shri Amitabh Banerjee* 2 2
Chairman & Managing Director (Addl. Charge) and
Director (Finance)
Non- Official/Independent Director
4. Smt. Sheela Pandit** 3 3
Non- Official/Independent Director
Notes:-
* Shri Amitabh Banerjee ceased to be member of the Committee w.e.f 15th October, 2022
** Smt. Sheela Pandit appointed as member of the committee w.e.f 18th October, 2022.
The Role and Terms of Reference of the Risk Management Committee are as follows:
• To formulate a detailed risk management policy which shall include:
54
• A framework for identification of internal and • To keep the board of directors informed about
external risks specifically faced by the listed the nature and content of its discussions,
entity, in particular including financial, operational, recommendations and actions to be taken;
sectoral, sustainability (particularly, ESG related
risks), information, cyber security risks or any other • The appointment, removal and terms of
risk as may be determined by the Committee. remuneration of the Chief Risk Officer (if any) shall
be subject to review by the Risk Management
• Measures for risk mitigation including systems and Committee.
processes for internal control of identified risks.
• The Risk Management Committee shall coordinate
• Business continuity plan.
its activities with other committees, in instances
• To ensure that appropriate methodology, processes where there is any overlap with activities of such
and systems are in place to monitor and evaluate committees, as per the framework laid down by
risks associated with the business of the Company; the board of directors.”
• To monitor and oversee implementation of the 5B. Corporate Social Responsibility Committee
risk management policy, including evaluating the
In accordance with provisions of Section 135 of the
adequacy of risk management systems;
Companies Act, 2013, read with the Government
• To periodically review the risk management policy, at Guidelines, the Company has constituted Corporate
least once in two years, including by considering the Social Responsibility (“CSR”) Committee.
changing industry dynamics and evolving complexity;
As on 31st March, 2023, the CSR Committee comprised of the following Directors:
Sr.
No.
(ii) Ms. Shelly Verma Chairman & Managing Director (Addl. Member
(iii) Smt. Sheela Pandit Independent Director Member
Company Secretary acts as Secretary of the Committee.
During the financial year 2022-23, Four (4) Meetings of the CSR Committee were held on 10th August, 2022, 23rd December,
2022, 13th February, 2023 and 23rd March, 2023.
Sr. Number of Meetings Number of Meetings

Name of the Member(s) of the CSR Committee
No. held during their tenure attended
1. Shri Amitabh Banerjee* 1 1
Chairman & Managing Director (Addl Charge) and
Director (Finance)
3. Shri Bhaskar Choradia** 2 2
Non- Official / Independent Director
5. Smt. Sheela Pandit*** 1 1
Notes:-
* Shri Amitabh Banerjee ceased to be member of the Committee w.e.f 15th October, 2022.
** Shri Bhaskar Choradia appointed as member of the CSR committee w.e.f 18th October 2022 and ceased to be member of the CSR Committee w.e.f 21st
March, 2023.
*** Smt. Sheela Pandit appointed as member of the CSR committee w.e.f 21st March, 2023.
55
5C. IT Strategy Committee • Ascertaining that the management has

implemented processes and practices that ensure
In compliance with the Reserve Bank of India’s Master that the IT delivers value to the business;
Direction for Information Technology Framework
for NBFCs, the Board of Directors of the Company • Ensuring IT investments represent a balance of
constituted the IT Strategy Committee. The primary risks and benefits and that budgets are acceptable;
roles and responsibilities of the IT strategy committee
as mentioned in the RBI’s Master directive is as follows: • Monitoring the method that management uses
to determine the IT resources needed to achieve
• Approving IT strategy and policy documents and strategic goals and provide high-level direction for
ensuring that the management has put an effective sourcing and use of IT resources.
strategic planning process in place;
As on 31st March, 2023, the IT Strategy Committee comprised of the following:
Sr. Name of Member of the IT Strategy Nature Status

No. Committee
(i) Smt. Sheela Pandit Independent Director Chairperson
(ii) Shri Sunil Kumar Goel Group General Manager (Finance) and Member
Chief Financial Officer*
(iii) Shri Ajay Swami General Manager (Finance III)** Member
(iv) Shri Amarendra Sahoo Joint General Manger (IT)*** Member Conveyor
* Group General Manager (Finance) and Chief Financial Officer is designated as Chief Information Officer (CIO)
** General Manager (Finance III) is designated as Chief Information Security Officer (CISO)
*** Joint General Manger (IT) is designated as Chief Technology Officer (CTO)
During the financial year 2022-23, Two (2) Meetings of the Committee were held on 6th October, 2022 and 23rd March, 2023.
Participation of the Members in these Meetings is outlined below:
Sr. Name of the Member(s) of the IT Strategy Number of Meetings Number of Meetings
No. Committee held during their tenure attended
2. Shri Sunil Kumar Goel 2 2
Group General Manager (Finance) and
Chief Financial Officer
3. Shri Ajay Swami 2 2
General Manager (Finance III)
4. Shri Amarendra Sahoo 2 2
Joint General Manger (IT)
Notes: -
• Shri Sunil Kumar Goel designated as Chief Financial Officer of the Company w.e.f 25th May, 2023
5D. Share Transfer Committee
The Share Transfer Committee is constituted to consider the requests for transfer/transmission of shares, issue of duplicate
share certificate, re-materialization, split, consolidation, renewal and issue of duplicate share certificates etc. As on 31st March,
2023 The Committee comprises of Chairman and Managing Director (Addl. Charge) & Director (Finance) and Nominee
Director. During the financial year 2022-23, One meeting of Share Transfer Committee was held on 27th March, 2023 and all
members of the Committee attended the meeting.
56
6. Remuneration
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. Independent Directors are eligible to
receive sitting fees per Board / Committee meeting attended by them in accordance with the provisions of Companies Act, 2013.
Remuneration paid to Functional Directors & Key Managerial Personnel (KMPs)

Remuneration paid by the Company to Functional Directors and Key Managerial Personnel (KMPs) during FY 2022-23 is as follows: -
(H in Mn)
Performance Pension
Sr. Salary & Leave CPF
Name & Designation Linked Perquisites Fund Total
No. Allowances Encashment Contribution
Incentive Contribution
1 Shri Amitabh Banerjee, 4.39 0.38 0.11 1.21 0.42 0.56 7.07
Chairman & Managing
Director*
2 Ms. Shelly Verma, 5.57 2.16 0.13 - 0.46 0.52 8.84
Chairman & Managing
Director (Addl. Charge)
and Director (Finance)*
3 Shri Vijay Babulal Shirode, 1.98 0.17 0.20 0.13 0.16 0.19 2.83
Company Secretary
*Ministry of Railways (MoR), Government of India vide order no 2018/E(O)II/40/19 dated 6th May 2023 has communicated the Pre-mature termination of the services
of Shri Amitabh Banerjee from the post of CMD, Indian Railway Finance Corporation Limited (IRFC) w.e.f. 15.10.2022 and entrusted Additional Charge of the post of
CMD, IRFC to Ms. Shelly Verma, Director (Finance) for a period of one (1) year w.e.f 15.10.2022 or until further orders whichever is earlier.
Notes:-
• Performance Linked Incentive is paid in line with the guidelines issued in this regard by DPE.
• Perquisites does not include Non-taxable Medical Reimbursements and employer’s contribution to Gratuity based on actuarial valuation.
• Pension contribution was deposited in NPS account. Hence, the Employer Pension Contribution is part of salary u/s 17(1) of the Income Tax Act, 1961 in Form 16.
• The Company has not given any stock options. Further, the appointment of Directors and terms of appointment including remuneration, notice period, severance
fees etc., if any, are decided by the President of India.
Remuneration to Government Nominee Directors:
The Government Nominee Directors are nominated on the Board by Ministry of Railways (MoR), do not draw any remuneration
from the Company for their role as director, but draw their remuneration under Central Dearness Allowance (CDA) pay scales from
the Government of India as Government Officials.
Remuneration to Non-Executive Directors:
The Independent Directors are paid sitting fees of H 40,000/- for attending each meeting of the Board of Directors and H 25,000/-
for attending each meeting of the Committee(s) thereof, which is well within the limits prescribed under the Companies Act, 2013
and rules made thereunder. During the financial year 2022-23, the details of remuneration paid to Independent Directors towards
sitting fees (excluding GST), were as under: -
(H in Mn)
Sr. Sitting Fees
Name of Non - Executive Director Total
No. Board Meeting(s) Committee Meeting(s)
1 Shri Baldeo Purushartha - - -
Nominee Director
2 Shri Bhaskar Choradia - - -
Nominee Director
3 Shri Vallabhbhai Maneklal Patel 0.32 0.475 0.795
4 Smt. Sheela Pandit 0.32 0.425 0.745
Non-Official /Independent Director
Total 0.64 0.9 1.54
Notes:-
• The Government Nominee Director(s) are not entitled to any remuneration or sitting fees from the Company, as per the norms
of the Government of India.
57
Apart from the above, the Non-Executive Directors do not have any material pecuniary relationship or transaction with the
Company, except to the extent of payment / reimbursement towards air tickets, hotel accommodation, hiring of vehicle, out-of-
pocket expenses, local conveyance etc., if applicable, in respect of attending meetings of the Board or Committees thereof.
7. General Body Meetings
Details of venue and timing of last three Annual General Meetings (AGM) are as under: -
AGM Financial
AGM Date Venue Time Whether any special resolution passed
No. Year
35th 2021-22 23rd Room Nos. 1316 - 1349, 3:00 P.M. Two Special Resolutions were passed:
September, 3rd Floor, The Ashok, • Appointment of Shri Vallabhbhai Maneklal Patel
2022 Diplomatic Enclave, 50-B, (DIN: 07713055) as Non- Official / Independent
Chanakyapuri, New Delhi Director
– 110021 through Video
• Appointment of Smt. Sheela Pandit (DIN:
Conferencing
09403193) as Non- Official/Independent Director
34th 2020-21 29th Room Nos. 1316 - 1349, 3:00 P.M. Two Special Resolutions were passed:
September, 3rd Floor, The Ashok, • Increase in borrowing Powers of the Board of
2021 Diplomatic Enclave, 50-B, Directors of IRFC in terms of Section 180(1)(c) of
Chanakyapuri, New Delhi the Companies Act, 2013
– 110021 through Video
• Increase in ceiling for creation of charge in terms
Conferencing
of Section 180(1)(a) of the Companies Act, 2013.
33rd 2019-20 30th UG –Floor, East Tower, 3:00 P.M. Three Special Resolutions were passed:
September, NBCC Place, Bhisham • Alteration of certain Articles of Association of the
2020 Pitamah Marg, Lodhi Company
Road , Pragati Vihar, New
• Increase in Authorized Share Capital
Delhi-110003
• Initial Public Offer (IPO) of Equity Shares by IRFC
Extra -Ordinary General Meeting • Annual Report;
No Extra -Ordinary General Meeting was held during the • Financial Information;
financial year ended on 31st March, 2023. • Shareholding Pattern;
Postal Ballot • Corporate Governance Reports;
During the year under review, no resolution was passed • Investors Presentations and Transcripts of conference
through postal ballot. However, if required, the same shall calls/analyst meets;
be passed in compliance of provisions of Companies Act, • Intimations to Stock Exchanges from time to time;
2013, Listing Regulations or any other applicable laws.
• Debenture Trustee details;
8. Means of Communication • Annual Return;

• Investor Contact details;
Company communicates with its shareholders through its
Investors Call, Annual Report, General Meetings, disclosures • MoU’s;
through its website and Publication of Audited/Unaudited
• Independent Directors Familiarization Programme;
Financial Results in newspapers. Information, latest updates
and announcements regarding the Company can be • Credit Rating
accessed at the company’s website: https://irfc.co.in/ which
• Investor Service- Forms
includes the following:
58
Company also communicates with its institutional ii) Financial Year

shareholders through a combination of analysts briefing,
individual discussions and also participation in investor Financial year of the Company spans the period 1st April
conferences from time to time. Financial Results are to 31st March of the following year.
discussed by way of conference calls, regularly.
iii) Payment of Dividend
Information Memorandum in respect of issuance of the
The Company paid an interim dividend of H 0.80/- on
bonds of the Company has been hosted on the website of
equity share of J 10/- each (i.e., @ 8% on the paid-up
National Stock Exchange of India Limited (NSE) and BSE
equity share capital) which has been declared by the
Limited (BSE). Annual Accounts of the Company are also
Board of Directors in its meeting held on 10th November,
available on the website of the Company. Further, website
2022. Further, the Board of Directors has recommended
of the Company hosts all important information for investors
the final dividend of H 0.70/- on equity share of J 10/-
and stakeholders.
each (i.e., @ 7% on the on the paid-up equity share
capital) for FY 2022-23 which is subject to shareholders
9. General Shareholder’s Information approval at the ensuing 36th AGM. If approved
Payment will be effected within 30 days from date of
i) Annual General Meeting: Annual General Meeting. Member(s) holding shares in
electronic form are requested to register/update their
The 36th Annual General Meeting of the Shareholders
E-mail ID with concerned Depository Participants and
will be held through video conferencing / other audio-
Members holding shares in physical are requested to
visual means on the following day, date and time: -
register/update their E-mail ID with Company's Registrar
Day Date Time & Share Transfer Agent at [email protected] or
to company at [email protected] which will be used
Friday 22nd September, 2023 3:00 PM (IST)
for sending official documents through e-mail in future.
Details regarding participation in the said meeting and
Pursuant to SEBI (LODR) Regulations, 2015, the
other relevant information are appearing in the Notice
company has formulated a “Dividend Distribution
of the 36th Annual General Meeting of the Company
Policy” and the same is available on website of the
forming part of this Annual Report.
Company at https://irfc.co.in/investors-2/.
Unpaid/Unclaimed Dividend
The details of unpaid/ unclaimed balance amount of dividend as on 31st March, 2023 is as follows: -
(H in Mn)
Type of
Financial Year Unpaid/Unclaimed Dividend Amount
Dividend
2020-21 Interim 5.84
2021-22 Interim 3.80
2021-22 Final 2.83
2022-23 Interim 3.13
Further, Members are requested to note that, pursuant Section 125 of Companies Act, 2013 read with Rules of
to Section 124(5) of the Companies Act 2013, the IEPF Authority (Accounting, Audit, Transfer and Refund)
dividend amounts and amounts of principal and interest Rules, 2016 {IEPF Rules}, all the matured debentures
thereon in respect of debt securities, which remain along with interest accrued on the debentures which
unpaid/unclaimed for a period of seven (7) years, are has remained unclaimed and unpaid for a period of
to be transferred to the Investor Education & Protection seven years from the date it became due for payment
Fund (IEPF) of the Central Government. shall be transferred to IEPF. The Details of Unpaid/
Unclaimed Dividend is also available on Company’s
The shares in respect of such unclaimed dividends are website at https://irfc.co.in/.
also liable to be transferred to the demat account of the
IEPF Authority. In view of this, Members are requested to Nodal Officer
claim their dividend amounts and amounts of principal
and interest thereon in respect of debt securities from the Pursuant to Rule 7(2A) of the IEPF Rules, the following
Company, within the stipulated timeline. Further, as per persons are the Nodal Officers of the Company in
respect of IEPF matters:
59
Designation Name
Nodal Officer for IEPF Shri. Vijay Babulal Shirode
Company Secretary & Compliance Officer
Deputy Nodal Officer for IEPF Smt. Nithya Varadharajan
Manager (Finance)
iv) Listing on Stock Exchange
IRFC equity shares are listed on the following Stock Exchanges:
National Stock Exchange of India Limited BSE Limited

Listing department, Exchange Plaza, Bandra- Kurla Listing Dept / Dept of Corporate Services, PJ Towers, Dalal Street,
Complex, Bandra (E) Mumbai- 400 051 Mumbai -400 001
Website: www.nseindia.com Website: www.bseindia.com
Scrip Symbol: IRFC Scrip Code: 543257
Stock Code: ISIN- INE053F01010
The Company has paid the Annual Listing Fees for the financial year 2022-23 to National Stock Exchange of India Limited and
BSE Limited, in relation to its listed securities.
Further, various Non-Convertible Debt Securities of the Company are also listed on the Stock Exchanges.
Market Price Data
NSE (J) BSE (J)

Month
High Low High Low
April 2022 22.65 21.35 22.70 21.35
May 2022 22.35 21.00 22.35 21.00
June 2022 21.55 19.30 21.55 19.30
July 2022 20.95 19.60 21.00 19.60
August 2022 21.65 20.55 21.60 20.50
September 2022 23.15 20.80 23.15 20.55
October 2022 22.90 21.15 22.90 21.15
November 2022 37.10 22.45 37.10 22.45
December 2022 36.50 27.55 36.50 27.60
January 2023 34.60 30.05 34.60 30.15
February 2023 34.15 26.80 34.15 26.80
March 2023 29.50 25.40 29.45 25.45
v) Stock Exchange Index
NSE NIFTY BSE SENSEX

Month
High Low High Low
April 2022 18114.70 16824.70 60845.10 56009.07
May 2022 17132.90 15735.80 57184.21 52632.48
June 2022 16793.90 15183.40 56432.65 50921.22
July 2022 17172.80 15511.10 57619.27 52094.25
August 2022 17992.20 17154.80 60411.20 57367.47
September 2022 18096.20 16747.70 60676.12 56147.23
October 2022 18022.80 16855.60 60786.70 56683.40
November 2022 18816.10 17959.20 63303.01 60425.47
December 2022 18887.60 17774.25 63583.07 59754.10
January 2023 18251.95 17405.55 61343.96 58699.20
February 2023 18134.75 17255.20 61682.25 58795.97
March 2023 17799.95 16828.35 60498.48 57084.91
60
vi) The Securities of the Company has not been suspended from trading.
vii) Registrar and Transfer Agents:
EQUITY SHARES BONDS

M/s. Beetal Financial & Computer Services (P) Ltd. M/s. KFin Technologies Private Limited
3rd Floor 99 Madangir, Behind Local Shopping Centre, Near Selenium Tower B, Plot Nos. 31 & 32, Financial District
Dada Harsukhdas Mandir,New Delhi- 110062 Nanakramguda Serilingampally Mandal, Hyderabad –
Email id: [email protected] 500032, India
Ph. No : 91-11-2996 1281-83 Email id: [email protected]
Website: www.beetalfinancial.com Ph. No : +91 040 6716 1598,
Toll Free No: 1800-345-4001
Website: www.kfintech.com
viii) Share Transfer System In view of the above, Members holding shares in physical
form are requested to submit the required forms along
As per Regulation 40 of SEBI (LODR) Regulations, 2015 with the supporting documents at the earliest. Members
as amended, securities of listed companies can be who hold shares in dematerialised form and wish to
transferred only in dematerialized form. Further, investor update their PAN, KYC, Bank details and Nomination, are
service requests such as transmission, transposition, requested to contact their respective DPs.
renewal, exchange, sub-division, consolidation and issue
of duplicate certificates etc., the securities shall be issued Further, Shareholders holding shares in physical form
in dematerialized form only. Accordingly, all shareholders are requested to ensure that their PAN is linked to
are requested to convert their shareholdings from physical Aadhaar to avoid freezing of folios. Such frozen folios
form to demat form at the earliest to reap the benefits shall be referred by RTA/Company to the administering
of dematerialization. Further, pursuant to SEBI Circular authority under the Benami Transactions (Prohibitions)
no. SEBI/HO/MIRSD/MIRSDPoD-1/P/CIR/2023/37 dated Act, 1988 and/or Prevention of Money Laundering Act,
March 16, 2023, SEBI has mandated all listed companies 2002, after December 31, 2025.
to record PAN, Nomination, Contact details, Bank A/c
details and Specimen signature for their corresponding Pursuant to regulation 40(9) & (10) of SEBI (LODR)
folio numbers of holders of physical securities. The folios Regulations, 2015 a certificate on yearly basis
wherein any one of the cited documents/details is not confirming due compliance of shares transfer formalities
available on or after October 1, 2023, shall be frozen by by the Company obtained from a Practicing Company
the RTA. The forms for updation of PAN, KYC, bank details Secretary have been submitted to Stock Exchanges
and Nomination viz., Forms ISR-1, ISR-2, ISR-3, SH-13 within stipulated time.
are available on Company’s website at https://irfc.co.in/.
ix) Distribution of shareholding
Distribution of shareholding as on 31st March, 2023 is as follows: -
Sr.
Amount No. of shareholders % of shareholders No. of shares % of shares
No.
1 1- 500 5,08,025 30.41 83,41,704 0.06
2 501- 1000 1,76,829 10.59 1,55,08,646 0.12
3 1001- 2000 1,49,173 8.93 2,41,65,336 0.19
4 2001- 3000 81,248 4.86 2,14,30,177 0.16
5 3001- 4000 47,682 2.85 1,74,44,514 0.13
6 4001- 5000 71,436 4.28 3,46,48,410 0.27
7 5001- 10000 4,79,641 28.71 31,14,29,544 2.38
8 10001 & Above 1,56,475 9.37 12,63,55,37,669 96.69
Total 16,70,509 100.00 13,06,85,06,000 100.00
61
Shareholding pattern as on 31st March, 2023 is as follows: -
Category Total No. of shares % to total Equity

PROMOTERS 11,28,64,37,000 86.36
RESIDENT INDIVIDUAL 1,16,89,10,340 8.94
MUTUAL FUND 17,83,42,567 1.36
QIB INSURANCE COMPANY REGISTERED WITH IRDA 16,39,28,865 1.25
FPI CATEGORY I BODY CORPORATE 14,85,57,929 1.14
BODY CORPORATE 4,39,66,419 0.34
HUF 3,47,64,790 0.27
NRI REPATRIABLE 1,97,68,250 0.15
NRI NON REPATRIABLE 89,26,712 0.07
BODY CORPORATE LLP 40,66,905 0.03
TRUSTS 28,06,596 0.02
BODY CORPORATE MARGIN TRADING 27,95,439 0.02
BODY CORPORATE CLIENT COLLATERAL ACCOUNT 23,22,233 0.02
CLEARING MEMBER 9,34,862 0.01
FPI CATEGORY II BODY CORPORATE 8,02,129 0.01
MUTUAL FUND CUSTODIAN MUTUAL FUND 7,46,641 0.01
RESIDENT INDIVIDUAL MARGIN TRADING ACCOUNT 2,71,723 0.00
BODY CORPORATE CO-OPERATIVE BODY 1,02,500 0.00
BODY CORPORATE NBFC 35,900 0.00
INDIVIDUAL ASSOCIATION OF PERSONS AOP 8,595 0.00
NRI DR 4,000 0.00
FOREIGN NATIONAL 3,455 0.00
BODY CORPORATE BROKER 0 0.00
FPI CATEGORY II INDIVIDUAL 0 0.00
BODY CORPORATE DOMESTIC DR 1,000 0.00
RESIDENT INDIVIDUAL HUF CM 575 0.00
RESIDENT INDIVIDUAL DR 575 0.00
TRUST OTHER EMPLOYEE BENEFIT TRUST OLD SCHEME 0 0.00
Total 13,06,85,06,000 100
The details of number of shares held in dematerialized and physical form as on 31st March, 2023 are as under:
% to total Capital
Particulars No. of Shares
Issued
NSDL 12,35,05,83,226 94.506
CDSL 71,79,211,74 5.494
Physical 1,600 0.00
Total 13,06,85,06,000 100
x) Outstanding GDR and ADR Warrants or any with foreign currency borrowings. The Company enters
convertible instruments, conversion date and into hedging transactions to cover exchange rate
likely impact on equity and interest rate risk through various instruments like
forwards, options and swaps.
No GDR and ADR Warrants/Convertible Instruments
have been issued by the Company. xii) Location of IRFC Plants
xi) Commodity price risk or foreign exchange risk and IRFC has no plants as it is into the business of Lease &
hedging activities Project Financing.
Your Company has put in place the Comprehensive

Risk Management policy to manage risks associated
62
xiii) Address for correspondence: 10. Disclosures

Registered Office i. The Company has not entered into any materially
Indian Railway Finance Corporation Limited significant related party transaction that may have
CIN - L65910DL1986GOI026363 any potential conflict with the interest of the Company.
UG Floor, East Tower, NBCC Place, Bhisham Pitamah Further, the Company did not enter into any significant
Marg, Pragati Vihar, Lodhi Road, New Delhi-110003 related party transactions with board members where
they had personal interest. Further, the transactions
Company Secretary & Compliance Officer with Ministry of Railways and / or its entities are in the
Vijay Babulal Shirode ordinary course of business and at arm’s length.
Tel: +91 11-41063717 ii. Details of non-compliance, penalties structure imposed
by stock exchange or any statutory authority or any
xiv) Credit Rating matter related to capital markets, during last three years:
Domestic: • There has been no instance of non-compliance of

any statutory regulation or Government guidelines,
During the financial year 2022-23, the Company’s long- nor there has been any penalties or strictures
term domestic borrowing programme was awarded the imposed on the Company on any matter related
highest credit rating of “CRISIL AAA/ Stable”, “ICRAAAA/ to the capital market and guidelines issued by
Stable and “CARE AAA/Stable . The Company also got Government except as disclosed in the Secretarial
its short-term borrowing programme rated, obtaining Audit Report.
the highest rating of ‘‘CRISIL A1+’’, ‘‘ICRA A1+’’, and
“CARE A1+”. iii. Whistle Blower Policy: - In line with extant best practices
and also under Section 177 of the Companies Act,
International: 2013 read with the relevant Rules and SEBI (LODR)
During the financial year 2022-23, three international Regulations, 2015, the Company has formulated
credit rating agencies – Standard & Poor’s, Fitch and a Whistle Blower Policy, and the same has been
Moody’s – have awarded “BBB- with Stable Outlook”, communicated to all employees of the Company. For
“BBB- with Stable Outlook” and “Baa3 with Stable convenience of all stakeholders, the said policy has
Outlook” ratings respectively to your Company. also been hosted on the website of the Company. No
Besides, the Company obtained an issuer specific personnel of the Company have been denied access to
credit rating of “BBB+ with Stable Outlook” from the the Audit Committee in the context of action under the
Japanese Credit Rating Agency. Each of the four credit Policy. IRFC has a Whistle- Blower Policy which is hosted
ratings is equivalent to India’s sovereign rating and is of on the website of the Company at https://irfc.co.in/sites/
investment grade. default/files/inline-files/Whistle-Blower-Policy.pdf
xv) Reconciliation of Share Capital Audit iv. The Company does not have any Subsidiary.
In terms of Regulation 76 of SEBI (Depositories & v. Pursuant to SEBI (LODR) Regulations, 2015, the
Participants) Regulations, 2018 the Reconciliation company has formulated a “Related Party Transaction
of Share Capital Audit is conducted by a Practicing Policy” and the same is available at https://irfc.co.in/wp-
Company Secretary, who issues quarterly report on the content/uploads/2022/05/Related-Party-Transactions-
total admitted capital with National Securities Depository Policy.pdf
Limited and Central Depository Services (India) Limited vi. Certificate pursuant to Regulation 34 (3) and Schedule
(“Depositories”) and the total issued capital and listed V Para C clause (10) (i) of SEBI (LODR) Regulations,
capital. The audit confirms that the total issued/paid- up 2015 has been obtained from Company Secretary in
capital is in agreement with the aggregate of the total Practice that none of the directors on the Board of the
number of shares in physical form and the total number Company have been debarred or disqualified from being
of shares in dematerialized form (held with Depositories) appointed or continuing as directors of the companies
and that the requests for dematerialization of shares are by the Securities and Exchange Board of India / Ministry
processed by the R&T Agent within stipulated period of Corporate Affairs or any such statutory authority.
and uploaded with the concerned depositories. Certificate is enclosed as Annexure-A forming part of
this report.
63
vii. The details of fees paid to the Statutory Auditors by IRFC and the Guidelines on Corporate Governance for Central
during FY 2022-23 have been disclosed in the Financial Public Sector Enterprises issued by Department of Public
Statements. Enterprises, Government of India. Information on adoption /
non-adoption of the non-mandatory requirements is given at
viii. Disclosures in relation to the Sexual Harassment of Annexure-B of this Report.
Women at Workplace (Prevention, Prohibition and
Redressal) Act,2013 12. The Compliance with Corporate Governance requirements
specified in Regulation 17 to 27 and Clauses (b) to (i) of
Sr. No. of sub- regulation (2) of regulation 46 and other applicable
Particulars
No. Complaints regulations of SEBI (LODR) Regulations, 2015 have been
1 Number of Complaints filed Nil made to the extent compliances are within the ambit of the
during FY 2022-23 Company.
2 Number of Complaints Nil
disposed of during FY 2022-23
13. Secretarial Audit
3 Number of Complaints pending Nil
as on end of the FY 2022-23 Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
ix. No items of expenditure have been debited in books of
Remuneration of Managerial Personnel) Rules, 2014, the
accounts, which are not for the purpose of the business.
Company has appointed M/s Akhil Rohatgi and Company,
x. During the year, the Company maintains overhead to Practicing Company Secretaries to undertake the Secretarial
turnover ratio of less than 0.12%. Last year, the same Audit of the Company. The Secretarial Audit Report for the FY
was below 0.20% of the turnover. 2022-23 issued by the auditor is annexed as ANNEXURE-V.
xi. Auditors of the Company have audited and accorded The Secretarial Auditor has observed that the Company
an unqualified certification to its accounts for the year was not having adequate number of Independent Directors
ended 31st March, 2023. during the year. Independent directors in the Company
are appointed by President of India, through Ministry of
xii. The Company has complied with the requirements Railways, Government of India. The Company has requested
of the SEBI (LODR) Regulations, 2015, Secretarial Ministry of Railways, Government of India for appointment of
Standards issued by ICSI, and Guidelines on Corporate requisite number of independent directors on its Board.
Governance for Central Public Sector Enterprises issued
by Department of Public Enterprises, Government of
14. Compliance Certificate on Corporate Governance
India except as disclosed in Secretarial Audit Report. The
Secretarial Audit Report is enclosed as ANNEXURE-V. As required under the Government Guidelines, the Secretarial
Auditor of the Company have issued a certificate regarding
xiii. The Financial Statements for the financial year 2022-
compliance of conditions of Corporate Governance by the
23 have been prepared as per the Indian Accounting
Company, which is annexed to this Report as ANNEXURE - VI.
Standards as notified under Section 133 of the
Companies Act, 2013 read with the Companies (Indian Company has appointed Shri. Vijay Babulal Shirode, Jt.GM
Accounting Standards) Rules, 2015 (“Ind AS”), as (Law) & Company Secretary as the Compliance Officer of
amended, and other accounting principles generally the Company.
accepted in India.
xiv. Pursuant to the DPE Guidelines on Corporate 15. Code of Conduct

Governance, quarterly compliance report is being
The Code of Business Conduct and Ethics for the Board
submitted to the Ministry of Railways (MoR), through
Members and Senior Management is a comprehensive
DPE, within the stipulated time. Further, the Report
code applicable to all Directors and Members of Senior
containing Annual Score (consolidated score of
Management of your Company. It is in alignment with
four quarters) was also submitted to DPE within the
Company’s vision and values to achieve the Mission &
prescribed timeline.
Objectives and aims at enhancing ethical and transparent
process in managing the affairs of the Company. A copy
11. Discretionary Requirements of the Code has been made available on the website
of the Company at https://irfc.co.in/sites/default/files/
Your Company has broadly complied with all the requirements
inlinefiles/Code%20of%20Business%20Conduct%20
of SEBI (Listing Obligations and Disclosure Requirements)
and%20Ethics%20for%20Board%20Members%20and%20
Regulations, 2015, Secretarial Standards issued by ICSI,
Senior%20Management.pdf
64
Based on the affirmation received from Board Members 18. Publication of Audited/Unaudited Financial
and Senior Management Personnel, declaration regarding Results
compliance of Code of Conduct made by the Chairman &
Managing Director is enclosed at ANNEXURE-VIII. The Audited/Unaudited Financial Results were published in
newspaper(s) as under:
16. Code of Internal Procedures and Conduct for Quarter Date of Publication
Prohibition of Insider Trading
Q1 ended 30 June, 2022
th
11th August, 2022
In pursuance of the Securities and Exchange Board of India Q2 and half year ended 30th 12th November, 2022
(Prohibition of Insider Trading) Regulations, 2015 and as September, 2022
amended from time to time, IRFC Board has laid down “The Q3 and Nine Month ended 31st 14th February, 2023
Code of Internal Procedures and Conduct for Prohibition of December, 2022
Insider Trading In Dealing with the Securities of Indian Railway Q4 and Year ended 31st March, 26th May, 2023
Finance Corporation Limited” with an aim that ‘Designated 2023
Persons/Insiders’ shall not derive any benefit or assist others
to derive any benefit from the access to and possession of 19. Trustees of the Bonds
Unpublished Price Sensitive Information about the Company
which is not in the public domain and thus constitutes insider The Trustees appointed for the Bonds issued by the
information. Company Secretary has been designated as Company are as under: -
Compliance Officer for this Code. The said Code is available
on the website of the Company at https://irfc.co.in/wp- Indian Bank Until 04th December, 2022,
content/uploads/2022/05/Insider- Trading-Policy-New.pdf 254-260, Shanmugam Indian bank was the Debenture
Salai Chennai – 600 014 Trustee from Series 53C to 80A,
17. Training of Board Members SBICAP Trustee Until 04th December, 2022,
Company Limited 4th SBICAP Trustee Company
All Non-Executive Directors are apprised of the Company’s Floor, Mistry Bhavan, Limited was the Debenture
business, nature and broad methodology of operations, 122 Dinshaw Vachha Trustee from Series 81 and
and other important matters by the whole- time Directors Road, Churchgate, onwards.
of the Board from time to time. The Company’s Board of Mumbai-4000 20 From 05th December, 2022,
Directors consists of professionals with vast experience and SBICAP Trustee Company
high level of expertise in their respective fields and industry. Limited is the Debenture
Their professional status gives them adequate exposure to Trustee for all the Outstanding
the latest trends in the financial markets & the economy, Series of IRFC Bonds.
as also emerging position of relevant legislation. It shall be
endeavour of the Company that the Whole-time Directors
attend training programmes in order to keep themselves
abreast with the latest developments in the areas of finance,
accounts, etc.
65
Annexure- A - CGR
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members of
INDIAN RAILWAY FINANCE CORPORATION LIMITED
Registered Office: Room No 1316-1349, 3rd Floor
Hotel The Ashok Diplomatic Enclave,
50-B, Chanakyapuri, New Delhi-110021
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of INDIAN RAILWAY
FINANCE CORPORATION LIMITED having CIN L65910DL1986GOI026363 and having registered office at Room No 1316-1349, 3rd
Floor Hotel The Ashok Diplomatic Enclave, 50-B, Chanakyapuri, New Delhi-110021(hereinafter referred to as ‘the Company’), produced
before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C
Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we
hereby certify that none of the Directors on the Board of the Company as stated below have been debarred or disqualified from being
appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any
such statutory authority.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to
the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the
Company.
For Akhil Rohatgi & Co.

Company Secretaries
Sd/-
CS Akhil Rohatgi
FCS: 1600, COP:2317
Place: New Delhi ICSI Unique Firm Regn Code No: P1995DE072900
Date: 24/05/2023 UDIN No: F001600E000367561
66
Annexure- B - CGR
Non-Mandatory Requirements
The status of non-mandatory requirements pertaining to Corporate Governance Section of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is as follows:
1. The Board: The Company is headed by an executive Chairman.
2. Shareholder Rights: The quarterly financial results of the Company are published in leading newspapers as mentioned under
the heading “Publication of Audited/Unaudited Financial Results” of the Corporate Governance report and also displayed on the
website of the Company.
3. Modified opinion(s) in audit report: The Statutory Auditors have issued unmodified opinion on the standalone financial
statements of the Company for the year ended 31st March, 2023.
4. Reporting of Internal Auditor: The Internal auditors of the Company are invited to the Meetings of the Audit Committee and
regularly interact with the members of the Audit committee.
67
ANNEXURE-III
Business Responsibility & Sustainability Report

SECTION A: GENERAL DISCLOSURES
I. Details of the listed entity
1. Corporate Identity Number (CIN) of the Listed Entity L65910DL1986GOI026363

2. Name of the Listed Entity Indian Railway Finance Corporation Limited
3. Year of incorporation 12th December, 1986
4. Registered office address UG Floor, East Tower, NBCC Place, Bhisham Pitamah Marg,
Pragati Vihar, Lodhi Road, New Delhi-110003
5. Corporate address UG Floor, East Tower, NBCC Place, Bhisham Pitamah Marg,
6. E-mail [email protected]
7. Telephone +91-011-41063717
8. Website https://irfc.co.in/
9. Financial year for which reporting is being done FY 2022-23
10. Name of the Stock Exchange(s) where shares are National Stock Exchange of India Limited (NSE)
listed BSE Limited (BSE)
11. Paid-up capital H1,306.85 crores (As on March 31, 2023)
12. Name and contact details (telephone, email address) Chairman & Managing Director
of the person who may be contacted in case of any 011-41063717
queries on the BRSR report [email protected]
13. Reporting boundary - Are the disclosures under The disclosures are made in this report on a standalone basis.
this report made on a standalone basis (i.e., only
for the entity) or on a consolidated basis (i.e., for
the entity and all the entities which form a part of its
consolidated financial statements, taken together).
II. Products/services
14. Details of business activities (accounting for 90% of the turnover):
Sr.
Description of main activity Description of business activity % of turnover of the entity
No.
1. Other financial service activities, except Financial leasing 97.25%
insurance and pension funding activities
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
Sr. % of total turnover

Description of main activity NIC Code
No. contributed
1. Other financial service activities- Financial Leasing 64910 97.25%
III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of plants Number of offices Total

National - 01 01
International - - -
68
17. Markets served by the entity*
a. Number of locations
Location Number
National (No. of States & UT) 36
International (No. of Countries) -
*Company is receiving Lease & Interest income from India
b. What is the contribution of exports as a percentage of the total turnover of the entity?
The Company is registered as a Systemically Important Non–Deposit taking Non-Banking Financial Company (NBFC –
ND-SI) and Infrastructure Finance Company (NBFC- IFC) with Reserve Bank of India (RBI). The contribution of exports
to the turnover of the Company was Nil for the financial year 2022-23.
c. A brief on types of customers
IRFC a Govt. of India undertaking under the Ministry of Railways plays a significant role in funding the Indian Railways.
The primary objective of IRFC is to meet the predominant portion of ‘Extra Budgetary Resources’ (EBR) requirement
of the Indian Railways through market borrowings at the most competitive rates and terms. The Company’s principal
business therefore is to borrow funds from the financial markets to finance the acquisition / creation of rolling stock
assets, leasing of railway infrastructure assets, and lending to other entities under the MoR.
IV. Employees
18. Details as at the end of financial year:
a. Employees and workers (including differently abled):
Sr. Male Female

Particulars Total (A)
No. No. (B) % (B / A) No. (C) % (C / A)
Employees
1. Permanent (D) 41 33 80.49% 8 19.05%
2. Other than Permanent (E) 1 1 100% - -
3. Total employees (D + E) 42 34 80.95% 8 19.05%
Workers
4. Permanent (F) - - - - -
5. Other than Permanent (G) - - - - -
6. Total workers (F + G) - - - - -
b. Differently abled Employees and workers:
Sr. Male Female

Particulars Total (A)
No. No. (B) % (B / A) No. (C) % (C / A)
Differently Abled Employees
1. Permanent (D) 01 01 100% - -
2. Other than Permanent (E) - - - - -
3. Total differently abled 01 01 100% - -
employees (D + E)
Differently Abled Workers
4. Permanent (F) - - - - -
5. Other than Permanent (G) - - - - -
6. Total differently abled - - - - -
workers (F + G)
69
19. Participation/Inclusion/Representation of women:
No. and Percentage of Females

Sr. No. Total (A)
No. (B) % (B / A)
Board of Directors 5 2 40%
Key Management Personnel* 2 1 50 %
Key Management Personnel (KMP) includes CMD (Addnl. Charge), Director (Finance) & CFO and Company Secretary (CS).
20. Turnover rate for permanent employees and workers (Disclose trends for the past 3 years)
FY 2022-23 FY 2021-22 FY 2020-21

Particulars
Male Female Total Male Female Total Male Female Total
Permanent Employees 7.32% 0 7.32% 0 2.70% 2.70% 0 0 0
Permanent Workers - - - - - - - - -
V. Holding, Subsidiary and Associate Companies (including joint ventures)
21. (a) Names of holding/subsidiary/associate companies/joint ventures
Name of the holding / Indicate whether Does the entity indicated at

% of shares
Sr. subsidiary / associate holding/ Subsidiary/ column A, participate in the
held by listed
No. companies / joint Associate/ Joint Business Responsibility initiatives
entity
ventures (A) Venture of the listed entity? (Yes/No)
NIL N.A N.A N.A
VI. CSR Details
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013 (Yes/No): Yes
(ii) Turnover: H 23,891.27 crores
(iii) Net worth: H 45,470.31 crores
VII. Transparency and Disclosures Compliances
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible
Business Conduct:
Grievance FY 2022-23 FY 2021-22

Redressal
Mechanism
Stakeholder in Place Number of Number of
group from (Yes/No) (If Number of Number of
complaints complaints
whom Yes, then complaints complaints
pending pending
complaint is provide filed Remarks filed Remarks
resolution resolution
received web-link for during the during the
at close of at close of
grievance year year
the year the year
redress
policy)
Communities Yes 15 0 - 17 0 -
Investors Yes 2,051 0 These 1,579 0 These
(other than https:// complaints complaints
shareholders) irfc.co.in/ pertains to pertains to
investors/ bond/debenture bond/debenture
investor- holders. holders..
contact
70
Grievance FY 2022-23 FY 2021-22

Redressal
Mechanism
Stakeholder in Place Number of Number of
group from (Yes/No) (If Number of Number of
complaints complaints
whom Yes, then complaints complaints
pending pending
complaint is provide filed Remarks filed Remarks
resolution resolution
received web-link for during the during the
at close of at close of
grievance year year
the year the year
redress
policy)
Shareholders Yes 435 0 These 1,062 0 These
https:// complaints are complaints are
irfc.co.in/ tracked through tracked through
investors/ SEBI Scores SEBI Scores
investor- portal, NSE & portal, NSE &
contact BSE investor BSE investor
complaint complaint
center, emails, center, emails,
letters letters
Employees Yes - - - - - -
and workers Accessible to
Employees
through
intranet
Other (please - - - - - - -
specify)
24. Overview of the entity’s material responsible business conduct issues
Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social
matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate
the risk along-with its financial implications, as per the following format
Financial
Indicate In case
implications of the
whether of risk,
Sr. Material issue Rationale for identifying the risk / risk or opportunity
risk or approach
No. identified opportunity (Indicate positive
opportunity to adapt
or negative
(R/O) or mitigate
implications)
1. Financing for Opportunity Towards achieving India's commitment - IRFC shall
green Initiative of of NET ZERO carbon by 2070. experience Positive
Indian Railways financial implication
- Shift from due to additional
conventional Revenue from such
to electrical financing.
locomotive,
electrification of
railway tracks
2. Shifting to Opportunity Shifting to digital means of - IRFC shall
paperless communication & record management experience positive
environment shall enhance speed, accuracy, financial implication
to further the efficiency, cost saving, accountability & due to cost saving &
sustainability preservation of records. increase in swiftness
of operations.
71
SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the
NGRBC Principles and Core Elements.
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
1. a. Whether your entity’s policy/policies cover Y Y* Y Y Y Y Y Y Y
each principle and its core elements of the
NGRBCs. (Yes/No)
b. Has the policy been approved by the Board? Y Y* Y Y Y Y Y Y Y
(Yes/No)
c. Web Link of the Policies, if available ** ** ** ** ** ** ** ** **
2. Whether the entity has translated the policy into Y Y Y Y Y Y Y Y Y
procedures. (Yes / No)
3. Do the enlisted policies extend to your value Y Y Y Y Y Y Y Y Y
chain partners? (Yes/No)
4. Name of the national and international codes/ Y Y Y Y Y Y Y Y Y
certifications/labels/ standards (e.g. Forest
Stewardship Council, Fairtrade, Rainforest
Alliance, Trusts) standards (e.g. SA 8000,
OHSAS, ISO, BIS) adopted by your entity and
mapped to each principle.
5. Specific commitments, goals and targets set The Company enters Memorandum of Understanding (MoU) with Ministry of
by the entity with defined timelines, if any. Railways (MoR) every year under the framework prescribed in MoU Guidelines
6. Performance of the entity against the specific issued by the Department of Public Enterprises (DPE), wherein Company is
commitments, goals and targets along-with evaluated on various financial and non-financial parameters. Based on its
reasons in case the same are not met. performance, the Company has been rated ‘Excellent’ for the FY 2021-22 by
the Department of Public Enterprises (DPE).
Governance, leadership and oversight
7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and
achievements (listed entity has flexibility regarding the placement of this disclosure)
The Company is committed to develop a suitable ESG framework for the organization. The ESG Policy covering targets,
challenges etc., is presently under preparation.
8. Details of the highest authority responsible for The Board of Directors of the Company, led by the Chairman & Managing
implementation and oversight of the Business Director, is the highest authority, instrumental to protect and enhance
Responsibility policy (ies). stakeholders value. In the capacity of trustees, the Board ensures that the
Company has a clear vision, mission and goals to fulfil and exceed the
expectations of its stakeholders.
9. Does the entity have a specified Committee of Board of Directors of the Company are responsible for decision making on
the Board / Director responsible for decision sustainability related issues.
making on sustainability related issues? (Yes /
No). If yes, provide details.
Note:
(*) IRFC being NBFC, this principle has limited applicability.
(**) The relevant explanation/information/links are mentioned in the ANNEXURE to BRSR.
72
10. Details of Review of NGRBCs by the Company:
Indicate whether review was

Frequency
undertaken by Director
(Annually/ Half yearly/ Quarterly/
Subject for Review / Committee of the Board/ Any
Any other – please specify)
other Committee
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against above policies and follow The efficacy of the policies is reviewed on need basis and necessary
up action changes to policies in accordance with applicable law and procedures are
implemented.
Compliance with statutory requirements of Compliance of the various applicable
relevance to the principles, and,rectification of laws and regulations is placed before
any non-compliances the Board of Directors subsequent to
On quarterly basis
the compliance certificate is signed
by all the Departmental Heads.
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
11 Has the entity carried out independent From a best practices perspective as well as from a risk perspective, policies
assessment/ evaluation of the working of its are periodically evaluated and updated by various departmental heads and
policies by an external agency? (Yes/No). If yes, approved by the Board of Directors. An internal assessment of the working of
provide name of the agency. the policies is done regularly. Also, some of the policies has been evaluated
by the Secretarial Auditor of the Company.
12. If answer to question (1) above is “No” i.e., not all Principles are covered by a policy, reasons to be stated: Not applicable
SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE
This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key
processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are
expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed by
entities which aspire to progress to a higher level in their quest to be socially, environmentally and ethically responsible.
PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical,
Transparent and Accountable.
ESSENTIAL INDICATORS
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:
% age of persons in
Total number of
Topics / principles covered under respective category
Segment training and awareness
the training and its impact covered by the
programmes held
awareness programmes
Board of Directors 4 Orientation Programme organized 100
for familiarization of independent
directors with the role of NBFC, industry
structure. Also, during the FY 2022-23
various capacity building Programmes
organized by IICA & DPE are attended
by Directors of the Company.
73
% age of persons in
Total number of
Topics / principles covered under respective category
Segment training and awareness
the training and its impact covered by the
programmes held
awareness programmes
Key Managerial Personnel 2 Experiential Learning Programme 100%
Employees other than BoD 18 Various technical and financial topics 48.71%
and KMPs including experiential learning and
personal effectiveness which are
relevant for day to day work
Workers - - -
2. Details of fines/ penalties/ punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity
or by directors/ KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following
format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and as disclosed on the entity’s website):
Monetary
Name of the Has an
NGRBC regulatory/ appeal
Amount (In
Principle enforcement Brief of the Case been
INR)
agencies/ judicial preferred?
institutions (Yes/No)
Penalty/ Fine Principle 1 1. National Stock NSE & BSE For the financial year ended on Yes
Exchange of India each levied March 31, 2023, the Company has
Limited fine of H complied with all requirements of
2. BSE Limited 21,53,500/- SEBI (LODR) Regulations 2015,
during FY the Companies Act, 2013 and
2022-23 rules made thereunder, applicable
Secretarial Standards issued
by ICSI and DPE Guidelines
on Corporate Governance, as
amended from time to time, except
compliance related to composition
of Board i.e., the number of
Independent Directors on the
Board were less than half of the
total strength of Board as required
under SEBI (LODR) Regulations,
2015 and the DPE guidelines,
due to non- availability of requisite
number of Independent Directors.
Due to such non-compliances,
NSE and BSE each imposed a fine
of H 21,53,500/- (including GST of
H 3,28,500/- each) during the FY
2022-23.
Settlement - - - - -
Compounding fee - - - - -
74
Non-Monetary
Name of the
regulatory/
NGRBC Brief of the Has an appeal been
enforcement
Principle Case preferred? (Yes/No)
agencies/ judicial
institutions
Imprisonment - - - -
Punishment - - - -
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-
monetary action has been appealed.
Name of the regulatory/ enforcement agencies/

Case Details
judicial institutions
In connection with fine levied by NSE and BSE for non- 1. National Stock Exchange of India Limited
appointment of Independent Directors as stated in the previous 2. BSE Limited
question, this is to mention that the power to appoint functional/
Official Part-time Directors/ non-Official Parttime Directors
(Independent Directors) vests with the Government of India. The
appointment of directors in IRFC is made by the President of India
through administrative ministry i.e., Ministry of Railways (MoR)
and Company has no role to play in it and the non-compliance
is beyond the control of the IRFC. Therefore, the Company
has been requesting the appointing authority, i.e., MoR, for
appointment of requisite number of Independent Directors.
Further, the Company has no control over the appointment of
Directors.
In view of the above, the Company has requested / is requesting
the stock exchanges to waive the said fines. It is pertinent to
mention that NSE vide its letter dated 30.08.2022 has already
waived off the fine imposed on the Company for earlier quarters
ended on from March 2021 to December 2021. The Company is
following up with the Stock Exchanges for waiving off the fine(s)
w.r.t FY 2022-23 as well.
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-
link to the policy.
IRFC being CPSE follows procedures and norms of CVC regarding anti-corruption and anti-bribery and also the PIDPI Resolution (GOI
Resolution on Public Interest Disclosure and Protection of Informers) relating to complaints for disclosure on any allegation of corruption or
misuse of office wherein CVC is Designated Agency. Apart from the above, IRFC has also adopted Whistle Blower Policy, which is hosted at
https://irfc.co.in/sites/default/files/inline-files/Whistle-Blower-Policy.pdf.
Further, Code of Business Conduct & Ethics, which captures the behavioral and ethical standards to be followed by the Board Members
and Senior Management Personnel of the Company also, sets forth an obligation to strive continuously to bring about integrity and
transparency in all spheres of the activities & Work unstintingly for eradication of corruption in all spheres of life, which is hosted at
https://irfc.co.in/sites/default/files/inlinefiles/Code%20of%20Business%20Conduct%20and%20Ethics%20for%20Board%20
Members%20and%20Senior%20Management.pdf.
The Company also has a Whistle Blower Policy for Directors and Employees to report their genuine concerns or grievances about
unethical behavior, actual or suspected fraud or to detect and report any improper activity within the Company.
75
5. Number of Directors / KMPs / employees / workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery / corruption:
FY 2022-23 FY 2021-22
Directors - -
KMPs - -
Employees - -
Workers - -
6. Details of complaints with regard to conflict of interest:
FY 2022-23 FY 2021-22
Number Remarks Number Remarks
Number of complaints received in relation to issues of Conflict - - - -
of Interest of the Directors
Number of complaints received in relation to issues of Conflict - - - -
of Interest of the KMPs
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/
law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
Not applicable.
LEADERSHIP INDICATORS
1. Awareness programmes conducted for value chain partners on any of the principles during the financial year:
% age of value chain partners

Total number of awareness covered (by value of business
Topics / principles covered under the training
programmes held done with such partners) under
the awareness programmes
1 (One) Taxation Division of IRFC conducted Vendor 100
Development Programmes, for MSME suppliers
& vendors on the topic “Benefits to MSMEs/Start-
Ups”.
The above trainings covers Principles 3, 8 & 9.
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/
No) If Yes, provide details of the same.
The Company has a Code of Conduct for Board Members and Senior Management, which covers inter-alia the process of dealing
with conflict of interests. The Policy is available at https://irfc.co.in/wp-content/uploads/2022/05/Code-of-business-conduct-ethics.
pdf. Further, whenever any director has a direct or indirect stake in an agenda/matter, they would refrain from participating in the
discussion. Also, in accordance with laid down provisions of Companies Act, 2013 and SEBI Regulations each director gives the
disclosure of his interest in any Company or body’s corporate firm, or other association of individuals by giving a notice in writing
on annual basis (changes from time to time); and the same is put up to the board.
76
PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.
Current Previous Details of improvements in

Financial Year Financial Year environmental and social impacts
R&D - - -
Capex - - IRFC does not own any manufacturing
facility, thus there are no particulars relating
to R&D and Capex.
2. a. Does the entity have procedures in place for Board Electronic waste, by following Procurement Guidelines
sustainable sourcing? (Yes/No) of the Company.
Considering the business activities of the Company, The Company has also reduced plastic use to very minimal and
this question has limited applicability. Being NBFC, encourages use of substitutes such as jute bags, cloth bags etc.
IRFC’s resource use is mainly limited to electricity, office
supplies and communication or IT equipment. 4. Whether Extended Producer Responsibility (EPR) is
applicable to the entity’s activities (Yes/No). If yes,
Being a NBFC, IRFC is less resource-intensive in terms whether the waste collection plan is in line with the
of material requirements. Despite the limited scope, Extended Producer Responsibility (EPR) plan submitted
IRFC ensures responsible sourcing of all its material to Pollution Control Boards? If not, provide steps taken
requirements. The Company promotes GeM portal to address the same.
(Government e-Marketplace) in its procurements
and also promotes sourcing from MSME vendors. All Not Applicable.
procurement / sourcing of material and services is
done as per the procedure defined in the Procurement LEADERSHIP INDICATORS
Guidelines of the Company.
1. Has the entity conducted Life Cycle Perspective/
b. If yes, what percentage of inputs were sourced Assessments (LCA) for any of its products (for
sustainably? manufacturing industry) or for its services (for service
industry)? If yes, provide details in the following format?
In terms of material requirements, IRFC has made it
mandatory to procure common use goods & services Being a NBFC categorized as IFC, the main products offered
available on GeM (Government e-Marketplace) portal, by IRFC include is to finance the acquisition of rolling stock
with purchase preference to MII/MSMEs as per assets, leasing of railway infrastructure assets, and lending
Government directives. to other entities under the MoR. We lend funds to MoR and
other Railway Entities in order to fuel their growth plan. We have
During the financial year 2022-23, Precentage (%) of
provided loans to Rail Vikas Nigam Limited (RVNL) and IRCON.
procurement from MSME ( including MSME owned by SC/
ST enterprenerus) out of total procurement is 34.09%. IRFC uses a leasing approach to fund Indian Railways' Rolling
stock and project assets. The normal lease term is 30 years,
3. Describe the processes in place to safely reclaim your
with a primary component of 15 years and a secondary
products for reusing, recycling and disposing at the end
component of 15 years. During the primary lease period,
of life, for (a) Plastics (including packaging) (b) E-waste
the principal component and interest are recovered as part
(c) Hazardous waste and (d) other waste.
of the lease. Secondary lease period assets are normally
Given the nature of business and operations, the Company transferred to the MoR for a nominal sum at the conclusion
does not have material plastic waste, e-waste and other waste. of the lease. We have a cost-plus leasing agreement with
Further, the Company does not have any hazardous waste. the Ministry of Railways, which ensures consistent growth
in our income and profitability. MoR pays half-yearly lease
Disposal of old, unserviceable & obsolete IT equipment’s, rentals in advance, which include both principal repayment
identified as e-waste, is done through registered Recyclers/ and interest. The details of leasing, lending and borrowing
Re-processers under Central Pollution Control Board, operations of the Company are available on the website of
Government of India & State Pollution Control Committee/ the Company at https://irfc.co.in.
77
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your
products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means,
briefly describe the same along-with action taken to mitigate the same.
Name of Product / Service Description of the risk / concern Action Taken

Other financial service No significant social or environmental concern / risk is envisaged -
activities- Financial Leasing from the Company’s products / services.
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
industry) or providing services (for service industry).
Considering the nature of business and operations, the percentage of recycled or reused input material used by the Company is
negligible.
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and
safely disposed, as per the following format:
FY 2022-23 FY 2021-22
Safely Safely
Re-Used Recycled Re-Used Recycled
Disposed Disposed
Plastics (including - - - - - -
packaging)
E-waste - - *41 *67
Hazardous waste - - - - - -
Other waste - - - - - -
* Denotes number of IT equipment units safely disposed.
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.
Not Applicable
PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value
chains
1. a. Details of measures for the well-being of employees*
% of employees covered by
Health Accident* Maternity* Paternity* Day Care
Total
Category insurance insurance benefits Benefits facilities
(A)
Number % Number % Number % Number % Number %
(B) (B/A) (C) (C /A) (D) (D /A) (E) (E / A) (F) (F / A)
Permanent employees
Male 33 - - 33 100 - - 33 100 - -
Female 08 - - 08 100 08 100 - - - -
Total 41 - - 41 100 - - - - - -
Other than Permanent employees
Male - - - - - - - - - - -
Female - - - - - - - - - - -
Total - - - - - - - - - - -
*Considered Regular Permanent Employees & details are mentioned as per Policy Coverage.
78
b. Details of measures for the well-being of workers:
% of employees covered by
Health Accident Maternity Paternity Day Care
Total
Category insurance insurance benefits Benefits facilities
(A)
Number % Number % Number % Number % Number %
(B) (B/A) (C) (C /A) (D) (D /A) (E) (E / A) (F) (F / A)
Permanent Workers
Male - - - - - - - - - - -
Female - - - - - - - - - - -
Total - - - - - - - - - - -
Other than Permanent Workers
Male - - - - - - - - - - -
Female - - - - - - - - - - -
Total - - - - - - - - - - -
2. Details of retirement benefits, for Current FY and Previous Financial Year.
FY 2022-23 FY 2021-22
Deducted Deducted
No. of No. of No. of No. of
and and
employees workers employees workers
deposited deposited
covered as covered as covered as covered as
with the with the
a % of total a % of total a % of total a % of total
authority authority
employees workers employees workers
(Y/N/N.A.) (Y/N/N.A.)
PF 100% N.A. Yes 100% N.A. Yes
Gratuity 100% N.A. Yes 100% N.A. Yes
ESI N.A. N.A. N.A. N.A. N.A. N.A.
Others NPS 100% - Yes 100% - Yes
– please PRMS 100%* - Yes 100%* - Yes
specify
* subject to eligibility conditions prescribed by DPE
3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements
of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Yes, the premises are accessible to differently abled employees, with elevators and ramps, wheelchair, accessible restrooms.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a
web- link to the policy.
Being a CPSE, Company follows guidelines issued by Govt. of India in respect of PWD’s from time to time.
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Permanent employees Permanent workers

Gender Return to work Return to work
Retention rate Retention rate
rate rate
Male 100% 100% - -
Female 100% 100% - -
Total 100% 100% - -
79
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker?
If yes, give details of the mechanism in brief.
Yes/No (If Yes, then give details of the mechanism in brief)

Permanent Workers -
Other than Permanent Workers -
Permanent Employees Yes. A detailed grievance redressal mechanism is in place and
accessible to the employees of the Company through intranet.
Other than Permanent Employees -
7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:
There is no association(s) or unions of employees of the Company.
8. Details of training given to employees and workers:*
FY 2022-23 FY 2021-22
On Health and On Skill On Health and On Skill
Category Total safety measures upgradation Total safety measures upgradation
(A) % % (D) % %
No. (B) No. (C) No. (E) No. (F)
(B / A) (C /A) (E / D) (F / D)
Employees
Male 32 - - 15 46.87 27 - - 22 81.48
Female 7 - - 4 57.14 7 - - 7 100
Total 39 - - 19 48.71 34 - - 29 85.29
Workers
Male - - - - - - - - - -
Female - - - - - - - - - -
Total - - - - - - - - - -
*Other than Board of Directors & Key Mangerial Personnel (KMP).
9. Details of performance and career development reviews of employees and worker:
FY 2022-23 FY 2021-22
Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)
Employees
Male 33 33 100 29 29 100
Female 8 8 100 8 8 100
Total 41 41 100 37 37 100
Workers
Male - - - - - -
Female - - - - - -
Total - - - - - -
10. Health and safety management system:
a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If
yes, the coverage such system?
Considering the nature of business and operations, the occupational health and safety issues are minimal. 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.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by
the entity?
Not applicable
80
c. Whether you have processes for workers to report the work related hazards and to remove themselves from such
risks. (Y/N)
Not applicable
d. Do the employees/ worker of the entity have access to non- occupational medical and healthcare services? (Yes/ No)
No
11. Details of safety related incidents, in the following format:*
Safety Incident/ Number Category FY 2022-23 FY 2021-22

Lost Time Injury Frequency Rate (LTIFR) (per one million- Employees
person hours worked) Workers
Total recordable work-related injuries Employees
Workers
Not Applicable Not Applicable
No. of fatalities Employees
Workers
High consequence work-related injury or ill - health Employees
(excluding fatalities) Workers
*Company is NBFC.
12. Describe the measures taken by the entity to ensure a safe and healthy work place.
Company is committed to providing a safe and healthy workplace to ensure a culture of safety throughout the organisation.
Considering the nature of business and operations, the occupational health and safety issues are minimal. 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.
13. Number of complaints on the following made by employees and workers:
FY 2022-23 FY 2021-22
Pending Pending
Filed during resolution at Filed during resolution at
Remarks Remarks
the year the end of the year the end of
year year
Working Conditions - - - - - -
Health & Safety - - - - - -
14. Assessments for the year: LEADERSHIP INDICATORS
1. Does the entity extend any life insurance or any

% of your plants and
compensatory package in the event of death of (A)
offices that were assessed
Employees (Y/N) (B) Workers (Y/N).
(by entity or statutory
authorities or third parties) (A) Employees-Yes, the Company provides rehabilitation
Health and safety practices - package in case of death or permanent disability to the
Working Conditions - employee and/or his/her family member.
15. Provide details of any corrective action taken or (B) Worker- Not applicable.
underway to address safety-related incidents (if
2. Provide the measures undertaken by the entity to
any) and on significant risks / concerns arising from
ensure that statutory dues have been deducted and
assessments of health & safety practices and working
deposited by the value chain partners.
conditions.
The Company ensures timely deposit of statutory dues,
Not applicable.
obtaining of statutory clearances and meeting such other
similar obligations as per statutory requirements etc.
81
3. Provide the number of employees / workers having suffered high consequence work-related injury / ill-health/
fatalities (as reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable
employment or whose family members have been placed in suitable employment:
Nil for FY 2022-23 and FY 2021-22.
4. Does the entity provide transition assistance programs to facilitate continued employability and the management of
career endings resulting from retirement or termination of employment? (Yes/ No)
The Company is a CPSE, which follows employment norms of DPE in cases of retirement or termination of employment. The
Company also provides post-retirement medical benefits and other welfare measures to its retired employees.
5. Details on assessment of value chain partners:
None.
6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
assessments of health and safety practices and working conditions of value chain partners.
Not applicable.
PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
1. Describe the processes for identifying key stakeholder groups of the entity.
Yes, the Company has mapped its internal and external stakeholders. Internal stakeholders include employees and staff of the
Company; and external stakeholders include equity shareholders, bondholders, creditors, bankers, borrowers and customers
from both public and private sectors, Governmental bodies and regulatory authorities including State Government(s), Reserve
Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges etc.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.
Channels of
Whether communication Frequency of
identified as (Email, SMS, engagement Purpose and scope of
Stakeholder Vulnerable & Newspaper, Pamphlets, (Annually/ Half engagement including key
Group Marginalized Advertisement, yearly/ Quarterly topics and concerns raised
Group (Yes/ Community Meetings, / others – please during such engagement
No) Notice Board, Website), specify)
Other
Shareholders No Email/SMS/Website/ Letters/ As and when Communication of financial
Telephone/ Newspaper etc. Investors call results, adoption of financial
is conducted, statement and transaction of
generally on ordinary and special business
quarterly Basis from time to time.
and General Addressing requests/grievances
Meetings etc. of shareholders from time to time.
Bondholders No Email/SMS/Website/ Letters/ As and when Allotment, Interest Servicing,
Telephone/ Newspaper etc. required. Redemption Payment, Bond
Certificate/Demat Credit.
Addressing requests/grievances
of bondholders from time to time.
Value Chain No Email/SMS/Website/ Letters/ As and when Meetings were organized for
Partners Telephone /GeM, workshops, required. relationship building updates on
awareness programme and key developments in the Company
other portals of Government. & addressing their issues.
82
Channels of
Whether communication Frequency of
identified as (Email, SMS, engagement Purpose and scope of
Stakeholder Vulnerable & Newspaper, Pamphlets, (Annually/ Half engagement including key
Group Marginalized Advertisement, yearly/ Quarterly topics and concerns raised
Group (Yes/ Community Meetings, / others – please during such engagement
No) Notice Board, Website), specify)
Other
Employees No Direct interaction, notice As and when Facilitating learning &
board, social media, required. development, communication of
grievance redressal various policies, guidelines, aware
mechanism, e-mails and about key developments
journals. in the Company and addressing
their issues
Regulatory No MoUs, quarterly progress On quarterly, Support government missions,
Bodies reports, annual reports, Annual and Need- Relationship building, Discussion
meetings based on major investment plans,
Discussions with regulatory
bodies w.r.t. regulations,
amendments, approvals and
assessments.
LEADERSHIP INDICATORS stakeholders on these topics were incorporated into

policies and activities of the entity.
1. Provide the processes for consultation between Yes, stakeholder consultation is used to support the
stakeholders and the Board on economic, identification and management of environmental, and
environmental, and social topics or if consultation is social topics:
delegated, how is feedback from such consultations
provided to the Board. IRFC recognizes the importance of proactive interaction with
its stakeholders as it helps the company in matching their
The Company already has various Board-approved policies expectation and Building stakeholder trust and confidence.
in place, to address the economic, and social topics relating Further, the company consults with its stakeholders on
to its business. The said policies have been developed sustainability issues.
over a period of time based on the inputs from relevant
stakeholders. a. IRFC has a well-defined CSR Policy in line with the
Companies Act, 2013 and DPE Guidelines on CSR. In
Stakeholder consultations are typically undertaken by terms of DPE guidelines for the year 2022-23, which
respective groups, business heads with relevant company mandated CPSEs to spend 60% of their CSR budget
officers. The feedbacks/identified issues of corporate on the theme of “Health & Nutrition, with special
concerns are escalated to the Board-level through focus on COVID related measures including setting
various Board committees which overseas aspects like up makeshift hospitals and temporary COVID care
Business risk, CSR & Sustainability, Marketing Strategies facilities”, preferably in aspirational districts, against the
& Information Technology Oversight, Planning & Projects, same IRFC contributed around 61.92% towards Health
Dispute Settlement etc. & Nutrition of total CSR expenditure during the year.
2. Whether stakeholder consultation is used to support b. During the year 2022-23, IRFC undertook various
the identification and management of environmental, projects in PAN India basis in the field of welfare of
and social topics (Yes / No). If so, provide details community such as providing healthcare facility by
of instances as to how the inputs received from way of medical equipment, green energy initiatives,
83
education, environment sustainability, Sanitation, decision making that will help in achieving a real and
contribution towards various Funds, measures for the lasting reduction of social and economic disparities as
benefit of armed forces veterans, war widows and their well as protecting the environment. IRFC continues to
dependents, etc. support activities that aim at improving the quality of life
of both present and future generations and at the same
Within Community, the Company takes up specific time safeguarding the capacity of the earth to support
community development programmes in various districts life in all its diversity.
focusing on Aspirational districts (most backward
districts in the country) as identified by NITI Ayog. The 3. Provide details of instances of engagement with, and
company is also undertaking special CSR programmes actions taken to, address the concerns of vulnerable/
for Divyangjans, providing skill training to Unemployed marginalized stakeholder groups.
youth /SC/ST/OBC/Women & EWS of the society.
IRFC promotes procurement from MSMEs and extends
c. IRFC is socially conscious organization and fully certain facilities in its procurement procedures to registered
endorses the nine principles of Global Compact MSMEs. IRFC has welfare-oriented policies for its employees,
enunciated by the United Nations Organization (UNO) especially those who are vulnerable.
which encompass area of human rights, environment
The Company makes efforts on a regular basis to reach out
protection and labour rights. These principles of Global
to those equity shareholders and bondholders, who have
Compact are embedded in various organizational
unclaimed / unpaid dividends amounts/shares or unclaimed
policies of the Company thereby facilitating their
redemption interest amounts lying with the Company, so that
implementation in a natural way.
such investors do not miss out on getting their rightful dues.
IRFC consistently strives towards meeting the
expectation of the society through proper planning and
PRINCIPLE 5: : Businesses should respect and promote human rights
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the
following format:
Category FY 2022-23 FY 2021-22

Current Financial Year Previous Financial Year
Total (A) No. of % (B/A) Total (A) No. of % (D/C)

employees/ employees/
workers workers
covered (B) covered (D)
Employees
Permanent 41 41 100% 37 37 100%
Other than - - - - - -
permanent
Total employes 41 41 100% 37 37 100%
Workers
Permanent - - - - - -
Other than - - - - - -
permanten
Total workers - - - - - -
84
2. Details of Minimum Wages paid to employees and workers in the following format:
FY 2022-23 FY 2021-22
Equal to More than Equal to More than
Category Total Minimum Wage Maximum Wage Total Minimum Wage Maximum Wage
(A) % % (D) % %
No. (B) No. (C) No. (E) No. (F)
(B / A) (C /A) (E / D) (F / D)
Employees
Permanent
Male - - - - - - - - - -
Female - - - - - - - - - -
Other than
Permanent
Male - - - - - - - - - -
Female - - - - - - - - - -
Workers
Permanent
Male - - - - - - - - - -
Female - - - - - - - - - -
Other than
Permanent
Male - - - - - - - - - -
Female - - - - - - - - - -
3. Details of Remuneration /Salary /Wages in the following format:
Male Female
Median remuneration/ Median remuneration/
Gender
Number salary/ wages of Number salary/ wages of
respective category respective category
Board of Directors (BoD)
Key Managerial Personnel NA*
Employees other than BoD and KMP
Workers - - - -
* In accordance with the notification dated June 05, 2015 issued by the Ministry of Corporate Affairs (MCA), Government of India, Government companies are exempted
from complying with provisions of Section 197 of the Companies Act, 2013 read with the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force). Accordingly, the calculation w.r.t.
Median remuneration / salary /wages of Board of Directors (BoD), Key Managerial Personnel (KMP) & Employees are not provided.
4. Do you have a focal point (Individual/ Committee) c) Being a Government Company and a Central Public
responsible for addressing human rights impacts or issues Sector Enterprise under the Ministry of Railways, its HR
caused or contributed to by the business? (Yes/No) policies reflect the incorporation of Human Rights, which
cover all the employees and relative aspects pertaining
a) Yes, the Company is committed to provide equal to Vendors/Suppliers/Contractors through contract
employment opportunities without any discrimination conditions.
on the grounds of disability, gender, caste, religion,
race, state, background, colour, and maintaining a work d) Further, IRFC ‘CDA Rules’ also define the desirable and
environment that is free from harassment based on the non-desirable acts and conduct for the employees.
above considerations. There is a laid down procedure for actions in case of
non-compliance with the defined terms as well as for any
b) Abiding by the provisions of the Minimum Wages Act inappropriate or unwelcome sexually oriented behaviour.
1971, the minimum wages paid to the employees and
contractors are revised periodically. The salary paid to e) The Company has a policy towards sexual harassment
employees of all categories fulfils all norms of the Act as at the workplace, which has been implemented. All
prescribed. reported cases of sexual harassment are inquired
into by an Internal Complaints Committee. Internal
85
Complaints Committees (ICCs) have been constituted f) IRFC has a comprehensive Whistle Blower Policy in place
under the Sexual Harassment of Women at Workplace enabling employees to report malpractices such as
(Prevention, Prohibition and Redressal) Act, 2013 to misuse or abuse of authority, fraud or suspected fraud,
redress complaints received on sexual harassment. violation of Company rules, manipulations, and matters
If proved, disciplinary action is taken in accordance affecting the interests of the Company with necessary
with the Conduct, Discipline and Appeal Rules (CDA safeguards for the protection of the whistleblower.
Rules) against the delinquent employee. To promote
fair and equitable employment relationship, a scheme 5. Describe the internal mechanisms in place to redress
for Grievance Redressal of employees is also in place grievances related to human rights issues.
which ensures a time bound redressal of grievances.
Yes. As detailed above.
6. Number of Complaints on the following made by employees and workers:
FY 2022-23 FY 2021-22
Pending Pending
Filed during Filed during
resolution at Remarks resolution at Remarks
the year the year
the end of year the end of year
Sexual Harassment - - - - - -
Discrimination at - - - - - -
workplace
Child Labour - - - - - -
Forced Labour/ - - - - - -
Involuntary Labour
Wages - - - - - -
Other human rights - - - - - -
related issues
7. Mechanisms to prevent adverse consequences to the 10. Provide details of any corrective actions taken or
complainant in discrimination and harassment cases. underway to address significant risks / concerns arising
from the assessments at Question 9 above.
Pursuant to the Whistle Blower Policy of the Company,
necessary mechanism has been put in place to provide Not applicable.
protection to the complainant, wherever required. The
Whistle Blower Policy is available at https://irfc.co.in/wp- LEADERSHIP INDICATORS
content/uploads/2022/05/Whistle-Blower-Policy.pdf.
1. Details of a business process being modified /
IRFC believes that a sustainable organization rests on the introduced as a result of addressing human rights
foundation of ethics and respect for human rights. The grievances/ complaints.
Company ensures diversity and equal opportunities in
Not applicable.
workplace and upholds that career advancement is based
on talent and performance. 2. Details of the scope and coverage of any Human rights
due-diligence conducted.
8. Do human rights requirements form part of your business
agreements and contracts? (Yes/No) Not applicable.
The financial relationship of the Company with the Ministry of 3. Is the premise/office of the entity accessible to
Railways is based on a Financial Lease arrangement which differently abled visitors, as per the requirements of
is regulated by a standard lease agreement. Human rights the Rights of Persons with Disabilities Act, 2016?
requirements do not form part of said lease agreements. To
protect the human rights of employees, IRFC has adopted Yes, the premises are accessible to differently abled visitors,
employee- oriented policies, in line with the general laws and with elevators and ramps, wheelchair accessible restrooms.
sound ethical practices.
4. Details on assessment of value chain partners:
9. Assessments for the year:
Nil.
Nil.
86
5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the
assessments at Question 4 above.
Not applicable.
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
IRFC is a NBFC and does not have any production / manufacturing facility, therefore its energy intensity is limited.
However, to save power, the Company now 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.
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and
Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been
achieved. In case targets have not been achieved, provide the remedial action taken, if any.
Not Applicable.
3. Provide details of the following disclosures related to water, in the following format:
IRFC is a NBFC and does not have and production / manufacturing facility, therefore its water intensity is negligible.
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
Not Applicable.
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
IRFC is not a manufacturing or a production company. IRFC is a NBFC and does not have any production / manufacturing facility,
therefore there is no air emission.
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Not Applicable.
7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.
Not Applicable. Indian Railways is working on a mission mode to become the largest Green Railways in the world, and is moving
to become a ‘net zero emitter’ before 2030. It is planning to do so through investing in massive electrification, development of
freight corridors, energy-efficient and carbon friendly technologies, harness potential of Solar energy etc. to reduce its carbon
footprint. IRFC will continue to help MoR to support Governments commitments such as Paris Agreement on Climate Change and
UN Sustainable Development Goals, via raising of resources under green framework.
8. Provide details related to waste management by the entity, in the following format:
Parameter FY 2022-23 FY 2021-22

Total Waste generated (in metric tonnes)
Plastic waste (A) - -
E-waste (B) 41 units of IT 67 units of IT
equipments identified to equipments identified to
be disposed as e-waste. be disposed as e-waste.
Bio-medical waste (C) - -
Construction and demolition waste (D) - -
Battery waste (E) - -
Radioactive waste (F) - -
87
Parameter FY 2022-23 FY 2021-22

Other Hazardous waste. Please specify, if any. (G) - -
Other Non-hazardous waste generated (H). Please specify, if any. (Break- - -
up by composition i.e., by materials relevant to the sector)
Total (A+B + C + D + E + F + G + H) 41 units of IT 67 units of IT
equipments identified equipments identified
to be disposed as to be disposed as
e-waste.* e-waste.*
For each category of waste generated, total waste recovered through recycling, re-using or other recovery
operations (in metric tonnes)
Category of waste
(i) Recycled - -
(ii) Re-used - -
(iii) Other recovery operations - -
Total - -
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration - -
(ii) Landfilling - -
(iii) Other disposal operations - -
Total - -
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency.
*Considering the nature of business, the Company does not generate any material waste other than negligible quantity of e-waste.
9. Briefly describe the waste management practices Whether the

Location
adopted in your establishments. Describe the strategy conditions of
of
adopted by your company to reduce usage of hazardous S. Type of environmental
and toxic chemicals in your products and processes and operations/
No. operations approval / clearance
the practices adopted to manage such wastes. offices
are being complied
with? (Y/N)
Disposal of old, un-serviceable & obsolete IT equipment,
identified as e-waste, is done through registered recyclers/ - - - -
re-processors under Central Pollution Control Board and - - - -
State Pollution Control Committee/Board, by following the 11. Details of environmental impact assessments of projects
procedure defined under IRFC’s Procurement Guidelines. undertaken by the entity based on applicable laws, in the
current financial year:
10. If the entity has operations/offices in/around ecologically
sensitive areas (such as national parks, wildlife IRFC being a NBFC, finances Indian Railways Extra Budgetary
sanctuaries, biosphere reserves, wetlands, biodiversity Requirements (EBR). In the past, IRFC has also raised resources
hotspots, forests, coastal regulation zones etc.) where from off-shore market through issuance of Green Bonds. IRFC
environmental approvals / clearances are required, will continue to help MoR to support Governments commitments
please specify details in the following format: such as Paris Agreement on Climate Change and UN
Sustainable Development Goals, via raising of resources under
The Company is a NBFC. Its registered office is in New
green framework.
Delhi. Office of the Company is not located in ecologically
sensitive area. 12. Is the entity compliant with the applicable environmental
law/ regulations/ guidelines in India; such as the Water
If the entity has operations/offices in/around ecologically
(Prevention and Control of Pollution) Act, Air (Prevention
sensitive areas (such as national parks, wildlife sanctuaries,
and Control of Pollution) Act, Environment protection act
biosphere reserves, wetlands, biodiversity hotspots,
and rules thereunder (Y/N). If not, provide details of all such
forests, coastal regulation zones etc.) where environmental
non-compliances, in the following format:
approvals / clearances are required, please specify details
in the following format. IRFC is not a manufacturing company. Hence, the given question
has limited relevance. However, the Company complies with
88
applicable environmental regulations in respect of its premises 4. Please provide details of total Scope 3 emissions & its
and operations. The Company also does Environment appraisal intensity, in the following format:
to analyze any detrimental environmental impact and how
to mitigate the same. The factors include the water, air, land, Not Applicable.
sound, geographical location. The analysis of environmentally
5. With respect to the ecologically sensitive areas
sensitive projects addresses several issues like measurement
reported at Question 10 of Essential Indicators above,
of environmental impact, cost-benefit analysis, assessment of
provide details of significant direct & indirect impact
alternative strategy etc.
of the entity on biodiversity in such areas along-with
prevention and remediation activities.
S. Specify Provide Any fines / Corrective
No. the law / details of penalties / action Not Applicable.
regulation the non- action taken taken, if
/ guidelines compliance by regulatory any 6. If the entity has undertaken any specific initiatives or
which agencies such
was not as pollution used innovative technology or solutions to improve
complied control boards resource efficiency, or reduce impact due to emissions/
with or by courts effluent discharge / waste generated, please provide
- - - - - details of the same as well as outcome of such
initiatives, as per the following format:
- - - - -
Human Resource Management Software (HRMS) system is
LEADERSHIP INDICATORS in place by the Company for its employees which minimizes
paper consumption and manual processes, relating to HR
1. Provide break-up of the total energy consumed matters like leave management, payroll etc.
(in Joules or multiples) from renewable and non-
renewable sources, in the following format: 7. Does the entity have a business continuity and disaster
management plan? Give details in 100 words/ web link.
IRFC is a NBFC and does not have any production /
manufacturing facility, therefore its energy intensity is limited. The Company has a comprehensive risk management
Policy which essentially covers Business Continuity and
However, to save power, the Company now purchases LED/ disaster management Plan. Currently, IRFC has set up a
LCD monitors while replacing the old monitors. Employees data center where all the applications are hosted. Regular
are encouraged to keep their gadgets in power saving backup of all the critical data is being taken as per the policy
mode, wherever possible. The Company now replaces its of the organization. IRFC is currently in the process of setting
old electrical items, gadgets, etc. with power efficient units. up a DR site.
The internal lightning of office by energy- efficient LED lights
has helped to conserve electricity. 8. Disclose any significant adverse impact to the
environment, arising from the value chain of the entity.
2. Provide the following details related to water What mitigation or adaptation measures have been
discharged: Not Applicable. taken by the entity in this regard.
3. Water withdrawal, consumption and discharge in areas IRFC a Govt. of India undertaking under the Ministry of
of water stress (in kilolitres): Railways plays a significant role in funding the Indian Railways
-"the national operator of railway system". The primary
For each facility / plant located in areas of water stress, objective of IRFC is to meet the predominant portion of
provide the following information: ‘Extra Budgetary Resources’ (EBR) requirement of the Indian
Railways through market borrowings at the most competitive
(i) Name of the area rates and terms. The Company’s principal business therefore
is to borrow funds from the financial markets to finance the
(ii) Nature of operations acquisition / creation of rolling stock assets, leasing of railway
infrastructure assets, and lending to other entities under the
(iii) Water withdrawal, consumption and discharge in MoR like Rail Vikas Nigam Ltd, IRCON.
the following format:
9. Percentage of value chain partners (by value of
Not Applicable. business done with such partners) that were assessed
for environmental impacts.
None
89
PRINCIPLE 7: Businesses, when engaging in influencing PRINCIPLE 8: Businesses should promote inclusive
public and regulatory policy, should do growth and equitable development
so in a manner that is responsible and
transparent. ESSENTIAL INDICATORS
ESSENTIAL INDICATORS 1. Details of Social Impact Assessments (SIA) of projects

undertaken by the entity based on applicable laws, in the
1. a. Number of affiliations with trade and industry current financial year.
chambers/ associations.
Not Applicable.
NIL
2. Provide information on project(s) for which
b. List the top 10 trade and industry chambers/ ongoing Rehabilitation and Resettlement (R&R) is
associations (determined based on the total being undertaken by your entity, in the following format:
members of such body) the entity is a member of/
affiliated to. Not Applicable.
3. Describe the mechanisms to receive and redress

Name of the trade Reach of the trade and
S. grievances of the community.
and industry industry chambers/
No. chambers/ associations ( State/ Investors address their complaints / queries / requests to
associations National) the Company or to Registrar & Transfer Agent or on the
- - - SEBI Scores system i.e., online redressal mechanism. The
- - - complaints / queries / requests received from the Investors
are mostly in the nature of non-receipt of interest / dividend,
Further, the Company ensures to protect the interest of
non-receipt of bond certificates / non-credit of bonds
its stakeholders
through electronic mode in demat account, clarification on
2. Provide details of corrective action taken or underway amount of interest/ dividend, updating of bank details, name
on any issues related to anti-competitive conduct by correction on bond certificate, issue of fresh interest warrant /
the entity, based on adverse orders from regulatory dividend warrant in lieu of mutilated warrant, delay in transfer
authorities. / transmission of bonds, delay in issue of duplicate bond
Certificate, remineralization/dematerialization of shares etc.
No adverse orders were passed from regulatory authorities. Complaints are resolved by Registrar and Transfer Agent
and in some of the case(s) intervention of the Company
LEADERSHIP INDICATORS is required such as clarification on calculation of interest,
revalidation of interest warrant/ dividend warrant and issue of
1. Details of public policy positions advocated by the duplicate bond certificate, remineralization of shares etc. the
entity: complaints are resolved within the stipulated time frame. Further,
company ensures to protect the interest of its stakeholders.
IRFC a statutory body under the Ministry of Railways plays a
significant role in funding the Indian Railways -"the national 4. Percentage of input material (inputs to total inputs by
operator of railway system". value) sourced from suppliers:
The Company represents its views through knowledge FY 2022-23 FY 2021-22

sharing systems, responses to surveys, feedback on industry Directly sourced 34.09% 35.26%
needs, among others. The Company regularly interacts with from MSMEs/ small
Ministry of Railways, Department of Public Enterprises on producers
various matters. Sourced directly 93.75% 93.75%
from within the
district and
neighboring
districts
90
LEADERSHIP INDICATORS 3. a) Do you have a preferential procurement policy where

you give preference to purchase from suppliers
1. Provide details of actions taken to mitigate any comprising marginalized /vulnerable groups? (Yes/No)
negative social impacts identified in the Social Impact
Assessments (Reference: Question 1 of Essential The Company has in place, a Manual for Procurement of
Indicators above): Goods, Services and Works, which provides guidelines
to expedite decision making process by way of
Not applicable. consolidating, simplifying and streamlining the various
steps to be followed in the process of award of contracts
2. Provide the following information on CSR projects from the procurement of goods, works & services as well
undertaken by your entity in designated aspirational as during its implementation on the ground.
districts as identified by Government bodies:
(b) From which marginalized /vulnerable groups do you
(H in Lakhs) procure?
State District Payment
IRFC has made it mandatory to procure 100% of
Bihar Banka 7.68 common use goods & services valuing upto H10 lakh
Begusarai 62.80 from MSME vendors and also to allow price preference
Muzaffarpur 32.00 upto 50% to MSEs, out of which 20% is reserved for SC/
Chhattisgarh Bastar 2.80 ST and women entrepreneurs. The Company extends
various facilities in its procurement procedures to
Sukma 2.80
registered MSMEs, such as supply of tender sets free
Haryana Mewat (Nuh) 22.96 of cost, exemption from payment of earnest money etc.
Himanchal Pradesh Chamba 22.00
Jharkhand Bokaro 13.78 (c) What percentage of total procurement (by value)
Giridh 2.80 does it constitute?
Latehar 79.76 IRFC has made it mandatory to procure 100% of
Ranchi 3.38 common use goods & services valuing upto H10 lakh
West Singhbhum 47.38 from MSME vendors and also to allow price preference
Maharashtra Gadchiroli 2.80 upto 50% to MSEs, out of which 20% is reserved for SC/
ST and women entrepreneurs. The Company extends
Odisha Balangir 2.40
various facilities in its procurement procedures to
Dhenkanal 2.40 registered MSMEs, such as supply of tender sets free
Kandhamal 2.80 of cost, exemption from payment of earnest money etc.
Koraput 2.40
Naupada 2.40 4. Details of the benefits derived and shared from the
intellectual properties owned or acquired by your entity (in
Nawarangpur 2.40
the current financial year), based on traditional knowledge:
Rayagada 2.40
Rajasthan Karauli 17.91 Not applicable.
Tripura Dhalai 2.80
5. Details of corrective actions taken or underway, based on
Uttarakhand Haridwar 34.35 any adverse order in intellectual property related disputes
Udham Singh 28.60 wherein usage of traditional knowledge is involved.
Nagar
No, adverse orders were passed in relation to intellectual
West Bengal Birbhum 2.40
property related disputes.
Dinajpur 2.40
Nadia 303.45
Grand Total 712.06
91
6. Details of beneficiaries of CSR Projects:

Approx. Number
% of beneficiaries
Sr. of people will be
CSR Project from vulnerable and
No. benefitted from the
marginalized groups
CSR Project
1. Procurement of Medical Equipment for Mahavir International, Delhi ≈1000 100
under CSR Initiative of IRFC
2. Medical equipment and furniture items for the Trauma and Emergency ** **
Department in the All-India Institute of Medical Sciences, Patna
3. Contribution towards Armed Forces Flag Day Fund (AFFDF) for the 833 100
welfare of veterans, widows and their dependents under the CSR
initiative of IRFC for the FY 2022-23
4. Construction of Pilgrim Accommodation block at Kedarnath through * 100
Shri Kedarnath Utthan Charitable Trust
5. Procurement of Ophthalmic Equipment for Eye Hospital Units of Tara * *
Sansthan
6. Medical equipment required for upgradation of the Department of * *
Neonatology at AIIMS Bhubaneswar
7. Skill Development Training to 2500 Persons with Disabilities (Divyangjan) 2500 100
through National Handicapped Finance Development Corporation
8. Construction of Sulabh Toilet Complexes at Uttar Pradesh and ** **
Karnataka State through SULABH
9. Distribution of Aids & Appliances to the Divyangjans through ALIMCO * 100
10. Treatment of diagnosed children with congenital heart diseases from 35 100
underprivileged families through Child Heart Foundation
11. Procurement of delivery vehicles for distribution of Hygienic Nutritious ** **
Meals through ISKCON
12. Support to 200 identified tribal students/ poor marginalized children 200 100
studying in various classes in the KISS foundation
13. Skill Development Training to 2000 underprivileged youth through 2000 100
National Backward classes and Finance development corporation
14. Making availability of quality Sanitary Napkins, Napkin Vending * 100
Machines, and Napkin Incinerators for adolescent girl students in 200
govt aided schools in different Aspirational districts in Bihar through
Nirman Foundation
15. Employment Oriented Training and Skill Development Programme for ≈1000 100
1000 Unemployed youth / SC / ST / OBC / Women & EWS of Society
through Construction Industry Development Council
16. Self Defense training for females to empower & self-protection with 1800 100
possible career opportunity in Aspirational District (Kupwara) of J&K
through SPEFL-SC
*Will be determined upon start and completion of the project.
**Exact number of beneficiaries cannot be determinable.
92
PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
IRFC a Govt. of India undertaking under the Ministry of Railways plays a significant role in funding the Indian Railways -"the national
operator of railway system". The primary objective of IRFC is to meet the predominant portion of ‘Extra Budgetary Resources’
(EBR) requirement of the Indian Railways through market borrowings at the most competitive rates and terms. The Company’s
principal business therefore is to borrow funds from the financial markets to finance the acquisition / creation of rolling stock
assets, leasing of railway infrastructure assets, and lending to other entities under the MoR like Rail Vikas Nigam Ltd, IRCON.
The objective of Fair Practice Code as per RBI guidelines covers in detail a grievance redressal mechanism for consumers to submit
their complaints if any. IRFC has a single client business relationship with MoR thus the adoption of the Fair Practice Code lacks
relevance in the context of IRFC and the Company has been granted exemption from adoption of Fair Practice Code from RBI.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:
As a percentage to total turnover
Environmental and social parameters relevant to the product Not Applicable
Safe and responsible usage 100%
Recycling and/or safe disposal Not Applicable
Being a NBFC categorized as IFC, the main products offered by IRFC include is to finance the acquisition of rolling stock assets,
leasing of railway infrastructure assets, and lending to other entities under the MoR. We lend funds to MoR and other Railway
Entities in order to fuel their growth plan. We have provided loans to Rail Vikas Nigam Limited (RVNL) and IRCON. The details of
leasing, lending and borrowings operations of the Company are available on the website of the Company at https://irfc.co.in.
3. Number of consumer complaints in respect of the following:
FY 2022-23 FY 2021-22
Received Pending Received Pending
during the resolution at Remarks during the resolution at Remarks
year end of year year end of year
Data privacy - - - - - -
Advertising - - - - - -
Cyber-security - - - - - -
Delivery of essential - - - - - -
services
Restrictive Trade - - - - - -
Practices
Unfair Trade Practices - - - - - -
Other - - - - - -
4. Details of instances of product recalls on account of 6. Provide details of any corrective actions taken or
safety issues: underway on issues relating to advertising, and delivery
of essential services; cyber security and data privacy
Not Applicable. of customers; re-occurrence of instances of product
recalls; penalty / action taken by regulatory authorities
5. Does the entity have a framework/ policy on cyber
on safety of products / services.
security and risks related to data privacy? (Yes/No) If
available, provide a web-link of the policy. Not Applicable.
The Company has a comprehensive risk management
policy which essentially covers cyber security and related
aspects. The policy is an internal document of the Company.
93
LEADERSHIP INDICATORS 4. Does the entity display product information on the

product over and above what is mandated as per local
1. Channels / platforms where information on products laws? (Yes/No/Not Applicable) If yes, provide details in
and services of the entity can be accessed (provide brief. Did your entity carry out any survey with regard to
web link, if available). consumer satisfaction relating to the major products /
services of the entity, significant locations of operation
Being a NBFC categorized as IFC, the main products offered
of the entity or the entity as a whole? (Yes/No)
by IRFC include is to finance the acquisition of rolling stock
assets, leasing of railway infrastructure assets, and lending IRFC a Govt. of India undertaking under the Ministry of
to other entities under the MoR. We lend funds to MoR and Railways plays a significant role in funding the Indian Railways
other Railway Entities in order to fuel their growth plan. We -"the national operator of railway system". The primary
have provided loans to Rail Vikas Nigam Limited (RVNL) objective of IRFC is to meet the predominant portion of
and IRCON. The details of leasing, lending and borrowings ‘Extra Budgetary Resources’ (EBR) requirement of the Indian
operations of the Company are available on the website of Railways through market borrowings at the most competitive
the Company at https://irfc.co.in. rates and terms. The Company’s principal business therefore
is to borrow funds from the financial markets to finance the
2. Steps taken to inform and educate consumers about
acquisition / creation of rolling stock assets, leasing of railway
safe and responsible usage of products and/or
infrastructure assets, and lending to other entities under the
services.
MoR like Rail Vikas Nigam Ltd, IRCON.
The main products offered by IRFC include is to finance
5. Provide the following information relating to data
the acquisition of rolling stock assets, leasing of railway
breaches:
infrastructure assets, and lending to other entities under
the MoR. We lend funds to MoR and other Railway Entities a. Number of instances of data breaches along-with
to fuel their growth plan. We have provided loans only to impact
Rail Vikas Nigam Limited (RVNL) and IRCON, These entities
falls under the Ministry of Railways. Thus, considering the b. Percentage of data breaches involving personally
business activities of the Company, this question has limited identifiable information of customers
applicability. Such instances were Nil for the financial year 2022-23.
3. Mechanisms in place to inform consumers of any risk For and on behalf of the Board of Directors
of disruption/discontinuation of essential services.
The Company has a comprehensive risk management Sd/-

Policy which essentially covers cyber crisis management (Shelly Verma)
plan. Any disruption on IT services will be reported to the Chairman & Managing Director
stakeholders as per the directives of RBI’s Master Direction Place : New Delhi (Addl. Charge) & Director (Finance)
of IT Framework for NBFCs. Date : 11th August, 2023 (DIN: 07935630)
94
ANNEXURE TO BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
P1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
IRFC conducts its business activities with utmost importance to ethics, transparency and accountability. The Company
has various policies and codes in place defining its Ethics and Governance framework, which are in full conformity with
the laws applicable to the Company. The said framework includes, and is not limited to, the following policies and codes
approved by the Board of Directors of the Company:-
Name of the Policy Weblink
Board Diversity Policy https://irfc.co.in/sites/default/files/inline-files/Board-
Diversity-Policy.pdf
Whistle Blower Policy https://irfc.co.in/sites/default/files/inline-files/Whistle-
Blower-Policy.pdf
Code of Business Conduct and Ethics https://irfc.co.in/sites/default/files/inline-files/Code-of-
business-conduct-ethics.pdf
Policy on Materiality of Related Party Transactions and https://irfc.co.in/sites/default/files/inline-files/Related-Party-
Dealing with Related Party Transactions Transactions-Policy.pdf
Code of Conduct for Regulating, Monitoring and Reporting https://irfc.co.in/sites/default/files/inline-files/Insider-Trading-
of Trading by Designated Persons and their Immediate Policy-New.pdf
Relatives and for Fair Disclosure
Policy on ‘fit & proper’ criteria of Directors https://irfc.co.in/sites/default/files/policies/IRFC%20FIT%20
PROPER%20CRITERIA%20POLICY.pdf
Nomination and Remuneration Policy https://irfc.co.in/sites/default/files/inline-files/Nomination-
Remuneration-Policy.pdf
Policy of Material Disclosure of Events https://irfc.co.in/sites/default/files/inline-files/Policy-on-
Material-Disclosure-of-Events.pdf
Prevention of Documents and Archival Policy https://irfc.co.in/sites/default/files/inline-files/Preservation-of-
Documents-and-Archival-Policy.pdf
Related Party Transaction Policy https://irfc.co.in/sites/default/files/inline-files/Related-Party-
Transactions-Policy.pdf
Dividend Distribution Policy https://irfc.co.in/sites/default/files/inline-files/Dividend-
Distribution-Policy.pdf
KYC Prevention and Money Laundering Policy https://irfc.co.in/sites/default/files/inline-files/Know-Your-
Customer-KYC-and-Prevention-of-Money-Laundering-
Activities-PMLA.pdf
Corporate Social Responsibility and Sustainability Policy https://irfc.co.in/sites/default/files/inline-files/CSR-Policy.
pdf
In addition to the above, there are other policies and rules, which are internal documents of the Company and are
accessible only to employees of the organization.
P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their
life cycle.
The Company is a NBFC and dedicated financing arm of the Indian Railways for mobilizing funds from domestic as well as
overseas Capital Markets. Details of the Company’s business activities are available at https://irfc.co.in/operation/leasing-
background, https://irfc.co.in/operation/lending-background and https://irfc.co.in/operation/borrowing-background. Further,
CSR Policy of the Company is available at https://irfc.co.in/sites/default/files/inline-files/CSR-Policy.pdf
P3 Businesses should promote the well-being of all employees
The Company has adopted various employee-oriented policies in line with the general laws and regulations and sound
ethical practices. Such policies are normally approved by the Board of Directors and are accessible to the employees of
the Company.
95
P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who
are disadvantaged, vulnerable and marginalized
The Company respects the interest of all its stakeholders, including those who are disadvantaged, vulnerable &
marginalized. The Company works towards inclusive growth through its Corporate Social Responsibility & Sustainability
Policy approved by the Board of Directors. The CSR & Sustainability Policy is available at https://irfc.co.in/sites/default/
files/inline-files/CSR-Policy.pdf
P5 Businesses should respect and promote human rights
IRFC strives to safeguard and uphold human rights in all ways possible. The Company has a Code of Business Conduct
& Ethics, which captures the behavioral and ethical standards to be followed by the Board Members and Senior
Management Personnel of the Company also, sets forth an obligation to strive continuously to bring about integrity and
transparency in all spheres of the activities & Work unstintingly for eradication of corruption in all spheres of life.
The Code is approved by the Board of Directors. All Directors & Senior Management members affirm compliance to the
same annually. The said Code is available at https://irfc.co.in/sites/default/files/inline-files/Code-of-business-conduct-
ethics.pdf
P6 Businesses should respect, protect and make efforts to restore the environment
IRFC is socially conscious organization and fully endorses the nine principles of Global Compact enunciated by the
United Nations Organization (UNO) which encompass area of human rights, environment protection and labour rights.
These principles of Global Compact are embedded in various organizational policies of the Company thereby facilitating
their implementation in a natural way.
IRFC consistently strives towards meeting the expectation of the society through proper planning and decision making
that will help in achieving a real and lasting reduction of social and economic disparities as well as protecting the
environment. IRFC continues to support activities that aim at improving the quality of life of both present and future
generations and at the same time safeguarding the capacity of the earth to support life in all its diversity.
P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
IRFC plays an active and responsible role in matters concerning public & regulatory policy. Senior officials of the Company
are involved from time to time in implementation of various Government Programmes and initiatives.
P8 Businesses should support inclusive growth and equitable development
IRFC has various policies to support inclusive growth and equitable development of all its stakeholders. The Company
has a Manual for Procurement of Goods, Service and Works. In addition to that, IRFC has a Board-approved CSR &
Sustainability Policy, which guides CSR initiatives of the Company, many of which are directed towards inclusive growth
and equitable development. IRFC’s Corporate Social Responsibility and Sustainability Policy of the Company is available
at https://irfc.co.in/sites/default/files/inline-files/CSR-Policy.pdf
P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner
As per RBI norms, IRFC has a Board-approved ‘KYC & Prevention of Money Laundering Policy’ which sets out the fair and
transparent practices to be followed by the Company in its lending operations, as prescribed under RBI norms. IRFC’s
KYC & Prevention of Money Laundering Policy is available at https://irfc.co.in/sites/default/files/inline-files/Know-Your-
Customer-KYC-and-Prevention-of-Money-Laundering-Activities-PMLA.pdf
All policies, code & processes are reviewed by the Board of Directors from time to time..
96
ANNEXURE – IV
Annual Report on CSR activities for the year 2022-23
1. Brief outline on CSR Policy of the Company.
IRFC is committed to being a responsible corporate entity and recognizes its obligations towards all stakeholders through its
Corporate Social Responsibility and Sustainability Policy (CSR & Sustainability Policy). As part of this policy, IRFC aims to support
sustainable development initiatives of the government, promote the preservation of the environment, and ensure a healthy future
for generations to come. The company also seeks to contribute to inclusive growth and equitable development in society by
empowering marginalized and underprivileged sections.
The development of IRFC's CSR & Sustainability Policy aligns with the provisions of the Companies Act 2013, including the
rules and regulations established under the act, as well as the guidelines issued by the Department of Public Enterprises (DPE).
While selecting CSR activities under the company's schemes, IRFC adheres to its Board-approved policy and complies with the
provisions of the Companies Act 2013 and CSR Rules. The policy also outlines the format for submitting CSR proposals to the
company for consideration. To evaluate the received proposals in accordance with the CSR Policy and applicable laws, a General
Manager Committee has been formed. Shortlisted proposals are then presented to the CSR Committee of the Board for approval
and subsequent recommendation to the Board of Directors.
IRFC enters into Memorandums of Understanding (MoUs) with implementing agencies for the execution of CSR projects and
finalizes the terms as approved by the Board. Implementing agencies are required to submit periodic reports, as well as a project
completion report upon the completion of projects. If necessary, the implementing agencies may also be requested to provide an
impact assessment report.
Considering the limited manpower resources of the company, IRFC aims to undertake short-term sustainability-focused CSR
activities that can be completed within a single financial year. Additionally, whenever feasible, IRFC contributes to larger projects
by sharing resources with other Railway PSUs/Central PSUs to create greater environmental, social, and economic impacts. These
contributions are subject to the Rules and Regulations of the Companies Act 2013 and other applicable statutes, guidelines, if any.
2. The composition of CSR Committee:

Number of meetings of Number of meetings of
Sr. Designation / Nature of
Name of Director CSR Committee held CSR Committee attended
No. Directorship
during their tenure during their tenure
1. Shri Amitabh Banerjee* Chairman & Managing 1 1
Director
2. Ms. Shelly Verma Member/ Chairman & 4 4
Managing Director (Addl.
Charge) and Director
(Finance)
3. Shri Bhaskar Choradia** Member/ Government 2 2
Nominee Director
4. Shri Vallabhbhai Maneklal Chairman / Independent 4 4
Patel*** Director
5. Smt. Sheela Pandit**** Member/ Independent 1 1
Director
* Shri Amitabh Banerjee ceased to be Chairman & member of the Committee w.e.f 15th October, 2022 due to pre mature termination from the post of CMD/IRFC
w.e.f. 15.10.2022 vide MoR Government of India order no 201 8/E(O)II/40/19 dated 6th May 2023.
** Shri Bhaskar Choradia appointed as member of the committee w.e.f 18th October 2022 and ceased to be member of the CSR Committee w.e.f 21st March, 2023.
*** Shri Vallabhbhai Maneklal Patel appointed as Chairman of the Committee w.e.f 21st March, 2023
**** Smt. Sheela Pandit appointed as member of the CSR committee w.e.f 21st March, 2023.
97
3. Transparency and Disclosure through Website: Composition of CSR Committee, CSR Policy, and Approved
CSR Projects:
Web-link for the Composition of CSR committee https://irfc.co.in/investors/corporate-governance
Web-link for the CSR Policy https://irfc.co.in/sites/default/files/inline-files/CSR-Policy.pdf
Web-link for the CSR projects https://irfc.co.in/csr
4. Impact Assessment of CSR Projects and Compliance with Companies (Corporate Social Responsibility
Policy) Rules, 2014
CSR Projects for the financial year 2022-23 are approved by the Board of Directors and provided in this report Point 8 (b) &
(c). Project(s) subject to Impact Assessment is required to be done after the expiry of at least one year post completion of
project. Accordingly, Impact Assessment for the projects approved in the financial year 2022-23 & for the previous year (wherever
applicable), shall be done after the expiry of at least one year after the completion of the respective project. IRFC has not
conducted any Impact Assessment during the year 2022-23. Wherever desired, IRFC asks the Implementing agency to conduct
the Impact Assessment and submit the report to IRFC.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate
Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
Sr. Amount available for set-off from Amount required to be set- off
Financial Year
No. preceding financial years (in J) for the financial year, if any (in J)
1 2020-21 NIL NIL
2 2021-22 NIL NIL
Total NIL NIL
6. Average net profit of the company as per section 135(5): J 4,565.41 Crores for the FY 2022-23.
7. (a) Two percent of average net profit of the company as per section 135(5) H 91.31 Crores
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years. NIL
(c) Amount required to be set off for the financial year, if any NIL
(d) Total CSR obligation for the financial year (7a+7b- 7c). H 91.31 Crores
8. (a) CSR amount spent or unspent for the financial year:
Amount Unspent (in J)

Total Amount transferred to Amount transferred to any fund specified
Total Amount Spent for the Unspent CSR Account as per under Schedule VII as per second proviso to
Financial Year (J) section 135(6) section 135(5)
Date of Name of the Date of
Amount Amount
transfer Fund transfer
32,30,52,209/- 59,00,47,791 /- 29.04.2023 NA NA NA
98
(b) Details of CSR amount spent against ongoing projects for the financial year:
1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Item
Amount Mode of Implementation
from the
Amount transferred to
list of Local Location of the project Mode of - Through Implementing
Amount spent in Unspent CSR Agency
Sr. activities area Project Implementation
Name of the Project allocated for the current Account for
No. in (Yes/ duration - Direct (Yes/
the project financial the project as
Schedule No) No). CSR
Year per Section
VII to the State District Name Registration
135(6)
Act. number
1. Proposal received (i) Yes Delhi Delhi 12 26,50,000 0.00 26,50,000 No Mahavir CSR00002906
from Mahavir months International,
International, Delhi for Delhi
Medical Equipment
under CSR Initiative
of IRFC
2. Medical equipment (i) No Bihar Patna 18 8,39,98,700 0.00 8,39,98,700 No AIIMS PATNA CSR00040032
and furniture items months
for the Trauma
and Emergency
Department in the
All-India Institute of
Medical Sciences,
Patna
3. Contribution towards (vi) No PAN India PAN India 12 99,96,000 0.00 99,96,000 No Armed Forces CSR00011199
Armed Forces Flag months Flag Day Fund
Day Fund (AFFDF) (AFFDF)
for the welfare of
veterans, widows and
their dependents
4. Construction
of Pilgrim Shri Kedarnath
Kedarnath 24
Accommodation Shri (xii) No Uttarakhand 10,66,53,000 0.00 10,66,53,000 No Utthan CSR00009855
(Rudraprayag) months
Kedarnath Utthan Charitable Trust
Charitable Trust
5 Rajasthan Udaipur
Procurement Maharashtra Mumbai
of Ophthalmic Haryana Faridabad 12
Equipment for Eye (i) No 72,57,000 0.00 72,57,000 No Tara Sansthan CSR00003030
Uttar Ghaziabad months
Hospital Units of Tara
Sansthan Pradesh (Loni)
6 Medical equipment
required for
upgradation of 18 AIIMS
(i) No Odisha Bhubaneswar 6,62,00,000 0.00 6,62,00,000 No CSR00030276
the Department of Months Bhubaneswar
Neonatology at AIIMS
Bhubaneswar
7 National
Skill Development
Handicapped
Training to
Aspirational 12 Finance and
2500 Persons (ii) No PAN India 6,66,50,472 0.00 6,66,50,472 No CSR00002343
Districts months Development
with Disabilities
Corporation
(Divyangjan)
(NHFDC)
8 Uttar
Construction Varanasi
Pradesh Sulabh
of Sulabh Toilet
12 International
Complexes at (i) No 1,57,86,776 0.00 1,57,86,776 No CSR00000185
Dharwad, months Social Service
Uttar Pradesh and Karnataka
Gadag Organization
Karnataka State.
9 Artificial Limbs
Distribution of Aids
Aspirational 12 Manufacturing
& Appliances to the (i) No PAN India 6,00,00,000 0.00 6,00,00,000 No CSR00000532
Districts months Corporation of
Divyangjans
India (ALIMCO)
10 Treatment of Delhi
diagnosed children
Punjab Child Heart
with congenital 12
(i) Yes 96,96,225 0.00 96,96,225 No Foundation CSR00001384
heart diseases from Assam Siliguri months
(CHF)
underprivileged
families
11 Procurement of International
delivery vehicles Society for
12
for distribution of (i) Yes Delhi Delhi 74,85,180 0.00 74,85,180 No Krishna CSR00005241
months
Hygienic Nutritious Consciousness
Meals (ISKCON)
12 Support to 200
identified tribal Kalinga
students/ poor Institute of
12
marginalized children (ii) No Odisha Bhubaneswar 60,00,000 0.00 60,00,000 No Social Sciences CSR00000319
months
studying in various (KISS),
classes in the KISS Bhubaneswar
foundation
99
1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Item
Amount Mode of Implementation
from the
Amount transferred to
list of Local Location of the project Mode of - Through Implementing
Amount spent in Unspent CSR Agency
Sr. activities area Project Implementation
Name of the Project allocated for the current Account for
No. in (Yes/ duration - Direct (Yes/
the project financial the project as
Schedule No) No). CSR
Year per Section
VII to the State District Name Registration
135(6)
Act. number
13 National
Backward
Skill Development Classes
Aspirational 12
Training to 2000 (ii) No PAN India 6,02,74,438 0.00 6,02,74,438 No Finance & CSR00003186
Districts months
underprivileged youth Development
Corporation
(NBCFDC)
14 Making availability 1.Aurangabad
of quality Sanitary
2.Banka
Napkins, Napkin
Vending Machines, 3. Begusari
and Napkin 4. Gaya 12 Nirman
Incinerators for (i) No Bihar 92,68,000 0.00 92,68,000 No CSR00017479
5. Jamui months Foundation
adolescent girl
students in 200 govt 6. Katihar
aided schools in
7. Khagaria
different Aspirational
districts in Bihar
15 Employment Oriented
Training and Skill
Development Construction
Programme for 1000 Aspirational 12 Industry
(ii) No PAN India 6,85,74,000 0.00 6,85,74,000 No CSR00017242
Unemployed youth Districts months Development
/ SC / ST / OBC / Council (CIDC)
Women & EWS of
Society
16 Self Defense
The Sports,
training for females
Physical
to empower &
Education,
self-protection with Jammu &
(iii) No Kupwara 6 months 95,58,000 0.00 95,58,000 No Fitness and CSR00018834
possible career Kashmir
Leisure Skills
opportunity in
Council
Aspirational District
(SPEFL-SC)
(Kupwara) of J&K
TOTAL 59,00,47,791/- 0.00 59,00,47,791/-
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
1) (2) (3) (4) (5) (6) (7) (8)
Mode of
Item from Location of the implementation -
Local project Through implementing
the list of Amount spent Mode of
Sr. Name of the area agency
activities in for the project implementation -
No. Project (Yes/
schedule VII (in J) Direct (Yes/No) CSR
No)
to the Act State District Name Registration
number
1. Contribution to (i) NA NA NA 1,00,00,000 Yes NA NA
Swacch Bharat
Kosh
2. Contribution to (iv) NA NA NA 1,00,00,000 Yes NA NA
Clean Ganga Fund
3. Contribution to PM (viii) NA NA NA 30,30,52,209 Yes NA NA
CARES Fund
TOTAL 32,30,52,209/-
(d) Amount spent in Administrative Overheads: - NIL
(e) Amount spent on Impact Assessment, if applicable: - NIL
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): - J 32,30,52,209/-
(g) Excess amount for set off, if any: Nil
100
Sr. No. Particular Amount (in J)

(i) Two percent of average net profit of the company as per section 135(5) 91,31,00,000/-
(ii) Total amount spent for the Financial Year 32,30,52,209/-
(iii) Excess amount spent for the financial year [(ii)-(i)] NIL
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous NIL
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] NIL
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Amount transferred to any fund specified
Amount Amount
Amount under Schedule VII as per section 135(6), if
transferred remaining to
Preceding spent in the any
Sr. to Unspent be spent in
Financial reporting
No. CSR Account succeeding
Year Financial Year Name of the Date of
under section Amount (in J) financial
(in J) Fund transfer
135 (6) (in J) years (in J)
1. 2019-20 9,61,15,200/- NA NA NA NA 9,61,15,200/-

2. 2020-21 18,93,60,218 /- 3,04,34,742/- NA NA NA 15,89,25,476 /-
3. 2021-22 25,04,20,565/- 7,16,57,146/- NA NA NA 17,87,63,419/-
TOTAL 53,58,95,983/- 10,20,91,888/- NA NA NA 43,38,04,095/-
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)

Amount spent Cumulative
Financial Total amount Status
on the project amount spent
Year in allocated for of the
Sr. in the reporting at the end
Project ID Name of the Project which the Project duration the project project -
No. Financial Year of reporting
project was (in J) Completed
(in J) Financial
commenced / Ongoing
Year (in J)
1. CSR-11/CEL/2018- Solar Powered Street Lightning 2018-19 8-12 Weeks, 4,00,00,000/- 17,04,422/- 4,00,00,000/- Completed
19 System at Government School, extendable upto
community centre & health care maximum 3 years
2. CSR-12/CEL/2018- Solar Powered Lightning System at 2018-19 8-12 Weeks 5,00,00,000/- 1,65,20,000/- 5,00,00,000/- Completed
19 Government School, Community Extendable upto
Centre & Health Care maximum 3 years
3. CSR-4/ Conducting the skill training of 2018-19 6 months, 1,00,00,000/- 49,71,604/- 99,63,976/- Completed
NHFDC/2018-19 persons with Disablities (Divyangjan) extendable upto
maximum 3 years
4. CSR-2/ Distribution of Aids & appliances to 2018-19 180 days, 3,00,00,000/- 47,38,441/- 2,96,86,431/- Completed
ALIMCO/2018-19 the Divyangjan extendable upto
maximum 3 years
5. FY31.03.2021_2 02 (Two) advanced fully-equipped 2020-21 6 Months, 72,18,818/- 6,38,400/- 63,84,000/- Completed
life supporting ambulances for extendable upto
Central Hospital, Southern Eastern maximum 3 years
Railway, Kolkata
6. FY31.03.2021_3 Computer Navigation System for 2020-21 6 Months, 2,80,00,000/- 2,75,98,342/- 2,75,98,342/- Completed
Dr. Babasaheb Ambedkar Memorial extendable upto
Hospital, Central Railway maximum 3 years
7. FY31.03.2021_4 Cold-chain storage equipment to 2020-21 8-12 Weeks 48,01,788/- 21,98,000/- 48,01,788 /- Completed
Delhi (State) to support COVID-19 Extendable upto
vaccination programme (DF) maximum 3 years
101
(1) (2) (3) (4) (5) (6) (7) (8) (9)

Amount spent Cumulative
Financial Total amount Status
on the project amount spent
Year in allocated for of the
Sr. in the reporting at the end
Project ID Name of the Project which the Project duration the project project -
No. Financial Year of reporting
project was (in J) Completed
(in J) Financial
commenced / Ongoing
Year (in J)
8. FY31.03.2022_1 Air Purifier for Northern Railway 2021-22 6 Months, 49,98,480/- 29,50,236/- 29,50,236/- Ongoing
Central Hospital Extendable up to
Maximum 3 Years.
9. FY31.03.2022_3 Medical equipment required in 2021-22 6 Months 2,98,65,000/- 2,98,65,000/- 2,98,65,000/- Completed
existing Charitable Hospital at Rural Extendable up to
Mayapur, Nadia Maximum 3 Years.
10. FY31.03.2022_4 Medical equipments required to 2021-22 6 Months 1,25,78,000/- 1,11,92,660/- 1,11,92,660/- Ongoing
equip a modern EYE OT & OPD of Extendable up to
Pranavananda Eye Clinic at Village- Maximum 3 Years.
Wazirpur, Sector-92, Dist. Gurugram, Further extended
Haryana up to 31.03.2023
11. FY31.03.2022_8 Medical Equipments to enhance the 2021-22 6 Months 36,52,000/- 25,86,528/- 25,86,528/- Ongoing
eye care facilities at TLM Hospital Extendable up to
Maximum 3 Years.
12. FY31.03.2022_9 200 Cleft Surgeries in different 2021-22 12 Months 90,00,000/- 29,25,000/- 29,25,000/- Ongoing
Aspirational Districts Extendable up to
Maximum 3 Years.
13. FY31.03.2022_10 Implementation of STEM Education 2021-22 12 Months 94,00,000/- 24,00,000/- 24,00,000/- Ongoing
& Bridging Digital Divide in Extendable up to
Government Schools in Aspirational Maximum 3 Years.
Districts in WB and Odisha
14. FY31.03.2022_11 Contribution towards Central Welfare 2021-22 12 Months 99,96,000/- 56,64,400/- 56,64,400/- Ongoing
Fund Extendable up to
Maximum 3 Years.
15. FY31.03.2022_12 Support to 200 Ekal Vidyalayas in 2021-22 12 Months 44,00,000/- 22,00,000/- 22,00,000/- Ongoing
Aspirational Districts Extendable up to
Maximum 3 Years.
16. FY31.03.2022_15 Training for power sector job role as 2021-22 8 Months 92,03,400/- 64,42,380 64,42,380/- Ongoing
Distribution Lineman and Assistant Extendable up to
technician: street Light Installation & Maximum 3 Years.
maintenance in Aspirational Districts
17. FY31.03.2022_16 Instalment of Sanitary Pad Vending 2021-22 6 Months 18,33,000/- 10,40,022/- 10,40,022/- Ongoing
Machine and Hand Sanitization Extendable up to
(Auto) machines in Govt or aided Maximum 3 Years.
schools of Aspirational District
Haridwar and remote areas of pauri,
Tehri and Almora Districts
18. FY31.03.2022_18 Medical Equipment’s in Shri Sai 2021-22 6 Months 56,46,445/- 43,90,920/- 43,90,920/- Ongoing
Institute of Medical Sciences Extendable up to
Hospital & Research Centre, Maximum 3 Years.
Manipur
TOTAL 27,05,92,931/- 13,00,26,355/- 24,00,91,683/
102
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or
acquired through CSR spent in the financial year (asset-wise details).
(a) Date of creation or acquisition of the capital asset(s). NIL
(b) Amount of CSR spent for creation or acquisition of capital asset.:- NIL
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered their address etc. NIL
(d) Provide details of the capital asset(s) created or acquired (Including complete address and location of the capital asset). NIL
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per
section 135(5). Not Applicable
Sd/- Sd/-
(Shelly Verma) (Shri Vallabhbhai Maneklal Patel)
CMD (Addl. Charge), CEO Independent Director &
Place : New Delhi & Director (Finance) Chairman CSR Committee
Date: 11th August, 2023 DIN: 07935630 DIN: 07713055
103
Annexure-V
Secretarial Audit Report

[For the Financial Year ended on 31st March, 2023]
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
To,
The Members,
Indian Railway Finance Corporation Limited
Registered Office: UG - Floor, East Tower, NBCC Place,
Bhisham Pitamah Marg, Pragati Vihar, Lodhi Road,
New Delhi- 110003
We have conducted the Secretarial Audit of the compliance of (a) The Securities and Exchange Board of India (Listing
applicable statutory provisions and adherence to good corporate Obligations and Disclosure Requirements) Regulations,
practices by the Indian Railway Finance Corporation Limited 2015;
(CIN-L65910DL1986GOI026363) (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided us a (b) The Securities and Exchange Board of India (Substantial
reasonable basis for evaluating the corporate conducts / statutory Acquisition of Shares and Takeovers) Regulations,
compliances and expressing our opinion thereon. 2011;
Based on our verification of the books, papers, minute books, (c) The Securities and Exchange Board of India (Prohibition
forms and returns filed and other records or registers maintained of Insider Trading) Regulations, 2015;
by the Company and also the information provided by the
(d) The Securities and Exchange Board of India (Issue of
Company, its officers, agents and authorized representatives
Capital and Disclosure Requirements) Regulations, 2009;
during the conduct of Secretarial Audit, we hereby report that in
[Not applicable on the Company during the audit period]
our opinion, the Company has, during the audit period covering
the financial year ended on 31st March 2023, complied with the (e) The Securities and Exchange Board of India (Issue and
statutory provisions listed hereunder and also that the Company Listing of Debt Securities) Regulations, 2008;
has proper Board-Processes and Compliance-Mechanism in
place to the extent, in the manner and subject to the reporting (f) The Securities and Exchange Board of India (Registrars
made hereinafter: to an Issue and Shares Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with
We have examined the books, papers, minute books, forms and client; The Company was not engaged in the activities
returns filed and other records maintained by the Company for the relating to Registrar to an Issue and was also not
period ended on 31st March 2023 according to the provisions of: acting as Share Transfer Agent, Hence the aforesaid
Regulations were not applicable to the Company during
(i) The Companies Act, 2013 (the Act) and the Rules made
the audit period;
thereunder;
(g) The Securities and Exchange Board of India (Employee
(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and
Stock Option Scheme and Employee Stock Purchase
the rules made thereunder;
Scheme) Guidelines, 1999 and the Securities and
(iii) The Depositories Act, 1996 and the Regulations and Bye- Exchange Board of India (Share Based Employee
laws framed there under; Benefits) Regulations, 2014; [Not applicable on the
Company during the audit period];
(iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign (h) Securities and Exchange Board of India (Issue and
Direct Investment, Overseas Direct Investment and External Listing of Non-Convertible and Redeemable Preference
Commercial Borrowings; Shares) Regulations, 2013; [Not applicable on the
company during review period]
(v) The following Regulations and Guidelines prescribed under
the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’) viz.;
104
(i) The Securities and Exchange Board of India (Delisting number of Independent Directors on the Board was less than half
of Equity Shares) Regulations, 2009; [Not applicable on of the total strength of Board as required under regulation 17(1)
the Company during the audit period]; of Securities and Exchange Board of India (Listing Obligations
& Disclosure Requirements) Regulations, 2015 and the DPE
(j) The Securities and Exchange Board of India (Buyback guidelines. The Company has been requesting and following up
of Securities) Regulations, 1998; [Not applicable on the with its administrative ministry i.e., Ministry of Railways (MoR) for
Company during the audit period] the appointment of requisite number of independent Directors
on its Board.
(vi) Other labour, environment and specific applicable Acts
/ Laws to the Company for which Secretarial Audit was We further report that:
conducted as an overview audit and was generally based/
relied upon the documents provided to us & other audit The Board of Directors of the Company is duly constituted with
report and certificates given by other professionals, the proper balance of Executive Directors, Non-Executive Directors.
company has complied with the following Acts / Laws However, as mentioned above, the company did not have
applicable to the Company during the audit period: requisite number of Independent Director on its Board during the
period under review. The changes, if any, in the composition of
a) Reserve Bank of India Act read with Non-Banking the Board that took place during the period under review were
Financial Companies (Reserve Bank) Directions 2016 carried out in compliance with the provisions of the Act.
issued by Reserve Bank of India as amended till date;
Adequate notice is given to all Directors to schedule the Board
b) Labour and Social Security Laws (to the extent as and Committee Meetings as per the statutory provisions, and
applicable); agenda and detailed notes on agenda which were sent at shorter
notice were taken up after obtaining the requisite permission as
c) Indian Stamp Act 1899;
required under the Secretarial Standard -1 of ICSI. Further a
d) Right to Information Act 2005. system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for
e) Micro, Small & Medium Enterprises Development meaningful participation at the meeting.
(MSMED) Act, 2006
All decisions at Board and/or Committee meetings are carried
f) Sexual Harassment of Women at Workplace (Prevention, out unanimously as recorded in the minutes of the meetings of
Prohibition and Redressal) Act 2013. the Board of Directors or respective Committee of the Board, as
the case may be.
We have also examined compliance with the applicable clauses
of the following: There was no prosecution initiated during the year under review
under the Companies Act 2013, SEBI Act, Depositories Act and
a. Secretarial Standards issued by the Institute of Company
Rules, Regulations and Guidelines framed under these Acts
Secretaries of India.
against / on the Company, its Directors and Officers. However
b. DPE guidelines on Corporate Governance for Central during the year under review the NSE and BSE each have levied
Public Sector Enterprises issued by the ‘Department of fine of H 21,53,500 for non compliance of Regulation 17 of
Public Enterprises’, Ministry of Heavy Industries and Public SEBI (LODR) Regulations, 2015 in respect of non-appointment
Enterprises, Government of India; of requisite numbers of Independent Directors. However, the
Company has requested NSE and BSE to waive off the said fines
We have not examined the applicable financial laws, like direct imposed on the Company.
and indirect tax laws, since the same have been subject to review
by statutory financial audit and other designated professionals. We further report that based on the information received and
records maintained there are adequate systems and processes
We report that during the period under review the Company in the Company commensurate with the size and operations
has complied with the provisions of the Act, Rules, Regulations, of the Company to monitor and ensure compliance with other
Guidelines, Standards, etc. as mentioned above except that the applicable laws, rules, regulations and guidelines.
105
We further report that during the period under review, the Company has issued Domestic Bonds aggregating H 21,558.70 crores
comprised of nine series of bonds including Bharat Bonds ETF aggregating H 500 crores.
We further report that during the audit period, there were no instances of:
a) Public / Right / Preferential Issue of Shares / Sweat Equity;
b) Buy-back of Securities;
c) Merger / Amalgamation / Reconstruction etc. and
d) Foreign Technical Collaborations.

Company Secretaries
Sd/-
CS Akhil Rohatgi
FCS: 1600, COP:2317
Date: 21.07.2023 UDIN No: F001600E000652789
[Note: This report is to be read with our letter of even date which is annexed as “Annexure-A” and forms an integral part of this report]
106
Annexure –“A” to Secretarial Audit Report
To,
The Members,
Indian Railway Financial Corporation Limited
Registered Office: UG Floor, East Tower, NBCC Place,
Bhisham Pitamah Marg, Pragati Vihar, Lodhi Road,
New Delhi-110003
Our report of even date is to be read along with this letter as under:
1) Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an
opinion on these secretarial records on our audit.
2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3) We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
4) Where ever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and
happening of events etc.
5) The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
Management. Our examination was limited to the verification of procedures on test basis.
6) The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the Management has conducted the affairs of the company.

Company Secretaries
Sd/-
CS Akhil Rohatgi
FCS: 1600, COP:2317
Date: 21.07.2023 UDIN No: F001600E000652789
107
Annexure-VI
Auditors' Certificate on Compliance of Conditions of Corporate Governance
To,
The Members of
CIN: L65910DL1986GOI026363
Registered Office: Room No 1316-1349, 3rd Floor
Hotel The Ashok Diplomatic Enclave,
50-B, Chanakyapuri, New Delh-110021
We have examined the compliance of conditions of Corporate Governance by Indian Railway Finance Corporation Limited (IRFC/
Company) for the year ended March 31, 2023, as stipulated in the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Guidelines on Corporate Governance for Central Public Sector Enterprises, 2010
issued by Department of Public Enterprise (DPE Guidelines).
The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. Our examination
has been limited to review of procedures and implementations thereof, adopted by the Company for ensuring the compliance of the
conditions of Corporate Governance as stipulated in the said clause and guidelines. It is neither an audit nor an expression of opinion
on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the Securities and Exchange Board of India (Listing Obligations
& Disclosure Requirements) Regulations, 2015 and in DPE Guidelines, except that during the period under review the number of
Independent Directors on the Board was less than half of the total strength of Board as required under regulation 17(1) of Securities
and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and in DPE Guidelines.
Company/IRFC has explained that IRFC being a Government Company, all the Directors are appointed by the President of India,
acting through administrative ministry, i.e., Ministry of Railways (MoR) and as such this is beyond the control of the Company. The
Company has requested to MoR for appointment of requisite number of Independent Directors on its Board.
We further state that such compliance certificate is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.

Company Secretaries
Sd/-
CS Akhil Rohatgi
FCS: 1600, COP:2317
Place: New Delhi ICSI Unique Regn Code No: P1995DE072900
Date: 24/05/2023 UDIN No: F001600E000367680
108
Annexure-VII
EXTRACT OF ANNUAL RETURN

for the financial year ended 31st March 2023
I. REGISTRATION AND OTHER DETAILS

i) CIN L65910DL1986GOI026363
ii) Registration Date 12th December, 1986
iii) Name of the Company Indian Railway Finance Corporation Limited
iv) Category / Sub-Category of the Company Infrastructure Finance Company
v) Address of the Registered office and Indian Railway Finance Corporation Ltd.
contact details UG Floor, East Tower, NBCC Place, Bhisham Pitamah Marg,
Contact No(s) - 011-41063717
Website - https://irfc.co.in/
Email - [email protected]
vi) Whether listed company (Yes / No) Yes
vii) Name, Address and Contact details of M/s Beetal Financial and Computer Services Private limited
Registrar and Transfer Agent, if any 3rd Floor, 99 Madangir, Behind Local Shopping Centre,
Near Dada Harsukhdas Mandir, New Delhi- 110062
Contact No(s) - 011-29961281
Website -www.beetalfinancial.com
Email - [email protected]
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated: -
% to total
Sr. NIC Code of the
Name and Description of main products / services turnover of the
No. Product / service
Company
1. Lease Income 64910 68.41%
2. Interest Income 64910 28.84%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Holding/
Sr. % of shares Applicable
Name and Address of the Company CIN / GLN Subsidiary /
No. held Section
Associate
NIL
109
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding:
No. of shares held at the beginning of the year i.e., No. of shares held at the end of the year i.e., %
01.04.2022 31.03.2023 Change
Category
Category of Shareholder Total Total
Code during
Demat Physical Total % of Demat Physical Total % of
shares shares the year
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(A) PROMOTER AND
PROMOTER GROUP
(1) Indian - - - - - - - - -
(a) Individual - - - - - - - - -
(b) Huf - - - - - - - - -
(c ) Central Govt /state Govt/ 11286437000 - 11286437000 86.36 11286437000 - 11286437000 86.36 Nil
President of India Acting
Through The MoR
(d) Financial Inst/banks - - - - - - - - -
(e) Any other - - - - - - - - -
Other - Body Corporate - - - - - - - - -
Sub – Total A(1) 11286437000 - 11286437000 86.36 11286437000 - 11286437000 86.36 Nil
(2) Foreign - - - - - - - - -
(a) Individual(NRI/ Foreign - - - - - - - - -
Individual )
(b) Government - - - - - - - - -
(c) Institutions - - - - - - - - -
(d) Foreign Portfolio Investor - - - - - - - - -
(e) Any Other - - - - - - - - -
Sub - Total - - - - - - - - -
Total A=A(1)+A(2) 11286437000 - 11286437000 86.36 11286437000 - 11286437000 86.36 Nil
(B) PUBLIC SHAREHOLDING
(1) Institutions
(a) Mutual Funds 263546443 - 263546443 2.02 179089208 - 179089208 1.37 (0.65)
Hdfc Trustee Company 215454394 - 215454394 1.65 165570105 - 165570105 1.27 (0.38)
Limited-hdfc Flexi Cap Fund
(b) Venture Capital Funds - - - - - - - - -
(c) Alternate Investment Funds - - - - - - - - -
(d) Foreign Venture Capital - - - - - - - - -
Investors
(e) Foreign Portfolio Investors 146762280 - 146762280 1.12 149360058 - 149360058 1.15 0.03
(f) Financial Inst/banks - - - - - - - - -
(g) Insurance Companies 151978616 - 151978616 1.16 163928865 - 163928865 1.25 0.09
(h) Provident Funds/ Pension - - - - - - - - -
Fund
(i) Any other - - - - - - - - -
Sub-total (B)(1) 562287339 - 562287339 4.30 492378131 - 492378131 3.77 (0.53)
(2) Central Govt /state Govt/ - - - - - - - - -
President Of India
Sub-total (B)(2) - - - - - - - - -
(3) Non-institutions - - - -
(a) (i) Individual-Holding Nom. 821619893 1625 821621518 6.29 792942533 1600 792944133 6.07 (0.22)
Val. upto H 1 lakhs
(ii) Individual-Holding Nom. 278645627 - 278645627 2.13 375989724 - 375989724 2.87 0.74
Val. greater then H 1 lakhs
(b) Nbfc Registered with RBI - - - - - - - - -
(c) Employees Trust 500 - 500 0.00 - - - - -
(d) Overseas Depository Holding - - - - - - - - -
DRs
110
No. of shares held at the beginning of the year i.e., No. of shares held at the end of the year i.e., %
01.04.2022 31.03.2023 Change
Category
Category of Shareholder Total Total
Code during
Demat Physical Total % of Demat Physical Total % of
shares shares the year
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(e) Any Other- Key Managerial 13225 - 13225 0.00 5 - 5 0.00 0.00
Personnel (KMP)
Other - Body Corp 51492228 - 51492228 0.39 50494967 - 50494967 0.39 -
Other - Trusts 2288313 - 2288313 0.02 2806596 - 2806596 0.02 -
Other - Clearing Member 4658633 - 4658633 0.04 3988237 - 3988237 0.03 (0.01)
Other - N R I - Non - 7173211 - 7173211 0.05 8934167 - 8934167 0.07 0.02
Repatriable
Other - N R I - Repatriable 20133530 - 20133530 0.15 19768250 - 19768250 0.15 -
Other - Individual HUF 33754876 - 33754876 0.26 34764790 - 34764790 0.27 0.01
Other - QIB - - - - - - -
Sub-total (B)(3) 1219780036 1625 1219781661 9.33 1289689264 1600 1289690869 9.9 0.57
Total Public Shareholding 1782067375 1625 1782069000 13.64 1782067400 1600 1782069000 13.64 -
(C) Shares held by custodians - - - - - - - - -
GRAND TOTAL (A+B+C): 13068504375 1625 13068506000 100 13068504400 1600 13068506000 100 -
ii) Shareholding of Promoters:
Shareholding at the beginning of the year Shareholding at the end of the year % change in
% of Shares % of Shares the share-
Sr. % of total % of total
Shareholder’s name Pledged / Pledged / holding
No. No. of Shares shares of the No. of Shares shares of the
encumbered encumbered during the
Company Company
to total shares to total shares year
1. President of India through Ministry 11286437000 86.36 Nil 11286437000 86.36 Nil Nil
of Railways
Total 11286437000 86.36 Nil 11286437000 86.36 Nil Nil
iii) Change in Promoters’ Shareholding (please specify, if there is no change):
Shareholding at the beginning of Cumulative Shareholding at the

the year end of the year
Sr. No. Promoter % of total
% of total Shares
No. of Shares No. of Shares Shares of the
of the Company
Company
1. President of India through Ministry of Railways
At the beginning of the year 11286437000 86.36 11286437000 86.36
Date wise increase / Decrease in Promoters Shareholding during the year
specifying the reasons for increase / decrease (e.g., allotment / transfer/ NIL
bonus/ sweat equity etc.
At the end of the year 11286437000 86.36 11286437000 86.36
111
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Shareholding at the Cumulative Shareholding

beginning of the year during the year
Sr.
Name of the Shareholder % of total % of total
No. No. of No. of
Shares of the Shares of the
Shares Shares
Company Company
1. HDFC TRUSTEE COMPANY LIMITED-HDFC FLEXI 215454394 1.6487 - -
CAP FUND
Date wise increase / Decrease in Shareholding during the
year specifying the reasons for increase / decrease (e.g.,
allotment / transfer/ bonus/ sweat equity etc.)
Decrease - 08/04/2022 (1000000) (0.0077) 214454394 1.6410
Decrease - 24/06/2022 (750000) (0.0057) 213704394 1.6353
Decrease - 30/06/2022 (1500000) (0.0115) 212204394 1.6238
Decrease - 08/07/2022 (1273000) (0.0097) 210931394 1.6140
Decrease - 15/07/2022 (1365706) (0.0105) 209565688 1.6036
Decrease - 25/11/2022 (400000) (0.0031) 209165688 1.6005
Decrease – 02/12/2022 (30776325) (0.2355) 178389363 1.3650
Decrease – 09/12/2022 (200000) (0.0015) 178189363 1.3635
Decrease – 10/02/2023 (4000000) (0.0306) 174189363 1.3329
Decrease – 17/02/2023 (4564208) (0.0349) 169625155 1.2980
Decrease – 24/02/2023 (2074398) (0.0159) 167550757 1.2821
Decrease – 03/03/2023 (1979354) (0.0151) 165571403 1.2669
Decrease – 24/03/2023 (154) 0.0000 165571249 1.2669
Decrease - 31/03/2023 (1144) 0.0000 165570105 1.2669
Shareholding at the end of the year 165570105 1.2669
2. LIFE INSURANCE CORPORATION OF INDIA 114200185 0.8739 - -
year specifying the reasons for increase /decrease (e.g., NIL
3. TATA AIG GENERAL INSURANCE COMPANY LIMITED 33840526 0.2589 - -
Increase – 13/05/2022 2984119 0.0228 36824645 0.2818
Increase – 20/05/2022 1150000 0.0088 37974645 0.2906
Increase – 03/06/2022 710597 0.0054 38685242 0.2960
Increase – 10/06/2022 2441485 0.0187 41126727 0.3147
Increase – 17/02/2023 1700000 0.0130 42826727 0.3277
Increase – 24/02/2023 4227706 0.0324 47054433 0.3601
4. VANGUARD EMERGING MARKETS STOCK INDEX
FUND, A SERIES OF VANGUARD INTERNATIONAL 24182311 0.1850 - -
EQUITY INDEX FUNDS
Increase – 29/04/2022 866141 0.0066 25048452 0.1917
Increase – 12/08/2022 176816 0.0014 25225268 0.1930
Increase – 19/08/2022 716939 0.0055 25942207 0.1985
Decrease – 23/12/2022 (649657) (0.0050) 25292550 0.1935
112

Sr.
No. No. of No. of
Shares Shares
Company Company
5. VANGUARD TOTAL INTERNATIONAL STOCK INDEX 23390629 0.1790 - -
FUND
Increase – 22/04/2022 564616 0.0043 23955245 0.1833
Increase – 29/04/2022 385002 0.0029 24340247 0.1863
Decrease – 21/10/2022 (411211) (0.0031) 23929036 0.1831
6. RADHAKISHAN S DAMANI Nil - - -
Increase - 02/12/2022 10200000 0.0781 10200000 0.0781
Decrease - 23/12/2022 (50000) (0.0004) 10150000 0.0777
Increase - 30/12/2022 350000 0.0027 10500000 0.0803
Decrease - 06/01/2023 (300000) (0.0023) 10200000 0.0781
Increase - 03/02/2023 50000 0.0004 10250000 0.0784
Increase - 10/02/2023 150000 0.0011 10400000 0.0796
Increase - 17/02/2023 150000 0.0011 10550000 0.0807
Increase - 24/02/2023 250000 0.0019 10800000 0.0826
Increase - 03/03/2023 150000 0.0011 10950000 0.0838
Increase - 17/03/2023 100000 0.0008 11050000 0.0846
Increase - 31/03/2023 200000 0.0015 11250000 0.0861
7. GOVERNMENT PENSION FUND GLOBAL 7000460 0.0536 - -
Increase - 29/04/2022 4332142 0.0331 11332602 0.0867
Increase - 06/05/2022 1600000 0.0122 12932602 0.0990
Decrease - 25/11/2022 (1908136) (0.0146) 11024466 0.0844
Decrease - 02/12/2022 (5091864) (0.0390) 5932602 0.0454
Increase - 03/02/2023 5100000 0.0390 11032602 0.0844
8. VANGUARD FIDUCIARY TRUST COMPANY 8992944 0.0688 - -
INSTITUTIONAL TOTAL INTERNATIONAL STOCK
MARKET INDEX TRUST II
Increase - 21/10/2022 411211 0.0031 9404155 0.0720
Increase - 23/12/2022 1247951 0.0095 10652106 0.0815
113

Sr.
No. No. of No. of
Shares Shares
Company Company
9. PARAG PARIKH CONSERVATIVE HYBRID FUND 4230498 0.0324 - -
Increase - 13/05/2022 1550000 0.0119 5780498 0.0442
Increase - 17/06/2022 200000 0.0015 5980498 0.0458
Increase - 15/07/2022 630000 0.0048 6610498 0.0506
Increase - 05/08/2022 1050100 0.0080 7660598 0.0586
Increase - 12/08/2022 1000000 0.0077 8660598 0.0663
Increase - 19/08/2022 350000 0.0027 9010598 0.0689
Increase - 02/09/2022 365825 0.0028 9376423 0.0717
Increase - 23/09/2022 600000 0.0046 9976423 0.0763
10. MKT CAPITAL LP 9000000 0.0689 - -
year specifying the reasons for increase / decrease (e.g., NIL
Note: 1. Reasons for increase / decrease unless stated, may be trade / transfer.
2. Top ten shareholders as on 31st March 2023 have been considered, for the above disclosures. Shareholding is
consolidated based on permanent account number (PAN) of the shareholder.
(v) Shareholding of Directors and Key Managerial Personnel:
Cumulative Shareholding
Change in Shareholding
During the year
Name of the Director / KMP % of total % of total
No. of No. of
Shares Shares
Company Company
Ms. Shelly Verma, CMD (Addl. Charge), CEO & Director
Finance (DF)*
At the beginning of the year 01/04/2022 Nil - - -
Date wise increase/decrease in Shareholding during the year
specifying the reasons for increase/decrease (e.g. allotment/ No Change
transfer/bonus/sweat equity etc.)
At the end of the year 31/03/2023 - - Nil -
Shri Baldeo Purushartha, Govt. Nominee Director Nil - - -

At the beginning of the year 01/04/2022
114
Cumulative Shareholding
Change in Shareholding
During the year
Name of the Director / KMP % of total % of total
No. of No. of
Shares Shares
Company Company
Shri. Bhaskar Choradia, Govt. Nominee Director
Shri. Vallabhbhai Maneklal Patel, Non- Official/ Nil - - -

Independent Director
At the beginning of the year 01/04/2022
Smt. Sheela Pandit, Non- Official/ Independent Director

Shri. Vijay Babulal Shirode, Company Secretary (KMP)

At the beginning of the year 01/04/2022 13225 0.00 13225 0.00
specifying the reasons for increase/decrease (e.g. allotment/ Decrease in shareholding
Decrease- 20/02/2023 13220 0.00 5 0.00
At the end of the year 31/03/2023 - - 5 0.00
Notes:
* Ministry of Railways (MoR), vide its order No. 2018/E(O)II/40/19 dated 06.05.2023 has pre-maturely terminated the services of Shri. Amitabh Banerjee from the post
of CMD/IRFC w.e.f. 15.10.2022 and ex-post facto approved the entrustment of Addl. Charge of post of CMD to Ms. Shelly Verma, Director (Finance) for a period of
one-year w.e.f. 15.10.2022 or until further orders. Further, MoR has already divested Shri. Banerjee from the charge of post of CMD/IRFC w.e.f. 15/10/2022 and Ms.
Shelly Verma has been entrusted with the Addl. Charge of the post of CMD/IRFC w.e.f. 15/10/2022.
115
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(H in Mn)
Secured Loans
Unsecured Total
excluding Deposits
Loans Indebtedness
Deposits
Indebtedness at the beginning of the financial year
i) Principal amount 27,17,200.49 11,66,965.69 - 38,84,166.18
ii) Interest due but not paid - - - -
iii) Interest Accrued but not due 68,263.70 37,372.65 - 1,05,636.35
Total (i+ii+iii) 27,85,464.19 12,04,338.34 - 39,89,802.53
Changes in Indebtedness during the financial year
Addition 3,81,522.53 7,74,395.45 - 11,55,917.98
Reduction 3,45,184.51 5,16,006.88 - 8,61,191.39
Net Change 36,338.02 2,58,388.57 - 2,94,726.59
Indebtedness at the end of the financial year
i) Principal amount 27,62,460.73 14,26,831.85 - 41,89,292.58
ii) Interest due but not paid - - - -
iii) Interest Accrued but not due 59,341.48 35,895.06 - 95,236.54
Total (i+ii+iii) 28,21,802.21 14,62,726.91 - 42,84,529.12
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Chairman & Managing Director, Whole-time Directors and/or Manager:
(H in Mn)
Name of MD / WTD / Manager
*Shri Amitabh *Ms. Shelly Verma
Banerjee CMD (Addl.
Sr. No. Particulars of Remuneration Total Amount
Chairman & Charge), CEO &
Managing Director Director (Finance)
upto 15.10.2022
1. Gross salary
(a) Salary as per provisions contained in section
6.53 8.25 14.78
17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0.11 0.13 0.24
(c) Profits in lieu of salary under section 17(3) - - -
Income- tax Act, 1961*
2. Stock option - -
3. Sweat Equity - - -
4. Commission
- As % of profit - - -
- Other, specify - - -
5. Other, please specify
- Employer Contribution towards Provident Fund 0.42 0.46 0.88
- Employer Contribution towards Pension Fund Included in section Included in section -
(amount over and above H 1,50,000 has been 17(1) Salary 17(1) Salary
include in perquisites u/s 14(2)
Total (A) 7.07 8.84 15.91
Ceiling as per the Act Exempted for Government Companies as per MCA Notification
dated 5th June, 2015
* Ministry of Railways (MoR), vide its order No. 2018/E(O)II/40/19 dated 06.05.2023 has pre-maturely terminated the services of Shri. Amitabh Banerjee from the post
of CMD/IRFC w.e.f. 15.10.2022 and ex-post facto approved the entrustment of Addl. Charge of post of CMD to Ms. Shelly Verma, Director (Finance) for a period of
one-year w.e.f. 15.10.2022 or until further orders. Further, MoR has already divested Shri. Banerjee of the charge of post of CMD/IRFC w.e.f. 15/10/2022 and Ms. Shelly
Verma has been entrusted with the Addl. Charge of the post of CMD/IRFC w.e.f. 15/10/2022.
116
B. Remuneration to other Directors

(H in Mn)
Particulars of Remuneration Name of Directors
Sr. Total
Shri Vallabhbhai Smt. Sheela
No. Independent Directors Amount
Maneklal Patel Pandit
• Fee for attending Board Committee Meetings 0.795 0.745 1.54
• Commission - -
• Others, please specify - -
Total (1)
Other Non-Executive Directors Shri Baldeo Shri Bhaskar
Purushartha Choradia
• Fee for attending Board Committee Meetings - - -
• Commission - - -
• Others, please specify - - -
Total (2) - - -
Total (B)= (1+2) 0.795 0.745 1.54
Total Managerial Remuneration - - -
Overall Ceiling as per the Act Exempted for Government Companies as per MCA
Notification dated 5th June, 2015
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD:
(H in Mn)
Company Secretary
Sr. Shri Vijay Babulal Shirode
Particulars of Remuneration
No. Joint General Manager (Law) &
Company Secretary
1. (a) Salary as per provisions contained in section 17(1) of the Income-tax 2.47
Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961* 0.20
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
2. Stock option -
3. Sweat Equity -
4. Commission -
- As % of profit -
- Other, specify -
5. Other, please specify -
- Employer Contribution towards Provident Fund 0.16
- E
mployer Contribution towards Pension Fund (amount over and above Included in section 17(1) Salary
H 1,50,000 has been include in perquisites u/s 14(2)
Total (C) 2.83
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
Details of
Authority Appeal
Section of the Brief Penalty /
Type [RD / NCLT / made, if any
Companies Act Description Punishment/
COURT] (give Details)
Compounding
A. COMPANY NIL
117
Annexure-VIII
Code of Business Conduct-Declaration by the Chairman & Managing Director (CEO)
I hereby affirm that all Board Members and Senior Management personnel have confirmed compliance on their part of the “Code of
Business Conduct and Ethics for Board Members and Senior Management” for the year 2022-23.
Sd/-
(Shelly Verma)
Chairman & Managing Director (Addl. Charge),
Place: New Delhi CEO & Director (Finance)
Date: 25th May 2023 DIN: 07935630
118
Annexure-IX
CEO & CFO CERTIFICATION

Certificate to the Board of Directors under Regulation 17(8) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
We hereby certify to the Board of Directors that:
A. We have reviewed financial statements and the cash flow statement for the year ended 31.03.2023 and that to the best of our
knowledge and belief:
i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading;
ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors
and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the
steps we have taken or propose to take to rectify these deficiencies.
D. We have indicated to the auditors and the Audit Committee: -
i) Significant changes in internal control over financial reporting during the year;
ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
statements; and
iii) That we are not aware of any instance during the year of significant fraud with involvement therein of the management or an
employee having a significant role in the Company’s internal control system over financial reporting.
Sd/- Sd/-
(Shelly Verma) (Sunil Kumar Goel)
Chairman & Managing Director (Addl. Charge), Chief Financial Officer (CFO)
Place: New Delhi CEO & Director (Finance) [ACA: 529004]
Dated: 25th May 2023 [DIN: 07935630]
119
Balance Sheet
as at 31 March 2023
(All amounts in millions of INR, unless stated otherwise)
As at As at
Particulars Notes
31 March 2023 31 March 2022
ASSETS
Financial Assets
Cash And Cash Equivalents 3 2,060.28 1,464.92
Bank Balance Other Than Cash and Cash Equivalents 4 3,356.31 1,568.84
Derivative Financial Instruments 5 4,952.33 2,023.25
Loans
- Loan to Railway Companies 7 59,331.26 68,248.05
- Lease Receivables 6 24,41,470.06 20,06,924.99
Investments 8 136.64 100.03
Other Financial Assets 9 22,52,726.74 22,47,779.18
Total Financial Assets 47,64,033.62 43,28,109.26
Non-financial assets
Current Tax Assets (Net) 10 3,680.23 6,373.08
Property, Plant And Equipment 11 126.50 138.86
Right of Use Assets 33.1 52.76 224.25
Other Intangible Assets 12 12.63 16.51
Other Non-Financial Assets 13 1,43,561.74 1,64,940.28
Total Non-Financial Assets 1,47,433.86 1,71,692.98
Total Assets 49,11,467.48 44,99,802.24
LIABILITIES AND EQUITY
LIABILITIES
Financial Liabilities
Derivative Financial Instruments 5 9,072.81 5,669.33
Payables 14
- Trade payables
(i) Total outstanding dues of micro enterprises and small enterprises - -
(ii) Total outstanding dues of creditors other than micro enterprises and small - -
enterprises
- Other payables
(i) Total outstanding dues of micro enterprises and small enterprises 9.80 10.02
(ii) Total outstanding dues of creditors other than micro enterprises and small 121.81 235.69
enterprises
Debt Securities 15 21,60,942.33 19,41,749.53
Borrowings (Other Than Debt Securities) 16 20,28,350.25 19,42,416.65
Lease Liabilities 33.1 56.39 233.52
Other Financial Liabilities 17 2,56,312.13 1,94,251.96
Total Financial Liabilities 44,54,865.52 40,84,566.70
Non-Financial Liabilities
Provisions 18 1,048.02 535.71
Deferred Tax Liabilities (Net) 19 - -
Other Non-Financial Liabilities 20 850.77 4,736.43
Total Non-Financial Liabilities 1,898.79 5,272.14
Total Liabilities 44,56,764.31 40,89,838.84
Equity
Equity Share Capital 21 1,30,685.06 1,30,685.06
Other Equity 22 3,24,018.11 2,79,278.34
Total Equity 4,54,703.17 4,09,963.40
Total Liabilities And Equity 49,11,467.48 44,99,802.24
Significant Accounting Policies 2
The accompanying statement of significant accounting policies and notes to the financial information are an integral part of this Balance Sheet.
For M/s. KBDS & Co. For and on behalf of the Board of Directors
Chartered Accountants Indian Railway Finance Corporation Limited
FRN 323288E
Sd/- Sd/- Sd/-

(CA Bhawesh Kumar) (Vallabhbhai Maneklal Patel) (Shelly Verma)
Partner Independent Director CMD (Addnl. Charge),CEO &
M.No. 096587 DIN: 07713055 Director Finance
UDIN: 23096587BGQKFC9560 DIN: 07935630
Sd/- Sd/-
(Vijay Babulal Shirode) (Sunil Kumar Goel)
Place: New Delhi Company Secretary & JGM (Law) CFO
Date: 25th May 2023 FCS: 6876
120
Corporate Overview | Notice of AGM | Statutory Reports Financial Statements
Statement of Profit and Loss

for the year ended 31 March 2023
Year Ended Year Ended

Particulars Notes
31 March 2023 31 March 2022
Revenue From Operations
Interest Income 23 75,472.85 72,946.72
Lease Income 24 1,63,439.90 1,30,035.96
2,38,912.75 2,02,982.68
Dividend Income 5.55 9.96
Other Income 25 407.98 23.33
Total Income 2,39,326.28 2,03,015.97
Expenses
Finance Costs 26 1,74,472.08 1,40,747.82
Impairment on Financial Instruments 27 (29.09) 4.61
Employee Benefit Expense 28 130.99 107.48
Depreciation, Amortization and Impairment 29 140.62 140.25
Other Expenses 30 1,241.55 1,114.26
Total Expenses 1,75,956.15 1,42,114.42
Profit Before Exceptional Items and Tax 63,370.13 60,901.55
Exceptional Items - -
Profit Before Tax 63,370.13 60,901.55
Tax Expense 31
Current Tax - -
Deferred Tax - -
Adjustment for Earlier Years - 3.19
Total Tax Expenses - 3.19
Profit for the Period from Continuing Operations 63,370.13 60,898.36
Profit from Discontinued Operations - -
Tax Expense of Discontinued Operations - -
Profit from Discontinued Operations (After Tax) - -
Profit for the Period 63,370.13 60,898.36
Other Comprehensive Income
(A) (i) Items that will not be reclassified to profit or loss
- Remeasurement of defined benefit plans 6.06 5.61
- Remeasurement of Equity Instrument 39.53 (10.61)
(ii) Income tax relating to items that will not be reclassified to profit or loss
- Remeasurement of defined benefit plans - -
- Remeasurement of Equity Instrument - -
Subtotal (A) 45.59 (5.00)
(B) (i) Items that will be reclassified to profit or loss - -
(ii) Income tax relating to items that will be reclassified to profit or loss - -
Subtotal (B) - -
Other Comprehensive Income (A + B) 45.59 (5.00)
Total comprehensive income for the period (comprising profit (loss) and other 63,415.72 60,893.36
comprehensive income for the period)
Earnings per equity share (for continuing operations) 32
Basic (Rs.) 4.85 4.66
Diluted (Rs.) 4.85 4.66
Earnings per equity share (for discontinued operations)
Basic (Rs.) - -
Diluted (Rs.) - -
Earnings per equity share (for continuing and discontinued operations) 32
Basic (Rs.) 4.85 4.66
Diluted (Rs.) 4.85 4.66
The accompanying statement of significant accounting policies and notes to the financial information are an integral part of this statement of Profit and Loss.
FRN 323288E
Sd/- Sd/- Sd/-

UDIN: 23096587BGQKFC9560 DIN: 07935630
Sd/- Sd/-
121
Statement of cash flow


Particulars
31 March 2023 31 March 2022
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit before taxes 63,370.13 60,901.55
Adjustments for:
Remeasurement of Defined Benefit Plans 6.06 5.61
Depreciation and Amortisation (including adjustment to ROU assets) 140.62 140.25
Loss on Sale of Fixed Assets 0.17 0.03
Discount of Commercial Paper - 324.49
Adjustments Towards Effective Interest Rate 974.66 797.98
Interest Expense on lease liabilities 9.23 16.48
Dividend Income Received (5.55) (9.96)
Share Issue Expenses 12.01 (1.03)
Operating Profit Before Working Capital Changes 64,507.33 62,175.40
Movements in Working Capital:
increase/(Decrease) in Payables (114.10) (261.90)
increase/(Decrease) in Provisions 512.31 244.49
increase/(Decrease) in Others Non Financial Liabilities (3,885.66) (9,063.17)
increase/(Decrease) in Other Financial Liabilities 62,060.17 (1,777.07)
Decrease/(Increase) in Receivables (4,34,545.07) (3,51,235.08)
Decrease/(Increase) in Loans and Advances 8,916.79 1,450.10
Decrease/(Increase) in Bank Balance Other Than Cash and Cash Equivalents (1,787.47) 48.49
Decrease/(Increase) in Other Non Financial Assets 21,378.54 (96,350.29)
Decrease/(Increase) in Other Financial Assets (5,574.03) (2,52,311.39)
Cash Generated From Operations (2,88,531.19) (6,47,080.42)
Less: Direct Taxes Paid (Net of Refunds) (2,692.85) (2,957.60)
Net Cash Flow/(Used) in Operating Activities (A) (2,85,838.34) (6,44,122.82)
B. CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property Plant & Equipments and Intangible Assets (7.75) (66.33)
Proceeds From Sale of Property Plant & Equipment 0.19 -
Proceeds From Realization of Pass Through Certificates / Sale of Investments 2.92 9.18
Dividend Income Received 5.55 9.96
Net Cash Flow/(Used) in Investing Activities (B) 0.91 (47.19)
C. CASH FLOWS FROM FINANCING ACTIVITIES
Issue of Debt Securities (Net of Redemptions) 2,19,055.32 1,84,834.63
Raising of Rupee Term Loans/ Foreign Currency Borrowings (Net of Repayments) 86,197.29 4,97,314.74
Issue of Commercial Paper (Net of Repayments) - (29,294.76)
Payments for lease liabilities (including interest) (131.86) (128.84)
Final Dividend Paid (8,233.16) -
Interim Dividend Paid (10,454.80) (10,062.75)
Net Cash Generated By/(Used In) Financing Activities (C) 2,86,432.79 6,42,663.02
Net Increase in Cash cnd Cash Equivalents (A+B+C) (595.36) (1,506.99)
122
Statement of cash flow


Particulars
31 March 2023 31 March 2022
Cash and Cash Equivalents at the beginning of the year 1,464.92 2,971.91
Cash and Cash Equivalents at the End of the Period 2,060.28 1,464.92
Components of cash and cash equivalents
Cash on hand - -
Balances with banks
- On current accounts 2,060.18 1,464.82
- Balance in RBI-PLA 0.10 0.10
2,060.28 1,464.92
The accompanying statement of significant accounting policies and notes to the financial information are an integral part of this statement.
FRN 323288E
Sd/- Sd/- Sd/-

UDIN: 23096587BGQKFC9560 DIN: 07935630
Sd/- Sd/-
123
Statement of changes in equity

A. Equity Share Capital
Equity shares of INR 10 each issued, subscribed and fully paid
Particulars Notes Amount

Balance as at 1 April 2022 1,30,685.06
Changes in Equity Share Capital due to prior period errors -
Restated Balance as at 1 April 2022 21 1,30,685.06
Changes in equity share capital during the period -
Balance as at 31st March 2023 1,30,685.06
Balance as at 1 April 2021 1,30,685.06
Changes in Equity Share Capital due to prior period errors -
Restated Balance as at 1 April 2021 21 1,30,685.06
Changes in equity share capital during the period -
Balance as at 31 March 2022 1,30,685.06
FRN 323288E
Sd/- Sd/- Sd/-

UDIN: 23096587BGQKFC9560 DIN: 07935630
Sd/- Sd/-
124
Statement of changes in equity
Reserve and surplus Equity instruments

Share
Reserve Fund u/s 45- Security through other Total other
Particulars issue General Retained
IC of Reserve Bank of Premium comprehensive equity
expenses Reserve Earnings
India Act, 1934 Reserve income
Balance as at 1 April 2022 (377.87) 1,74,032.28 32,906.28 19,008.74 53,641.86 67.05 2,79,278.34
Changes in accounting policy/prior period Errors - - - - - - -
Restated Balance as at 1 April 2022 (377.87) 1,74,032.28 32,906.28 19,008.74 53,641.86 67.05 2,79,278.34
Total comprehensive income for the period - - - - 63,376.19 39.53 63,415.72
Addition during the period 12.01 - - - - - 12.01
Transfer to Reserve Fund u/s 45-IC of Reserve - - 12,674.03 - (12,674.03) - -
Bank of India Act, 1934
Interim Dividend - - - - (10,454.80) - (10,454.80)
Final Dividend - - - - (8,233.16) - (8,233.16)
Balance as at 31st March 2023 (365.86) 1,74,032.28 45,580.31 19,008.74 85,656.06 106.58 3,24,018.11
Balance as at 1 April 2021 (376.84) 1,74,032.28 20,726.61 19,008.74 14,980.31 77.66 2,28,448.76
Changes in accounting policy/prior period Errors - - - - - - -
Corporate Overview | Notice of AGM | Statutory Reports
Restated Balance as at 1 April 2021 (376.84) 1,74,032.28 20,726.61 19,008.74 14,980.31 77.66 2,28,448.76
Total comprehensive income for the period - - - - 60,903.97 (10.61) 60,893.36
Addition during the period (1.03) - - - - - (1.03)
Transfer to Reserve Fund u/s 45-IC of Reserve - - 12,179.67 - (12,179.67) -
Bank of India Act, 1934
Interim Dividend - - - - (10,062.75) - (10,062.75)
Final Dividend - - - - - - -
Balance as at 31 March 2022 (377.87) 1,74,032.28 32,906.28 19,008.74 53,641.86 67.05 2,79,278.34
The accompanying statement of significant accounting policies and notes to the financial information in are an integral part of this statement.
FRN 323288E
Sd/- Sd/- Sd/-

UDIN: 23096587BGQKFC9560 DIN: 07935630
Sd/- Sd/-
Financial Statements
125
Notes to Financial Statements

as at and for year ended 31 March 2023
1. Background amounts of cash or cash equivalents expected to be paid to

satisfy the liability in the normal course of business.
Indian Railway Finance Corporation Ltd., referred to as “the
Company” or “IRFC” was incorporated by the Government Fair value is the price that would be received to sell an asset
of India, Ministry of Railways, as a financing arm of Indian or paid to transfer a liability in an orderly transaction between
Railways, for the purpose of raising the necessary resources market participants at the measurement date, regardless of
for meeting the developmental needs of Indian Railways. whether that price is directly observable or estimated using
The Company’s principal business is to borrow funds from another valuation technique.Fair value for measurement
the financial markets to finance the acquisition / creation of and/or disclosure purpose in these financial statements is
assets which are then leased out to the Indian Railways as determined on such basis except for, leasing transactions
finance lease.IRFC is a Schedule ‘A’ Public Sector Enterprise that are within the scope of Ind AS 17, and measurements
under the administrative control of the Ministry of Railways, that have some similarities to fair value but are not fair value.
Govt. of India. It is also registered as Systemically Important
In addition, for financial reporting purposes fair value
Non–Deposit taking Non Banking Financial Company (NBFC
measurements are categorized into Level 1, 2 or 3 based on the
– ND-SI) and Infrastructure Finance Company (NBFC- IFC)
degree to which the inputs for the fair value measurements are
with Reserve Bank of India (RBI).The President of India along
observable and the significance of the inputs to the fair value
with his nominees holds 86.36% of the equity share capital.
measurements in its entirety, which are described as follows:
The registered address and principal place of business of
the Company is Room Nos. 1316 - 1349, 3rd Floor, Hotel The • Level 1 -Inputs are quoted prices (unadjusted) in active
Ashok Diplomatic Enclave, 50-B, Chanakyapuri New Delhi markets for identical assets or liabilities that the entity
-110021. can access at the measurement date;
• Level 2 -Inputs are inputs, other than quoted prices

2. Significant Accounting Policies included within level 1, that are observable for the asset
or liability, either directly or indirectly; and
A summary of the significant accounting policies adopted in
the preparation of the financial statements are as given below. • Level 3 -inputs are unobservable inputs for the asset or
These accounting policies have been applied consistently to liability.
all periods presented in the financial statements.
2.3 Use of estimates
2.1 Statement of Compliance
The preparation of financial statements requires management
The financial statements have been prepared on going to make judgments, estimates and assumptions that may
concern basis following accrual system of accounting in impact the application of accounting policies and the
accordance with the Indian Accounting Standards (‘Ind reported value of assets, liabilities, income, expenses and
AS’) notified under the Companies (Indian Accounting related disclosures concerning the items involved as well as
Standards) Rules 2015 and subsequent amendments contingent assets and liabilities at the balance sheet date.
thereto, read with Section 133 of the Companies Act, 2013 The estimates and management’s judgments are based on
and other Accounting principles generally accepted in India. previous experience & other factors considered reasonable
and prudent in the circumstances. Actual results may differ
2.2 Basis for preparation of financial statements from these estimates.
The financial statements have been prepared on the historical Estimates and underlying assumptions are reviewed on
cost basis except for certain financial instruments that are an ongoing basis. Revisions to accounting estimates are
measured at fair values at the end of each reporting period, as recognized in the period in which the estimates are revised
explained in the accounting policies below. Unless otherwise and in any future periods affected.
stated, all amounts are stated in Millions of Rupees.
In order to enhance understanding of the financial statements,
Historical cost is the amount of cash or cash equivalents information about significant areas of estimation, uncertainty
paid or the fair value of the consideration given to acquire and critical judgments in applying accounting policies that
assets at the time of their acquisition or the amount of have the most significant effect on the amounts recognized
proceeds received in exchange for the obligation, or at the in the financial statements is as under:
126

a) Formulation of accounting policies Interest income from financial assets is recognised when it is
probable that the economic benefits will flow to the Company
The accounting policies are formulated in a manner that
and the amount of income can be measured reliably.
results in financial statements containing relevant and
Interest income is accrued on a time basis, by reference to
reliable information about the transactions, other events
the principal outstanding and at the effective interest rate
and conditions to which they apply. Those policies
applicable, which is the rate that exactly discounts estimated
need not be applied when the effect of applying them is
future cash receipts through the expected life of the financial
immaterial.
asset to that asset's net carrying amount on initial recognition.
b) Post-employment benefit plans
Pre-commencement lease-interest income is determined
Employee benefit obligations are measured on the basis based on the MOU entered with Ministry of Railways and
of actuarial assumptions which include mortality and when it is probable that the economic benefits will flow to the
withdrawal rates as well as assumptions concerning Company and the amount can be determined reliably.
future developments in discount rates, the rate of
Dividend income is recognized in profit or loss only when
salary increases and the inflation rate. The Company
the right to receive the payment is established, it is probable
considers that the assumptions used to measure its
that the economic benefits associated with the dividend will
obligations are appropriate and documented. However,
flow to the Company, and the amount of the dividend can be
any changes in these assumptions may have a material
measured reliably.
impact on the resulting calculations.
2.5 Foreign Currency Transaction
c) Provisions and contingencies
Functional and presentation currency
The assessments undertaken in recognizing provisions
and contingencies have been made in accordance Items included in the financial statements of entity are measured
with Ind AS 37 ‘Provisions, contingent liabilities and using currency of the primary economic environment in which
contingent assets’. The evaluation of the likelihood of the entity operates (‘the functional currency’). The financial
the contingent events has required best judgment by statements are presented in Indian rupee (INR), which is entity’s
management regarding the probability of exposure to functional and presentation currency.
potential loss. Should circumstances change following
Transactions and Balances
unforeseeable developments, this likelihood could alter.
Transactions in foreign currencies are initially recorded at
d) Income taxes
their respective functional currency spot rates at the date the
Significant estimates are involved in determining the transaction first qualifies for recognition.
provision for income taxes, including amount expected
Monetary assets and liabilities denominated in foreign
to be paid/ recovered for uncertain tax positions.
currencies are translated at the functional currency spot
2.4 Revenue rates of exchange at the reporting date.
Company’s revenues arise from lease income, dividend Differences arising on settlement or translation of monetary
income, interest on lease advance, loans, deposits items are recognised in profit or loss.
and investments. Revenue from other income comprise
Non-monetary items that are measured in terms of historical
miscellaneous income etc.
cost in a foreign currency are translated using the exchange
Rental income from operating lease is recognised on a rates at the dates of the initial transactions. Non-monetary
straight-line basis over the termof the relevant lease.Finance items measured at fair value in a foreign currency are
lease income in respect of finance leases is allocated to the translated using the exchange rates at the date when the fair
accounting periods so as to reflect a constant periodicrate value is determined. The gain or loss arising on translation of
of return on the net investment outstanding in respect of the non-monetary items measured at fair value is treated in line
lease.(Also see accounting policy on leases at 2.14). with the recognition of the gain or loss on the change in fair
value of the item.
127

2.6 Employee Benefits Short-term employee benefits
Defined contribution plan Short term employee benefits such as salaries and wages are
recognised on undiscounted basis in the statement of Profit and
A Defined contribution plan is a post-employment benefit Loss account, on the basis of the amount paid or payable for
plan under which the company pays fixed contributions the period during which services are rendered by the employee.
in respect of the employees into an independent fund
administrated by the government/ pension fund manager 2.7 Taxation
and will have no legal or constructive obligation to pay
further amounts after its payment of the fixed contribution. Tax expense comprises Current Tax and Deferred Tax.
Obligations for contributions to defined contribution plans
Current Tax
are recognized as an employee benefit expense in statement
of profit and loss in the period during which services are The tax currently payable is based on taxable profit for the
rendered by employees. year. Taxable profit differs from 'profit before tax' as reported
in the Statement of Profit and Loss because of items of
The company has a defined contribution plan which includes
income or expense that are taxable or deductible in other
pension scheme and provident fund scheme. Company’s
years and items that are never taxable or deductible.
contribution towards provident fund and pension scheme for
the year are recognised as an expense and charged to the The Company's current tax is calculated using tax rates that
statement of profit and loss. have been enacted or substantively enacted by the end of
the reporting period.
Defined benefit plan
Current tax is recognised in profit or loss, except when they
A defined benefit plan is a post-employment benefit plan
relate to items that are recognised in other comprehensive
other than a defined contribution plan. The company’s liability
income or directly in equity, in which case, the current tax is
towards gratuity and post-retirement benefits such as medical
also recognised in other comprehensive income or directly
benefits are in the nature of defined benefits plans.
in equity respectively.
The company’s net obligation in respect of defined benefit
The Company is exercising the irrevocable option as
plans is determined using the projected unit credit method,
permitted by section 115BAA of the Income – tax Act, 1961
with actuarial valuations being carried out at the end of
whereby by foregoing certain exemptions, deductions and
reporting period. Actuarial gain/loss on re-measurement
allowances, the tax rate applicable to the Company is lower
of gratuity and other post-employment defined plans are
than the normal tax rate that would have been otherwise
recognised in other comprehensive income (OCI). Past
applicable to the Company. Henceforth, minimum alternate
service cost is recognised in the statement of Profit and Loss
tax provisions of section 115JB of the Income – tax Act, 1961
account in the period of a plan amendment.
are not applicable to the Company.
Other long-term employee benefits
Deferred Tax
The company’s obligation towards leave encashment
Deferred tax is recognized using the balance sheet method,
and employee family benefit scheme are in the nature of
providing for temporary differences between the carrying
other long term employee benefits. Liability in respect of
amounts of assets and liabilities for financial reporting
compensated absences becoming due or expected to be
purposes and the amounts used for taxation purposes.
availed more than one year after the balance sheet date
Deferred tax is measured at the tax rates that are expected
and employee family benefit scheme are estimated on the
to be applied to temporary differences when they reverse,
basis of an actuarial valuation performed by an independent
based on the laws that have been enacted or substantively
actuary using the projected unit credit method.
enacted by the reporting date. Deferred tax assets and
Actuarial gains and losses arising from past experience and liabilities are offset if there is a legally enforceable right to
changes in actuarial assumptions are charged to statement offset current tax liabilities and assets, and they relate to
of profit and loss in the period in which such gains or losses income taxes levied by the same tax authority.
are determined.
128

A deferred tax asset is recognized to the extent that it is Depreciation

probable that future taxable profits will be available against
which the temporary difference can be utilized. Deferred tax Depreciation on property, plant and equipment has been
assets are reviewed at each reporting date and are reduced provided on the straight-line method as per the useful life
to the extent that it is no longer probable that the related tax prescribed in Schedule II to the Companies Act, 2013.
benefit will be realized. 2.9 Intangible assets
The Company does not recognize deferred tax asset or An intangible asset is recognized if and only if it is probable
deferred tax liability because as per Gazette Notification that the expected future economic benefits that are
no. S.O. 529(E) dated 5th February 2018 as amended by attributable to the asset will flow to the Company and the
notification no. S.O. 1465 dated 2 April 2018 issued by cost of the asset can be measured reliably.
Ministry of Corporate Affairs, Government of India, read with
their communication no. Eoffice F.No.17/32/2017 – CL – V Intangible assets that are acquired by the Company, which
dated 20th March 2020, the provisions of Indian Accounting have finite useful lives, are recognized at cost. Subsequent
Standards 12 relating to Deferred Tax Assets (DTA) or measurement is done at cost less accumulated amortization
Deferred Tax Liability (DTL) does not apply to the Company. and accumulated impairment losses. Cost includes any
directly attributable incidental expenses necessary to make
2.8 Property, Plant and Equipment (PPE) the assets ready for its intended use.
An item of property, plant and equipment is recognized as Subsequent expenditure is recognized as an increase in the
an asset if and only if it is probable that future economic carrying amount of the asset when it is probable that future
benefits associated with the item will flow to the Company economic benefits deriving from the cost incurred will flow to the
and the cost of the item can be measured reliably. enterprise and the cost of the item can be measured reliably.
Items of property, plant and equipment are initially recognized De-recognition

at cost. Subsequent measurement is done at cost less
An intangible asset is derecognized when no future economic
accumulated depreciation/amortization and accumulated
benefits are expected from their use or upon their disposal.
impairment losses. Cost includes expenditure that is
Gains & losses on de-recognition of an item of intangible
directly attributable to bringing the asset to the location and
assets are determined by comparing the proceeds from
condition necessary for it to be capable of operating in the
disposal, if any, with the carrying amount of intangible assets
manner intended by management.
and are recognized in the statement of profit and loss.
When parts of an item of property, plant and equipment have
Amortization
different useful lives, they are recognized separately.
Software is amortized over 5 years on straight-line method.
Subsequent expenditure is recognized as an increase in the
carrying amount of the asset when it is probable that future 2.10 Borrowing costs
economic benefits deriving from the cost incurred will flow
to the enterprise and the cost of the item can be measured Borrowing costs consist of interest expense calculated
reliably. using the effective interest method as described in
Ind AS 109 ‘Financial Instruments’ and exchange differences
De-recognition arising from foreign currency borrowings to the extent that
they are regarded as an adjustment to interest costs.
Property, plant and equipment is derecognized when no
future economic benefits are expected from their use or Borrowing costs that are directly attributable to the
upon their disposal. Gains and losses on de-recognition of acquisition, construction/development or erection of
an item of property, plant and equipment are determined qualifying assets are capitalized as part of cost of such
by comparing the proceeds from disposal, if any, with the asset until such time the assets are substantially ready
carrying amount of property, plant and equipment, and are for their intended use. Qualifying assets are assets which
recognized in the statement of profit and loss.
129

necessarily take substantial period of time to get ready for receivable can be measured reliably. The expense relating
their intended use or sale. to a provision is presented in the statement of profit and loss
net of any reimbursement.
When the Company borrows funds specifically for the
purpose of obtaining a qualifying asset, the borrowing costs Contingent liabilities are possible obligations that arise from
incurred are capitalized. When Company borrows funds past events and whose existence will only be confirmed by
generally and uses them for the purpose of obtaining a the occurrence or non-occurrence of one or more future
qualifying asset, the capitalization of the borrowing costs events not wholly within the control of the Company. Where
is computed based on the weighted average cost of all it is not probable that an outflow of economic benefits will
borrowing that are outstanding during the period and used be required, or the amount cannot be estimated reliably,
for the acquisition, construction/exploration or erection of the obligation is disclosed as a contingent liability, unless
the qualifying asset. the probability of outflow of economic benefits is remote.
Contingent liabilities are disclosed on the basis of judgment
Income earned on temporary investment of the borrowings of the management/independent experts. These are
pending their expenditure on the qualifying assets is reviewed at each balance sheet date and are adjusted to
deducted from the borrowing costs eligible for capitalization. reflect the current management estimate.
Capitalization of borrowing costs ceases when substantially Contingent assets are possible assets that arise from past
all the activities necessary to prepare the qualifying assets events and whose existence will be confirmed only by the
for their intended uses are complete. occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the Company.
All other borrowing costs are recognized as an expense in
Contingent assets are disclosed in the financial statements
the year in which they are incurred.
when inflow of economic benefits is probable on the basis of
2.11 Cash and cash equivalents judgment of management. These are assessed continually
to ensure that developments are appropriately reflected in
Cash and cash equivalents in the balance sheet comprise the financial statements.
cash at banks, cash on hand and short-term deposits
with an original maturity of three months or less, which are 2.13 Impairment of non-financial assets
subject to an insignificant risk of changes in value.
The carrying amounts of the Company’s non-financial assets
2.12 Provisions, contingent liabilities and contingent assets are reviewed at each reporting date to determine whether there
is any indication of impairment considering the provisions of
A provision is recognized if, as a result of a past event, the Ind AS 36 ‘Impairment of Assets’. If any such indication exists,
Company has a present legal or constructive obligation that then the asset’s recoverable amount is estimated.
can be estimated reliably, and it is probable that an outflow
of economic benefits will be required to settle the obligation. The recoverable amount of an asset or cash-generating unit is
If the effect of the time value of money is material, provisions the higher of its fair value less costs to disposal and its value
are determined by discounting the expected future cash flows in use. In assessing value in use, the estimated future cash
at a pre-tax rate that reflects current market assessments of flows are discounted to their present value using a pre-tax
the time value of money and the risks specific to the liability. discount rate that reflects current market assessments of the
When discounting is used, the increase in the provision due time value of money and the risks specific to the asset. For the
to the passage of time is recognized as a finance costs. purpose of impairment testing, assets that cannot be tested
individually are grouped together into the smallest group of
The amount recognized as a provision is the best estimate of assets that generates cash inflows from continuing use that
the consideration required to settle the present obligation at are largely independent of the cash inflows of other assets or
reporting date, taking into account the risks and uncertainties groups of assets (the “cash-generating unit”, or “CGU”).
surrounding the obligation.
An impairment loss is recognized if the carrying amount of an
When some or all of the economic benefits required to settle asset or its CGU exceeds its estimated recoverable amount.
a provision are expected to be recovered from a third party, Impairment losses are recognized in profit or loss. Impairment
the receivable is recognized as an asset if it is virtually certain losses recognized in respect of CGUs are reduced from the
that reimbursement will be received and the amount of the carrying amounts of the assets of the CGU.
130

Impairment losses recognized in prior periods are assessed to use an underlying asset for the lease term. The Company
at each reporting date for any indications that the loss has has elected not to apply the aforesaid requirements to short
decreased or no longer exists. An impairment loss is reversed term leases (leases which at the commencement date has
if there has been a change in the estimates used to determine a lease term of 12 months or less) and leases for which the
the recoverable amount. An impairment loss is reversed only underlying asset is of low value as described in paragraphs
to the extent that the asset’s carrying amount does not exceed B3 – B9 of Ind AS 116.
the carrying amount that would have been determined, net of
depreciation or amortization, if no impairment loss had been A right of use asset is initially measured at cost and
recognized. subsequently applies the cost mode ie less any accumulated
depreciation and any accumulated impairment losses and
2.14 Leases adjusted for any remeasurement of lease liability. Ind AS 16,
Property, Plant and Equipment is applied in depreciating the
At inception of a contract, the Company assesses whether right – of – use asset.
the contract is, or contains a lease. A contract is, or contains
a lease if the contract conveys the right to control the use A lease liability is initially measured at the present value of
of an identified asset for a period of time in exchange for the lease payments that are not paid at that date. The lease
consideration. payments are discounted using the interest rate implicit
in the lease. If that rate cannot be readily determined,
Company as a lessor the Company’s incremental borrowing rate is used.
Subsequently, the carrying amount of the lease liability is
The Company classifies each of its leases as either an
increased to reflect interest on lease liability; reduced to
operating lease or a finance lease.
reflect the lease payments; and remeasured to reflect any
Leases in which the Company does not transfer substantially reassessment or lease modifications or to reflect revised in
all the risks and rewards of ownership of an asset are – substance fixed lease payments.
classified as operating leases. Rental income from operating
2.15 Securitisation of Finance Lease Receivable
lease is recognised on a straight-line basis over the term of
the relevant lease. Initial direct costs incurred in negotiating Lease Receivables securitised out to Special Purpose Vehicle
and arranging an operating lease are added to the carrying in a securitisation transactions are de-recognised in the
amount of the leased asset and recognised over the lease balance sheet when they are transferred and consideration
term on the same basis as rental income. The depreciation has been received by the Company.
policy for depreciable underlying assets subject to operating
leases is consistent with the Company’s normal depreciation The resultant gain/loss arising on securitization is recognised
policy for similar assets. in the Statement of Profit & Loss in the year in which
transaction takes place.
Contingent rents are recognised as revenue in the period in
which they are earned. Lease Receivables assigned through direct assignment
route are de-recognised in the balance sheet when they
Leases are classified as finance leases when substantially are transferred and consideration has been received by the
all of the risks and rewards of ownership transfer from the Company. Profit or loss resulting from such assignment is
Company to the lessee. Amounts due from lessees under accounted for in the year of transaction.
finance leases are recorded as receivables at the Company’s
net investment in the leases. Finance lease income is 2.16 Leasing of Railway Infrastructure Assets
allocated to accounting periods so as to reflect a constant
periodic rate of return on the net investment outstanding in In terms of Indian Accounting Standard116, the inception
respect of the lease. of lease takes place at the earlier of the date of the lease
agreement and the date of a commitment by the parties to
Company as a lessee the principal provisions of the lease.
At the contract commencement date, the Company The commencement of the lease term is the date from which
recognizes right – of – use asset and a lease liability. A right the lessee is entitled to exercise its right to use the leased
– of – use asset is an asset that represents a lessee’s right asset. It is the date of initial recognition of the lease.
131

As such, in respect of Railway Infrastructure Assets, which The Company has identified ‘Leasing and Finance’ as its
are under construction and where the Memorandum of sole reporting segment.
Understanding / terms containing the principal provisions of
2.22 Financial Instruments
the lease are in effect with the Lessee, pending execution of the
lease agreement, the transactions relating to the lease are: A financial instrument is any contract that gives rise to a
(a) presented as “Advance against Railway Infrastructure financial asset of one entity and a financial liability or equity
Assets to be leased”; and thereafter instrument of another entity.
(b) transferred to “Project Infrastructure Assets under 2.22.1. Financial Assets

Finance Lease Arrangement” on receipt of utilization
Initial recognition and measurement
report from the lessee; and thereafter
All financial assets are recognized initially at fair value plus,
(c) transferred to lease receivable as per Ind AS 116 on
in the case of financial assets not recorded at fair value
execution of lease agreement.
through profit or loss, transaction costs that are attributable
2.17 Dividends to the acquisition or issue of the financial asset.
Dividends and interim dividends payable to the Company’s Subsequent measurement
shareholders are recognized as changes in equity in the
period in which they are approved by the shareholders’ Debt instruments at amortized cost
meeting and the Board of Directors respectively. A ‘debt instrument’ is measured at the amortized cost if both
2.18 Material Prior Period Errors the following conditions are met:
Material prior period errors are corrected retrospectively (a) The asset is held within a business model whose
by restating the comparative amounts for the prior periods objective is to hold assets for collecting contractual
presented in which the error occurred. If the error occurred cash flows, and
before the earliest period presented, the opening balances of
(b) Contractual terms of the asset give rise on specified
assets, liabilities and equity for the earliest period presented,
dates to cash flows that are solely payments of principal
are restated.
and interest (SPPI) on the principal amount outstanding.
2.19 Earnings per share
After initial measurement, such financial assets are subsequently
Basic earnings per equity share is computed by dividing the measured at amortized cost using the Effective Interest Rate
net profit or loss attributable to equity shareholders of the (EIR) method. Amortized cost is calculated by taking into account
Company by the weighted average number of equity shares any discount or premium on acquisition and fees or costs that
outstanding during the financial year. are an integral part of the EIR. The EIR amortization is included
Diluted earnings per equity share is computed by dividing in finance income in the profit or loss. The losses arising from
the net profit or loss attributable to equity shareholders of the impairment are recognized in the profit or loss. This category
Company by the weighted average number of equity shares generally applies to trade and other receivables.
considered for deriving basic earnings per equity share Debt instrument at Fair value through Other
and also the weighted average number of equity shares Comprehensive Income (FVTOCI)
that could have been issued upon conversion of all dilutive
potential equity shares. A ‘debt instrument’ is classified as at the FVTOCI if both of
the following criteria are met:
2.20 Statement of Cash Flows
(a) The objective of the business model is achieved both
Statement of cash flows is prepared in accordance with
by collecting contractual cash flows and selling the
the indirect method prescribed in Ind AS 7 ‘Statement of
financial assets, and
cashflows’.
2.21 Operating Segments (b) The asset’s contractual cash flows represent SPPI
The Managing Director (MD) of the Company has been Debt instruments included within the FVTOCI category
identified as the Chief Operating Decision Maker (CODM) are measured initially as well as at each reporting date
as defined by Ind AS 108, “Operating Segments”. at fair value. Fair value movements are recognized in the
132

OCI. However, the Company recognizes interest income, • The Company has transferred its rights to receive cash
impairment losses & reversals and foreign exchange gain flows from the asset or has assumed an obligation to
or loss in the profit and loss. On derecognition of the asset, pay the received cash flows in full without material delay
cumulative gain or loss previously recognized in OCI is to a third party under a ‘pass-through’ arrangement; and
reclassified from the equity to profit and loss. either (a) the Company has transferred substantially all
the risks and rewards of the asset, or (b) the Company
Debt instrument at Fair value through profit or loss (FVTPL) has neither transferred nor retained substantially all
FVTPL is a residual category for debt instruments. Any debt the risks and rewards of the asset, but has transferred
instrument, which does not meet the criteria for categorization control of the asset.
as at amortized cost or as FVTOCI, is classified as at FVTPL.
Impairment of financial assets
In addition, the Company may elect to classify a debt instrument,
In accordance with Ind AS 109, the Company applies
which otherwise meets amortized cost or FVTOCI criteria,
expected credit loss (ECL) model for measurement and
as at FVTPL. However, such election is allowed only if doing
recognition of impairment loss on the following financial
so reduces or eliminates a measurement or recognition
assets and credit risk exposure:
inconsistency (referred to as ‘accounting mismatch’). Debt
instruments included within the FVTPL category are measured (a) Financial assets that are debt instruments, and are
at fair value with all changes recognized in the profit and loss. measured at amortized cost e.g., loans, debt securities,
deposits and bank balance.
Equity investments
All equity investments in entities other than subsidiaries (b) Financial assets that are debt instruments and are
and joint venture companies are measured at fair value. measured as at FVTOCI.
Equity instruments which are held for trading are classified (c) Lease receivables under Ind AS 116.
as at FVTPL. For all other equity instruments, the Company
decides to classify the same either as at FVTOCI or FVTPL. (d) Loan commitments which are not measured as at
The Company makes such election on an instrument FVTPL.
by instrument basis. The classification is made on initial
recognition and is irrevocable. The Company has decided (e) Financial guarantee contracts which are not measured
to classify its investments into equity shares of IRCON as at FVTPL.
International Limited through FVTOCI.
For recognition of impairment loss on other financial assets
If the Company decides to classify an equity instrument as and risk exposure, the Company determines that whether there
at FVTOCI, then all fair value changes on the instrument, has been a significant increase in the credit risk since initial
excluding dividends, are recognized in the OCI. There is no recognition. If credit risk has not increased significantly, 12
recycling of the amounts from OCI to statement of profit and month ECL is used to provide for impairment loss. However, if
loss, even on sale of investment. However, the Company credit risk has increased significantly, lifetime ECL is used. If, in
may transfer the cumulative gain or loss within equity. a subsequent period, credit quality of the instrument improves
such that there is no longer a significant increase in credit risk
Equity instruments included within the FVTPL category are since initial recognition, then the entity reverts to recognizing
measured at fair value with all changes recognized in the impairment loss allowance based on 12 month ECL.
profit and loss.
2.22.2. Financial liabilities
De-recognition
Initial recognition and measurement
A financial asset (or, where applicable, a part of a financial
asset or part of a Company of similar financial assets)is Financial liabilities are classified, at initial recognition,
primarily derecognized (i.e. removed from the Company’s as financial liabilities at fair value through profit or loss,
balance sheet) when: borrowings, payables, or as derivatives designated as
hedging instruments in an effective hedge, as appropriate.
• The rights to receive cash flows from the asset have
All financial liabilities are recognized initially at fair value
expired, or
and, in the case of borrowings and payables, net of directly
133

attributable transaction costs. The Company’s financial De-recognition

liabilities include trade and other payables, borrowings
including bank overdrafts, financial guarantee contracts and A financial liability is derecognized when the obligation under
derivative financial instruments. the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the
Subsequent measurement same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an
The measurement of financial liabilities depends on their exchange or modification is treated as the derecognition of
classification, as described below: the original liability and the recognition of a new liability. The
difference in the respective carrying amounts is recognized
Financial liabilities at amortized cost
in the statement of profit and loss.
After initial measurement, such financial liabilities are
Derivative financial instruments
subsequently measured at amortized cost using the EIR
method. Gains and losses are recognized in profit or loss Initial recognition and subsequent measurement
when the liabilities are derecognized as well as through the
EIR amortization process Amortized cost is calculated by The Company uses derivative financial instruments, such
taking into account any discount or premium on acquisition as forward currency contracts, cross currency swaps and
and fees or costs that are an integral part of the EIR. The interest rate swaps to hedge its foreign currency risks and
EIR amortization is included in finance costs in the profit or interest rate risks of foreign currency loans. Such derivative
loss. This category generally applies to borrowings, trade financial instruments are initially recognized at fair value on
payables and other contractual liabilities. the date on which a derivative contract is entered into and
are subsequently re-measured at fair value. Derivatives are
Financial liabilities at fair value through profit or loss carried as financial assets when the fair value is positive and
as financial liabilities when the fair value is negative. Any gains
Financial liabilities at fair value through profit or loss include
or losses arising from changes in the fair value of derivatives
financial liabilities held for trading and financial liabilities
are taken to statement of profit and loss. Where the derivative
designated upon initial recognition as at fair value through
is designated as a hedging instrument, the accounting for
profit or loss. Financial liabilities are classified as held for
subsequent changes in fair value depends on the nature
trading if they are incurred for the purpose of repurchasing in
of item being hedged and the type of hedge relationship
the near term. This category also includes derivative financial
designated. Where the difference is a pass through the
instruments entered into by the Company that are not
lessee, the amount is received/ reimbursed to the lessee.
designated as hedging instruments in hedge relationships
as defined by Ind AS 109. Separated embedded derivatives 2.23 Standards issued but not yet effective:
are also classified as held for trading unless they are
designated as effective hedging instruments. Ministry of Corporate Affairs (“MCA”) notifies new standard
or amendments to the existing standards under Companies
Gains or losses on liabilities held for trading are recognized (Indian Accounting Standards) Rules as issued from time to
in the statement of profit and loss. time. On March 31, 2023, MCA amended the Companies
(Indian Accounting Standards) Rules, 2015 by issuing the
Financial liabilities designated upon initial recognition at fair
Companies (Indian Accounting Standards) Amendment
value through profit or loss are designated at the initial date of
Rules, 2023, applicable from April 1, 2023, as below:
recognition, and only if the criteria in Ind AS 109 are satisfied.
For liabilities designated as FVTPL, fair value gains/losses 1. Ind AS 1 – Presentation of Financial Statements
attributable to changes in own credit risks are recognized in
OCI. These gains/losses are not subsequently transferred The amendments require companies to disclose their
to profit and loss. However, the Company may transfer the material accounting policies rather than their significant
cumulative gain or loss within equity. All other changes in accounting policies. Accounting policy information,
fair value of such liability are recognized in the statement together with other information, is material when it
of profit and loss. The Company has not designated any can reasonably be expected to influence decisions of
financial liability as at fair value through profit and loss. primary users of general purpose financial statements.
134

The Company does not expect this amendment to have The definition of a change in accounting estimates has
any significant impact in its financial statements. been replaced with a definition of accounting estimates.
Under the new definition, accounting estimates are
2. Ind AS 12 – Income Taxes “monetary amounts in financial statements that are
subject to measurement uncertainty”. Entities develop
The amendments clarify how companies account
accounting estimates if accounting policies require
for deferred tax on transactions such as leases and
items in financial statements to be measured in a way
decommissioning obligations. The amendments
that involves measurement uncertainty. The Company
narrowed the scope of the recognition exemption
does not expect this amendment to have any significant
in paragraphs 15 and 24 of Ind AS 12 (recognition
impact in its financial statements.
exemption) so that it no longer applies to transactions
that, on initial recognition, give rise to equal taxable These amendments have either no applicability to the
and deductible temporary differences. The Company is Company or if applicable, the impact is either immaterial or
evaluating the impact, if any, in its financial statements. presently being ascertained.
3. Ind AS 8 – Accounting Policies, Changes in Accounting
Estimates and Errors
The amendments will help entities to distinguish

between accounting policies and accounting estimates.
135

Note 3: Cash and Cash Equivalents

As at As at
Particulars
31 March 2023 31 March 2022
Balances with banks
- in current accounts
- For Statutory Dues 446.50 933.90
- For Time Deposits - -
- For Other than above 1,613.68 530.92
Deposits with Reserve Bank of India
- in public deposit account 0.10 0.10
Total 2,060.28 1,464.92
Note 4: Bank Balances Other Than Cash and Cash Equivalents

As at As at
Particulars
31 March 2023 31 March 2022
Balances with banks
- in interest redemption accounts* 107.62 117.62
- in escrow pool account** 3,236.89 1,441.26
- in dividend payable account 11.80 9.96
Total 3,356.31 1,568.84
* The Company discharges its obligation towards payment of interest and redemption of bonds for which warrants are issued, by depositing the respective amounts in the
designated bank accounts.
** Related to allotment of Section 54EC bonds (Bonds from domestic capital market under note No. 15).
Note 5: Derivative Financial Instruments
The Company enters into derivative contracts for Currency & Interest Rate risk. Derivative transactions include forwards, interest rate
swaps, cross currency swaps, etc. to hedge the liabilities. These derivative transactions are done for hedging purpose and not for
trading or speculative purposes.
As at 31 March 2023 As at 31 March 2022

PART I Notional Fair value- Fair value- Notional Fair value- Fair value-
amounts assets liabilities amounts assets liabilities
(i) Currency Derivatives
Spot and forwards 74,957.53 587.70 2,998.08 44,122.23 - 933.31
Currency swaps 33,683.09 3,327.07 6,074.73 31,072.31 1,612.16 4,736.02
Subtotal (A) 1,08,640.62 3,914.77 9,072.81 75,194.54 1,612.16 5,669.33
(ii) Interest Rate Derivatives
Forward rate agreements and 15,104.84 1,037.56 - 13,934.06 411.09 -
interest rate swaps
Subtotal (B) 15,104.84 1,037.56 - 13,934.06 411.09 -
Total Derivative Financial 1,23,745.46 4,952.33 9,072.81 89,128.60 2,023.25 5,669.33
Instruments (A+B)
136

Included in above (Part I) are derivatives held for hedging and risk management purposes as follows:

PART II Notional Fair value- Fair value- Notional Fair value- Fair value-
amounts assets liabilities amounts assets liabilities
(i) Fair Value Hedging
Currency derivatives 1,08,640.62 3,914.77 9,072.81 75,194.54 1,612.16 5,669.33
Interest rate derivatives - - - - - -
Subtotal (A) 1,08,640.62 3,914.77 9,072.81 75,194.54 1,612.16 5,669.33
(ii) Cash Flow Hedging
Currency derivatives - - - - - -
Interest rate derivatives 15,104.84 1,037.56 - 13,934.06 411.09 -
Subtotal (B) 15,104.84 1,037.56 - 13,934.06 411.09 -
Total Derivative Financial 1,23,745.46 4,952.33 9,072.81 89,128.60 2,023.25 5,669.33
Instruments (A+B)
Note : Refer note 38.5 & 38.6 for currency and interest rate risk management
Note 6 : Loans
As at As at
Particulars
31 March 2023 31 March 2022
Lease Receivables*
Rolling Stock Assets 18,14,871.11 17,83,785.25
Project Assets 6,26,598.95 2,23,139.74
(Unsecured, considered good due from Ministry of Railways, Government of India)
Total 24,41,470.06 20,06,924.99
*No impairment loss has been recognised as the entire lease receivables are from Ministry of Railways, Government of India, a sovereign receivable as per Reserve Bank
of India letter no. DNRB (PD). CO.No.1271/03.10.001/2018-19 dated 21-December-2018. (Refer note- 18)
137
138
as at and for Year ended 31 March 2023
Note 7 : Loan to Railway Companies

At Fair Value At Fair Value
Amortised Subtotal Amortised Designated Subtotal

Particular Designated Total Total
cost Through Other Through at Fair Value E= cost Through Other Through at Fair Value E=
(A+B) Profit Through (A+B)
(A) Comprehensive Profit or Through Profit (B+C+D) (A) Comprehensive (B+C+D)
Income (B) Loss (C ) Income (B) or Loss Profit or
or Loss (D)
(C ) Loss (D)
Loans
(A) Term Loans
-Loan to Rail Vikas Nigam 53,416.47 - - - - 53,416.47 56,216.00 - - - - 56,216.00
Limited
-Loan to Ircon International 6,153.07 - - - - 6,153.07 12,306.14 - - - - 12,306.14
Limited
Total (A) -Gross 59,569.54 - - - - 59,569.54 68,522.14 - - - - 68,522.14
Less: Impairment loss 238.28 - - - - 238.28 274.09 - - - - 274.09
allowance*
Total (A) - Net 59,331.26 - - - - 59,331.26 68,248.05 - - - - 68,248.05
(B) (i) Secured by tangible - - - - - - - - - - - -
assets
(ii) Secured by intangible assets - - - - - - - - - - - -
(iii) Covered by Bank/ - - - - - - - - - - - -
Government Guarantees
(iv) Unsecured 59,569.54 - - - - 59,569.54 68,522.14 - - - - 68,522.14
Total (B)-Gross 59,569.54 - - - - 59,569.54 68,522.14 - - - - 68,522.14
Less: Impairment loss 238.28 - - - - 238.28 274.09 - 274.09
allowance*
Total (B)-Net 59,331.26 - - - - 59,331.26 68,248.05 - - - - 68,248.05
(C) (I) Loans in India
(i) Public Sector 59,569.54 - - - - 59,569.54 68,522.14 - - - - 68,522.14
(ii) Others (to be specified) - - - - - - - - - - - -
Total (C)-Gross 59,569.54 - - - - 59,569.54 68,522.14 - - - - 68,522.14
Less: Impairment loss 238.28 - - - - 238.28 274.09 - - - - 274.09
allowance*
Total(C) (I)-Net 59,331.26 - - - - 59,331.26 68,248.05 - - - - 68,248.05
(C)(II)Loans outside India - - - - - - - - - - - -
Less: Impairment loss - - - - - - - - - - - -
allowance*
Total (C)(II)- Net - - - - - - - - - - - -
Total C(I)and C(II) 59,331.26 - - - - 59,331.26 68,248.05 - - - - 68,248.05
*The Company has computed expected credit loss as per Ind AS 109, Financial Instruments in accordance with Reserve Bank of India direction RBI/2019-20/170 DOR(NBFC).CC.PD.No.109/22.10.106/2019-20 dated 13th
March 2020 based on Reserve Bank of India circular no. RBI/2017-18/181_DNBR (PD) CC No. 092/03.10.001/2017-18 dated 31 May 2018 read with letter no. DNRB (PD) CO No. 1271/03.10.001/2018-19 dated 21 December
2018 which was earlier exempted vide notification DNBR.PD.008/03.10.119/2016-17 dated 1st September 2016 for all government NBFC company. (Refer note-18).
Note 8 : Investments
At Fair Value At Fair Value
Amortised Designated Subtotal Amortised Designated Subtotal

Particulars Total
cost Through Other Through at Fair Value E= Total (A+B) cost Through Other Through at Fair Value E=
Through Profit Through (A+B)
(A) Comprehensive Profit or (B+C+D) (A) Comprehensive (B+C+D)
Income (B) Loss (C ) Profit or Loss Income (B) or Loss Profit or
(D) (C ) Loss (D)
Debt Securities* - - - - - - 2.93 - - - - 2.93
Equity Instruments# - 136.64 - - 136.64 136.64 - 97.11 - - 97.11 97.11
Total (A) - 136.64 - - 136.64 136.64 2.93 97.11 - - 97.11 100.04
Investments Outside - - - - - - - - - - - -
India
Investments in India - 136.64 - - 136.64 136.64 2.93 97.11 - - 97.11 100.04
Total (B) - 136.64 - - 136.64 136.64 2.93 97.11 - - 97.11 100.04
Less: Allowance for - - - - - - 0.01 - - - - 0.01

Impairment '(C)
Total (A)-(C) - 136.64 - - 136.64 136.64 2.92 97.11 - - 97.11 100.03
Details of Debt securities*
Numbers of Senior Pass through Certificates of NOVO X Trust Locos - 5
Fair value of Senior Pass through Certificates of NOVO X Trust Locos - 2.93
Details of Equity Instruments#
Numbers of Equity Shares of IRCON International Limited 24,40,000 24,40,000
Fair value of Equity Shares of IRCON International Limited 136.64 97.11
The Company holds nominal Equity (less than 0.26%) in IRCON International Limited. The Equity shares of IRCON International Limited were listed on National Stock
Exchange with effect from 28 September 2018. The Company had elected to classify its investment in IRCON International Limited as fair value through other comprehensive
income. The fair value as on 31 March 2023 and 31 March 2022 has been measured as per the quotation on National Stock Exchange (Level 1 Input).
As on 3rd April 2020, IRCON international Limited splits its one share into 5 share each by decreasing its face value to Rs. 2/- per share from Rs. 10/- per share.
As on 21st May 2021, IRCON international Limited issued bonus share in the ratio of 1:1.
139

Note 9 : Other Financial Assets

As at As at
Particulars
31 March 2023 31 March 2022
Amount recoverable from Ministry of Railways on account of exchange rate variation / 68,807.06 11,037.15
derivatives#
Project Infrastructure Asset under Finance Lease Arrangements-EBR-IF 13,25,044.50 15,09,946.57
(Refer Note No. 45)
Project Infrastructure Asset under Finance Lease Arrangements-EBR Special 6,28,381.41 5,40,173.59
(Refer Note No. 45)
Advance Funding Against National Project (Refer Note No. 45) - 27,083.62
Interest accrued but not due on advance for railway project to be leased 2,15,156.96 1,45,867.60
Security deposits 48.51 54.57
House building advance (secured)* 8.83 2.34
Advance to employees** 10.50 6.00
Interest accrued but not due on advance to employees*** 1.92 1.30
Interest accrued but not due on loans 15,310.45 13,621.66
Interest accrued but not due on investment - 5.10
Interest accrued but not due on 54 EC bond application money 8.83 28.80
Interest accrued but not due on deposit 1.54 -
Amount recoverable from others 7.47 5.39
Gross Total 22,52,787.98 22,47,833.69
Less: Impairment on interest accrued and due on loans & deposits/ investments **** 61.24 54.51
Net Total 22,52,726.74 22,47,779.18
*Includes Rs. 1.69 million for 31 March 2023 , Rs. 1.89 million for 31 March 2022 to Key Managerial Personnel.
**Includes Rs. 0.18 million for 31 March 2023, Rs. 0.33 million for 31 March 2022 to Key Managerial Personnel.
***Includes Rs. 0.42 million for 31 March 2023, 0.33 million for 31 March 2022 to Key Managerial Personnel.
**** The Company has computed expected credit loss as per Ind AS 109, Financial Instruments in accordance with Reserve Bank of India direction RBI/2019-20/170
DOR(NBFC).CC.PD.No.109/22.10.106/2019-20 dated 13th March 2020 based on Reserve Bank of India circular no. RBI/2017-18/181_DNBR (PD) CC No. 092/03.10.001/2017-
18 dated 31 May 2018 read with letter no. DNRB (PD) CO No. 1271/03.10.001/2018-19 dated 21 December 2018 which was earlier exempted vide notification DNBR.
PD.008/03.10.119/2016-17 dated 1st September 2016 for all government NBFC company (Refer Note no. 42 (a) (i)).
# Amount recoverable from Ministry of Railway on account of exchange rate variation / derivatives includes amount recoverable from Ministry of Railways on account of MTM
derivatives of the respective period. (Refer Note No. 44).
Note 10 : Current Tax Assets (net)

As at As at
Particulars
31 March 2023 31 March 2022
TDS & advance tax 3,680.23 6,497.70
Less: Provision for tax (Refer note no. 31) - (124.62)
Total 3,680.23 6,373.08
140

Note 11 : Property, Plant and Equipment

Furniture
Leasehold Office Plant and
Particulars Building Computer and Vehicles Total
Improvements Equipment equipment
fixtures
Gross block
Balance as on 1 April 2021 112.32 - 4.03 4.29 1.85 0.03 2.50 125.02
Additions - 27.33 4.52 6.47 7.75 - 1.49 47.56
Acquisitions through business - - - - - - - -
combinations
Amount of change due to - - - - - - - -
revaluation
Disposals - - (0.05) - - - - (0.05)
Adjustment - - - - - - - -
Balance as on 31 March 2022 112.32 27.33 8.50 10.76 9.60 0.03 3.99 172.53
Balance as on 1 April 2022 112.32 27.33 8.50 10.76 9.60 0.03 3.99 172.53
Additions - - 4.46 1.00 2.29 - - 7.75
Acquisitions through business - - - - - - - -
combinations
Amount of change due to - - - - - - - -
revaluation
Disposals - - (0.27) (0.06) (0.06) - - (0.39)
Adjustment - - - - - - - -
Accumulated depreciation
Balance as on 1 April 2021 11.70 - 0.87 1.49 0.53 0.03 0.95 15.57
Depreciation expense 3.05 10.18 1.13 2.48 0.83 - 0.45 18.12
Elimination on disposals of - - (0.02) - - - - (0.02)
assets
Impairment losses or reversals - - - - - - - -
thereof
Balance as on 1 April 2022 14.75 10.18 1.98 3.97 1.36 0.03 1.40 33.67
Depreciation expense 3.05 10.15 1.86 3.12 1.10 - 0.47 19.75
Elimination on disposals of - - - (0.02) (0.01) - - (0.03)
assets
Impairment losses or reversals - - - - - - - -
thereof
Carrying amount
Net Block 31 March 2022 97.57 17.15 6.52 6.79 8.24 - 2.59 138.86
Net Block 31 March 2023 94.52 7.00 8.85 4.63 9.38 - 2.12 126.50
141

Note 12 : Other Intangible Assets
Particulars Software
Gross block
Balance as on 1 April 2021 0.85
Additions 18.77
Acquisitions through business combinations -
Amount of change due to revaluation -
Disposals -
Adjustment -
Balance as on 31 March 2022 19.62
Additions -
Acquisitions through business combinations -
Amount of change due to revaluation -
Disposals -
Adjustment -
Accumulated Amortisation
Amortisation expense 2.67
Elimination on disposals of assets -
Impairment losses or reversals thereof -
Amortisation expense 3.88
Elimination on disposals of assets -
Impairment losses or reversals thereof -
Net Block 31 March 2022 16.51
Net Block 31 March 2023 12.63
Note 13 : Other Non-Financial Assets

As at As at
Particulars
31 March 2023 31 March 2022
Capital Advances
Advance to FA & CAO, Northern Railway 25.30 25.30
Advance to RLDA 391.63 -
Advance to KPMG 0.80 -
Advances other than capital advances
Advance to others - 111.05
Others
Prepaid expenses 1.16 4.36
GST recoverable 14,664.47 14,664.47
GST Input- Project Assets* 1,28,462.73 1,50,123.59
Leave Encashment Funded Assets (Net) 0.01 0.06
Gratuity Funded Assets (Net) 15.64 11.45
Total 1,43,561.74 1,64,940.28
*Includes GST inputs on rolling stock and infrastructure assets.
142

Note 14 : Payables
As at As at
Particulars
31 March 2023 31 March 2022
(I) Trade payables
(i) Total outstanding dues of micro enterprises and small enterprises - -
(ii) Total outstanding dues of creditors other than micro enterprises and small - -
enterprises
(II) Other payables
(i) Total outstanding dues of micro enterprises and small enterprises 9.80 10.02
(Refer Note No. 51)
(ii) Total outstanding dues of creditors other than micro enterprises and small 121.81 235.69
enterprises
Total 131.61 245.71
Note 15 : Debt Securities

At Fair Designated At fair

Designated
Particular At Value at Fair Value value
At amortised at fair value
Amortised Through Through Total through Total
cost through
cost Profit or Profit or profit or
profit or loss
Loss Loss loss
Others
Bonds from domestic capital market 18,92,292.51 - - 18,92,292.51 16,94,491.39 - - 16,94,491.39
Bonds from overseas capital market 2,68,649.82 - - 2,68,649.82 2,47,258.14 - - 2,47,258.14
Commercial Paper - - - - - - - -
Total 21,60,942.33 - - 21,60,942.33 19,41,749.53 - - 19,41,749.53
Debt securities in India 18,92,292.51 - - 18,92,292.51 16,94,491.39 - - 16,94,491.39
Debt securities outside India 2,68,649.82 - - 2,68,649.82 2,47,258.14 - - 2,47,258.14
Total 21,60,942.33 - - 21,60,942.33 19,41,749.53 - - 19,41,749.53
The borrowings have been utilised for the specific purpose for which the same has been drawn.
The Ministry of Corporate Affairs has notified the Companies (Share Capital and Debentures) Amendments Rules, 2019 on 16th
August, 2019 which exempts NBFC listed companies registered with Reserve Bank of India u/s 45-IA of the RBI Act, 1934 from creation
of Debenture Redemption reserve.
143
144

Secured bonds from domestic capital market
The secured bonds issued in the domestic capital market are secured by first pari passu charge on the present/ future rolling stock assets/ lease receivables of the Company.
Maturity profile and rate of interest of the bonds issued in the domestic capital market and amount outstanding as on various dates is as set out below:
Interest Date of
Terms of As at As at
S.No Series Interest rate payment Maturity of
Repayment 31 March 2023 31 March 2022
frequency Bond
1 157th series 6.80% Sec Red Non Cum Taxable bonds 6.80% Annual Bullet Repayment 30-Apr-41 13,750.00 13,750.00
2 156th series 7.21% sec Red Non-Cum Taxable Bonds 7.21% Annual Bullet Repayment 25-Feb-41 19,545.00 19,545.00
3 154 series 6.85% Secured Non-Cum Taxable 6.85% Annual Bullet Repayment 01-Dec-40 46,520.00 46,520.00
4 153 series 6.85% Taxable Bonds 6.85% Annual Bullet Repayment 29-Oct-40 59,912.00 59,912.00
5 104th 'A' Series Tax Free Bonds Public Issue 7.25%/7.50% Annual Bullet Repayment 21-Dec-35 3,696.34 3,696.34
6 104th Series Tax Free Bonds Public Issue 7.25% Annual Bullet Repayment 21-Dec-35 2,944.16 2,944.16
7 151th Series Taxable Non-Cum. Bonds 6.73% Annual Bullet Repayment 06-Jul-35 30,000.00 30,000.00
8 150 Series Taxable Non-Cum. Bonds 6.90% Annual Bullet Repayment 05-Jun-35 25,650.00 25,650.00
9 71st "E" Taxable Non-Cum. Bonds 8.83% Semi Annual Bullet Repayment 14-May-35 2,200.00 2,200.00
10 70th "E" Taxable Non-Cum. Bonds 8.72% Semi Annual Bullet Repayment 04-May-35 150.00 150.00
11 141th Taxable Non-Cum. Bonds 7.48% Annual Bullet Repayment 29-Aug-34 21,070.00 21,070.00
12 139th Taxable Non-Cum. Bonds 7.54% Annual Bullet Repayment 29-Jul-34 24,556.00 24,556.00
13 138th Taxable Non-Cum. Bonds 7.85% Annual Bullet Repayment 01-Jul-34 21,200.00 21,200.00
14 71st "D" Taxable Non-Cum. Bonds 8.83% Semi Annual Bullet Repayment 14-May-34 2,200.00 2,200.00
15 70th "D" Taxable Non-Cum. Bonds 8.72% Semi Annual Bullet Repayment 04-May-34 150.00 150.00
16 71st "C" Taxable Non-Cum. Bonds 8.83% Semi Annual Bullet Repayment 14-May-33 2,200.00 2,200.00
17 70th "C" Taxable Non-Cum. Bonds 8.72% Semi Annual Bullet Repayment 04-May-33 150.00 150.00
18 71st "B" Taxable Non-Cum. Bonds 8.83% Semi Annual Bullet Repayment 14-May-32 2,200.00 2,200.00
19 70th "B" Taxable Non-Cum. Bonds 8.72% Semi Annual Bullet Repayment 04-May-32 150.00 150.00
20 71st "A" Taxable Non-Cum. Bonds 8.83% Semi Annual Bullet Repayment 14-May-31 2,200.00 2,200.00
21 76th "B" Taxable Non-Cum. Bonds 9.47% Semi Annual Bullet Repayment 10-May-31 9,950.00 9,950.00
22 70th "A" Taxable Non-Cum. Bonds 8.72% Semi Annual Bullet Repayment 04-May-31 150.00 150.00
23 152nd Series Taxable Non-Cum. Bonds 6.41% Annual Bullet Repayment 11-Apr-31 20,000.00 20,000.00
24 108th 'A' Series Tax Free Bonds Public Issue 7.35%/7.64% Annual Bullet Repayment 22-Mar-31 11,943.13 11,943.13
25 108th Series Tax Free Bonds Public Issue 7.35% Annual Bullet Repayment 22-Mar-31 10,163.76 10,163.76
26 103rd 'A' Series Tax Free Bonds Public Issue 7.28%/7.53% Annual Bullet Repayment 21-Dec-30 10,742.17 10,742.17
27 103rd Series Tax Free Bonds Public Issue 7.28% Annual Bullet Repayment 21-Dec-30 20,573.10 20,573.10
28 70th "AA" Taxable Non-Cum. Bonds 8.79% Semi Annual Bullet Repayment 04-May-30 14,100.00 14,100.00
Interest Date of
frequency Bond
29 144th Series Taxable Bonds (ETF) 7.55% Annual Bullet Repayment 12-Apr-30 15,800.00 15,800.00
30 146th Series Taxable Bonds 7.08% Annual Bullet Repayment 28-Feb-30 30,000.00 30,000.00
31 67th "B" Taxable Non-Cum. Bonds 8.80% Semi Annual Bullet Repayment 03-Feb-30 3,850.00 3,850.00
32 143rd Taxable Non-Cum. Bonds 7.55% Annual Bullet Repayment 06-Nov-29 24,549.00 24,549.00
33 142th Taxable Non-Cum. Bonds 7.50% Annual Bullet Repayment 09-Sep-29 27,070.00 27,070.00
34 140th Taxable Non-Cum. Bonds 7.48% Annual Bullet Repayment 13-Aug-29 25,920.00 25,920.00
35 136th Series Taxable Bonds 7.95% Annual Bullet Repayment 12-Jun-29 30,000.00 30,000.00
36 135 Series Taxable Bonds 8.23% Annual Bullet Repayment 29-Mar-29 25,000.00 25,000.00
38 96th A Series Tax Free Bonds Public Issue 8.63%/8.88% Annual Bullet Repayment 26-Mar-29 4,364.14 4,364.14
41 131St Series Taxable Bonds 8.55% Annual Bullet Repayment 21-Feb-29 22,365.00 22,365.00
42 92nd Series Tax Free Bonds Public Issue 8.40% Annual Bullet Repayment 18-Feb-29 10,901.87 10,901.87
43 92nd A Series Tax Free Bonds Public Issue 8.40%/8.65% Annual Bullet Repayment 18-Feb-29 6,883.59 6,883.59
44 94th A Series Tax Free Non-Cum Bonds 8.55% Annual Bullet Repayment 12-Feb-29 130.00 130.00
45 93rd A Series Tax Free Non-Cum Bonds 8.55% Annual Bullet Repayment 10-Feb-29 16,500.00 16,500.00
46 130Th Series Taxable Bonds 8.40% Annual Bullet Repayment 08-Jan-29 28,454.00 28,454.00
47 129th Series Taxable Bonds 8.45% Annual Bullet Repayment 04-Dec-28 30,000.00 30,000.00
48 90th A Series Tax Free Non-Cum Bonds 8.48% Annual Bullet Repayment 27-Nov-28 550.00 550.00
49 89th A Series Tax Free Non-Cum Bonds 8.48% Annual Bullet Repayment 21-Nov-28 7,380.00 7,380.00
50 87th 'A' Series (Non-Retail), Tax Free Bonds Public Issue 7.04% Annual Bullet Repayment 23-Mar-28 2,240.81 2,237.71
51 87th 'A' Series (Retail), Tax Free Bonds Public Issue 7.54% Annual Bullet Repayment 23-Mar-28 398.03 401.13
52 86th 'A' Series (Non-Retail), Tax Free Bonds Public Issue 7.34% Annual Bullet Repayment 19-Feb-28 23,350.16 23,301.34
53 86th 'A' Series (Retail), Tax Free Bonds Public Issue 7.84% Annual Bullet Repayment 19-Feb-28 2,238.95 2,287.77
54 83rd 'A' Tax Free Non-Cum. Bonds 7.39% Annual Bullet Repayment 06-Dec-27 950.00 950.00
55 82nd 'A' Tax Free Non-Cum. Bonds 7.38% Annual Bullet Repayment 30-Nov-27 300.00 300.00
56 81st 'A' Tax Free Non-Cum. Bonds 7.38% Annual Bullet Repayment 26-Nov-27 667.00 667.00
57 124th Series Taxable Non-Cum Bonds 7.54% Annual Bullet Repayment 31-Oct-27 9,350.00 9,350.00
58 123rd Series Taxable Non-Cum Bonds 7.33% Annual Bullet Repayment 28-Aug-27 17,450.00 17,450.00
59 121st Taxable Non Cum - Bonds 7.27% Annual Bullet Repayment 15-Jun-27 20,500.00 20,500.00
60 54th "B" Taxable Non-Cum. Bonds 10.04% Semi Annual Bullet Repayment 07-Jun-27 3,200.00 3,200.00
61 120th Taxable Non Cum - Bonds 7.49% Annual Bullet Repayment 30-May-27 22,000.00 22,000.00
145
146
Interest Date of
frequency Bond
62 118th Taxable Non Cum - Bonds 7.83% Annual Bullet Repayment 21-Mar-27 29,500.00 29,500.00
63 80th 'A' Series (Non-Retail), Tax Free Bonds Public Issue 8.10% Annual Bullet Repayment 23-Feb-27 28,039.39 27,971.49
64 80th 'A' Series (Retail), Tax Free Bonds Public Issue 8.30% Annual Bullet Repayment 23-Feb-27 2,917.13 2,985.03
65 53rd "C" Taxable Non-Cum. Bonds 8.75% Semi Annual Bullet Repayment 29-Nov-26 4,100.00 4,100.00
66 79th "A" Tax Free Non-Cum. Bonds 7.77% Annual Bullet Repayment 08-Nov-26 1,915.10 1,915.10
67 76th "A" Taxable Non-Cum. Bonds 9.33% Semi Annual Bullet Repayment 10-May-26 2,550.00 2,550.00
68 75th Taxable Non-Cum. Bonds 9.09% Semi Annual Bullet Repayment 31-Mar-26 1,500.00 1,500.00
70 107th 'A' Series Tax Free Bonds Public Issue 7.04%/7.29% Annual Bullet Repayment 22-Mar-26 1,907.14 1,907.14
71 107th Series Tax Free Bonds Public Issue 7.04% Annual Bullet Repayment 22-Mar-26 485.97 485.97
72 106th Series Tax Free Bonds 7.04% Annual Bullet Repayment 03-Mar-26 10,500.00 10,500.00
73 102nd 'A' Series Tax Free Bonds Public Issue 7.07%/7.32% Annual Bullet Repayment 21-Dec-25 3,689.49 3,689.49
74 102nd Series Tax Free Bonds Public Issue 7.07% Annual Bullet Repayment 21-Dec-25 3,674.74 3,674.74
75 100th Series Tax Free Non-Cum Bonds 7.15% Annual Bullet Repayment 21-Aug-25 3,290.00 3,290.00
76 99th Series Tax Free Non-Cum Bonds 7.19% Annual Bullet Repayment 31-Jul-25 11,390.00 11,390.00
77 147th Series Taxable Bonds 6.99% Annual Bullet Repayment 19-Mar-25 8,470.00 8,470.00
79 67th "A" Taxable Non-Cum. Bonds 8.65% Semi Annual Bullet Repayment 03-Feb-25 2,000.00 2,000.00
80 65th "O" Taxable Non-Cum. Bonds 8.20% Semi Annual Bullet Repayment 27-Apr-24 600.00 600.00
82 95th A Series Tax Free Bonds Public Issue 8.19%/8.44% Annual Bullet Repayment 26-Mar-24 1,297.38 1,297.38
83 132 Series Taxable Bonds 8.25% Annual Bullet Repayment 28-Feb-24 25,000.00 25,000.00
84 91st Series Tax Free Bonds Public Issue 8.23% Annual Bullet Repayment 18-Feb-24 17,783.21 17,783.21
85 91st A Series Tax Free Bonds Public Issue 8.23%/8.48% Annual Bullet Repayment 18-Feb-24 5,262.55 5,262.55
86 63rd "B" Taxable Non-Cum. Bonds 8.65% Semi Annual Bullet Repayment 15-Jan-24 3,150.00 3,150.00
87 62nd "B" Taxable Non-Cum. Bonds 8.50% Semi Annual Bullet Repayment 26-Dec-23 2,850.00 2,850.00
88 90th Series Tax Free Non-Cum Bonds 8.35% Annual Bullet Repayment 27-Nov-23 570.00 570.00
89 89th Series Tax Free Non-Cum Bonds 8.35% Annual Bullet Repayment 21-Nov-23 4,870.00 4,870.00
90 61st "A" Taxable Non-Cum. Bonds 10.70% Semi Annual Bullet Repayment 11-Sep-23 6,150.00 6,150.00
91 155th series 5.04% Secured Bonds 5.04% Annual Bullet Repayment 05-May-23 30,000.00 30,000.00
92 149 Series Taxable Non-Cum. Bonds 6.19% Annual Bullet Repayment 28-Apr-23 31,900.00 31,900.00
93 65th "N" Taxable Non-Cum. Bonds 8.20% Semi Annual Bullet Repayment 27-Apr-23 600.00 600.00
94 145th Series Taxable Bonds 6.59% Annual Bullet Repayment 14-Apr-23 30,000.00 30,000.00
Interest Date of
frequency Bond
95 88th Taxable Non-Cum. Bonds 8.83% Annual Bullet Repayment 25-Mar-23 - 11,000.00
96 87th Series (Non-Retail), Tax Free Bonds Public Issue 6.88% Annual Bullet Repayment 23-Mar-23 - 1,382.42
97 87th Series (Retail), Tax Free Bonds Public Issue 7.38% Annual Bullet Repayment 23-Mar-23 - 269.29
98 86th Series (Non-Retail), Tax Free Bonds Public Issue 7.18% Annual Bullet Repayment 19-Feb-23 - 26,717.90
99 86th Series (Retail), Tax Free Bonds Public Issue 7.68% Annual Bullet Repayment 19-Feb-23 - 1,426.90
100 85th Tax Free Non-Cum. Bonds 7.19% Annual Bullet Repayment 14-Dec-22 - 950.00
101 84th Tax Free Non-Cum. Bonds 7.22% Annual Bullet Repayment 07-Dec-22 - 4,999.00
102 83rd Tax Free Non-Cum. Bonds 7.22% Annual Bullet Repayment 06-Dec-22 - 300.00
103 82nd Tax Free Non-Cum. Bonds 7.22% Annual Bullet Repayment 30-Nov-22 - 410.00
104 81st Tax Free Non-Cum. Bonds 7.21% Annual Bullet Repayment 26-Nov-22 - 2,560.00
105 58th "A" Taxable Non-Cum. Bonds 9.20% Semi Annual Bullet Repayment 29-Oct-22 - 5,000.00
106 57th Taxable Non-Cum. Bonds 9.66% Semi Annual Redeemable on 28-Sep-22 - 2,000.00
28.09.2022, being
the due date for the
last instalment
107 54th "A" Taxable Non-Cum. Bonds 9.95% Semi Annual Bullet Repayment 07-Jun-22 - 1,500.00
108 55th "O" Taxable Non-Cum. Bonds 9.86% Semi Annual Bullet Repayment 07-Jun-22 - 330.00
109 65th "M" Taxable Non-Cum. Bonds 8.20% Semi Annual Bullet Repayment 27-Apr-22 - 600.00
Total 11,54,940.96 12,14,386.47
147
148
Notes to financial statements
54 EC Bonds Secured in markets

The 54 EC bonds issued in the domestic capital market are secured by first pari passu charge on the present/ future rolling stock assets/ lease receivables of the Company.
Maturity Profile and Rate of Interest of the 54EC secured bonds issued in the domestic capital market and amount outstanding as on various dates is as set out below:-
Interest Date of
S.No Description Interest rate payment Maturity of
frequency Bond
1 54 EC, Mar 2023 Bond Series 5.00% Annual Bullet Repayment 31-Mar-28 3,208.53 -
2 54 EC, Feb 2023 Bond Series 5.00% Annual Bullet Repayment 28-Feb-28 1,389.88 -
3 54 EC, Jan 2023 Bond Series 5.00% Annual Bullet Repayment 31-Jan-28 1,216.67 -
4 54 EC, Dec 2022 Bond Series 5.00% Annual Bullet Repayment 31-Dec-27 1,541.24 -
5 54 EC, Nov 2022 Bond Series 5.00% Annual Bullet Repayment 30-Nov-27 1,326.48 -
6 54 EC, Oct 2022 Bond Series 5.00% Annual Bullet Repayment 30-Oct-27 1,093.35 -
7 54 EC, Sep 2022 Bond Series 5.00% Annual Bullet Repayment 30-Sep-27 1,189.47 -
8 54 EC, Aug 2022 Bond Series 5.00% Annual Bullet Repayment 30-Aug-27 840.60 -
9 54 EC, July 2022 Bond Series 5.00% Annual Bullet Repayment 30-Jul-27 1,671.01 -
10 54 EC, Jun 2022 Bond Series 5.00% Annual Bullet Repayment 30-Jun-27 1,352.31 -
11 54 EC, May 2022 Bond Series 5.00% Annual Bullet Repayment 31-May-27 1,258.97 -
12 54 EC, Apr 2022 Bond Series 5.00% Annual Bullet Repayment 30-Apr-27 1,205.18 -
13 54 EC, Mar 2022 Bond Series 5.00% Annual Bullet Repayment 31-Mar-27 2,088.60 2,088.60
14 54 EC, Feb 2022 Bond Series 5.00% Annual Bullet Repayment 28-Feb-27 945.57 943.20
15 54 EC, Jan 2022 Bond Series 5.00% Annual Bullet Repayment 31-Jan-27 926.35 926.35
16 54 EC, Dec 2021 Bond Series 5.00% Annual Bullet Repayment 31-Dec-26 1,122.29 1,122.29
17 54 EC, Nov 2021 Bond Series 5.00% Annual Bullet Repayment 30-Nov-26 645.61 645.61
18 54 EC, Oct 2021 Bond Series 5.00% Annual Bullet Repayment 31-Oct-26 832.21 832.21
19 54 EC, Sep 2021 Bond Series 5.00% Annual Bullet Repayment 30-Sep-26 1,203.22 1,203.22
20 54 EC, Aug 2021 Bond Series 5.00% Annual Bullet Repayment 31-Aug-26 887.12 887.12
21 54 EC, July 2021 Bond Series 5.00% Annual Bullet Repayment 31-Jul-26 1,050.55 1,050.55
22 54 EC, Jun 2021 Bond Series 5.00% Annual Bullet Repayment 30-Jun-26 838.14 838.14
23 54 EC, May 2021 Bond Series 5.00% Annual Bullet Repayment 31-May-26 507.06 507.06
24 54 EC, Apr 2021 Bond Series 5.00% Annual Bullet Repayment 30-Apr-26 565.74 565.74
28 54 EC, Dec 2020 Bond Series 5.00% Annual Bullet Repayment 31-Dec-25 685.27 685.27
Interest Date of
S.No Description Interest rate payment Maturity of
frequency Bond
31 54 EC, Sep 2020 Bond Series 5.00% Annual Bullet Repayment 30-Sep-25 529.70 529.70
33 54 EC, July 2020 Bond Series 5.75% Annual Bullet Repayment 31-Jul-25 774.33 774.33
34 54 EC, Jun 2020 Bond Series 5.75% Annual Bullet Repayment 30-Jun-25 1,160.16 1,160.16
46 54 EC, June 2019 Bond Series 5.75% Annual Bullet Repayment 30-Jun-24 596.14 596.14
49 54EC Bond Mar 2019 Series 5.75% Annual Bullet Repayment 31-Mar-24 692.68 692.68
50 54EC Bond Feb 2019 Series 5.75% Annual Bullet Repayment 29-Feb-24 145.31 145.31
51 54EC Bond Jan 2019 Series 5.75% Annual Bullet Repayment 31-Jan-24 133.35 133.35
58 54 EC, June 2018 Bond Series 5.75% Annual Bullet Repayment 30-Jun-23 127.56 127.56
Total 47,681.63 30,385.57
149
150
Unsecured bonds from domestic capital market

The Unsecured bonds issued in the domestic capital market and outstanding as on various dates is as set out below:-
Interest Date of
Interest As at As at
S.No Series payment Terms of Repayment Maturity of
rate* 31 March 2023 31 March 2022
frequency Bond
1 148th Series Taxable Bonds* 6.58% p.a. Semi Annual Redeemable in forty equal half yearly 31-Mar-50 25,000.00 25,000.00
instalments commencing from
15 October 2030
2 137th Series Taxable Bonds* 7.30% p.a. Semi Annual Redeemable in forty equal half yearly 18-Jun-49 18,000.00 18,000.00
15 April 2030
3 125th Series Taxable Bonds* 7.41% p.a. Semi Annual Redeemable in forty equal half yearly 22-Dec-47 29,812.00 21,000.00
15 April 2028
4 122nd Series Taxable Bonds* 6.77% p.a. Semi Annual Redeemable in forty equal half yearly 27-Jun-47 56,446.00 41,000.00
15 April 2028
5 110th Series Taxable Bonds* 7.80% p.a. Semi Annual Redeemable in forty equal half yearly 22-Jun-46 43,364.00 43,364.00
15 April 2027
6 109th Series Taxable Bonds* 8.02% p.a. Semi Annual Redeemable in forty equal half yearly 30-Mar-46 74,335.00 74,335.00
15 October 2026
7 101st Series Taxable Bonds* 7.87% p.a. Semi Annual Redeemable in forty equal half yearly 27-Oct-45 29,347.00 29,347.00
15 April 2026
8 158th Series Taxable Bonds 6.99% p.a. Annual Bullet Repayment 04-Jun-41 19,940.00 19,940.00
9 170th B SERIES 7.74% P.A 7.74% P.a Annual Bullet Repayment 15-Apr-38 28,250.00 -
UNSECURED BONDS
10 165TH SERIES 7.64% P.A. 7.64% P.a Annual Bullet Repayment 28-Nov-37 39,552.00 -
UNSECURED TAXABLE BONDS
11 162nd Series Taxable Bonds 6.95% P.a Annual Bullet Repayment 24-Nov-36 50,000.00 50,000.00
12 160th Series Taxable Bonds 7.03% P.a Annual Bullet Repayment 30-Jul-36 46,930.00 46,930.00
13 168-B SERIES 7.65% P.A. 7.65% P.a Annual Bullet Repayment 18-Apr-33 25,000.00 -
Interest Date of
Interest As at As at
S.No Series payment Terms of Repayment Maturity of
rate* 31 March 2023 31 March 2022
frequency Bond
14 166TH SERIES 7.47% P.A. 7.47% P.a Annual Bullet Repayment 15-Apr-33 5,000.00 -
15 169 SERIES 7.75 % P.A. 7.75% P.a Annual Bullet Repayment 15-Apr-33 24,430.00 -
16 167TH SERIES 7.65% P.A. 7.65% P.a Annual Bullet Repayment 30-Dec-32 25,105.00 -
17 164RD SERIES 7.69% P.A. 7.69% P.a Annual Bullet Repayment 11-Oct-32 25,000.00 -
18 163rd Series Taxable Bonds 6.87% P.a Annual Bullet Repayment 14-Apr-32 11,800.00 11,800.00
19 161st Series Taxable Bonds 6.92% P.a Annual Bullet Repayment 31-Aug-31 40,000.00 40,000.00
20 159th Series Taxable Bonds 6.89% P.a Annual Bullet Repayment 19-Jul-31 29,809.00 29,809.00
21 168-A SERIES 7.40% P.A. 7.4% P.a Annual Bullet Repayment 18-Apr-26 25,000.00 -
22 170th A SERIES 7.51% P.A 7.51% P.a Annual Bullet Repayment 15-Apr-26 18,250.00 -
UNSECURED BONDS
Total 6,90,370.00 4,50,525.00
*Fixed Interest rate for 10 years. The interest rate would be reset at the end of each subsequent 10th year to the then prevailing benchmark 10 Year G-Sec Yield.
151

Reconciliation
As at As at
Particulars
31 March 2023 31 March 2022
Secured Bonds from Domestic Capital Market 11,54,940.96 12,14,386.47
54EC Bonds Secured in Market 47,681.63 30,385.57
Unsecured Bonds from Domestic Capital Market 6,90,370.00 4,50,525.00
Bonds in Domestic Market as per IGAAP 18,92,992.59 16,95,297.04
Less: Unamortised transaction cost (700.08) (805.65)
Bonds in Domestic Market as per Ind AS 18,92,292.51 16,94,491.39
152
Unsecured bonds from overseas capital market

The Unsecured bonds issued from overseas capital market and outstanding as on various dates is as set out below:-
Interest Date of
As at As at
S.No Series Interest rate payment Terms of Repayment Maturity of
31 March 2023 31 March 2022
frequency Bond
1 REG-S/144A BONDS USD 3.95% P.a Semi Annual Bullet Repayment 13-Feb-50 24,771.00 22,851.00
300M 3.95% GMTM-2050
2 REG-S/144A GREEN BONDS 3.57% p.a. Semi Annual Bullet Repayment 21-Jan-32 41,285.00 38,085.00
USD 500M
3 REG-S/144A BONDS USD 750 2.80% p.a Semi Annual Bullet Repayment 10-Feb-31 61,927.50 57,127.50
MILLION UNDER GMTN
4 REG-S/144A BONDS USD 3.249% P.a Semi Annual Bullet Repayment 13-Feb-30 57,799.00 53,319.00
700M 3.249% GMTM-2030
5 Reg-S Bonds Green Bond 1st 3.835% p.a Semi Annual Bullet Repayment 13-Dec-27 41,285.00 38,085.00
Series (USD 500 Million)

6 Reg S Bonds USD 500M-EMTN 3.73% p.a Semi Annual Bullet Repayment 02-Apr-24* 41,285.00 38,085.00
Total Overseas bonds as per IGAAP 2,68,352.50 2,47,552.50
Less: Unamortised transaction cost (216.71) (248.63)
Less: Fair value hedge adjustment- recoverable from Ministry of Railways 514.03 (45.73)
Total Overseas bonds as per IND AS 2,68,649.82 2,47,258.14
Total Indian Bonds 18,92,292.51 16,94,491.39
Total Overseas Bonds 2,68,649.82 2,47,258.14
Commercial Paper - -
Total Debt Borrowings 21,60,942.33 19,41,749.53
*Maturity date as per agreement is 29th March, 2024, which being a public holiday, the revised maturity comes to 2nd April, 2024 as per holiday convention.
153

Note 16: Borrowings (Other than Debt Securities)

At fair Designated At fair Designated

value at fair value value at fair value
Particular At amortised At amortised
through through Total through through Total
cost cost
profit or profit or profit or profit or
loss loss loss loss
Term Loans
Secured Loans
(i) From Banks (Indian) 13,67,317.18 - - 13,67,317.18 12,81,444.40 - - 12,81,444.40
(II) From Bank (Foreign) 18,072.02 - - 18,072.02 16,645.27 - - 16,645.27
(ii) From Other* 1,75,000.00 - - 1,75,000.00 1,75,000.00 - - 1,75,000.00
Unsecured Loans
(i) From Banks (Indian) 13,100.00 - - 13,100.00 59,067.38 - - 59,067.38
(ii) From Banks (Foreign) 4,19,861.05 - - 4,19,861.05 4,00,259.60 - - 4,00,259.60
(ii) From Other* 35,000.00 35,000.00 10,000.00 - - 10,000.00
Total (A) 20,28,350.25 - - 20,28,350.25 19,42,416.65 - - 19,42,416.65
Borrowings in India 15,90,417.18 - - 15,90,417.18 15,25,511.78 - - 15,25,511.78
Borrowings outside India 4,37,933.07 - - 4,37,933.07 4,16,904.87 - - 4,16,904.87
Total (B) to tally with (A) 20,28,350.25 - - 20,28,350.25 19,42,416.65 - - 19,42,416.65
* These loans are from National Small Saving Fund and India Infrastructure Finance Company Limited.
The borrowings have been utilised for the specific purpose for which the same has been drawn.
154

Secured Rupee Term Loan
Rupee Term Loans availed from banks are secured by first paripassu charge on the present/future rolling stock assets/ lease receivables of the Company. Terms of
repayment of secured term loans and amount outstanding as on various dates is as set out below :-
Next Date of
As at As at
S.No Description Interest Type Terms of Repayment Installment Maturity of
31 March 2023 31 March 2022
Date Loan
1 South Indian Bank TL-I Repo Rate + Bullet repayment at the end of 7 Years 27-Mar-30 27-Mar-30 2,500.00 -
Opereating Cost +
Spread
2 Deutsche Bank TL-2 3M T-Bill+ Spread One Bullet payment on maturity of loan 28-Jun-29 28-Jun-29 20,000.00 -
3 Bank of Baroda-III Overnight MCLR 18 Equal Half Yearly Instalment (Rs.388.8 Million) and last 20-Jun-29 20-Dec-37 7,000.00 -
instalment is due for payment on 20.12.2037 with 6 Years
Moratorium
4 NaBFID (TRCH-I,II,III) 6M NLR 14 equal annual instalment of Rs. 2668 Million starting from 18-Feb-29 18-Feb-43 40,000.00 -
18-02-2029 and 15 and last instalment of Rs. 2648 Million due
on 18-02-2043, the first instalment will become due 12 months
after the end of the moratorium period of 5 Years
5 HDFC TL IX 1M T-Bill + Spread 20 equal semi annual installment of Rs. 1185.00 Million starting 30-Sep-28 31-Mar-38 23,700.00 -
from 30.09.2028 after the end of moratorium period of 5 Years
6 J & K BANK TL-III Repo Rate + Spread 20 equal half yearly installment of Rs. 250 Million starting from 27-Sep-28 27-Mar-38 5,000.00 -
27.09.2028 after a moratorium period of 5 years
7 Axis Bank TL-II Repo Rate + Spread 20 equal half yearly installment of Rs. 1000 Million starting from 27-Sep-28 27-Mar-38 20,000.00 -
27.09.2028 after a moratorium of 5.5 Years
8 Punjab & Sindh Bank Repo Rate + Spread 20 Equal Half Yearly Instalment Commencing from 30-06-2028 30-Jun-28 31-Dec-37 10,000.00 -
(Rs.500 Million) and last instalment is due for payment on 31-
12-2037 with 5Years Moratorium
9 UNION BANK OF INDIA Overnight MCLR 20 Equal Half Yearly Instalment Commencing from 29-06-2028 29-Jun-28 29-Dec-37 12,000.00 -
TL-III (Rs.600 Million) and last instalment is due for payment on 29-
12-2037 with 5 Years Moratorium
10 SBI TL-VII 3M MCLR Repayable in 20 half yearly Instalments of Rs. 25 Million 14-Jun-28 14-Dec-37 500.00 -
Commencing from 14.06.2028 after the moratorium period of 5
Years from the date of disbursment
11 J & K BANK TL-II Repo Rate + Spread 20 Equal Half Yearly Instalment Commencing from 31-03-2028 31-Mar-28 31-Dec-37 7,500.00 -
(Rs.375 Million) with 5Years Moratorium
12 PNB-VIII Repo Rate + Spread 9 Equal Annual instalments of Rs. 800 Million each 31-Mar-28 31-Mar-37 8,000.00 7,999.99
commencing from 31 March 2028. 10th and final instalment
(Residual) of Rs. 800 Million
155
156
Next Date of
As at As at
31 March 2023 31 March 2022
Date Loan
13 Bank of Baroda-V Overnight MCLR 18 Equal Half Yearly instalments of Rs. 1944.44 Million each 15-Jan-28 15-Jul-36 35,000.00 35,000.00
commencing from 15 January 2028
14 Canara Bank VII Repo Rate + Spread 9 equal annual instalments of Rs. 4,700 Million commencing 30-Dec-27 30-Dec-36 47,000.00 46,999.93
from 30 December 2027. 10th and final instalment (Residual) of
Rs.4700 Million
15 Central bank of India Repo Rate + Spread 20 equal half yearly instalments of Rs. 1000 Million 28-Dec-27 28-Jun-37 20,000.00 -
commencing from 28.12.2027 after moratorium period of 5.5
Years
16 Canara Bank VI- Tranch (i), Repo Rate + Spread 9 Equal Annual instalments of Rs. 7000 Million commencing 08-Nov-27 08-Nov-36 70,000.00 69,999.89
(ii) & (iii) from 8 November 2027.10th and final instalment (Residual) of
Rs.7,000 Million
17 Union bank of India II 3M T-BILL + Spread "Sanctioned Amount: Rs. 35,000 Million 23-Sep-27 23-Mar-37 25,500.00 25,500.00
Initial Drawdown: Rs. 25,500 Million
20 Equal Half Yearly instalments of Rs. 1275 Million each
commencing from 23 September 2027
18 Union Bank of India TL- Overnight MCLR 20 Equal Half Yearly Instalment Commencing from 23-09-2027 23-Sep-27 23-Mar-37 9,500.00 -
II(TRCH-II) (Rs.475 Million) and last instalment is due for payment on 23-
03-2037 with 5Years Moratorium
19 Bank of Baroda-IV Overnight MCLR 17 Half yearly equal instalments of Rs.6,667 Million 12-Sep-27 12-Mar-36 1,20,000.00 1,20,000.00
commencing from 12th September 2027. 18th and final
instalment (Residual) of Rs.6661 Million
20 HDFC TL-VIII 3M T-Bill + Spread 20 Equal Half Yearly instalments of Rs. 1250 Million each 22-Aug-27 22-Feb-37 25,000.00 25,000.00
commencing from 22 August 2027
21 UCO Bank I Tranch (i) & (ii) Repo Rate + Spread 20 Equal Half Yearly instalments of Rs.1000 Million each 30-Jun-27 30-Dec-36 20,000.00 20,000.00
commencing from 30 June 2027
22 PNB-VII 3Y G-Sec + Spread 9 Equal Yearly instalments of Rs.750 Million each commencing 30-Jun-27 30-Jun-36 7,500.00 7,499.98
from 30th June 2027. 10th and final instalment (Residual) of
Rs.750 Million
23 Union bank of India I Tranch 3M T-BILL + Spread "Sanctioned Amount: Rs. 50,000 Million 23-Jun-27 23-Dec-36 50,000.00 49,999.19
(i), (ii) & (iii) 1st Drawdown: Rs. 5,000 Million on 23 Dec 2021
2nd Drawdown: Rs. 10,000 Million on 22 Feb 2022
Last Drawdown: Rs. 35,000 Million on 23 March 2022
19 Equal Half Yearly instalments of Rs. 2500 Million each
commencing from 23 June 2027. 20th and last instalment
(Residual) of Rs. 2500 Million"
24 HDFC TL-VII Repo Rate + Spread 20 Equal Half Yearly instalments of Rs. 1250 Million each 16-Apr-27 16-Oct-36 25,000.00 25,000.00
commencing from 16 April 2027

Next Date of
As at As at
31 March 2023 31 March 2022
Date Loan
25 State Bank Of India VI 3M T-BILL + Spread 19 Equal Half Yearly instalments of Rs. 3500 Million each 15-Apr-27 15-Oct-36 70,000.00 69,999.88
Tranch (i) & (ii) commencing from 15 April 2027. 20th and final instalment
(Residual) of Rs.3500 Million
26 Bank of India-(IV) Repo Rate + Spread 19 Equal Half Yearly instalments of Rs. 550 Million each 11-Apr-27 11-Oct-36 11,000.00 10,998.18
commencing from 11 April 2027. 20th and last instalment
27 DEUTSCHE BANK TL-1 3M T-Bill + Spread One Bullet payment on maturity of loan 28-Mar-27 28-Mar-27 20,000.00 20,000.00
28 Punjab National Bank-VI 3Y G-Sec + Spread 9 Equal yearly instalments of Rs.3,000 Million commencing 31-Dec-26 31-Dec-35 30,000.00 29,999.39
from 31st December 2026. 10th and last instalment (Residual)
of Rs. 3000 Million
29 Punjab National Bank (V) 3Y G-Sec + Spread 9 Equal Yearly instalments of Rs.2,500 Million each 30-Sep-26 30-Sep-35 25,000.00 24,999.92
commencing from 30th September 2026. 10th and last
instalment (Residual) of Rs. 2500 Million
30 ICICI Bank TL-V 3M T-BILL + Spread 20 Equal Half Yearly instalments of Rs.1750 Million each 15-Sep-26 15-Mar-36 35,000.00 35,000.00
commencing from 15th September 2026
31 Bank of India TL-I Repo Rate + Spread 19 Half yearly equal instalments of Rs.1,500 Million 27-Jul-26 27-Jan-36 30,000.00 29,995.02
commencing from 27th July 2026. 20th and last instalment
32 Bank of India TL-II Repo Rate + Spread 19 Half yearly equal instalments of Rs.1,150 Million 27-Jul-26 27-Jan-36 23,000.00 22,996.19
commencing from 27th July 2026. 20th and last instalment
(Residual) of Rs. 1,146.19 Million
33 ICICI Bank TL-III & (IV) 3M T-BILL + Spread 20 Equal Half Yearly instalments of Rs.5000 Million each 27-May-26 27-Nov-35 1,00,000.00 1,00,000.00
commencing from 27th May 2026
34 ICICI Bank TL-II 3M T-BILL + Spread 20 Equal Half Yearly instalments of Rs.2500 Million each 22-Apr-26 22-Oct-35 50,000.00 50,000.00
commencing from 22nd April 2026
35 HDFC Bank LTD (VI)-T II Repo Rate + Spread 20 Half yearly equal instalments of Rs. 182.50 Million 11-Mar-26 11-Sep-35 3,650.00 3,650.00
commencing from 11th March 2026
36 HDFC Bank LTD (VI)-T I Repo Rate + Spread 20 Half yearly equal instalments of Rs. 817.50 Million 11-Mar-26 11-Sep-35 16,350.00 16,350.00
commencing from 11th March 2026
37 Indian Overseas Bank Repo Rate+ Spread Repayable in 20 Equal Instalments of Rs. 1000 Million starting 28-Feb-26 31-Aug-35 20,000.00 -
from 28.02.2026 after the moratorium period of 5.5 Years from
the date of disbursment
38 ICICI Bank TL-I 3M T-BILL + Spread 20 Equal Half Yearly instalments of Rs.2,500 Million each 19-Feb-26 19-Aug-35 30,000.00 50,000.00
commencing from 19th February 2026
39 HDFC-V-II Repo Rate + Spread 16 Equal Half Yearly instalments of Rs.1,125 Million 30-Dec-24 30-Jun-32 18,000.00 18,000.00
commencing from 30th December 2024
40 HDFC-V-I Repo Rate + Spread 16 Equal Half Yearly instalments of Rs.3,250 Million 30-Dec-24 30-Jun-32 52,000.00 52,000.00
commencing from 30th December 2024
157
158
Next Date of
As at As at
31 March 2023 31 March 2022
Date Loan
41 HDFC-IV Repo Rate + Spread 16 Equal Half Yearly instalments of Rs. 3,125 Million 26-Sep-24 26-Mar-32 50,000.00 50,000.00
commencing from 26th September 2024
42 Punjab National Bank(IV) 3Y G-Sec + Spread 6 Equal yearly instalments of Rs. 1,000 Million commencing 30-Mar-24 30-Mar-30 7,000.00 7,999.85
from 30th March 2024. 7th and final instalment (Residual) of
Rs.1000 Million
43 Punjab National Bank(III) 3Y G-Sec + Spread 6 Equal yearly instalments of Rs. 3,000 Million commencing 17-Feb-24 17-Feb-30 21,000.00 23,999.64
from 17th February 2024. 7th and last instalment (Residual) of
Rs. 3000 Million
44 HDFC-I 3M T-BILL + Spread 13 Equal Half Yearly instalments of Rs. 500 Million each 30-Sep-23 30-Sep-29 6,500.00 7,500.00
commencing from 30 Sept. 2023
45 State Bank of India (III) 3M MCLR + Spread Sanctioned Amount: Rs. 90,000 Million with 20 Equal Half Yearly 03-Jul-23 03-Jul-23 41,757.78 50,756.68
instalments of Rs. 4,500 Million each commencing 3 July 2019
Initial Drawdown: Rs. 80,000 Million
Final Drawdown: Rs. 10,000 Million on 26.12.2019
Balance Instalments: 9 Equal Half Yearly instalments Rs.
4500 Million commencing from 3rd July 2023. 10th Half Yearly
instalment (Residual) of Rs.1,257.78 Million.
46 HDFC-III 3M T-BILL + Spread 14 Equal Half Yearly instalments of Rs. 1,000 Million each 24-Jun-23 24-Dec-29 14,000.00 16,000.00
commencing from 24 June 2023
47 HDFC-II 3M T-BILL + Spread 14 Equal Half Yearly instalments of Rs. 1,000 Million each 04-May-23 04-Nov-29 14,000.00 16,000.00
commencing from 4 May 2023
48 State bank of India (V) 1M MCLR 14 Equal half yearly instalments of Rs. 3,890 Million 15-Apr-23 28-Jan-30 54,430.90 62,210.34
Tranch I & II commencing from 15th April 2023. 14th and last instalment
(Residual) of Rs. 3860.90 Million
49 Punjab National Bank 3Y G-Sec + Spread Total no. of Half Yearly Instalments : 13 17-Aug-23 17-Feb-30 13,928.50 14,990.54
12 Equal Half Yearly instalments of Rs. 1,071.40 Million
commencing from 17th Feb. 2023
13th Half Yearly instalment (Residual) of Rs. 1,071.80 Million
50 J & K BANK* Repo Rate + Spread 20 Equal Half Yearly instalments of Rs. 250 Million each 18-Aug-27 - 5,000.00
commencing from 18 August 2027
51 Axis Bank TL-I** Repo Rate + Spread 19 Equal Half Yearly instalments of Rs.2,000 Million each 28-Feb-26 - 39,999.79
commencing from 28 February 2026 and last instalment
(Residual) of Rs. 1,999.79 Million
Total 13,67,317.18 12,61,444.40
* Prepaid on 29th Dec 2022
** Axis Bank Loan to the extent of Rs. 19,999.79 million was prepaid. The balance Rs.20,000 million was downsold by IOB (S.No- 39).
Secured Rupee Term Loan

Terms of repayment of the Secured Rupee Term Loans from banks and amount outstanding as on various dates is as set out below:-
Date of
As at As at
S.No Description Interest rate Interest Type Terms of Repayment Maturity of
31 March 2023 31 March 2022
Loan
1 State Bank of India Tranch (i) 3.79% Fixed Rate Bullet Repayment 28-Apr-22 - 8,200.00
2 State Bank of India Tranch (ii) 3.99% Fixed Rate Bullet Repayment 28-Apr-22 - 11,800.00
Total - 20,000.00
Secured foreign currency term loan

Foreign Currency Loan are secured by first paripassu charge on the present/ future rolling stock assets/ lease receivables of the Company. Terms of Repayment of the
foreign currency term loan and amount outstanding as on various dates is as set out below:-
Interest Date of
As at As at
S.No Description Interest rate Payment Terms of Repayment Maturity of
31 March 2023 31 March 2022
Frequency Loan
1 SBI USD 2BN-II MAR'21-7 YRS 6M USD LIBOR+1.30% pa Semi Annual Bullet Repayment 24-Mar-28 18,165.40 16,757.40
Total as per IGAAP 18,165.40 16,757.40
Unamortised transaction cost (93.38) (112.13)
Secured Foreign Currency Term Loan as per Ind AS 18,072.02 16,645.27
Secured rupee term loan from Others

Rupee term loan from National Small Saving fund is secured by the first pari passu charge on the present/ future rolling stock assets/ lease receivables of the Company.
Terms of repayment and the amount outstanding as on various dates is as set out below:-
Interest Date of
As at As at
S.No Description Interest rate (p.a.) payment Terms of Repayment Maturity of
31 March 2023 31 March 2022
frequency Loan
1 National Small Saving Fund 8.11% Semi Annual Bullet Repayment 07-Feb-29 75,000.00 75,000.00
(NSSF)-II
2 National Small Saving Fund 8.01% Semi Annual Bullet Repayment 28-Mar-28 1,00,000.00 1,00,000.00
(NSSF)-I
Total 1,75,000.00 1,75,000.00
159
160
Unsecured Rupee Term Loan

Terms of repayment of the Unsecured Rupee Term Loans from banks and amount outstanding as on various dates is as set out below:-
Date of
As at As at
S.No Description Interest rate Interest Type Terms of Repayment Maturity of
31 March 2023 31 March 2022
Loan
1 RBL Bank 6.85% Fixed Rate Bullet Repayment 29-Apr-23 3,000.00 -
2 IndusInd Bank Tranch (iv) 6.75% Fixed Rate Bullet Repayment 26-Apr-23 1,265.00 -
3 Union Bank Tranch (i) 6.88% Fixed Rate Bullet Repayment 26-Apr-23 2,100.00 -
4 IndusInd Bank Tranch (ii) 6.75% Fixed Rate Bullet Repayment 21-Apr-23 1,860.00 -
5 IndusInd Bank Tranch (iii) 6.75% Fixed Rate Bullet Repayment 21-Apr-23 4,510.00 -
6 IndusInd Bank Tranch (i) 6.75% Fixed Rate Bullet Repayment 21-Apr-23 365.00 -
7 Karnataka Bank 3.98% Linked to 3 Month T Bill Bullet Repayment 26-Jun-22 - 7,500.00
8 Union Bank Tranch (i) 4.00% 3M T-Bill Bullet Repayment 26-Jun-22 - 8,699.03
9 IDBI Bank Tranch (ii) 4.00% Fixed Rate Bullet Repayment 05-May-22 - 3,000.00
10 HDFC Bank Tranch (ii) 4.00% Linked to 2M T-Bill Rate with Bullet Repayment 03-May-22 - 2,500.00
bi monthly reset. Benchmark
to be taken on T-1 basis
11 HDFC Bank Tranch (i) 4.00% Linked to 2M T-Bill Rate with Bullet Repayment 02-May-22 - 5,770.00
bi monthly reset. Benchmark
to be taken on T-1 basis
12 IndusInd Bank 4.00% Linked to 1M T-Bill Bullet Repayment 30-Apr-22 - 3,000.00
13 ICICI Bank Ltd Tranch (ii) 4.00% Linked to REPO Rate Bullet Repayment 29-Apr-22 - 1,200.00
14 ICICI Bank Ltd Tranch (i) 4.00% Linked to REPO Rate Bullet Repayment 28-Apr-22 - 5,900.00
15 IDBI Bank Tranch (i) 4.00% Fixed Rate Bullet Repayment 28-Apr-22 - 1,999.99
16 RBL Bank 3.99% Linked to 14 Days MIBOR Bullet Repayment 13-Apr-22 - 4,700.00
17 Union Bank Tranch (iv) 3.79% Linked to 3Month T Bill Bullet Repayment 13-Apr-22 - 1,369.84
18 Union Bank Tranch (iii) 3.79% Linked to 3Month T Bill Bullet Repayment 12-Apr-22 - 12,998.56
19 Union Bank Tranch (ii) 3.79% Linked to 3Month T Bill Bullet Repayment 08-Apr-22 - 429.96
Total 13,100.00 59,067.38
Unsecured rupee term loan from Others

Terms of repayment of the unsecured rupee term loan from others and amount outstanding as on various dates is as set out below:
Interest Next Date of

As at As at
S.No Description Interest rate (p.a.) payment Terms of Repayment Installment Maturity of
31 March 2023 31 March 2022
frequency Date Loan
1 IIFCL I (TRCH III) Base rate of IIFCL + Semi Annual 17 equal semi instalments 30-Sep-27 31-Mar-36 13,800.00 -
Spread commencing from 30th Sep
2027 (766.66 Million) and 18th
& last instalment (Residual) of
Rs. 766.70 Million
2 IIFCL I (TRCH II) Base rate of IIFCL + Semi Annual 17 equal semi instalments 30-Sep-27 31-Mar-36 11,200.00 -
Spread commencing from 30th Sep
2027 (622.22 Million) and 18th
Rs. 622.25 Million

3 IIFCL I (TRCH I) 3M T-Bill + Spread Semi Annual 17 equal semi instalments 30-Sep-27 31-Mar-36 10,000.00 10,000.00
commencing from 30th Sep
2027 (555.55Million) and 18th
Rs. 555.58 Million
Total 35,000.00 10,000.00
161
162
Unsecured foreign currency term loan
Terms of repayment of the unsecured foreign currency loan from banks and amount outstanding as on various dates is as set out below:
Interest Date of
As at As at
S.No Description Interest rate (p.a.) payment Terms of Repayment Maturity of
31 March 2023 31 March 2022
frequency Loan
1 SYND GREEN FCL JPY EQ. USD 700M MAR'22 6M TONA+ Spread Semi Annual Bullet Repayment 24-Mar-32 51,959.69 52,101.02
2 SYND FCL JPY-IV EQ USD 325M MAR'21 3M TONA+ Spread Quarterly Bullet Repayment 31-Mar-31 22,125.39 22,185.57
3 USD 1BN-II FCL MAR'21-10 YRS PS 6M USD LIBOR+ Spread Semi Annual Bullet Repayment 10-Mar-31 82,570.00 76,170.00
4 Syndicated Foreign Currency Loan-JPY 33,189 3M TONA+ Spread Quarterly Bullet Repayment 31-Mar-30 20,743.13 20,799.55
Mio SBI-SMBC (Equivalent to USD 300M)
5 Foreign Currency Loan-USD 300M-SBI 6M USD LIBOR + Spread Semi Annual Bullet Repayment 26-Mar-30 24,771.00 22,851.00
BAHRAIN
6 SYND GREEN FCL JPY EQ. USD 400M MAR'22 6M TONA+ Spread Semi Annual Bullet Repayment 24-Mar-29 29,691.25 29,772.01
7 Syndicated Foreign Currency Loan-JPY 3M TONA+ Spread Quarterly Bullet Repayment 28-Mar-28 16,394.53 16,439.12
26231.25 Mio (Equivalent to USD 250M)
8 SBI USD 2BN-II FCL MAR'21-7 YRS PS 6M USD LIBOR+ Spread Semi Annual Bullet Repayment 24-Mar-28 1,46,974.60 1,35,582.60
9 Syndicated Foreign Currency Loan-JPY 3M TONA+ Spread Quarterly Bullet Repayment 04-Jun-26 20,535.00 20,590.86
32,856 (Equivalent to USD 300M)
10 Loan From AFLAC-2 (Equivalent to JPY 3 Bn) 2.90% Semi Annual Bullet Repayment 30-Mar-26 3,058.15 2,821.11
11 Loan From AFLAC-1 (Equivalent to JPY 12 Bn) 2.85% Semi Annual Bullet Repayment 10-Mar-26 12,046.69 11,112.95
Total as per IGAAP 4,30,869.43 4,10,425.79
Less: Unamortised transaction cost (5,336.31) (6,154.75)
Less: Fair value hedge adjustment- recoverable from Ministry of Railways (5,672.07) (4,011.44)
Unsecured Foreign Currency Term Loan as per Ind AS 4,19,861.05 4,00,259.60

Note 17 : Other Financial Liabilities

As at As at
Particulars
31 March 2023 31 March 2022
Amount payable to Ministry of Railways-Leased Assets 52,080.50 31,350.88
Amount payable to Ministry of Railways -Project Assets 1,08,874.53 57,136.98
Amount payable to Ministry of Railways 1,60,955.03 88,487.86
Interest accrued but not due 95,236.54 1,05,636.33
Liability for matured and unclaimed bonds and interest accrued thereon 107.62 117.62
Liability for unclaimed dividend 11.80 9.96
Security Deposits 1.14 0.19
Total 2,56,312.13 1,94,251.96
Note 18 : Provisions
As at As at
Particulars
31 March 2023 31 March 2022
Provision for employee benefits 24.17 16.99
Provision for corporate social responsibility* 1,023.85 518.72
Total 1,048.02 535.71
Provision on asset as per Reserve Bank of India norms presented as a reduction being
impairment loss allowance from
- Note 7 - Loans 238.28 274.09
- Note 8 - Investments - 0.01
- Note 9 - Other financial assets 61.24 54.51
Total 299.52 328.61
* refer note 49 for Movement in Provison for corporate social responsibility
Note 19 : Deferred Tax Liabilities (net)

As at As at
Particulars
31 March 2023 31 March 2022
Deferred tax liability (net) (Refer accounting policy Note no. 2.7) - -
Less: Adjusted in retained earnings due to change in accounting policy -
(Refer accounting policy note no. 2.7)
Total - -
Note 20 : Other Non-Financial Liabilities

As at As at
Particulars
31 March 2023 31 March 2022
Statutory dues 61.01 3,592.19
GST Payable under RCM* 274.31 -
Tax deducted at source payable-Income Tax 402.01 763.56
Tax deducted at source payable-GST 113.44 380.68
Total 850.77 4,736.43
* On account of Project Infrastructure Asset under Finance Lease Arrangements-EBR IF
163

Note 21: Share Capital

As at As at
Particulars
31 March 2023 31 March 2022
Authorised Share Capital
No. of shares 25,00,00,00,000 25,00,00,00,000
Par value per share (Rs.) 10 10
Amount (in millions) 2,50,000 2,50,000
The authorised share capital of the company was enhanced from Rs. 150,000 millions comprising 15,000 millions share of Rs. 10 each
to Rs. 250,000 millions comprising 25,000 millions share of Rs. 10 each in the annual general meeting held on 30th September 2020.
As at As at
Particulars
31 March 2023 31 March 2022
Issued, Subscribed and Fully Paid-Up
No of Shares 13,06,85,06,000 13,06,85,06,000
Issued during the period - -
Total no of shares 13,06,85,06,000 13,06,85,06,000
Par value per share (Rs.) 10 10
Amount (in millions) 1,30,685.06 1,30,685.06
(i) Reconciliation of the number of shares outstanding is set out below

Particulars Amount Amount
Number of shares Number of shares
(in millions) (in millions)
Shares outstanding at the beginning of the period 13,06,85,06,000 1,30,685.06 13,06,85,06,000 1,30,685.06
Shares issued during the period - - - -
Shares outstanding at the end of the period 13,06,85,06,000 1,30,685.06 13,06,85,06,000 1,30,685.06
(ii) The Company has only one class of equity shares having face value of Rs 10 each and the holder of the equity share is entitled to
one vote per share. The dividend proposed by Board of Directors is subject to approval of the shareholders in the ensuing Annual
General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will
be entitled to receive the remaining assets of the Company in proportion to the number of equity shares held.
(iii) Details of shares held by shareholders holding more than 5% of shares:

Particulars
Number of shares % Holding Number of shares % Holding
The President of India acting through Ministry of 11,28,64,37,000 86.36% 11,28,64,37,000 86.36%
Railways
(iv) Details of shares held by Promoters :

Name of the Promoter
Number of % % Change Number of % % Change
shares Holding During the Year shares Holding During the Year
The President of India acting 11,28,64,37,000 86.36% 0.00% 11,28,64,37,000 86.36% 0.00%
through Ministry of Railways
164

Note 21: Share Capital (Contd..)

(v) The company has not, for a period of 5 years immediately preceding the balance sheet date:
- issued equity share without payment being received in cash.
- issued equity share by way of bonus share.
- bought back any of its share.
(vi) The company has no equity share reserve for issue under options/contracts
(vii) The Company has completed its Initial Public Offering (IPO) of 1,78,20,69,000 equity shares of face value of Rs.10/- each at an
issue price of Rs.26/- per equity share aggregating to Rs. 46,333.79 millions, consisting of fresh issue 1,18,80,46,000 equity
shares aggregating to Rs. 30,889.20 millions and an offer for sale of 59,40,23,000 equity shares aggregating to Rs. 15,444.60
millions by the Government of India. The equity shares of the Company were listed on BSE Limited and National Stock Exchange
of India Limited on 29th January 2020.
The utilisation of IPO proceeds is summarised as below:
Upto the date of Board Meeting approving these

results
Particulars
Amount Raised Utilised Unutilised
Augmenting our equity capital base to meet our future capital 30,118.76 30,118.76 -
requirement arising out of growth in our business
General Corporate Purpose 500.00 500.00 -
Net Proceeds 30,618.76 30,618.76 -
Note 22 : Other Equity

As at As at
Particulars
31 March 2023 31 March 2022
Share issue expenses (365.86) (377.87)
Securities Premium Reserve-Equity 19,008.74 19,008.74
Reserve Fund u/s 45-IC of Reserve Bank of India Act, 1934 45,580.31 32,906.28
General reserve 1,74,032.28 1,74,032.28
Retained earnings 85,656.06 53,641.86
Equity instruments through other comprehensive income 106.58 67.05
Total 3,24,018.11 2,79,278.34
Note 22.1: Share Issue Expenses

As at As at
Particulars
31 March 2023 31 March 2022
Balance at the beginning of the period (377.87) (376.84)
Changes in accounting policy/prior period Errors - -
Restated balance at the beginning of the period (377.87) (376.84)
Addition during the period* 12.01 (1.03)
Closing balance at the end of the period (365.86) (377.87)
*Share issue expenses includes stamp duty fees and listing fees for the amount of Rs. 123.84 millions (As at 31 March 2022: 123.84 Million) and 242.02 millions (As at 31
March 2022: 254.03 millions), respectively.
165

Note 22.2: Securities Premium Reserve-Equity

As at As at
Particulars
31 March 2023 31 March 2022
Balance at the beginning of the period 19,008.74 19,008.74
Restated balance at the beginning of the period 19,008.74 19,008.74
Addition during the period -
Closing balance at the end of the period 19,008.74 19,008.74
Securities Premium Reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purpose such as
issuance of bonus shares, writing off the preliminary expenses in accordance with the provisions of section 52 the Companies Act, 2013.
Note 22.3: Reserve Fund u/s 45-IC of Reserve Bank of India Act, 1934
As at As at
Particulars
31 March 2023 31 March 2022
Addition during the period 12,674.03 12,179.67
*Refer Note 42 (a) (ii)
Note 22.4: General Reserve

As at As at
Particulars
31 March 2023 31 March 2022
Balance at the beginning of the period 1,74,032.28 1,74,032.28
Restated balance at the beginning of the period 1,74,032.28 1,74,032.28
Addition during the period - -
Closing balance at the end of the period 1,74,032.28 1,74,032.28
General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General
reserve is created by a transfer from one component of other equity to another and is not an item of other comprehensive income.
Note 22.5: Retained Earnings
As at As at
Particulars
31 March 2023 31 March 2022
Add: Deferred tax liability due to change in accounting policy - -
( Refer accounting policy note no. 2.7)*
166

Note 22.5: Retained Earnings (Contd..)

As at As at
Particulars
31 March 2023 31 March 2022
Profit for the year 63,376.19 60,903.97
Transfer to Reserve Fund u/s 45-IC of Reserve Bank of India Act, 1934 (12,674.03) (12,179.67)
Final Dividend (8,233.16) -
Interim Dividend (10,454.80) (10,062.75)
Retained earnings represent the amount of accumulated earnings of the Company.
The Board of Directors of the Company have declared that the final Dividend of Rs. 9147.95 Million (31st March 2022: Rs. 8233.16
Million) in the board meeting held on 25th May 2023 subject to approval of shareholders in the forthcoming Annual General Meeting.
Note 22.6: Equity instruments Through Other Comprehensive Income

As at As at
Particulars
31 March 2023 31 March 2022
Balance at the beginning of the period 67.05 77.66
Restated balance at the beginning of the period 67.05 77.66
Total comprehensive income for the period 39.53 (10.61)
Closing balance at the end of the period 106.58 67.05
The change in fair value of equity instrument as at FVTOCI excluding dividends, are recognized in the OCI.
Note 23 : Interest Income

Particulars
31 March 2023 31 March 2022
On financial assets measured at amortised cost :
- Interest on loans 5,860.28 6,392.05
- Interest income from deposits 646.45 144.88
- Interest income from investments 0.02 1.31
- Pre commencement lease - Interest Income 68,904.19 66,373.60
- Interest income on application money 61.91 34.88
Total 75,472.85 72,946.72
Note 24 : Lease Income

Particulars
31 March 2023 31 March 2022
Lease income
Rolling Stock 1,28,529.26 1,18,284.63
Project Assets 34,910.64 11,751.33
Total 1,63,439.90 1,30,035.96
167

Note 25 : Other Income

Particulars
31 March 2023 31 March 2022
Exchange rate variation 0.10 -
Interest Income on security deposit given towards lease 1.18 1.18
Miscellaneous income 406.70 22.15
Total 407.98 23.33
Note 26: Finance Cost

Particulars
31 March 2023 31 March 2022
On financial liabilities measured at amortised cost :
Interest on debt securities 1,41,615.82 1,34,526.82
Interest on borrowings 1,23,127.63 85,640.07
Discount on commercial paper - 324.49
Interest on delayed payments to Ministry of Railways 1,189.97 796.22
Interest Expenses Accrued on Lease Liabilities 9.23 16.48
Other borrowing cost 193.82 168.26
Sub-Total 2,66,136.47 2,21,472.34
Less: Borrowing costs capitalized on Railway Infrastructure Assets 91,664.39 80,724.52
Total 1,74,472.08 1,40,747.82
Note 27: Impairment on Financial Instruments Measured at Amortised Cost

Particulars
31 March 2023 31 March 2022
Loans & Interest accrued thereon (29.09) 4.61
Total (29.09) 4.61
* The Company being a government owned NBFC, hitherto exempt, is subject to provisioning norms vide Reserve Bank of India circular no. RBI/2017-18/181_DNBR (PD)
CC. No. 092/03.10.001/2017-18 dated 31 May 2018. Income Recognition and Asset Classification (IRAC) norms to be complied by 31 March 2019. However RBI had vide
letter no DNRB (PD). CO.No.1271/03.10.001/2018-19 dated 21 December 2018 had exempted the Company from the aforesaid requirements to the extent of its direct
exposure on the sovereign. Therefore the company had not applied impairment requirements to its exposure with MOR. The computation of impairment is as under:

Particulars
31 March 2023 31 March 2022
Loan to IRCON International Limited 6,153.07 12,306.14
Loan to Rail Vikas Nigam Limited 53,416.47 56,216.00
Debt Securities - 2.93
Interest accrued on above 15,310.45 13,626.76
Total 74,879.99 82,151.83
Provision @ 0.4% 299.52 328.61
Less: ECL already created 328.61 324.00
Change in impairment (29.09) 4.61
The Company apart from the above is of the view that no further impairment is required as per expected credit loss model prescribed in
IND AS 109, Financial Instruments as Ircon International Limited and Rail Vikas Nigam Limited, both, are under the Ministry of Railways,
Government of India and the Company do not expect any concern in the repayment of aforesaid loans.
168

Note 28 : Employee Benefit Expense

Particulars
31 March 2023 31 March 2022
Salaries and wages 105.15 84.31
Contribution to provident and others funds 24.87 22.10
Staff welfare expenses 0.97 1.07
Total 130.99 107.48
Note 29: Depreciation, Amortisation and Impairment

Particulars
31 March 2023 31 March 2022
Depreciation on property, plant and equipment 19.75 18.12
Depreciation on ROU Assets 116.99 119.46
Amortisation of intangible assets 3.88 2.67
Total 140.62 140.25
Note 30 : Other Expenses

Particulars
31 March 2023 31 March 2022
Fee & subscription 2.27 2.14
Travelling 7.12 2.55
Rent 2.62 3.94
Printing & stationery 1.64 2.13
Director’s fees, allowances and expenses 1.54 3.73
Transport hire charges 4.83 6.45
Insurance 1.69 5.30
Manpower Services 30.94 28.34
Legal & professional charge 24.03 16.57
Loss on sale of fixed assets 0.17 0.03
Payment to auditors (refer note (i) below) 4.51 3.63
Property tax 1.48 0.28
Office maintenance charges 7.67 6.30
Office equipment maintenance 0.55 4.85
Advertisement & publicity 30.57 25.39
Sponsorship/Donation 0.99 1.63
Newspaper, books and periodicals 0.37 0.28
Electricity charges 2.28 2.11
Business promotion 0.14 -
Exchange rate variation - 0.15
Miscellaneous expenses 19.70 41.88
Corporate social responsibility expenses (Refer note no. 49) 1,096.44 956.58
Total 1,241.55 1,114.26
169


Particulars
31 March 2023 31 March 2022
(i) Payment to the Auditors Comprises net of GST input credit, where applicable)
(a) Annual Audit fees 1.99 1.33
(b) Tax audit fees 0.49 0.38
(c) Quarterly Review fees 1.13 0.87
(d) Internal Audit Fees 0.33 0.24
(e) Internal Financial Control Audit fee -
(f) Certification fees 0.42 0.66
(g) GST Audit Fees 0.15 0.15
Total 4.51 3.63
Note 31: Income Taxes

Particulars
31 March 2023 31 March 2022
Income Taxes Recognised in Profit and Loss
Current Tax
In respect of the current period - -
Adjustments for prior periods - 3.19
- 3.19
Deferred Tax
In respect of the current period - -
- 3.19
Total Income Tax Expense Recognised in the Current Period - 3.19
The Company has decided to exercise the option permitted under section 115BAA of the Income Tax Act, 1961. After exercising the
option of Section 115BAA, the taxable income under the provisions of Income Tax Act, 1961 comes to nil. Further after adoption of
Section 115BAA, the Company is outside the scope and applicability of MAT provisions under Section 115JB of Income Tax Act, 1961.
Hence, no provision for tax has been made in the financial statements.
The income tax expense for the year can be reconciled to the accounting profit as follows:

Particulars
31 March 2023 31 March 2022
Profit before tax 63,370.13 60,901.55
Tax rate 25.168% 25.168%
Tax thereon 15,948.99 15,327.70
Tax impact on account of unabsorbed depreciation as per computation under normal (15,948.99) (15,327.70)
provisions of the Income tax Act, 1961 under the head 'Profit and Gains of Business'
Minimum alternate tax on book profits as per section 115JB(1) of Income Tax Act, 1961 - -
(see note 1 below)
Proportionate minimum alternate tax on accretion to other equity on date of transition - -
to Ind-AS as per Section 115JB (2C) of the Income Tax Act, 1961 (see note 2 below)
Tax on items recognised in other comprehensive income - -
Tax on adjustment for earlier years on finalization of assessments by the assessing - -
authorities
Total tax expense - -
170

Note -1

Particulars
31 March 2023 31 March 2022
Profit for the period as per Ind AS As the Company As the Company
Less: Ind AS adjustments has opted for has opted for
Total (A) section 115BAA of section 115BAA of
Add:- the Income - tax the Income - tax
Expenses u/s 14A of Income Tax Act Act, 1961, the Act, 1961, the
Interest u/s 234 B & C MAT provisions of MAT provisions of
Provision for post retirement employee benefits section 115JB of section 115JB of
Standard asset provision the Income - tax the Income - tax
Total (B) Act, 1961 are no Act, 1961 are no
Total (A+B) longer applicable longer applicable
Less:- to the Company to the Company
Dividend income
Total (C )
Book Profit((A+B)-C)
Tax rate
Tax thereon
Note -2

Particulars
31 March 2023 31 March 2022
Other equity as per Ind AS on date of conversion i.e., 01 April 2018 - -
Adjustment on account of fair value change in the value of investments measured at - -
FVTOCI
Total - -
Other equity as per AS on date of conversion i.e., 01 April 2018 - -
Difference - -
Tax rate - -
Tax thereon - -
Proportionate amount of tax payable during the period ended - -
Income Tax Recognised in Other Comprehensive Income

Particulars
31 March 2023 31 March 2022
Remeasurement of defined benefit obligation - -
Total Income Tax Recognised in Other Comprehensive Income - -
171

Note 32: Earning Per Share

Particulars
31 March 2023 31 March 2022
Net Profit 63,370.13 60,898.36
Weighted average number of equity shares outstanding
Opening balance at the beginning of the period 13,06,85,06,000.00 13,06,85,06,000
Issued during the period - -
Brought back during the period - -
Add: Number of potential equity shares on account of receipt of share application - -
money pending allotment
Weighted average number of equity shares [including diluted equity share] outstanding 13,06,85,06,000.00 13,06,85,06,000
at the end of the period
Earning per share- Basic [Face value of Rs. 10/- per share] 4.85 4.66
Earning per share- Diluted [Face value of Rs. 10/- per share] 4.85 4.66
Note 33: Leases
Hitherto Company had been presenting ‘lease receivables’, being assets under finance lease to Ministry of Railways, Government of
India, under the line item, ‘receivables’ in its Balance sheet since transition to Companies Indian Accounting Standards 2015. While
reviewing the financial statements of previous financial year ended 31st March 2022, the Controller and Audit General of India had
opined that the lease receivable be presented under the sub-line item ‘Leasing’ below the main line item of ‘Loans’. The Company
sought an opinion from the Expert Advisory Committee of the Institute of Chartered Accountants of India which as per its opinion
has agreed with the suggestion of the Controller and Audit General of India. Accordingly, the said item has been reclassified in these
financial statements.
Receivables (Note No. 6) include lease receivables representing the present value of future Lease Rentals receivables on the finance
lease transactions entered into by the Company.
The lease agreement in respect of these assets is executed at the year-end based on the lease rentals and Implicit rate of return (IRR)
with reference to average cost of annual incremental borrowings plus margin decided at that time. Any variation in the lease rental rate
or the implicit rate of return for the year is accordingly adjusted at the year end.
Reconciliation of the lease receivable amount on the gross value of leased assets worth Rs. 36,09,576.41 millions (31 March
2022 :Rs.30,12,491.02 millions) owned by the Company and leased to the Ministry of Railways(MoR) is as under:
As at As at
Particulars
31 March 2023 31 March 2022
Gross value of assets leased upto the end of previous financial year 30,12,491.02 25,23,718.69
Less: Capital recovery provided upto last Year (10,05,566.03) (8,68,028.78)
Capital recovery outstanding on leased assets as at the end of last year 20,06,924.99 16,55,689.91
Add: Gross value of assets leased during the period 5,97,085.39 4,88,772.33
26,04,010.38 21,44,462.24
Less: Capital recovery for the period (1,62,540.33) (1,37,537.25)
Net investment in Lease Receivables 24,41,470.06 20,06,924.99
172

The value of contractual maturity of leases as per Ind AS–116 is as under:-
As at As at
Particulars
31 March 2023 31 March 2022
Gross investment in lease 36,53,012.07 26,05,820.09
Unearned finance income 12,11,542.01 5,98,895.10
Present value of minimum lease payment (MLP) 24,41,470.06 20,06,924.99
Gross investment in lease and present value of minimum lease payments (MLP) for each of the periods are as under:
Gross investment in lease
As at As at
Particulars
31 March 2023 31 March 2022
Not later than one year 3,46,759.16 2,75,632.55
Later than one year and not later than two years 3,48,582.54 2,68,447.25
Later than two year and not later than three years 3,38,426.39 2,58,315.35
Later than three year and not later than four years 3,25,007.82 2,48,160.40
Later than four year and not later than five years 3,08,329.48 2,34,742.18
Later than five years 19,85,906.67 13,20,522.36
Total 36,53,012.07 26,05,820.09
Present value of MLP
As at As at
Particulars
31 March 2023 31 March 2022
Not later than one year 1,78,505.12 1,53,821.41
Later than one year and not later than two years 1,87,180.97 1,59,421.18
Later than two year and not later than three years 1,91,461.92 1,62,564.46
Later than three year and not later than four years 1,93,191.85 1,64,698.78
Later than four year and not later than five years 1,91,597.14 1,64,347.57
Later than five years 14,99,533.07 12,02,071.59
Total 24,41,470.06 20,06,924.99
Unearned Finance Income & Unguaranteed Residual Income
As at As at
Particulars
31 March 2023 31 March 2022
Unearned finance income 12,11,542.01 5,98,895.10
Unguaranteed residual income NIL NIL
The Company has leased rolling stock assets to the Ministry of Railways (MOR). Besides, the Company has funded Railway projects
during the year 2011-12, in respect of which the lease had commenced during the year 2015-16. A separate lease agreement for each
year of lease has been executed and as per the terms of the lease agreements, lease rentals are received half yearly in advance. The
leases are non-cancellable and shall remain in force until all amounts due under the lease agreements are received.
173

Further, the company has executed lease agreemnts for following railway projects :
Year of
Year of Execution
Particulars
Disbursment of Lease
Agreement
EBR_IF 2015-16 2015-16 2021-22
EBR_IF 2016-17 2016-17 2021-22
NP 2018-19 2018-19 2022-23
NP 2019-20 2019-20 2022-23
Also, the execution of Lease Agreement for EBR IF 2017-18 is under process and the lease recievables have been recognised with
effect from 24th March 2023.
Note 33.1
Company as a Lessee
The Company has lease contracts for office premises. The Company has recognised Right of Use Asset and Lease Liability for all the
leases. Refer to Note 2.14 significant accounting policy on leases.
The escalation clause includes escalations generally ranging from 7% to 10%. Lease term includes the renewal term wherever the lessee
has the option to renew the lease as it is reasonably certain for the lessee to exercise the option. However, the Company is not reasonably
certain to exercise the termination option after the expiry of lock in period. There are no restrictions imposed by lease arrangements.
Set out below are the carrying amounts of right of use assets recognised during and movement during the year
As at As at
Office Premises
31 March 2023 31 March 2022
Closing Net Carrying Balance 52.76 224.25
Movement during the period
Opening Net Carrying Value 224.25 343.71
Additions - -
Deletions - -
Depreciation 116.99 119.46
Impairment/Adjustment 54.50 -
Set out below are the carrying amounts of lease liabilities and movement during the year.
As at As at
Particulars
31 March 2023 31 March 2022
Movement during the period
Opening Net Carrying Value 233.52 345.88
Additions - -
Deletions 54.50 -
Accretion of Interest 9.23 16.48
Payments 131.86 128.84
174

Cash Flows
As at As at
Particulars
31 March 2023 31 March 2022
Total Cash Outflow of Lease 131.86 128.84
Amount Recognised in statement of Profit & Loss
As at As at
Particulars
31 March 2023 31 March 2022
Depreciation Expenses
Depreciation 116.99 119.46
Finance Cost
Interest Expenses on lease liabilities 9.23 16.48
Current and non-current lease liabilities
As at As at
Particulars
31 March 2023 31 March 2022
Current 37.69 122.05
Non Current 18.70 111.47
56.39 233.52
Maturity Profile of Company's future lease liabilities based on contractual undiscounted payments
As at As at
Particulars
31 March 2023 31 March 2022
Less than 12 Months 39.19 131.85
1 to 3 Years 6.47 98.68
3 to 5 years 7.82 7.11
> 5 years 8.40 12.50
61.89 250.14
Note 34: Contingent liabilities and Commitments
Contingent liabilities
a.
As at As at
Particulars
31 March 2023 31 March 2022
Claims against the Company not acknowledged as debt – Claims by bondholders in 0.23 4.22
the consumer / civil courts
b. Claims against the Company not acknowledge as debt – relating to service matter pending in Court - amount not ascertainable.
c. The procurement/acquisition of assets leased out by the Company to the Indian Railways is done by Ministry of Railways (MOR),
Government of India. As per the lease agreements entered into between the Company and MOR, the Sales Tax/ VAT liability, if
any, on procurement/acquisition and leasing is recoverable from MOR. Since, there is no sales tax/ VAT demand and the amount
is unascertainable, no provision is considered necessary.
175

d. Director-General of GST Intelligence (DGGI), Chennai Zonal unit has served a show cause notice dated 16-4-2019 on the company
alleging contravention of the provision of sec 67,68 and 70 of the Finance Act, 1994 by the company and as to why service tax
of Rs26,537.65 million along with interest and penalty be not demanded from the company. The company has submitted reply
against the Show Cause notice stating that there is no contravention of the provision of any of the above-stated section of the
Finance Act, 1994. Against the reply given by the company, vide letter dt 21-10-20, Commissioner, CGST, Delhi East, seeking
comments given by the DGGI, Chennai Zonal unit and the company filed the counter comments to the department and the
company is not liable to pay the tax. However, if any liability arises that would be recoverable from the Ministry of Railways,
Government of India.
e. The disputed demand of tax including interest thereon for the AY 2015-16 was Rs. 9.48 million. Against the said demand, the
company has filed a rectification application u/s 154. Based on the decisions of the Appellate Authority in similar matters and the
interpretation of relevant provisions, the Company is confident that the demands will be either deleted or substantially reduced,
and accordingly, no provision is considered necessary. However, the said demand of Rs.9.48 million has been adjusted by the
department, out of the refund to IRFC for the AY 2016-17.
f. During the Financial year 2021-22, an intimation u/s 143(1) for AY 2019-20 was received from the CPC. In the said
intimation, TDS credit has been short-granted by Rs. 1502.46 million despite it appearing in Form 26AS. Further
Book Profit has been increased by Rs. 1462.42 million without any reason and additional tax and interest thereon
has been raised. The demand of Rs. 2043.26 million has been adjusted against the refund claimed for AY 2020-21.
Against the said demand issued by the CPC u/s 143 (1), an appeal was filed at CIT (A) on 28-1-2022, who has considered TDS
credit which was short granted and also made an addition of Rs. 6135.12 million on account of income tax paid (the company
has already added provision for tax in the computation of taxable income) and Rs. 154790.38 million on account of General
reserves, etc, in book profit, against which the company has filed an appeal before the Honorable Income Tax Appellate Tribunal
(ITAT) on 17-4-23 for the total addition of Rs. 162387.93 million. Pending disposal of the appeal, management is of the view that
no provision is required.
g. Show cause notice (SCN) in Form GST DRC 01 was received from the office of the Assistant Commissioner, GST, Chennai on 28-
3-23 for a demand of Rs. 2222.68 million related to ITC available in GSTR2A but not claimed (lapsed), ITC against RCM invoices
paid and availed during the year FY 21-22, etc., along with interest and penalty thereon. Against the said SCN, the company had
filed an online reply on 27-4-23 stating that ITC claimed as per GST rules and there is no interest and penalty applicable for the
said transaction. Further, a personal hearing is scheduled by the authorities on 26-5-23 to explain the response submitted in this
regard. Considering the personal hearing scheduled for said SCN and also sufficient ITC available in the Electronic Credit Ledger,
management is of the view that no provision is required.
Note 35: Expenditure in Foreign Currency

As at As at
Particulars
31 March 2023 31 March 2022
a) Interest/Swap Cost on foreign currency borrowings 20,737.82 13,549.76
b) Processing agent/ fiscal Agent/ admin fees 14.12 10.32
c) Underwriting/ arranger fees - -
d) International credit rating agencies fees 29.60 36.09
e) Others 15.98 31.50
Total 20,797.52 13,627.67
176

Note 36: Segment reporting
The Company has identified "Leasing and Finance"as its sole reporting segment. Thus, there is no inter-segment revenue and the
entire revenue is presented in the statement of profit and loss is derived from external customers all of whom are domiciled in India,
the Company's country of domicile.
All non-current assets other than financial instruments are also located in India.
The Company derives more than 10% of its revenue from a single customer (ie. Ministry of Railways , Government of India (MOR) and
entities under the control of MOR). The break up of the revenue is an under:
As at As at
Particulars
31 March 2023 31 March 2022
Revenue from MOR & entities under the control of MOR
- Lease Income 1,63,439.90 1,30,035.96
- Interest Income 5,860.28 6,392.05
- Pre Commencement lease interest income 68,904.19 66,373.60
Total 2,38,204.37 2,02,801.61
Note 37: Employee benefits
37.1
As at As at
Particulars
31 March 2023 31 March 2022
Contribution to provident fund and National Pension Fund 14.30 11.36
Contribution to gratuity 0.58 0.63
Contribution to leave encashment 3.85 2.33
Contribution to post retirement medical and pension 2.16 2.05
Contribution to family benefit scheme 0.84 1.08
37.2 The Company operates a funded gratuity benefit plan.
A) Actuarial Assumptions
As at As at
Particulars
31 March 2023 31 March 2022
Economic Assumptions
Discount rate 7.4% p.a 6.9% p.a.
Salary escalation 6.00% p.a 6.00% p.a
Demographic Assumptions
Retirement age 60 60
Attrition rate 0.00% 0.00%
Mortality table used 100% of IALM 100% of IALM
(2012-14) (2012-14)
Notes:
1. The discount rate is based on the prevailing market yield of India Government securities as at the balance sheet date for the
estimated term of obligations.
177

2. The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and
other relevant factors such as supply and in the employment market.
3. The expected return is based on the expectation of the average long term rate of return expected on investments of the fund
during the estimated term of the obligations.
B) Movements in present value of the defined benefit obligation
As at As at
Particulars
31 March 2023 31 March 2022
Present value of obligation as at the beginning of the year 15.49 13.25
Acquisition adjustment out - 2.06
Interest cost 1.06 0.86
Past service cost - -
Current service cost 1.42 1.32
Benefit paid (2.21) (0.39)
Components of actuarial gain/losses on obligations:
Actuarial (gain)/loss on obligations due to change in financial assumptions (0.48) (0.40)
Actuarial (gain)/loss on obligations- due to experience (2.02) (1.22)
Actuarial (gain)/loss on obligations- demographic changes - -
Liability at the end of the year 13.27 15.49
C) Movements in the fair value of plan assets
As at As at
Particulars
31 March 2023 31 March 2022
Fair value of plan assets at the beginning of the year 26.94 23.25
Contribution from the employer - 2.06
Interest income 1.90 1.56
Return on plan assets excluding amounts included in interest income 0.06 0.07
Benefits paid - -
Reimbursement paid by the insurer - -
Actuarial gain/(loss) for the year on asset - -
Fair value of the plan assets for the period ending 28.90 26.94
D) Amount recognised in the Balance Sheet

As at As at
Particulars
31 March 2023 31 March 2022
Present value of funded obligation at the end of the year 13.27 15.49
Fair value of plan assets at the end of the year (28.90) (26.94)
Net liability/ (assets) recognised in the Balance Sheet (15.63) (11.45)
E) Expenses recognised in the Statement of Profit & Loss during the year
As at As at
Particulars
31 March 2023 31 March 2022
Current Survice cost 1.42 1.32
Past Survice cost - -
Net Interest cost (Income) (0.84) (0.70)
Expected return on Plan Assets - -
Expense recognised in the Statement of Profit & Loss 0.59 0.63
178

F) Expenses recognised in Other Comprehensive Income during the year:
As at As at
Particulars
31 March 2023 31 March 2022
Net cumulative unrecognised actuarial gain/(loss) opening
Actuarial (gain) / loss for the year on PBO (2.50) (1.62)
Actuarial (gain) / loss for the year on Asset (0.06) (0.07)
Unrecognised actuarial (gain) / loss for the year end (2.56) (1.69)
G) Composition of the plan assets:
As at As at
Particulars
31 March 2023 31 March 2022
Policy of insurance 100.00% 100.00%
H) Change in Net benefit obligations
As at As at
Particulars
31 March 2023 31 March 2022
Net defined benefit liability at the start of the year (11.45) (10.00)
Acquisition adjustment - 2.06
Total service cost 0.59 0.63
Net interest cost (income) -
Re-measurements (2.56) (1.69)
Reimbursement paid by the insurer
Contribution to the plan assets - (2.06)
Benefit paid directly by the enterprise (2.21) (0.39)
Net defined benefit liability/ (assets) for the period ending (15.64) (11.45)
I) Bifurcation of PBO at the end of year as current and non current:
As at As at
Particulars
31 March 2023 31 March 2022
Current liability (Amount due within one year) (1.38) (1.41)
Non-Current liability (Amount due over one year) (14.26) (10.04)
Total PBO at the end of year (15.64) (11.45)
J) Bifurcation of defined benefit obligation
As at As at
Particulars
31 March 2023 31 March 2022
Vested 11.73 14.72
Non- Vested 1.54 0.77
13.27 15.49
179

K) Sensitivity analysis of the defined benefit obligation
Below is the sensitivity analysis determined for significant actuarial assumptions for the determination of defined benefit obligations
and based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period while
holding all other assumptions constant.
As at As at
Particulars
31 March 2023 31 March 2022
a) Impact of the change in discount rate
- Impact due to increase of 0.50 % 12.82 14.95
- Impact due to decrease of 0.50 % 13.75 16.07
b) Impact of the change in salary increase
Sensitivities due to mortality and withdrawals are not material and hence impact of change not calculated.
Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & life
expectancy are not applicable being a lump sum benefit on retirement.
L) The employer ’s best estimate of contribution expected to be paid during the next year:
As at As at
Particulars
31 March 2023 31 March 2022
Expected contribution of the next year 1.38 1.41
M) These plans typically expose the Company to Actuarial Risks such as Investment Risk, Liquidity Risk, Market Risk and Legislative Risk.
Actuarial Risk It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:
Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation
will result into an increase in Obligation at a rate that is higher than expected.
Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption
than the Gratuity Benefits will be paid earlier than expected. Since there is no condition of vesting on the
death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative
values of the assumed salary growth and discount rate.
Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate
assumption than the Gratuity Benefits will be paid earlier than expected. The impact of this will depend
on whether the benefits are vested as at the resignation date.
Investment Risk For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer
may not be the fair value of instruments backing the liability. In such cases, the present value of the assets
is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded
status if there are significant changes in the discount rate during the inter-valuation period.
Liquidity Risk Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of
benefits. If some of such employees resign/retire from the company there can be strain on the cash flows.
180

Market Risk Market risk is a collective term for risks that are related to the changes and fluctuations of the financial
markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects
the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation
of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government
bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.
Legislative Risk Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change
in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring
the companies to pay higher benefits to the employees. This will directly affect the present value of the
Defined Benefit Obligation and the same will have to be recognized immediately in the year when any
such amendment is effective.
37.3 The Company operates a funded leave benefit plan.
As at As at
Particulars
31 March 2023 31 March 2022
Discount rate 7.4% p.a 6.90% p.a
Retirement age 60 Years 60 Years
Attrition rate 0.00% p.a. 0.00% p.a.
(2012-14) (2012-14)
Leave Availment and Encashment Rate
Leave Availment Rate 10% p.a. 10% p.a.
Encashment in service 0.00% p.a. 0.00% p.a.
As at As at
Particulars
31 March 2023 31 March 2022
Acquisition adjustment out - 0.93
Benefit paid (3.79) (2.79)
Actuarial (gain)/loss on obligations- due to change in financial assumptions (0.43) (0.32)
Actuarial (gain)/loss on obligations- due to experience adjustments 1.01 0.88
Actuarial (gain)/loss on obligations- due to change in demographic assumption - -
181

As at As at
Particulars
31 March 2023 31 March 2022
Fair value of plan assets at the beginning of the year 17.01 15.06
Contribution by employer - 0.93
Interest income 1.39 1.21
Return on plan assets excluding amounts included in interest income (0.25) (0.18)
Benefits paid - -
Fair value of the plan assets at the end of the year 18.15 17.02
As at As at
Particulars
31 March 2023 31 March 2022
Fair value of plan assets at the end of the year 18.15 17.02
Net liability recognised in the Balance Sheet - (0.05)
E) Expenses recognised in the Statement of Profit and Loss during the year:
As at As at
Particulars
31 March 2023 31 March 2022
Net interest cost (Income) (0.22) (0.25)
Net value of re measurements on the obligation and planned assets 0.83 0.74
Expense recognised in the Statement of Profit and Loss 3.85 3.07
F) Components of actuarial gain/loss on obligation
As at As at
Particulars
31 March 2023 31 March 2022
Due to change in financial assumptions (0.43) (0.32)
Due to change in demographic assumption - -
Due to experience adjustments 1.01 0.88
Return on plan assets excluding amounts included in interest income 0.25 0.18
Unrecognised actuarial (gain) / loss for the year end 0.83 0.74
As at As at
Particulars
31 March 2023 31 March 2022
Policy of insurance 100% 100%
182

As at As at
Particulars
31 March 2023 31 March 2022
Net defined benefit liability at the start of the year (0.06) (0.34)
Acquisition adjustment - 0.93
Net interest cost (Income) (0.22) (0.25)
Re-measurements 0.83 0.74
Contribution paid to the fund - (0.93)
Benefit paid directly by the enterprise (3.79) (2.79)
Net defined benefit liability at the end of the year (0.01) (0.06)
As at As at
Particulars
31 March 2023 31 March 2022
Current liability (Amount due within one year) (0.01) (0.06)
Non-Current liability (Amount due over one year) - -
Total PBO at the end of year (0.01) (0.06)
As at As at
Particulars
31 March 2023 31 March 2022
183

L) These plans typically expose the Company to actuarial risks such as Investment Risk, Liquidity Risk and Market Risk
will result into an increase in Obligation at a rate that is higher than expected. Variability in mortality rates:
If actual mortality rates are higher than assumed mortality rate assumption than the leave benefit will be
paid earlier than expected. The acceleration of cash flow will lead to an actuarial loss or gain depending
on the relative values of the assumed salary growth and discount rate.
assumption than the leave benefit will be paid earlier than expected. The impact of this will depend on the
relative values of the assumed salary growth and discount rate.
Variability in Availment rates: If actual Availment rates are higher than assumed Availment rate
assumption then leave balances will be utilised earlier than expected. This will result in reduction in leave
balances and Obligation.
is independent of the future discount rate. This can result in wide fluctuations in the net liability or the
funded status if there are significant changes in the discount rate during the inter-valuation period.
37.4 The Company operates a Family Benefit Scheme Plan.
As at As at
Particulars
31 March 2023 31 March 2022
Discount rate 7.5% p.a 6.90% p.a
(2012-14) (2012-14)
184

As at As at
Particulars
31 March 2023 31 March 2022
Acquisition adjustment out - -
Benefit paid - -
Actuarial (gain)/loss on obligations- due to experience adjustments (0.84) (0.31)
As at As at
Particulars
31 March 2023 31 March 2022
Fair value of plan assets at the beginning of the year - -
Contribution by employer - -
Interest income - -
Return on plan assets excluding amounts included in interest income - -
Benefits paid - -
Fair value of the plan assets at the end of the year - -
As at As at
Particulars
31 March 2023 31 March 2022
Fair value of plan assets at the end of the year - -
Net liability recognised in the Balance Sheet 4.31 4.56
As at As at
Particulars
31 March 2023 31 March 2022
Net interest cost (Income) 0.28 0.23
Net value of re measurements on the obligation and planned assets - -
185

As at As at
Particulars
31 March 2023 31 March 2022
Due to experience adjustments (0.84) (0.31)
As at As at
Particulars
31 March 2023 31 March 2022
As at As at
Particulars
31 March 2023 31 March 2022
Net defined benefit liability at the start of the year 4.56 3.94
Acquisition adjustment - -
Net interest cost (Income) - -
Contribution paid to the fund - -
Benefit paid directly by the enterprise - -
Net defined benefit liability at the end of the year 4.30 4.56
As at As at
Particulars
31 March 2023 31 March 2022
Current liability (Amount due within one year) 0.95 0.94
Non-Current liability (Amount due over one year) 3.35 3.61
Total PBO at the end of year 4.30 4.55
186

As at As at
Particulars
31 March 2023 31 March 2022
c) Impact of the change in withdrawal rate
L) These plans typically expose the Company to actuarial risks such as Investment Risk, Liquidity Risk and Market Risk.
than the Employees' Family Benefit Scheme will be paid earlier than expected. Since there is no condition
of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending
assumption than the Employees' Family Benefit Scheme will be paid earlier than expected. The impact of
this will depend on whether the benefits are vested as at the resignation date.
Legislative Risk Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the
legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to
pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation
and the same will have to be recognized immediately in the year when any such amendment is effective.
187

37.5 The Company operates a Post Medical Retirement Benefits
As at As at
Particulars
31 March 2023 31 March 2022
Discount rate 7.40% p.a 7.30% p.a.
Medical Inflation Rate 7.40% p.a. 7.30% p.a.
(2012-14) (2012-14)

As at As at
Particulars
31 March 2023 31 March 2022
Acquisition adjustment out - -
Benefit paid - -
Actuarial (gain)/loss on obligations- due to experience adjustments (2.15) (1.69)

As at As at
Particulars
31 March 2023 31 March 2022
Fair value of plan assets at the beginning of the year - -
Contribution by employer - -
Interest income - -
Benefits paid - -
Fair value of the plan assets at the end of the year - -
188

As at As at
Particulars
31 March 2023 31 March 2022
Fair value of plan assets at the end of the year - -
Net liability recognised in the Balance Sheet 12.18 12.43
As at As at
Particulars
31 March 2023 31 March 2022
Net interest cost (Income) 0.91 0.95
Net value of re measurements on the obligation and planned assets - -
As at As at
Particulars
31 March 2023 31 March 2022
Due to experience adjustments (2.15) (1.69)
As at As at
Particulars
31 March 2023 31 March 2022
As at As at
Particulars
31 March 2023 31 March 2022
Net defined benefit liability at the start of the year 12.43 14.58
Acquisition adjustment - -
Net interest cost (Income) - -
Contribution paid to the fund - -
Benefit paid directly by the enterprise - -
Net defined benefit liability at the end of the year 12.18 12.43
189

As at As at
Particulars
31 March 2023 31 March 2022
Current liability (Amount due within one year) - -
Non-Current liability (Amount due over one year) 12.18 12.43
Total PBO at the end of year 12.18 12.43
As at As at
Particulars
31 March 2023 31 March 2022
b) Impact of the Change Medical inflation rate
c) Impact of the change in Mortality rate
L) These plans typically expose the Company to actuarial risks such as Investment Risk, Liquidity Risk and Market Risk.
than the Employees' Family Benefit Scheme will be paid earlier than expected. Since there is no condition
of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending
assumption than the Employees' Family Benefit Scheme will be paid earlier than expected. The impact of
this will depend on whether the benefits are vested as at the resignation date.
190

Legislative Risk Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the
legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to
pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation
and the same will have to be recognized immediately in the year when any such amendment is effective.
Note 38: Financial Instruments
38.1: Capital management
The Company manages its capital to ensure that the Company will be able to continue as going concern while maximizing the return to
shareholders and also complying with the ratios stipulated in the loan agreements through the optimization of the debt and equity balance.
The capital structure of the Company consists of net debt (Debt Securities & Borrowings as detailed in Note 15 & 16 offset by cash
and bank balances as detailed in Note 3 ) and total equity of the Company.
38.1.1 Gearing ratio
The gearing ratio at the end of the reporting period was as follows:
As at As at
Particulars
31 March 2023 31 March 2022
Debt (See note 'i' below) 41,89,292.58 38,84,166.18
Cash and cash equivalents 2,060.28 1,464.92
Net debt 41,87,232.30 38,82,701.26
Total equity 4,54,703.17 4,09,963.40
Net debt to equity ratio (in times) 9.21 9.47
38.1.2 Net Worth
As at As at
Particulars
31 March 2023 31 March 2022
Total Assets 49,11,467.48 44,99,802.24
Net Worth 4,54,703.17 4,09,963.40
38.1.3 Debt Equity Ratio
As at As at
Particulars
31 March 2023 31 March 2022
Debt 41,89,292.58 38,84,166.18
Equity 4,54,703.17 4,09,963.40
9.21 9.47
191

Note:
i) Debt computed as under:
As at As at
Particulars
31 March 2023 31 March 2022
Debt Securities (Note 15) 21,60,942.33 19,41,749.53
Borrowing(other than debt securities) (Note 16) 20,28,350.25 19,42,416.65
Total Debt 41,89,292.58 38,84,166.18
38.2 Financial Instruments - Accounting classification and fair value measurement
38.2.1 Categories of financial instruments
As at As at
Particulars
31 March 2023 31 March 2022
Financial assets
Measured at amortised cost
Cash and cash equivalents 2,060.28 1,464.92
Bank balance other than above 3,356.31 1,568.84
Investments ( Pass through certificates) - 2.92
Loans 59,331.26 20,06,924.99
Other financial assets 22,52,726.74 22,47,779.18
Receivables (Lease Receivables) 24,41,470.06 68,248.05
Measured at fair value through Profit and Loss
Derivative financial instruments 4,952.33 2,023.25
Measured at fair value through Other Comprehensive Income
Investments (IRCON) 136.64 97.11
Financial liabilities
Payables
(I) Trade payables
(i) total outstanding dues of micro enterprises and small enterprises - -
(ii) total outstanding dues of creditors other than micro enterprises and small - -
enterprises
(II) Other payables
(i) total outstanding dues of micro enterprises and small enterprises 9.80 10.02
(ii) total outstanding dues of creditors other than micro enterprises and small 121.81 235.69
enterprises
Debt securities 21,60,942.33 19,41,749.53
Borrowings (Other than debt securities) 20,28,350.25 19,42,416.65
Other financial liabilities (Interest accrued but not due, amount payable to MoR etc.) 2,56,312.13 1,94,251.96
Measured at fair value through Profit and Loss
192

38.2.2: Fair value measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or
most advantageous) market at the measurement date under current market conditions, regardless of whether that price is directly
observable or estimated using a valuation technique.
In order to show how fair value have been derived, financial instruments are classified based on hierarchy of valuation techniques as
explained below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices
in markets that are not active) or indirectly (i.e. quoted prices for similar assets or liabilities);
Level 3: Inputs for the asset or liability that are not based on observable market data.
Set below is a comparison, by class, of the carrying amounts and fair value of the financial instruments. This table does not include the
fair value of non-financial assets and non-financial liabilities.
The following table presents the comparison of carrying value of financial instruments vis-à-vis their carrying amount as at
31st March 2023
Carrying Fair Value measurement at end of the

Particular Value As at reporting year Total
31 March 2023 Level 1 Level 2 Level 3
Financial assets
Cash and cash equivalents 2,060.28 2,060.28 - - 2,060.28
Bank balance other than above 3,356.31 3,356.31 - - 3,356.31
Investments ( Pass through certificates) - - - - -
Loans 59,331.26 - - 59,331.26 59,331.26
Other financial assets 22,52,726.74 - - 22,52,726.74 22,52,726.74
Receivables (Lease Receivables) 24,41,470.06 - - 24,41,470.06 24,41,470.06
Measured at fair value through Profit
and Loss
Derivative financial instruments 4,952.33 4,952.33 - - 4,952.33
Measured at fair value through Other
Comprehensive Income
Investments (IRCON) 136.64 136.64 - - 136.64
Payables
(I) Trade payables
(i) total outstanding dues of micro - - - - -
enterprises and small enterprises
(ii) total outstanding dues of creditors - - - - -
other than micro enterprises and
small enterprises
193


(II) Other payables
(i) total outstanding dues of micro 9.80 - - 9.80 9.80
(ii) total outstanding dues of creditors 121.81 - - 121.81 121.81
small enterprises
Debt securities 21,60,942.33 - - 21,60,942.33 21,60,942.33
Borrowings (Other than debt securities) 20,28,350.25 - - 20,28,350.25 20,28,350.25
Lease Liabilities 56.39 - - 56.39 56.39
Other financial liabilities (Interest accrued 2,56,312.13 - - 2,56,312.13 256312.13
but not due, amount payable to MoR etc.)

and Loss
Derivative financial instruments 9,072.81 9,072.81 - - 9072.81
The following table presents the comparison of carrying value of financial instruments vis-à-vis their carrying amount as at
31st March 2022

Financial assets
Cash and cash equivalents 1,464.92 1,464.92 - - 1,464.92
Bank balance other than above 1,568.84 1,568.84 - - 1,568.84
Investments ( Pass through certificates) 2.92 - - 2.92 2.92
Loans 68,248.05 - - 68,248.05 68,248.05
Other financial assets 22,47,779.18 - - 22,47,779.18 22,47,779.18
Receivables (Lease Receivables) 20,06,924.99 - - 20,06,924.99 20,06,924.99
and Loss
Measured at fair value through Other
Comprehensive Income
Investments (IRCON) 97.11 97.11 - - 97.11
Payables
(I) Trade payables
(i) total outstanding dues of micro - - - - -
194


(ii) total outstanding dues of creditors - - - - -
small enterprises
(II) Other payables -
(i) total outstanding dues of micro 10.02 - - 10.02 10.02
(ii) total outstanding dues of creditors 235.69 - - 235.69 235.69
small enterprises
Debt securities 19,41,749.53 - - 19,41,749.53 19,41,749.53
Borrowings (Other than debt securities) 19,42,416.65 - - 19,42,416.65 19,42,416.65
Lease Liabilities 233.52 - - 233.52 233.52
Other financial liabilities (Interest accrued 1,94,251.96 - - 1,94,251.96 1,94,251.96
but not due, amount payable to MoR etc.)
Measured at fair value through Profit -
and Loss
Valuation technique used to determine fair value
For financial assets and financial liabilities that have a short term maturity (less than twelve months), the carrying amount which are net
of impairment, are a reasonable approximation of their fair value. Such instruments include: cash and cash equivalents, balance other
than cash and cash equivalents, trade payables, short term loans and borrowings.
The fair value of Investment in IRCON International Limited is measured as per the quoted on National Stock Exchange (Level 1 Input)
as on 31 March 2023 and 31 March 2022.
Dividend received
For the Year ended For the Year ended

Particulars
31 March 2023 31 March 2022
Dividend received (IRCON International Limited) 5.55 9.96
Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required).
The directors consider that the carrying amounts of financial assets and financial liabilities recognised in the financial statements
approximate their fair values.
38.3 Financial risk management
The Company's activities expose it to a variety of financial risks which includes market risk (including currency risk, interest rate risk
and other price risk), credit risk and liquidity risk.
The Company's focus is to ensure liquidity which is sufficient to meet the Company's operational requirements. The Company monitors
and manages key financial risks so as to minimise potential adverse effects on its financial Performance. The Company has a risk
management policy which covers the risks associated with the financial assets and liabilities. The details for managing each of these
risks are summarised ahead.
195

38.4: Market risk

Market risk is the risk that the expected cash flows or fair value of a financial instrument could change owing to changes in market prices.
The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.
Company use derivative instruments to manage market risk against the volatility in foreign exchange rates and interest rates in order
to minimize their impact on its results and financial position. Company policy is not to utilize any derivative financial instruments for
trading or speculative purposes.
38.5: Foreign currency risk management
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise.
The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of the
reporting period are as follows.
Liabilities Assets
Particulars As at As at As at As at
31 March 2023 31 March 2022 31 March 2023 31 March 2022
Secured foreign currency term loan 18,072.02 16,645.27 - -
Unsecured bonds from overseas capital market 2,68,649.82 2,47,258.14 - -
Unsecured foreign currency term loans 4,19,861.05 4,00,259.60 - -
Total 7,06,582.89 6,64,163.01 - -
Foreign currency sensitivity analysis
The following table details the company's sensitivity to a 10% increase and decrease in the INR against the relevant outstanding foreign
currency denominated monetary items. 10% sensitivity indicates management's assessment of the reasonable possible change in
foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts
their translation at the period end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit or
equity where Rupee appreciates 10% against the relevant currency. A negative number below indicates a decrease in profit or equity
where the Rupee depreciates 10% against the relevant currency.

Particulars INR strengthens INR weakening INR strengthens INR weakening
by 10% by 10% by 10% by 10%
Profit or (loss) 70,658.29 (70,658.29) 66,416.30 (66,416.30)
In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the
end of the reporting period does not reflect the exposure during the year.
38.6: Interest rate risk management
The Company is exposed to interest rate risk because it borrows funds at both fixed and floating interest rates. The risk is managed
by the Company by maintaining an appropriate mix between fixed and floating rate borrowings. Company use financial instruments to
manage its exposure to changing interest rates and to adjust its mix of fixed and floating interest rate debt on long-term debt.
The Company's exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management
section of this note.
Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and non-derivative
instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability
196

outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease represents
management's assessment of the reasonably possible change in interest rates.
If interest rates had been 50 basis points higher/ lower and all other variables were held constant, the Company's:
i) Profit for the year ended 31 March 2023 would decrease/increase by Rs. 10256.73 millions (31 March 2022: decrease/increase
Rs. 9,318.74 millions). This is mainly attributable to the Company’s exposure to interest rates on its variable rate debt securities;
ii) Profit for the year ended 31 March 2023 would decrease/increase by Rs. 9926.92 millions (31 March 2022: decrease/increase Rs.
8,469.44 millions). This is mainly attributable to the Company’s exposure to interest rates on its variable rate borrowings.
Interest Rate Benchmark Reform:
Following the request received by the Financial Stability Board from the G20, a fundamental review and reform of the major interest rate
benchmarks is underway across the world’s largest financial market, This reform was not contemplated when Ind AS 107 & Ind AS 109
were notified and consequently the Ministry of Corporate Affairs, Government of India has notified a set of temporary exceptions from
applying specific hedge accounting requirements to provide clarifications on how the standard should be applied in these circumstances.
Following are the temporary exceptions provided from applying specific hedge accounting requirements:
(i) For assessing highly probable requirement for cash flow hedges: For the purpose of determining whether a forecast transaction
(or a component thereof) is highly probable, an entity shall assume that the interest rate benchmark on which the hedged cash
flows (contractually or non-contractually specified) are based is not altered as a result of interest rate benchmark reform.
(ii) Reclassifying the amount accumulated in the cash flow hedge reserve: For the purpose of determining whether the hedged
future cash flows are expected to occur, an entity shall assume that the interest rate benchmark on which the hedged cash flows
(contractually or non-contractually specified) are based is not altered as a result of interest rate benchmark reform.
(iii) Assessing the economic relationship between the hedged item and the hedging instrument: An entity shall assume that the
interest rate benchmark on which the hedged cash flows and/or the hedged risk (contractually or non-contractually specified) are
based, or the interest rate benchmark on which the cash flows of the hedging instrument are based, is not altered as a result of
interest rate benchmark reform.
(iv) Designating a component of an item as a hedged item: Subject to certain exemptions, for a hedge of a non-contractually specified
benchmark component of interest rate risk, an entity shall apply the requirement – that the risk component shall be separately
identifiable – only at the inception of the hedging relationship.
Under these temporary exceptions, interbank offered rates (IBORs) are assumed to continue unaltered for the purposes of hedge
accounting until such time as the uncertainty is resolved. The application of this set of temporary exceptions is mandatory for accounting
periods starting on after 1st April 2020. Significant judgements will be required in determining when uncertainty is expected to be
resolved and therefore when the temporary exceptions will cease to apply. However, as at 31st March 2023, the uncertainty continued
to exist and so the temporary exceptions apply to the Company’s hedge accounting relationships that reference benchmarks subject
to reform or replacement.
The Company has cash flow and fair value hedge accounting relationships that are exposed to different IBORs, predominantly US
dollar Libor and JPY Libor. The existing derivatives and some of the loans, bonds and other financial instruments designated in
relationships referencing these benchmarks will transition to new risk – free rates (RFRs) in different ways and at different types.
External progress on the transition to RFRs is being monitored, with the objective of ensuring a smooth transition for the Company’s
hedge accounting relationship. The specific issues arising will vary with the details of each hedging relationship, but may arise due to
the transition of existing products included in the designation, a change in expected volumes of products to be issued, a change in
contractual terms of new products issued, or a combination of these factors. Some hedges may need to be de – designated and new
relationships entered into, while others may survive the market – wide benchmark reforms.
197

The hedge accounting relationships that are affected by the adoption of the temporary exceptions are presented in the balance sheet
in note 5, ‘Derivatives Financial Instruments’.
38.7: Other price risks
The Company has a small amount of investment in equity instruments, price risk of which is not considered material.
38.8: Credit risk management
Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financial loss to the
company. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial
conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.
The Company consider the probability of default upon initial recognition of assets and whether there has been a significant increase in
credit risk on an ongoing basis through each reporting period. To assess whether there is significant increase in credit risk, it considers
reasonable and supportive forward looking information such as:
(i) Actual or expected significant adverse change in business.
(ii) Actual or expected significant changes in the operating results of the counterparty.
(iii) Financial or economic conditions that are expected to cause a significant change to the counterparty's ability to meet its obligation.
(iv) Significant increase in credit risk and other financial instruments of the same counterparty.
(v) Significant changes in the value of collateral supporting the obligation or in the quality of third party guarantees or credit
enhancements.
Credit risk is managed through approvals, establishing credit limits, continuous monitoring of creditworthiness of customers to which
the company grants credit terms in the normal course of business. The company also assesses the financial reliability of customers
taking into account the financial condition, current economic trends and historical bad debts and ageing of accounts receivables.
The Company's major exposure is from lease receivables from Ministry of Railways, Government of India and loans to Rail Vikas Nigam
Limited and IRCON International Limited which are under the control of Ministry of Railways. There is no credit risk on lease receivables
being due from sovereign. With respect to loan given to Rail Vikas Nigam Limited and IRCON International Limited, the company
consider the Reserve Bank of India directions in terms of its circular no. RBI/2017-18/181_DNBR (PD) CC. No. 092/03.10.001/2017-
18 dated 31-May-2018 read with letter no. DNRB (PD). CO.No.1271/03.10.001/2018-19 dated 21-December-2018, to be adequate
compliance with the impairment norms as per Ind AS 109, Financial Instruments, as IRCON International Limited and Rail Vikas Nigam
Limited, both, are under Ministry of Railways, Government of India and the Company do not expect any concern in the repayment of
aforesaid loans.
38.9: Liquidity risk management
Liquidity risk is defined as the potential risk that the Company cannot meet the cash obligations as they become due.
Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity
risk management framework for the management of the company's short, medium, and long-term funding and liquidity management
requirements. The Company manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring
forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Besides, there is a provision
in the lease agreements with the Ministry of Railways (MOR) whereby MOR undertakes to provide lease rentals in advance (to be
adjusted from future payments) in case the Company doesn't have adequate liquidity to meet its debt service obligations.
198
Liquidity and interest risk tables
The following tables detail the company's remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on
the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay. The tables include both interest and principal
cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual
maturity is based on the earliest date on which the company may be required to pay.
Recognition of
Fair value Carrying
borrowings at
hedge Amount
unamortised
adjustment- ( Balance
Particulars 0-1 year 1-3 years 3-5 years 5+ years Total cost using
recoverable Sheet
effective
from Ministry amount as
interest rate
of Railways per IND AS
method
31 March 2023
Trade Payables-Other Payables - - - - - - - -
- Lease Liabilities 37.69 4.35 6.40 7.95 56.39 56.39

Other Financial Liabilities 2,45,335.38 10,976.75 - - 2,56,312.13 - - 2,56,312.13
- Interest accrued but not due 84,259.79 10,976.75 - - 95,236.54 95,236.54
- Amount payable to Ministry of Railways 1,60,955.03 - - - 1,60,955.03 - - 1,60,955.03
- Liability for unclaimed dividend 11.80 11.80 11.80
- Security Deposits 1.14 - - - 1.14 - - 1.14
- Unclaimed mature debentures and interest 107.62 - - - 107.62 - - 107.62
accrued thereon
Debt Securities 2,04,906.65 81,165.83 2,95,784.77 15,79,487.84 21,61,345.09 (916.79) 514.03 21,60,942.33
- Bonds in Domestic Market 1,63,621.65 81,165.83 2,54,499.77 13,93,705.34 18,92,992.59 (700.08) 18,92,292.51
- Commercial Paper - - - - - - - -
- Bonds in Overseas Market 41,285.00 - 41,285.00 1,85,782.50 2,68,352.50 (216.71) 514.03 2,68,649.82
Borrowing (Other than Debt Securities) 41,022.90 98,575.54 5,27,398.04 13,72,455.53 20,39,452.01 (5,429.69) (5,672.07) 20,28,350.25
Borrowings in India 41,022.90 83,470.70 3,25,328.50 11,40,595.08 15,90,417.18 - 15,90,417.18
Borrowings outside India - 15,104.84 2,02,069.54 2,31,860.45 4,49,034.83 (5,429.69) (5,672.07) 4,37,933.07
31 March 2022
Trade Payables-Other Payables 245.71 - - - 245.71 - - 245.71
- Lease Liabilities 122.05 94.72 5.31 11.44 233.52 - - 233.52
Other Financial Liabilities 1,86,806.94 3,984.54 3,460.48 - 1,94,251.96 - - 1,94,251.96
- Interest accrued but not due 98,191.31 3,984.54 3,460.48 - 1,05,636.33 - - 1,05,636.33
199
200
Recognition of
Fair value Carrying
borrowings at
hedge Amount
unamortised
adjustment- ( Balance
Particulars 0-1 year 1-3 years 3-5 years 5+ years Total cost using
recoverable Sheet
effective
from Ministry amount as
interest rate
of Railways per IND AS
method
- Amount payable to Ministry of Railways 88,487.86 - - - 88,487.86 - - 88,487.86
Liability for unclaimed dividend 9.96 - - - 9.96 - - 9.96
- Security Deposits 0.19 - - - 0.19 - - 0.19
- Unclaimed mature debentures and interest 117.62 - - - 117.62 - - 117.62
accrued thereon
Debt Securities 59,445.50 2,08,429.66 1,38,363.91 15,36,610.46 19,42,849.53 (1,054.27) (45.73) 19,41,749.53
- Bonds in Domestic Market 59,445.50 1,70,344.66 1,38,363.91 13,27,142.96 16,95,297.30 (805.64) - 16,94,491.39
- Commercial Paper - - - - - - - -
- Bonds in Overseas Market - 38,085.00 - 2,09,467.50 2,47,552.50 (248.63) (45.73) 2,47,258.14
Borrowing (Other than Debt Securities) 1,04,847.35 66,470.60 1,86,170.51 15,95,206.50 19,52,694.96 (6,266.88) (4,011.43) 19,42,416.65
Borrowings in India 1,04,847.35 66,470.60 1,51,645.60 12,02,548.23 15,25,511.78 - - 15,25,511.78
Borrowings outside India - - 34,524.91 3,92,658.27 4,27,183.18 (6,266.88) (4,011.43) 4,16,904.87

38.10: Derivative financial instruments

The Company holds derivative financial instruments such as foreign currency forward contracts to mitigate the risk of changes in exchange rates
on foreign currency exposures. The objective of hedges is to minimize the volatility of INR cash flows of highly probable forecast transaction.
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness
assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the
hedging instrument is expected to offset changes in cash flows of hedged items.
As on 31 March 2023
Nominal value Weighted

( Foreign Currency) Carrying/ average strike
USD/JPY Fair amount Hedge price/rate
Types of hedge and risks Maturity date
No. of of hedging ratio
Outstanding Amount instruments USD/JPY
Contracts
Forward Contract
1. Sell - - - - - -
2. Buy (USD) 8 400.00 514.03 2-Apr-24 1:1 82.78
3. Buy (JPY) 11 32,856.00 -1,939.43 3-Jun-26 1:1 0.8449
4. Buy (JPY) 5 26,231.25 -987.85 27-Mar-28 1:1 0.9204
5. Buy (JPY) 4 8,000.00 2.87 31-Mar-30 1:1 0.9967
Swap Contracts
1. Buy 2 291.79 -3,996.18 10-Mar-26 1:1 N/A
2. Buy 2 74.07 -1,041.00 30-Mar-26 1:1 N/A
3. Buy 1 25.00 411.35 26-Mar-30 1:1 N/A
4. Buy 1 25.00 376.89 26-Mar-30 1:1 N/A
5. Buy 1 25.00 392.32 26-Mar-30 1:1 N/A
6. Buy 1 25.00 411.19 26-Mar-30 1:1 N/A
7. Buy 1 25.00 413.26 26-Mar-30 1:1 N/A
8. Buy 1 25.00 400.38 26-Mar-30 1:1 N/A
9. Buy 1 25.00 348.08 26-Mar-30 1:1 N/A
10. Buy 1 25.00 300.82 26-Mar-30 1:1 N/A
11. Buy 1 25.00 272.77 26-Mar-30 1:1 N/A
As on 31 March 2022

Contracts
Forward Contract
1. Sell - - - - - -
2. Buy (USD) 4 200.00 -45.73 02 April 2024 1:1 81.81
3. Buy (JPY) 11 32,856.00 -887.57 3-Jun-26 1:1 0.8449
201


Contracts
Swap Contracts
1. Buy 2 291.79 -3,424.97 10-Mar-26 1:1 N/A
2. Buy 2 74.07 -899.95 30-Mar-26 1:1 N/A
3. Buy 1 25.00 220.42 26-Mar-30 1:1 N/A
4. Buy 1 25.00 214.24 26-Mar-30 1:1 N/A
5. Buy 1 25.00 222.73 26-Mar-30 1:1 N/A
6. Buy 1 25.00 217.73 26-Mar-30 1:1 N/A
7. Buy 1 25.00 219.74 26-Mar-30 1:1 N/A
8. Buy 1 25.00 208.05 26-Mar-30 1:1 N/A
9. Buy 1 25.00 148.03 26-Mar-30 1:1 N/A
10. Buy 1 25.00 96.67 26-Mar-30 1:1 N/A
11. Buy 1 25.00 64.56 26-Mar-30 1:1 N/A
Disclosure of effects of hedge accounting on financial performance
Changes during Receivables/ Impact on financial

Cash Flow hedge Opening Closing
the year (Payables) from MOR performance
31-Mar-23 411.09 626.47 1,037.56 (626.47) -
31-Mar-22 298.34 112.75 411.09 (112.75) -
Note 39: Capital Funds, Risk Weighted Assets and Capital Risk Adjusted Ratio (CRAR), Liquidity Coverage
Ratio of Company are given below:
As at As at
Particulars
31 March 2023 31 March 2022
Capital Fund-Tier I 4,54,582.80 4,09,942.53
Capital Fund-Tier II - -
Risk weighted assets along-with adjusted value of off balance sheet items 88,782.47 93,225.83
CRAR
CRAR-Tier I Capital 512.02% 439.73%
CRAR-Tier II Capital NA NA
Liquidity Coverage Ratio with total Weighted value 2.81% 0.50%
Liquidity Coverage Ratio with total Unweighted value 0.00% 0.58%
Amount of subordinated debt raised as Tier-II capital - -
Amount raised by issue of Perpetual Debt Instruments - -
202

Note 40: The particulars of loans given as required to be disclosed by section 186 (4) of Companies Act, 2013
are as below:
Loan Loan
Amount Purpose of Amount Purpose of
S.No. Name of Party Given Given
of loan Terms Utilization of loan Terms Utilization
during during
outstanding by Recipient outstanding by Recipient
the year the year
1 Rail Vikas Nigam 44,561.47 - 3 + 12 Regular 39,556.00 7,000.00 3 + 12 Regular
Limited (RVNL)-I years Project Work years Project Work
2 IRCON 6,153.07 - 5 years Station 12,306.14 - 5 years Station
International Development Development
Limited
3 Rail Vikas Nigam 8,855.00 - 3 + 12 Regular 9,660.00 - 3 + 12 Regular
Limited (RVNL)-II years Project Work years Project Work
Total 59,569.54 - 61,522.14 7,000.00
Note 41: Other Disclosures
(a) Lease rental is charged on the assets leased from the first day of the month in which the Rolling Stock assets have been identified
and placed on line as per the Standard Lease Agreements executed between the Company and MOR from year to year.
(b) Ministry of Railways (MOR) charges interest on the value of the assets identified prior to the payments made by the Company,
from the first day of the month in which the assets have been identified and placed on line to the first day of the month in which
the money is paid to the MOR. However, no interest is charged from the MOR on the amount paid by the company prior to
identification of Rolling stock by them.
(c) (i) Interest rate variation on the floating rate linked rupee borrowings and interest rate and exchange rate variations on interest
payments in the case of foreign currency borrowings are adjusted against the lease income/ pre-commencement lease
income in terms of the variation clauses in the lease agreements for Rolling Stock/ memorandum of understanding (MoU)
for funding of Infrastructure assets executed with the Ministry of Railways. During the year ended 31 March 2023, such
differential has resulted in an amount of Rs. 17,928.97 millions refundable to the Company (31 March 2022: Rs. 684.66
millions refundable to MoR) which has been accounted for in the lease income/pre-commencement lease income.
(ii) In respect of foreign currency borrowings, which have not been hedged, variation clause have been incorporated in the lease
agreements specifying notional hedging cost adopted for working out the cost of funds on the leases executed with MOR.
Hedging cost in respect of these foreign currency borrowings is compared with the amount recovered by the company on
such account on notional cost basis and accordingly, the same is adjusted against the lease income. During the year ended
31 March 2023 in respect of these foreign currency borrowings, the Company has recovered a sum of Rs. 17,148.78 millions
(31 March 2022: Rs.14,117.53 millions) on this account from MOR against a sum of Rs. Nil millions (31 March 2022 :Rs. NIL
millions) incurred towards hedging cost and the balance amount of Rs. 17,148.78 millions (31 March 2022: Rs. 14,117.53
millions) is refundable to MOR.
(d) For computing the Lease Rental in respect of the rolling stock assets acquired and leased to the Ministry of Railways amounting to
Rs. 1,66,341.94 millions during the year ended 31st March 2023 (Previous year ended 31 March 2022: Rs. 2,84,930.23 millions),
the Lease Rental Rate and the Internal Rate of Return have been worked out with reference to the average cost of incremental
borrowings made during the current year plus the margin equivalent to the margin as decided for the financial year 2022-23. The
lease agreement in respect of these assets will be executed in due course of time.
203

(e) The Leases executed for Rolling Stock in the year 1992-93,1991-92, 1990-91, 1989-90 & 1988-89 for Rs. 9,618.24 millions, Rs.
15,004. 92 millions, Rs. 11,700.35 millions, Rs. 10,725.60 millions & Rs. 8607.27 millions have expired on 31 March 2023, 31 March
2022, 31 March 2021, 31 March 2020 & 31 March 2019 respectively. During the primary and secondary lease periods full value of
assets (including interest) has been recovered from the lessee ( MOR). These assets have outlived their useful economic life.
Note 42:
(a) (i) The Reserve Bank of India has issued Master Direction – Non- Banking Financial Company- Systemically Important
Non Deposit Taking Company and Deposit Taking Company (Reserve Bank) Directions, 2016 vide notification DNBR.
PD.008/03.10.119/2016-17 dated 1st September 2016 as amended from time to time have become mandatory with effect
from 31 May, 2018. The Reserve Bank of India has granted exemption to the Company in respect of classification of asset,
provisioning norms and credit concentration norms to the extent of direct exposure to sovereign.

(a) (ii) Till the financial year 2017-18, the Company, being a government NBFC, was exempt from creation and maintenance of
Reserve Fund as specified u/s 45-IC of Reserve Bank of India Act, 1934. However, the said exemption has been withdrawn
by the Reserve Bank of India (RBI) vide Notification No. DNBR (PD) CC.NO.092/0310.001/2017-18 dated 31st May 2018.
Accordingly, the Company is now creating the Reserve Fund as required u/s 45IC of RBI Act, 1934, wherein at least 20% of
net profit every year will be transferred before the declaration of dividend. No appropriation is allowed to be made from the
reserve fund except for the purpose as may be specified by the Bank from time to time and further, any such appropriation is
also required to be reported to the Bank within 21 days from the date of such withdrawal.
The Company created a reserve of Rs.12674.03 millions as on 31st March 2023 (Rs. 12179.67 in 31 March 2022) u/s 45IC.
Note 43:
i The Finance Act, 2001 provides for levy of service tax on the finance and interest charges recovered through lease rental
instalments on the Financial Leases entered on or after 16-07-2001. The Central Government vide Order No.1/1/2003-ST dated
30 April 2003 and subsequent clarification dated 15-12-2006 issued by Ministry of Finance has exempted the Lease Agreements
entered between the Company and Ministry of Railways from levy of Service Tax thereon u/s 93(2) of Finance Act, 1994.
ii The GST Council in their meeting held on 19 May, 2017 has exempted the services of leasing of assets (rolling stock assets
including wagons, coaches, locos) by Indian Railways Finance Corporation to Indian Railways from the levy of Goods & Service
Tax (GST), Notification No. 12/2017 (Heading 9973) which has been made applicable with effect from 1 July, 2017. Vide notification
no. 07/2021 dated 30.09.2021 issued by Ministry of Finance, the said GST exemption on leasing of rolling stock by Indian Railways
Finance Corporation to Indian Railways is withdrawn w.e.f. 01.10.2021
iii. The Company had deposited a sum of Rs.14,664.47 million towards GST under reverse charge mechanism for funds transferred
to MoR for making payments on behalf of Company to contractors for construction of projects for the period November 2017
to June 2018. As opined by the tax consultant, the above transaction did not involve any supply from MoR to the company
and accordingly, no GST under RCM was payable by the Company and hence, refund applications were filed with the GST
department for the refund of said deposit of Rs 14,664.47 millions. However, vide orders dated 22-09-2020 and 30-09-2020, the
said refund applications have been rejected by the additional commissioner (Department of Trade and Taxes), GNCT of Delhi. The
Company has filed 6 appeals before first appellate authority through its attorney, New Delhi against the rejection of refund orders
on 24 December 2020 and 29 December 2020.
In the ultimate event of non-admissibility of refund claims by the GST department, the amount would be adjusted by the Company
against the GST liability on lease rentals from infrastructure assets to be lease to MoR or other GST liability in future.
204

Note 44:
Increase/(Decrease) in liability due to exchange rate variation on foreign currency loans for purchase of leased assets/creation of
Infrastructure assets amounting to Rs. 42,651.63 millions (31 March 2022 : Rs. 11,188.84 million) has not been charged to the
Statement of Profit and Loss as the same is recoverable from the Ministry of Railways (lessee) separately as per lease agreements in
respect of rolling stock assets/memorandum of understanding (MoU) for funding of Infrastructure assets to be leased. The notional
hedging cost on external commercial borrowings inbuilt into the Lease Rentals amounting to Rs. 817.80 millions (31 March 2022 : Rs.
16,441.20 millions) is refundable to Ministry of Railways for the year ended 31 March 2023 (Ref of Note 41 C (ii)). Further, a sum of
Rs. NIL (31 March 2022 : Rs. 105.87 millions) has been recovered towards crystallised exchange rate variation on foreign currency
loans repaid during the year ended 31st March 2023. The amount recoverable from MoR on account of exchange rate variation net of
notional hedging cost and crystallised exchange rate variation is Rs. 69,844.62 million (31 March 2022: Rs. 11,448.24 million).
Effective portion of (loss)/gain on account of decrease/increase in the fair value of the derivative assets (hedging instruments)
amounting to Rs.626.47 million (March, 2023),Rs.112.75 million (March 2022) classified as cash flow hedges has not been recognised
in the other comprehensive income as the same is recoverable/refundable to the MOR (Lessee) since the derivatives have been
contracted to hedge the financial risk of MOR (Lessee).
Note 45:
The Ministry of Railways (MOR) vide letter dated 23 July 2015 had authorized the Company to draw funds from Life Insurance Corporation
of India (LIC) in consultation with MOR for funding of Railway Projects in line with finance leasing methodology adopted by Company
for funding Railway Projects in past. In addition to funds raised from LIC, the Company has also funded MoR from other borrowings
and internal accruals. Pending execution of the Lease Documents, the Company had entered into a Memorandum of Understanding
with the Ministry of Railways on 23 May 2017 containing principal terms of the lease transactions. The Company has now entered a
fresh Memorandum of Understanding with Ministry of Railways on 2 March 2021 superseding all earlier MoU/arrangement.
During FY 2021-22, the Lease Agreement(s) for Project assets funded under EBR IF 2015-16 and National Projects 2018-19 between
MOR and the Company with respect to aforesaid infrastructure assets was executed on 28th March 2022. Similarly, during financial
year 2022-23, the Lease Agreement(s) for EBR IF 2016-17 and National Projects 2019-20 between MOR and the Company with
respect to infrastructure assets have been executed. Also, the Lease Agreement for EBR IF 2017-18 shall be executed and the lease
recievables have been recognised with effect from 24th March 2023. The accounting as per Ind AS 116 has been carried out for the
same during the current financial year.
During the year ended 31 March 2023 a sum of Rs. 91,664.39 millions (31 March 2022: Rs. 80,724.51 millions) incurred by the
Company on account of interest cost on the funds borrowed for the purpose of making aforesaid advances has been capitalised and
added to the 'Project Infrastructure Asset under Finance Lease Arrangements-EBR-IF' , ‘Project Infrastructure Asset under Finance
Lease Arrangements-EBR Special' and 'Advance funding against National Project'. The same would be recovered through lease
rentals in future over the life of the leases as per lease agreement(s) to be entered. Details are as under:
Project Infrastructure Asset under Finance Lease Arrangements-EBR-IF
As at As at
Particulars
31 March 2023 31 March 2022
Opening Balance 15,09,946.57 13,07,795.17
Add: Advance paid against infrastructure assets to be leased 1,53,377.70 3,10,631.09
Add: Borrowing cost capitalised on borrowed funds 58,222.68 45,512.80
Add: Exchange variation to be recoverable from MOR 167.35 81.39
Add: Transfer from Project Infrastructure Asset under Finance Lease Arrangements- - 356.51
EBR-Special
205

As at As at
Particulars
31 March 2023 31 March 2022
Add: Transfer from Advance Funding Against National Project 21.59 -
Add: Advance for GST Liability under RCM* 333.37 -
Less: Interest capitalised during Moratarium period recovered (5,017.44) -
Total 17,17,051.82 16,64,376.96
Less: Transferred to Lease Receivables (3,92,007.32) (1,54,430.39)
Total 13,25,044.50 15,09,946.57
*Including Rs. 59.05 million deposited during FY 2021-22
Project Infrastructure Asset under Finance Lease Arrangements-EBR-Special
As at As at
Particulars
31 March 2023 31 March 2022
Opening Balance 5,40,173.59 5,07,088.39
Add :Advance paid against infrastructure assets to be leased - -
Add: Borrowing cost capitalised on borrowed funds 33,441.71 33,441.71
Add: Advance for GST Liability under RCM* 54,766.11 -
Total 6,28,381.41 5,40,530.10
Less: Transferred to Project Infrastructure Assets under leasing arrangement - -
Less: Transfer to Project Infrastructure Asset under Finance Lease Arrangements-EBR-IF - (356.51)
Total 6,28,381.41 5,40,173.59
*Deposited during FY 2021-22
National Projects
As at As at
Particulars
31 March 2023 31 March 2022
Opening Balance 27,083.62 84,815.82
Advance funding against National Project - -
Add: Borrowing cost capitalised during the year on borrowed funds - 1,770.00
Total 27,083.62 86,585.82
Less: Transferred to Lease Receivables 27,062.03 59,502.20
Less: Transfer to Project Infrastructure Asset under Finance Lease Arrangements-EBR-IF 21.59 -
Total 0.00 27,083.62
Capitalisation rate used to determine the borrowing cost for ‘Advance against Railway Infrastructure Projects to be leased’
& Advance against Railway Infrastructure Projects – Special - to be leased’ & ‘National Projects’:
As at As at
Particulars
31 March 2023 31 March 2022
Capitalisation rate 4.85% 4.62%
206

Note 46:
i While reviewing the financial statements of previous financial year ended 31st March 2022, the Comptroller and Auditor General of
India had opined that IndAS 116 is not applicable to ‘Project Infrastructure Assets under Finance Lease’ as there is no identifiable
asset. The Company sought an opinion from the Expert Advisory Committee of the Institute of Chartered Accountants of India
which has affirmed that Ind AS 116 is applicable to ‘Project Infrastructure Assets under Finance Lease’ as there is an identifiable
asset. Hence, the Company is continuing with its existing accounting treatment.
ii Ministry of Railways, Government of India is the Parent of the Company. The Company leases various assets including rolling
stock, locomotives, project infrastructure assets such as railway tracks, signaling system, railways stations, bridges etc to Ministry
of Railways under finance lease model as per IndAS 116. The computation of lease income requires estimation of a number of
financial metrics such as source of borrowings, weighted average cost of capital, margin etc which is determined on a continuous
basis in consultation with Ministry of Railways. At the time of finalization of these financial statements, few of these metrics may
be in discussion with Ministry of Railways and yet to be finalized. In such cases these are computed by the Company on best
estimate basis subject to change, when finalized by the Ministry of Railways.
iii The reconcilaition with the Ministry of Railways uptill FY 2021-22 has been completed. The reconcilation of balances with MoR
as on 31st March 2023 will be carried out in due course after finalisation of accounts. The disbursement to MOR for project
infrastructure assets for which Lease Agreements are yet to be executed is Rs. 19,19,607.60 millions against which utilistation of
Rs.19,21,077.40 million has been received from MoR till 31st March 2022.
iv Estimation of uncertainty relating to the Global Health Pandemic COVID-I9
The outbreak of Coronavirus (COVID -19) pandemic globally and in India is causing significant disturbance and slowdown of
economic activity. The Company has adopted measures to curb the spread of infection in order to protect the health of our
employees and ensure business continuity with minimal disruption
The Company has evaluated impact of this pandemic on its business operations and based on its review and current indicators of
future economic conditions, there is no significant Impact on its financial results. However, the impact assessment of COVID 19 is
a continuing process given the uncertainties associated with its nature and duration and accordingly the impact may be different
from that estimated as at the date of approval of these financial statements. The Company will continue monitoring any material
changes to future economic conditions.
Note 47:
(a) The Company discharges its obligation towards payment of interest and redemption of bonds, for which warrants are issued,
by depositing the respective amounts in the designated bank accounts. Reconciliation of such accounts is an ongoing process
and has been completed upto 31 March 2023. The Company does not foresee any additional liability on this account. The total
balance held in such specified bank accounts as on 31 March 2023 is Rs. 107.62 millions (31 March 2022: Rs. 117.62 millions)
(b) The Company is required to transfer any amount remaining unclaimed and unpaid in such interest and redemption accounts after
completion of 7 years to Investor Education Protection Fund (IEPF) administered by the Ministry of Corporate Affairs, Government
of India. During the year ended 31 March 2023, a sum of Rs.7.52 millions was deposited in IEPF (31 March 2022: Rs. 5.30 million)
Note 48:
The Company, in the earlier years, had executed Asset Securitisation Transactions by securitising an identified portion of future lease
rentals originating on its assets leased to Ministry of Railways. As part of the securitisation transaction, future lease rentals were
transferred to a bankruptcy remote Special Purpose Vehicle (SPV) which, in turn, issued Pass Through Certificates (PTCs) to the
investors. The lease receivables, accordingly, were derecognised in the books of account of the company.
207

In terms of the Reserve Bank of India (RBI) Guidelines on Minimum Retention Requirement issued by the Reserve Bank of India as
applicable to the Non-Banking Finance Companies, the company being the originator, had opted to retain a minimum of 5% of the
book value of the receivables being securitised. Accordingly, the Company had invested Rs. 169.77 millions in the Pass Through
Certificates (PTCs) issued by the ‘Special Purpose Vehicle’ towards Minimum Retention Requirement. Out of the amount invested in
Pass Through Certificates (PTCs), Rs. 169.77 millions have matured till 31 March 2023 ( 31 March 2022: Rs. 166.84 millions) leaving
a balance of Rs. Nil millions ( 31 March 2022: 2.93 millions). Details of the amount invested in Pass Through Certificates (PTCs) and
outstanding as on 31st March, 2023 is as follows
As on 31 March 2023
Series Date of Maturity Nos of PTC Face value per PTC Total amount
- - - - -
Total * - -
* Impairment loss as per Ind AS 109 has been made for an amount of Rs. 0.01 millions
As on 31 March 2022
Series Date of Maturity Nos of PTC Face value per PTC Total amount
W 15-Apr-22 5 0.59 2.93
Total* 5 2.93
* Impairment loss as per Ind AS 109 has been made for an amount of Rs. 0.01 millions
Note 49: Corporate Social Responsibility
As per Section 135 of the Companies Act 2013, the Company has established a Corporate Social Responsibility Committee. The
Company has undertaken Corporate Social Responsibility activities during the year, which have been approved by the CSR Committee
and are specified in Schedule VII of the Companies Act 2013.
In the year 2020-21, the Ministry of Corporate Affairs (MCA) issued the Companies (Corporate Social Responsibility Policy)
Amendment Rules, 2021 (the "Amendment"), and the effective date of the amendments to Section 135 of the Companies
Act, as made by the Companies Amendment Act, 2019 and Companies Amendment Act, 2020, was notified as 22.01.2021.
In accordance with the amendment under the said notifications, any unspent CSR amount, other than for any ongoing project, shall
be transferred to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year. Any unspent amount
pursuant to any ongoing project must be transferred to unspent CSR Account in any scheduled bank within a period of thirty days
from the end of the financial year, to be utilised within a period of three financial years, failing which it shall transfer the same to a Fund
specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year. Further, if the company
spends an amount in excess of the requirement under statute, the excess amount may be set off for three succeeding financial years
against the amount to be spent.
As the notification became effective during the FY 2020-21, the Company is complying with the amended provisions of Section 135
of the Companies Act, 2013 from the financial year 2021-22 onwards. Consequently, the Company has set aside provisions for an
unspent amount related to ongoing projects totaling Rs.590.05 million for the FY 2022-23 (Rs.250.42 million in FY 2021-22).
(i) For the financial year ended 31.03.2023, the Company paid a gross amount of Rs.675.31 million (Rs.352.27 million relates to prior
years), while for the year ended 31.03.2022, the Company paid a gross amount of Rs.700.30 million (Rs.250.12 million relates to
prior years). The gross amount required to be spent for the year ended 31.03.2023 was Rs.913.10 million, for which the Board
approved an amount of Rs.913.10 million, which includes Rs.590.05 million towards the CSR projects, Rs.303.05 million towards
PM CARES, Rs.10 million each towards Swach Bharat Kosh and Clean Ganga Fund. For the year ended 31/03/2022, the gross
amount required to be spent was Rs.700.60 million, for which the Board approved an amount of Rs.700.60 million, which includes
Rs.261.55 million towards the CSR projects, Rs.389.05 million towards PM CARES, Rs.30 million towards Clean Ganga Fund, and
Rs.20 million towards Swach Bharat Kosh.
208

As of 31.03.2023, the unspent CSR amount allocated towards various CSR Projects for the Financial Year(s) 2020-21, 2021-22,
and 2022-23 are Rs.158.92 million, Rs.178.76 million, and Rs.590.05 million, respectively.
ii) Amount spent during the year on:
As on 31 March 2023
SI. Yet to be paid in

Particulars In cash Total
No cash*
i) Construction/Acquisition of any assets - - -
ii) On Purpose other than (i) above
ii.a) Sanitation and safe drinking water (including Swachh 10.00 9.27 19.27
Bharat Kosh) (Item No. (i) of Schedule - VII)
ii.b) Health Care (Item No. (i) of Schedule - VII) 109.27 253.07 362.34
ii.c) Promoting Education (Item No. (ii) of Schedule – VII 16.01 201.50 217.51
ii.d) Social Welfare, Promoting Gender equality/Women - 9.56 9.56
Empowerment (Item No.(iii) of Schedule-VII)
ii.e) Forest & Environment,animal welfare etc. - - -
( Item No. (iv) of Schedule-VII)
ii.f) Contribution to'Clean Ganga Fund' 10.00 - 10.00
(Item No.(iv) of Schedule-VII)
ii.g) Ensuring environment sustainability item No. - - -
(iv) of Schedule - (VII)
ii.h) Measures for armed forces veterans, - 10.00 10.00
(Item No. (vi) of ScheduleVII)
ii.i) Disaster Management (Item No. (xii) of Schedule - VII) - 106.65 106.65
ii.j) Contribution to the Prime minister's CARE fund 530.03 - 530.03
(Item No (viii) of Schedule-VII)
Grand Total (i+ii) 675.31 590.05 1,265.36
*Sanctioned to various projects where disbursement is being made as per agreed terms
Details in respect of amount deposited in Specified Fund of Schedule VII , for the financial years per section 135 (5)
of the Companies Act, 2013.
Amount deposited in Amount required

Amount spent
Opening Balance Specified Fund of Schedule to be spent during Closing Balance
during the year
VII within 6 Months the year
Nil Nil 913.10 913.10 Nil
Details in respect of excess amount spent for the financial year as per section 135 (5) of the Companies Act, 2013.
Amount required to be spent Amount spent during the

Opening Balance Closing Balance
during the year year
Nil 913.10 913.10 Nil
209

Details in respect of ongoing projects for the financial year as per section 135 (5) of the Companies Act, 2013.
**Total Amount spent during

Amount Transferred the year
required to to Separate From In
Financial Year In Separate be spent CSR From Separate Separate
*with with
CSR during the Unspent Company's CSR CSR
company Company*
Unspent A/c year Bank bank A/c Unspent Unspent
Account A/c A/c
2021-22 197.18 NIL 700.60 467.15 450.18 66.51 250.42 400.64
2022-23 250.42 400.64 913.10 250.42 323.05 217.16 590.05 433.90
* Gross amount required to be spent for the year ended 31.03.2023 Rs.913.10 million against which the Board approved total CSR projects for amounting to
Rs.913.10 million against which Rs. 323.05 million paid in the financial year and balancing Rs. 590.05 million CSR Unspent amount against ongoing projects for the
financial year is transferred to separate bank A/c on 29.04.2023. Whereas Gross amount required to be spent for the year ended 31 March 2022 Rs 700.60 million
against which the Board approved total CSR projects for amounting to Rs 700.60 million against which Rs 450.18 million paid in the financial year and balancing Rs
250.42 million CSR Unspent amount against ongoing projects for the financial year is transferred to separate bank A/c on 30 April 2022.
** For the year 2022-23, Rs. 250.42 maintained with company is transferred to Separate unspent CSR Account as the amount allocated against the project of 2021-22
and For the year 2021-22, Includes unspent amount for 2018-19 (Rs 173.32 Million), for 2019-20 (Rs 96.12 Million) and for 2020-21 (Rs 197.71 Million).
As on 31 March 2022
SI.
Particulars In cash Yet to be paid in cash Total
No
i) Construction/Acquisition of any assets -
ii) On Purpose other than (i) above 700.30 256.29 956.59
iia) Sanitation and safe drinking water 20.00 - 20.00
(Item No. (i) of Schedule - VII)
iib) Health Care (Item No. (i) of Schedule - VII) 46.44 188.16 234.61
iic) Promoting Education (Item No. (ii) of Schedule – VII 14.68 34.13 48.81
iid) Social Welfare (Item No.(iii) of Schedule-VII) - - -
iie) Forest & Environment, animal welfare etc. 2.10 24.00 26.09
( Item No. (iv) of Schedule-VII)
iif) Contribution to 'Clean Ganga Fund' 30.00 - 30.00
(Item No.(iv) of Schedule-VII)
iig) Ensuring environment sustainability item No. - - -
(iv) of Schedule - (VII)
iih) Measures for armed forces veterans, - 10.00 10.00
(Item No. (vi) of ScheduleVII)
iii) Contribution to the prime minister's CARE fund 587.08 - 587.08
(Item No (viii) of Schedule-VII)
Grand Total (i+ii) 700.30 256.29 956.59
Details in respect of amount deposited in Specified Fund of Schedule VII , for the financial years per section 135 (5)
of the Companies Act, 2013.
Amount deposited in Amount required

*Amount spent
Opening Balance Specified Fund of Schedule to be spent during Closing Balance
during the year
VII within 6 Months the year
Nil Nil 700.60 700.60 Nil
210

Details in respect of excess amount spent for the financial year as per section 135 (5) of the Companies Act, 2013.
Amount required to be spent Amount spent during the

during the year year
Nil 700.60 700.62 Nil
Details in respect of ongoing projects for the financial year as per section 135 (5) of the Companies Act, 2013.
Amount spent during the

Opening Balance Amount Closing Balance
year
required to
Transferred to From
In Separate be spent From In Separate
Separate CSR Separate *with
with company CSR during the Company's CSR Unspent
CSR Company
Unspent A/c year bank A/c A/c
Unspent A/c
197.18 Nil 700.60 467.15 450.18 66.51 250.42 400.64
* Gross amount required to be spent for the year ended 31.03.2022 Rs.700.60 million against which the Board approved total CSR projects for amounting to Rs.700.60
million against which Rs. 450.18 million paid in the financial year and balancing Rs. 250.42 million CSR Unspent amount against ongoing projects for the financial year
is transferred to separate bank A/c on 29.04.2022. Whereas Gross amount required to be spent for the year ended 31 March 2021 Rs 612.30 million against which the
Board approved total CSR projects for amounting to Rs 612.83 million against which Rs 415.12 million paid in the financial year and balancing Rs 197.71 million CSR
Unspent amount against ongoing projects for the financial year is transferred to separate bank A/c on 30 April 2021
** Includes unspent amount for 2018-19 (Rs 173.32 Million), for 2019-20 (Rs 96.12 Million) and for 2020-21 (Rs 197.71 Million).
Additional requirement in pursuant to schedule III of the companies act 2013.
SI. As at As at
Particulars
No 31 March 2023 31 March 2022
(a) Amount required to be spent by the company during the year 913.10 700.60
(b) Amount of expenditure incurred, 913.10 700.60
(c) Shortfall at the end of the year, - -
(d) Total of previous years shortfall - -
(e) Reason for shortfall Not Applicable
(f) Nature of CSR activities Promoting Healthcare, Sanitation &
Education, Skill Development, Women
Empowerment and Measures for the
benefit of armed forces
(g) Details of related party transactions Not Applicable
(h) Movements in provision with respect to a liability incurred by entering into a contractual obligation during the year is as under:
Particulars Amount in Amount in
Million Million
Opening Balance 518.72 314.95
Add : Provisions made during the year 590.05 304.04
Add/Less : Adjustment of provision from the last previous years 96.1* (27.49)
Less : Provision withdrawn/Payment made during the year (181.02) (72.78)
Closing Balance 927.75 518.72
* The unspent amount of Rs. 96.11 million from a project in the year 2019-20 will be transferred to PM CARES due to the project being foreclosed on account of
the three-year period ending on 31.03.2023. Any remaining unspent amount, including interest, with the implementing agency upon final submission of reports or
documents will also be transferred to PM CARES.
211

Note 50: Interest on deposit & Investment includes Tax Deducted at Source amounting to Rs. 17.95 million for the year ended 31
March 2023 (31 March 2022: Rs 5.87 Millions). Ministry of Railways has also deducted tax at source amounting to Rs. 626.89 million
( 31 March 2022: Rs. Nil) on lease rentals.
Note 51: Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:
As at As at
Particulars
31 March 2023 31 March 2022
Principal amount remaining unpaid as at year end 9.80 10.02
Interest due thereon remaining unpaid as at year end - -
Interest paid by the company in terms of Section 16 of MSME Development Act, 2006 - -
along with the amount of the payment made to the supplier beyond the appointed day
during the year.
Interest due and payable for the period of delay in making payment but without adding - -
the interest specified under MSME Development Act, 2006.
Interest accrued and remaining unpaid as at year end. - -
Further interest remaining due and payable even in the succeeding years, until such - -
date when the interest due as above are actually paid to the small enterprises.
Note 52: In respect of physical verification of assets given on lease, Ministry of Railways (Lessee) is required to maintain the leased
assets in good working condition as per laid down norms, procedures and standards, as detailed & agreed in standard lease
agreement. In the opinion of the management, the aforesaid system is satisfactory considering the fact that the assets are maintained
and operated by the Central Government.
53.1 Related party disclosures

Related parties and their relationships
i. Transaction with Key Management personnel
Key Management Personnel
Relationship:
As on 31.03.2023
Designation Name Period

Chairman & Managing Director(CEO) Sh. Amitabh Banerjee (From 12 October 2019 to 15 October 2022)*
Chairman & Managing Director Ms. Shelly Verma (From 1 September 2020) **
(Addl. Charge ) (CEO) and Director - (From 15 October 2022 )*
Finance (CFO)
Govt Nominee Director Sh. Baldeo Purushartha (From 03 June 2020)
Govt Nominee Director Sh. Bhaskar Choradia (From 27 November 2020)
Non- Official Independent Director Sh. Vallabhbhai Maneklal Patel (From 10 November 2021)
Non- Official Independent Director Smt. Sheela Pandit (From 22 November 2021)
Company Secretary Sh. Vijay Babulal Shirode (From 9 March 2018)
*Ministry of Railways, Government of India vide its order No. 2018/E(O)II/40/19 dated 6th May, 2023 communicated following:-
i. Pre-mature termination of the services of Shri Amitabh Banerjee from the post of CMD, Indian Railway Finance Corporation Limited (IRFC) w.e.f. 15.10.2022 by
payment of 03 months’ salary in lieu of three months’ notice;
ii. ex-post facto approval for entrustment of the additional charge of the post of CMD, IRFC to Ms Shelly Verma, Director (Finance), IRFC due to divestment of the
charge of the regular incumbent i.e., Shri Amitabh Banerjee, for a period of one-year w.e.f. 15.10.2022 or until further orders, whichever is earlier.
** Ms. Shelly Verma was appointed as Director Finance on the IRFC Board on 1st September, 2020 vide MoR Order No. 2018/E(O)II/40/8 dated August 31, 2020.
Note: Mr. Sunil Kumar Goel has appointed as a CFO w.e.f 25th May 2023.
212

As on 31.03.2022
Designation Name Period

Chairman & Managing Director Sh. Amitabh Banerjee (From 12 October 2019)*
Director - Finance Ms. Shelly Verma (From 1 September 2020)
Govt Nominee Director Sh. Baldeo Purushartha (From 03 June 2020)
Govt Nominee Director Sh. Bhaskar Choradia (From 27 November 2020)
Non- Official Independent Director Sh. Ashok Kumar Singhal (From 20 July 2018 to 20 July 2021)**
Non- Official Independent Director Sh. Vallabhbhai Maneklal Patel (From 10 November 2021)
Non- Official Independent Director Smt. Sheela Pandit (From 22 November 2021)
Company Secretary Sh. Vijay Babulal Shirode (From 9 March 2018)
* Shri Amitabh Banerjee was appointed as Managing Director on the IRFC Board on 12th October, 2019. He took over the charge of Chairman & Managing Director
on the IRFC Board on 21st May, 2020.
** Sh. Ashok Kumar Singhal ceased to be Non official Independent Director of IRFC w.e.f 20th July 2021 due to completion of his tenure.
Transactions:
As at As at
Particulars
31 March 2023 31 March 2022
Salary/Allowances 10.77 14.13
Reimbursments 0.39 0.56
Incentives 6.25 5.63
Sitting Fees 1.54 0.82
Totals 18.96 21.14
ii. Details of significant transactions and outstanding balances with Ministry of Railways are as under
As at As at
Particulars
31 March 2023 31 March 2022
Lease Receivables 24,41,470.06 20,06,924.99
Project Infrastructure Asset under Finance Lease Arrangements-EBR-IF 13,25,044.50 15,09,946.57
Project Infrastructure Asset under Finance Lease Arrangements-EBR Special 6,28,381.41 5,40,173.59
Advance for National Project - 27,083.62
Interest accrued but not due on advance for railway project to be leased 2,15,156.96 1,45,867.60
Other (Payable) 1,60,955.03 (88,487.86)
Other Receivables 68,807.06 11,037.15
As at As at
Particulars
31 March 2023 31 March 2022
- Lease Income 1,63,439.90 1,30,035.96
- Pre-commencement Lease-interest income 68,904.19 66,373.60
213

53.2 Transaction with Government related entities
i. The Company is a Government related entity as 86.36% of equity shareholding of the Company is held by the President of
India through Ministry of Railways, Government of India. The Company is also related to Rail Vikas Nigam Limited and IRCON
International Limited which are also government related entities and with whom the Company has transactions. The Company has
exempted from disclosure in para 25 of Ind AS 24, 'Related Party Transactions' being a government related entity.
ii. Details of significant transactions with Rail Vikas Nigam Limited and IRCON International Limited.
As at As at
Particulars
31 March 2023 31 March 2022
- Closing Balances of Loan to Rail Vikas Nigam Ltd 53,416.47 56,216.00
- Closing Balances of Loan to IRCON International Ltd. 6,153.07 12,306.14
- Interest Income received thereon 5,860.28 6,392.05
- Interest Receivables 15,310.45 13,621.66
214

Note 54: Current and non current classification
As required by the paragraph 61 of Ind As 1, Presentation of financial statements, the classification into current and non current of line
item of assets and liabilities as in the balance sheet is as under:
a) Classification of balance sheet as at 31 March 2023
Particulars As at 31 March 2023

Line Item Amount Current Non-current
Assets
Financial Assets
Cash and cash equivalents 2,060.28 2,060.28 -
Bank balance other than (a) above 3,356.31 3,356.31 -
Derivative financial instruments 4,952.33 - 4,952.33
Loans -
- Loan to Railway Companies 59,331.26 9,925.90 49,405.36
- Lease receivables 24,41,470.06 1,78,505.12 22,62,964.94
Investments 136.64 - 136.64
Other financial assets 22,52,726.74 5,095.55 22,47,631.19
Total financial assets 47,64,033.62 1,98,943.16 45,65,090.46
Current tax assets (net) 3,680.23 3,680.23 -
Property, plant and equipment 126.50 - 126.50
Right of Use Assets 52.76 - 52.76
Other Intangible assets 12.63 - 12.63
Other non-financial assets 1,43,561.74 1,43,129.75 431.99
Total non-financial assets 1,47,433.86 1,46,809.98 623.88
Total Assets 49,11,467.48 3,45,753.14 45,65,714.34
Liabilities
Trade payable 131.61 131.61 -
Debt securities 21,60,942.33 1,63,752.00 19,97,190.33
Borrowings (other than debt securities) 20,28,350.25 76,022.80 19,52,327.45
Other financial liabilities 2,56,312.13 2,56,312.13 -
Total financial liabilities 44,54,865.52 4,96,256.23 39,58,609.29
Non-financial liabilities
Provisions 1,048.02 0.95 1,047.07
Other non-financial liabilities 850.77 850.77 -
Total non-financial liabilities 1,898.79 851.72 1,047.07
Total liabilities 44,56,764.31 4,97,107.95 39,59,656.36
Equity
Equity share capital 1,30,685.06 - 1,30,685.06
Other equity 3,24,018.11 - 3,24,018.11
Total equity 4,54,703.17 - 4,54,703.17
Total Liabilities and Equity 49,11,467.48 4,97,107.95 44,14,359.53
215

b) Classification of balance sheet as at 31 March 2022
Particulars As at 31 March 2022

Line Item Amount Current Non-current
Assets
Financial Assets
Cash and cash equivalents 1,464.92 1,464.92 -
Bank balance other than (a) above 1,568.84 1,568.84 -
Loans
- Loan to Railway Companies 68,248.05 8,916.78 59,331.27
- Lease receivables 20,06,924.99 1,53,821.41 18,53,103.58
Investments 100.03 2.92 97.11
Other financial assets 22,47,779.18 7,452.73 22,40,326.45
Total financial assets 43,28,109.26 1,73,227.60 41,54,881.66
Current tax assets (net) 6,373.08 6,373.08 -
Property, plant and equipment 138.86 - 138.86
Right of Use Assets 224.25 - 224.25
Other Intangible assets 16.51 - 16.51
Other non-financial assets 1,64,940.28 1,64,904.94 35.34
Total non-financial assets 1,71,692.98 1,71,278.02 414.96
Total Assets 44,99,802.24 3,44,505.62 41,55,296.62
Liabilities
Trade payable 245.71 245.71 -
Debt securities 19,41,749.53 59,429.90 18,82,319.63
Borrowings (other than debt securities) 19,42,416.65 1,04,847.35 18,37,569.30
Other financial liabilities 1,94,251.96 1,86,806.94 7,445.02
Total financial liabilities 40,84,566.70 3,51,451.95 37,33,114.75
Non-financial liabilities
Provisions 535.71 519.66 16.05
Other non-financial liabilities 4,736.43 4,736.43 -
Total non-financial liabilities 5,272.14 5,256.09 16.05
Total liabilities 40,89,838.84 3,56,708.04 37,33,130.80
Equity
Equity share capital 1,30,685.06 - 1,30,685.06
Other equity 2,79,278.34 - 2,79,278.34
Total equity 4,09,963.40 - 4,09,963.40
Total Liabilities and Equity 44,99,802.24 3,56,708.04 41,43,094.20
For the purpose of this note:-

i) The Company classifies an assets as current when,
- It expects to realise the asset, or intends to sell or consume it, in its normal operating cycle;
- It holds the asset primarily for the purpose of trading;
- It expects to realise the asset within twelve months after the reporting period or;
216

- The asset is cash or a cash equivalents (as defined in Ind AS 7) unless the asset is restricted from being exchanged or
used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non current.
ii) The Company classifies a liability as current when,
- It expects to settle the liability in its normal operating cycle;
- It holds the liability primarily for the purpose of trading;
- The liability is due to be settled within twelve months after the reporting period or;
- It does not have an unconditional right to defer settlements of the liability for at least twelve months after the reporting
period (see paragraph 73). Terms of a liability that could at the option of the counterparty, result in its settlement by the
issue of equity instruments do not affects its classification.
All other liabilities are classified as non current.
Note No. 55: Additional Regulatory Information
(i) The company holds Office building including parking area which has been capitalised from the date of taking possession.
However, the sale/transfer deed is still pending for execution in favour of the Company. The required details are as under:
Whether title deed

Reason for
Relevant holder is promoter,
Gross Title deeds Property not being
Sl. line item in director or relative # Description of item
carrying held in the held since held in the
No. the Balance of promoter/director or of property
value name of which date name of the
sheet employee of promoter/
company**
director
(a) Property, 112.32 MMTC No Upper Ground Floor, April 11, 2002 Required
Plant and Limited East Tower, NBCC permission
Equipment* and NBCC Place, Pragati Vihar, of the
Limited Lodhi Road, New Government
Delhi-110003
*Stamp duty payable on the registration of office building works out to about Rs. 9.15 millions( as certified by approved valuer) ( 31 March 2021: Rs. 9.15 millions)
which will be accounted for on registration.
217

(ii) The company does not hold any Investment Property in its books of accounts, so fair valuation of investment property is not
applicable.
(iii) During the year the company has not revalued any of its Property, plant and equipment.
(iv) During the year, the company has not revalued any of its Intangible assets.
(v) The company has not granted any loans or advances to promoters, directors, KMP's and the related parties that are repayable on
demand or without specifying any terms or period of repayment.
(vi) The company does not hold any Capital Work-in-Progress in its books of accounts, so ageing of Capital Work-in-Progress is not
applicable.
(vii) The company does not hold any Intangible Assets under Development in its books of accounts, so ageing of Intangible Assets
under Development is not applicable.
(viii) No proceedings have been initiated or pending against the company under the Benami Transactions (Prohibition) Act,1988.
(ix) The quarterly returns / statement of current assets filed by the company with banks / financial institutions are in agreement with the
books of accounts.
(x) The company has not been declared as a wilful defaulter by any bank or financial institution or any other lender.
(xi) Relationship with Struck off Companies
Name of Balance outstanding at Relationship with the

Si. Nature of Transactions
Struck off the end of the year as at Struck off company, if any,
No. transactions during the year
Company March 31, 2022 to be disclosed
There is no transaction and outstanding balances with struck off companies
(xii) The company has no cases of any charges or satisfaction yet to be registered with ROC beyond the statutory time limits.
(xiii) There is no investment made by the company involving layers as per provisions of clause (87) of section 2 of the Act read with the
Companies (Restriction on number of Layers) Rules, 2017 hence are not applicable to the company as per Section 2(45) of the
Companies Act,2013.
218
(xiv) Analytical Ratios
Reason for Variance

Ratio Numerator Denominator FY 2022-23 FY 2021-22 % Variance
(if more than 25%)
Capital to risk- Total Capital Fund Risk weighted assets along-with adjusted value of off 512.02% 439.73% -16.44 Not Applicable
weighted asset ratio balance sheet items
Tier I CRAR Capital Fund-Tier I 512.02% 439.73% -16.44 Not Applicable
Tier II CRAR Capital Fund-Tier II 0.00% 0.00% - Not Applicable
Liquidity Coverage High Quality Liquid Total Net Cash Outflows 2.81% 0.50% -461.01 Refer to note below*
Ratio with total Assets (HQLA) (Weighted Value of Total Cash Outflows(-) Minimum of
Weighted value (Weighted Value Total Cash Inflows, 75% of Weighted
Value of Total Cash Outflows)
Liquidity Coverage High Quality Liquid Total Net Cash Outflows 0.00% 0.58% 100.00 Refer to note below*
Ratio with total Assets (HQLA) (Unweighted Value of Total Cash Outflows(-) Minimum
Unweighted value of (Unweighted Value Total Cash Inflows, 75% Of
Unweighted Value of Total Cash Outflows)
Note: RBI vide its liquidity framework dated 04th November, 2019 has stipulated the implementation of liquidity coverage ratio (LCR) for non-deposit taking NBFCs with
asset size of more than Rs. 10,000 crore w.e.f. 01 December, 2020. LCR aims to ensure that company has an adequate stock of unencumbered High-Quality Liquid
Assets (HQLA) that can be converted into cash easily and immediately to meet its liquidity needs for a 30 calendar day liquidity stress scenario.
However with reference to the RBI's letter no. S62/21.07.007/2021/22 dated April 26, 2021, IRFC is exempted from applicability of Liquidity Coverage Ratio (LCR) Norms.
(xv) No scheme of Arrangements has been approved by competent authority in terms of sections 230 to 237 of the Companies Act,2013 in respect of the Company.
(xvi) The company has not provided nor taken any loan or advance to/from any other person or entity with the understanding that benefit of the transaction will go to a
third party, the ultimate beneficiary.
(xvii) The Company records all the transaction in the books of accounts properly and has no undisclosed income during the year or in previous years in the tax
assessments under the Income Tax Act, 1961.
(xviii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
219

Note 56 SCHEDULE TO THE BALANCE SHEET OF A NON-BANKING FINANCIAL COMPANY AS REQUIRED BY

PARA 19 UNDER MASTER DIRECTION - NON-BANKING FINANCIAL COMPANY - SYSTEMICALLY IMPORTANT
NON-DEPOSIT TAKING COMPANY AND DEPOSIT TAKING COMPANY (RESERVE BANK) DIRECTIONS, 2016
(a)
S.
Particulars Amount Amount Amount Amount
No.
Outstanding Overdue Outstanding Overdue
Liabilities Side:
1) Loans and advances availed by the NBFC inclusive of
interest accrued thereon but not paid :
(a) Debentures/ Bonds :
- Secured 12,02,066.94 - 12,44,110.82 -
- Unsecured 9,58,875.39 - 6,97,638.71 -
(b) Deferred Credits - - - -
(c) Term Loans 20,28,350.25 - 19,42,416.65 -
(d) Inter-corporate loans and Other Borrowings - - - -
(e) Commercial Paper - - - -
(f) Public Deposits - - - -
(g) Fixed Deposits accepted from Corporates - - - -
(h) FCNR Loans - - - -
(i) External Commercial Borrowings - - - -
(j) Associated liabilities in respect of securitization transactions - - - -
(k) Subordinate debt (including NCDs issued through Public issue) - - - -
(l) Other Short Term Loans and credit facilities from banks - - - -
2) Break-up of (1) (f) above (Outstanding public deposits
inclusive of interest accrued thereon but not paid):
(a) In the form of Unsecured debentures - - - - -
(b) In the form of partly secured debentures i.e. Debentures - - - -
where there is a shortfall in the value of security
(c) Other public deposits - - - -
Asset side:
3) Break-up of Loans and Advances including bills receivables
[other than those included in (4) below] :
(a) Secured - - - -
(b) Unsecured 24,72,925.43 - 23,15,923.75 -
4) Break up of Leased Assets and stock on hire and
hypothecation loans counting towards AFC activities :
(i) Lease assets including lease rentals under sundry debtors :
(a) Financial lease 24,41,470.06 - 20,06,924.99 -
(b) Operating lease - - - -
(ii) Stock on hire including hire charges under sundry debtors :
(a) Assets on hire - - - -
(b) Repossessed Assets - - - -
(iii) Other loans counting towards AFC activities:
(a) Loans where assets have been repossessed - - - -
(b) Loans other than (a) above - - - -
220


S.
Particulars Amount Amount Amount Amount
No.
Outstanding Overdue Outstanding Overdue
5) Break-up of Investments :
Current Investments :
1. Quoted :
(i) Shares:(a) Equity - - - -
(b) Preference - - - -
(ii) Debentures and Bonds - - - -
(iii) Units of mutual funds - - - -
(iv) Government Securities - - - -
2. Unquoted :
(v) Investments in Pass Through Certificates under - - - -
securitization transactions
(vi) Commercial Papers - - - -
(vii) Investments in Pass Through Certificates under - - - -
Long Term Investments :
1. Quoted :
(i) Shares:(a) Equity 136.64 - 97.11 -
2. Unquoted :
(v) Investments in Pass Through Certificates under - - 2.93 -
221
222
(b) Disclosures of Restructured accounts during the year
Others
Si.
Asset Classification Sub-
No. Standard Doubtful Loss Total
Standard
1 Restructured Accounts as on 1 April 2021 No. of borrowers - - - - -
Amount outstanding - - - - -
Provision thereon - - - - -
2 Fresh restructuring during the year No. of borrowers - - - - -
3 Upgradations No. of borrowers - - - - -
4 Restructured standard advances which cease to attract No. of borrowers - - - - -
higher provisioning and / or additional risk weight at the end
of the year and hence need not be shown as restructured
standard advances at the beginning of the next year
5 Down gradations of restructured accounts during the year No. of borrowers - - - - -
6 Write-offs of restructured accounts during the year No. of borrowers - - - - -
7 Restructured Accounts as on 31 March 2022 No. of borrowers - - - - -

(c) Investments
As at As at
Particulars
31 March 2023 31 March 2022
1 Value of investments
i Gross value of investments
(a) In India 136.64 100.04
(b) Outside India - -
ii Provisions for depreciation
(a) In India - 0.01
iii Net value of investments
(a) In India 136.64 100.03
2 Movement of provisions held towards depreciation on investments
i Opening balance 0.01 0.05
ii Add: Provisions made during the year (0.01) (0.04)
iii Less: Write-off/ write-back of excess provisions during the year - -
iv Closing balance - 0.01
(d): Derivatives
A) Forward rate agreement/ Interest rate swap
As at As at
Particulars
31 March 2023 31 March 2022
i The notional principal of swap agreements 48,787.92 45,006.37
ii Losses which would be incurred if counterparties failed to fulfil their obligations 4,364.63 2,023.25
under the agreements
iii Collateral required by the NBFC upon entering into swaps - -
iv Concentration of credit risk arising from the swaps - -
v The fair value of the swap book (1,710.11) (2,712.77)
B) Exchange Traded Interest Rate (IR) Derivatives
As at As at
Particulars
31 March 2023 31 March 2022
i Notional Principal amount of exchange traded IR Derivatives undertaken during - -
the year
ii Notional Principal amount of exchange traded IR Derivatives Outstanding - -
iii Notional Principal amount of exchange traded IR Derivatives Outstanding and - -
not highly effective
iv Mark to Market Value of exchange traded IR Derivatives outstanding and not - -
highly effective
223

C) Risk Exposure in Derivatives (currency and interest rate derivatives)
Qualitative disclosure
The Company enters into derivatives for the purpose of hedging and not for trading/speculation purposes.
The Company has framed a risk management policy duly approved by the board in respect of its External Commercial Borrowings
(ECBs). A risk management committee comprising the Managing Director and Director Finance has been formed to monitor,
analyse and control the currency and interest rate risk in respect of ECBs.
The Company avails various derivative products like currency forwards, Cross Currency swap, Interest rate swap etc. for hedging
the risks associated with its ECBs.
Quantitative disclosures
As at 31 March 2023
Cross Currency
Currency Interest rate
Particulars & Interest Rate Total
derivatives derivatives
Derivatives
i Derivatives ( notional principal amount) 74,957.53 33,683.09 15,104.84 1,23,745.45
For hedging -
ii Marked to market positions -
a) Asset - 1,037.56 1,037.56
b) Liability 2,410.38 2,747.66 - 5,158.04
iii Credit exposure 8,333.45 7,624.29 1,188.60 17,146.34
iv Unhedged exposure 6,42,429.79 6,83,704.24 6,08,746.70
As at 31 March 2022
Cross Currency
Currency Interest rate
Particulars & Interest Rate Total
derivatives derivatives
Derivatives
i Derivatives ( notional principal amount) 44,122.23 31,072.31 13,934.06 89,128.60
For hedging
ii Marked to market positions
a) Asset - - 411.09 411.09
b) Liability 933.31 3,123.86 - 4,057.17
iii Credit exposure 4,612.03 5,576.30 550.43 10,738.76
iv Unhedged exposure 6,38,910.83 - 6,43,663.38 6,07,838.52
224

D) Derivative Instruments
The Company judiciously contracts financial derivative instruments in order to hedge currency and / or interest rate risk. All
derivative transactions contracted by the Company are in the nature of hedging instruments with a defined underlying liability. The
Company does not deploy any financial derivative for speculative or trading purposes.
(a) The Company uses foreign currency forward contracts to hedge its risk associated with foreign currency fluctuations in
respect its External Commercial Borrowings.
Outstanding foreign exchange forward contracts entered into by the Company which have been used for hedging the foreign
currency risk on repayment of external commercial borrowings (principal portion):

Borrowing Borrowing
INR INR
No. of outstanding in No. of outstanding in
Currency equivalent Currency equivalent
Contracts foreign Currency Contracts foreign Currency
(million) (million)
(USD/JPY Million) (USD Million)
8 400.00 USD 33,028.00 4 200.00 USD 15,234.00
11 32,856.00 JPY 20,535.00 11 32,856.00 JPY 20,590.86
5 26,231.25 JPY 16,394.53
4 8,000.00 JPY 5,000.00
(b) In respect of following External Commercial Borrowings, the Company has executed cross currency swap to hedge the
foreign exchange exposure in respect of both principal outstanding and interest payments and converted its
underlying liability from one foreign currency to another:

Borrowing Notional Borrowing Notional
No. of No. of Remarks
outstanding in USD outstanding in USD
Contracts Contracts
foreign Currency equivalent foreign Currency equivalent
1 JPY 12000 Million 145.90 1 JPY 12000 Million 145.90 Back to back recovery of INR/
Million Million USD exchanges rate variation
from MOR.
1 JPY 3000 Million 37.04 1 JPY 3000 Million 37.04 Back to back recovery of INR/
Million Million USD exchange rate variation
from MOR.
1 USD 25 Million 25 Million 1 USD 25 Million 25 Million Back to back recovery of INR/
USD exchange rate variation
from MOR.
from MOR.
from MOR.
225


Borrowing Notional Borrowing Notional
No. of No. of Remarks
outstanding in USD outstanding in USD
Contracts Contracts
foreign Currency equivalent foreign Currency equivalent
from MOR.
from MOR.
from MOR.
from MOR.
from MOR.
from MOR.
(c ) The foreign currency borrowings which have not been hedged, are as follows:

No of Borrowing outstanding in No of Borrowing outstanding Remarks
Contracts foreign currency Contracts in foreign currency
1 REG S/144A GREEN BONDS 1 REG S/144A GREEN
USD 500 MILLION Jan 2022 BONDS USD 500
MILLION Jan 2022
1 USD 500 Million 1 USD 500 Million
1 USD 100 million 1 USD 500 Million
1 USD 700 Million 1 USD 700 Million Back to back recovery of
1 USD 75 Million 1 USD 75 Million exchange rate variation from MOR.
1 JPY 25,189 million 1 JPY 33,189 million
(Equivalent to USD 300 Million) (Equivalent to USD 300
Million)
1 USD 1 Billion 1 USD 1 Billion
1 USD 2 Billion 1 USD 2 Billion
226


No of Borrowing outstanding in No of Borrowing outstanding Remarks
Contracts foreign currency Contracts in foreign currency
1 JPY 35,400.63 Million 1 JPY 35,400.63 Million
(Equivalent to USD 325 Million) (Equivalent to USD 325
Million)
1 SYND GREEN FCL JPY EQ. 1 SYND GREEN FCL JPY
USD 400M MAR'22 EQ. USD 400M MAR'22
1 SYND GREEN FCL JPY EQ. 1 SYND GREEN FCL JPY
USD 700M MAR'22 EQ. USD 700M MAR'22
1 JPY 26,231.25 Million
(Equivalent to USD 250
Million)
(d) Other than currency forward contracts, the Company also resorts to interest rate derivatives like Cross Currency Interest
Rate Swap and Interest Rate Swap for hedging the interest rate risk associated with its external commercial borrowings.
The Company recognizes these derivatives in its Financial Statements at their Fair Values. Further, in view of the fact that these
derivatives are Over the Counter (OTC) contracts customized to match the residual tenor and value of the underlying liability, the
Company relies on the valuations done by the counter parties to the derivative transactions using the theoretical valuation models.
Fair Value Asset Fair Value Asset

No. of
Description of Derivative Notional Principal / (liability) at / (liability) at
transaction
31 March 2023 31 March 2022
2 Cross Currency Interest Rate Swap JPY 12 Bn. / USD Mio 145.90; (6,074.73) (4,736.02)
(JPY Fixed Interest Rate Liability to JPY 3 Bn. / USD Mio 37.04
USD Floating Rate Liability)
2 Foreign Currency Interest Rate Swap JPY 12 Bn. / USD Mio 145.90; 1,037.56 411.09
(Floating Rate USD Libor to Fixed Rate ) JPY 3 Bn. / USD Mio 37.04
1 Cross Currency Interest Rate Swap USD 25 Million 411.35 220.42
(USD Floating to INR Fixed)
227

(e) Securitization/Assignments
The Company has not entered into any securitization transaction during the year. However, the Company had entered into two
securitization transactions in respect of its lease receivables from MoR on 25 January 2010 and 24 March 2011. As per IND
AS 109, financial instruments, the gain on these transactions was recognised in the year of transactions, itself.

A) Securitization of Minimum Retention Requirement
In terms of the Minimum Retention Requirement (MRR) as contained in the draft guidelines issued by RBI in April
2010, the Company had invested 5% of the total securitized amount towards MMR in respect of its second securitization
transaction executed in 2011. The present exposure on account of securitization transaction at 31 March 2023 is Rs. Nil
(31 March 2022: Rs. 2.93 millions). The details are as below:In terms of the Minimum Retention Requirement (MRR)
as contained in the draft guidelines issued by RBI in April 2010, the Company had invested 5% of the total securitized
amount towards MMR in respect of its second securitization transaction executed in 2011. The present exposure on
account of securitization transaction at 31 March 2023 is Rs. Nil millions (31 March 2022: Rs. 2.93 millions). The details
are as below:
As at As at
Particulars
31 March 2023 31 March 2022
1 No. of SPVs sponsored by the NBFC for securitisation transactions - 2
2 Total amount of securitised asset as per books of the SPVs sponsored - 75.90
3 Total amount of exposures retained by the NBFC to comply with MRR as - 2.93
on the date of balance sheet *
a) Off-balance sheet exposures
First loss - -
Others - 2.93
b) On-balance sheet exposures -
First loss - -
Others - -
4 Amount of exposures to securitisation transactions other than MRR NIL NIL
* Impairment loss as per Ind AS 109 has been made for an amount of Rs. Nil million for the year ended 31 March 2023 (31 March 2022: Rs. (0.01 million)
B) Detail of financial assets sold to securitisation/reconstruction company for asset reconstruction
Company has not sold any financial assets to Securitization / Reconstruction Company for asset construction
during the year ended on 31 March 2023. (31 March 2022: Rs. NIL).
C) Detail of assignments transection undertaken by company
Company has not undertaken any assignment transaction during the year ended on 31 March 2023. (31 March 2022: Rs. NIL,).
(f) Details of non-Performing financial assets purchased or sold
Company has neither purchased nor sold any non-performing financial assets during the year ended on 31 March 2023.
(31 March 2022: Rs. NIL)
228

(g) Exposures
(I): Exposure to real Estate sector
The Company does not have any exposure to real estate sector.
(II): Exposure to capital market
As at As at
Particulars
31 March 2023 31 March 2022
i Direct investment in equity shares, convertible bonds, convertible
debentures and units of equity-oriented mutual funds the corpus of which
is not exclusively invested in corporate debt (includes investment in fully
convertible preference shares
- At Cost 19.99 19.99
- At Fair Value 136.64 97.11
ii Advances against shares / bonds / debentures or other securities or - -
on clean basis to individuals for investment in shares (including IPOs /
ESOPs), convertible bonds, convertible debentures, and units of equity-
oriented mutual funds
iii Advances for any other purposes where shares or convertible bonds or - -
convertible debentures or units of equity oriented mutual funds are taken
as primary security
iv Advances for any other purposes to the extent secured by the collateral - -
security of shares or convertible bonds or convertible debentures or
units of equity oriented mutual funds i.e. where the primary security other
than shares / convertible bonds / convertible debentures / units of equity
oriented mutual funds 'does not fully cover the advances (excluding loans
where security creation is under process)
v Secured and unsecured advances to stockbrokers and guarantees issued - -
on behalf of stockbrokers and market makers
vi Loans sanctioned to corporates against the security of shares/ bonds / - -
debentures or other securities or on clean basis for meeting promoters
contribution to the equity of new companies in anticipation of raising
resources
vii Bridge loans to companies against expected equity flows / issues - -
viii Underwriting commitments taken up by the NBFCs in respect of primary - -
issue of shares or convertible bonds or convertible debentures or units of
equity oriented mutual funds
ix Financing to stockbrokers for margin trading - -
x All exposures to Alternative Investment Funds: - -
(i) Category I
(ii) Category II
(iii) Category III
xi All exposures to Venture Capital Funds (both registered and unregistered) - -
Total exposure to capital market 136.64 97.11
229

(h) Details of financing of parent company product
The company has no parent company hence this detail is not applicable to company.
(i) Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the NBFC
The Reserve Bank of India has issued Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2015 vide notification no.DNBR.009/CGM(CDS)-2015 dated 27th
March 2015. The Company, being a Government Company, these Directions, except the provisions contained in Paragraph
25 thereof, are not applicable to the Company.
(j) Details of unsecured loans, advances, lease income and interest income receivables
The outstanding amounts against unsecured loans, advances & lease receivables are as under:
As at As at
Particulars
31 March 2023 31 March 2022
Ministry of Railways, Government of India
- Lease receivables 24,41,470.06 20,06,924.99
- Other receivables/(payables) - -
Rail Vikas Nigam Limited, a wholly owned entity of Ministry of Railways, Govt. of India 53,416.47 56,216.00
IRCON International Limited 6,153.07 12,306.14
Interest accrued thereon( RVNL & IRCON) 15,310.45 13,621.66
Total 25,16,350.05 20,89,068.79
(k) Registration obtained from other financial regulator sector
As at As at
Particulars
31 March 2023 31 March 2022
Registration obtained from other financial sector regulators NIL NIL
(l) Disclosure of penalties imposed by RBI and other financial regulator
As at As at
Particulars
31 March 2023 31 March 2022
Disclosure of Penalties imposed by RBI and other regulators NIL NIL
(m) Related Party Transections
For Related party transactions, refer note no. 53 of the financial statements
(n) Remuneration of Directors
For Remuneration of directors, refer note no. 53 of the financial statements
230

(o) Ratings assigned by credit rating agencies and migration of ratings during the year
a. Rating assigned by credit rating agencies and migration of ratings during the year:
As at As at
S.No Rating Agencies
31 March 2023 31 March 2022
Long Term Rating
1 CRISIL CRISIL AAA / CRISIL AAA /
Stable Stable
2 ICRA ICRA AAA / Stable ICRA AAA / Stable
3 CARE CARE AAA / CARE AAA /
Stable Stable
Short Term Rating
1 CRISIL CRISIL A1+ CRISIL A1+
2 ICRA ICRA A1+ ICRA A1+
3 CARE CARE A1+ CARE A1+
b. Long term foreign currency issuer rating assigned to the Company
As at As at
S.No Rating Agency
31 March 2023 31 March 2022
Long Term Rating
1 Fitch Rating BBB-/ Stable BBB-/ Negative
2 Standard & Poor BBB-/ Stable BBB-/ Stable
3 Moody's Baa3/Stable Baa3/Negative
4 Japanese Credit Rating Agency BBB+/Stable BBB+/Stable
(p) Revenue Recognition
Refer accounting policy in note no. 2 for Significant Accounting Policies.
(q) Provisions & Contingencies
As at As at
Particulars
31 March 2023 31 March 2022
Provisions and Contingencies Refer Note 34 Refer Note 34
(r) Draw-Down from Reserves
As at As at
Particulars
31 March 2023 31 March 2022
Drawn down from reserves NIL NIL
231

(s) Concentration of advances, exposures and NPAs
(I) Concentration of Deposits
As at As at
Particulars
31 March 2023 31 March 2022
Concentration of Deposits (for deposit taking NBFCs) Company is a non Company is a non
deposit accepting deposit accepting
NBFC NBFC
(II) Concentration of advances
As at As at
Particulars
31 March 2023 31 March 2022
Total advances to twenty largest borrowers 44,54,227.23 41,52,376.82
Percentage of advances to twenty largest borrowers to total advances of 100% 100%
the NBFC
(III) Concentration of exposures
As at As at
Particulars
31 March 2023 31 March 2022
Total exposure to twenty largest borrowers/ customers 44,54,363.87 41,52,473.93
Percentage of exposure to twenty largest borrowers/ customers to total 100% 100%
exposure of the NBFC on borrowers/customers
(IV) Concentration of NPAs NIL NIL
(V) Sector-wise NPAs NIL NIL
(VI)Movement of NPAs NIL NIL
(VII): Disclosure of complaints
Investor complaints
As at As at
Particulars
31 March 2023 31 March 2022
(a) No. of complaints pending at the beginning of the year - -
(b) No. of complaints received during the year 2,486 2,641
(c) No. of complaints redressed during the year 2,486 2,641
(d) No. of complaints pending at the end of the year - -
Note: The above figure includes complaints lodged by Equity Shareholders also post listing of the Company.

(t) Overseas Assets NIL NIL
(u) Off-balance sheet SPVs sponsored NIL NIL
(v) There are been no fraud reported during the year ended 31 March 2023 and 31 March 2022.
232

w) Borrower group-wise classification assets financed

Category Amount of Net provision Amount of Net provision
Secured Unsecured Total Secured Unsecured Total
1. Related Parties
(a) Subsidiaries - - - - - -
(b) Companies in the same group - - - - - -
(c) Other related parties - 49,14,395.49 49,14,395.49 - 43,22,848.74 43,22,848.74
2. Other than related parties - - - - -
Total - 49,14,395.49 49,14,395.49 - 43,22,848.74 43,22,848.74
Investor group-wise classification of all investments ( current and long term ) in shares and securities ( both quoted
and unquoted ):

Market value/ Book value Market value/ Book value
Category
Break up/or fair ( net of Break up/or fair ( net of
value of NAV provision) value of NAV provision)
1. Related Parties
(a) Subsidiaries - - - -
(b) Companies in the same group - - - -
(c) Other related parties 136.64 136.64 97.11 97.11
2. Other than related parties - - 2.93 2.92
Total 136.64 136.64 100.04 100.03
Other information:
As at As at
Particulars
31 March 2023 31 March 2022
i) Gross Non-Performing Assets:
(a) Related parties - -
(b) Other than related parties - -
ii) Net Non-Performing Assets:
(a) Related parties - -
(b) Other than related parties - -
iii) Assets acquired in satisfaction of debt: - -
(x) Asset liability management maturity pattern of certain items of Assets and Liabilities
Refer financial instrument notes 38.9
233

Note 57 DISCLOSURE AS REQUIRED UNDER RBI NOTIFICATION NO. RBI/2019-20/170 DOR (NBFC).CC
.PD .NO .109/22.10.106/2019-20 DATED 13 MARCH 2020 ON IMPLEMENTATION OF INDIAN ACCOUNTING
STANDARDS
(i) A comparison between provisions required under extant prudential norms on Income Recognition, Asset Classification and
Provisioning (IRACP) and impairment allowances made under Ind AS 109 for the year ended 31 March 2023
Loss Difference
Gross Provisions
Asset Allowances between
Carrying required
Asset Classification as per classification (Provisions) Net Carrying Ind AS 109
Amount as as
RBI Norms as per Ind as required Amount provisions
per per IRACP
AS 109 under Ind AS and IRACP
Ind AS norms
109 norms
(1) (2) (3) (4) (5)=(3)-(4) (6) (7)=(4)-(6)
Performing Assets
Standard * Stage 1 25,16,486.69 299.52 25,16,187.17 299.52 -
Stage 2 - - - - -
Subtotal for standard 25,16,486.69 299.52 25,16,187.17 299.52 -
Non-Performing Assets (NPA)
Substandard Stage 3
Doubtful - up to 1 year Stage 3 - - - - -
1 to 3 years Stage 3 - - - - -
More than 3 years Stage 3 - - - - -
Subtotal for doubtful
Loss Stage 3
Subtotal for NPA - - - - -
Other items such as guarantees, Stage 1 - - - - -
loan commitments, etc. which
are in the scope of Ind AS 109
but not covered under current
Income Recognition, Asset
Classification and Provisioning
(IRACP) norms
Stage 2
Stage 3
Subtotal - - - - -
Total Stage 1 25,16,486.69 299.52 25,16,187.17 299.52 -
Stage 2 - - - -
Stage 3 - - - - -
Total 25,16,486.69 299.52 25,16,187.17 299.52 -
* Standard assets includes amount recoverable from ministry of railways being due from sovereign. The Reserve Bank of India has granted exemption to the Company
in respect of classification of asset, provisioning norms and credit concentration norms to the extent of direct exposure to sovereign (refer note no. 42(a) (i))
234

(ii) A comparison between provisions required under extant prudential norms on Income Recognition, Asset Classification and
Provisioning (IRACP) and impairment allowances made under Ind AS 109 for the year ended 31 March 2022
Loss Difference
Gross
Asset Allowances Provisions between
Carrying
Asset Classification as per classification (Provisions) Net Carrying required as Ind AS 109
Amount as
RBI Norms as per Ind as required Amount per IRACP provisions
per
AS 109 under Ind AS norms and IRACP
Ind AS
109 norms
(1) (2) (3) (4) (5)=(3)-(4) (6) (7)=(4)-(6)
Performing Assets
Standard * Stage 1 20,89,173.93 328.61 20,88,845.32 328.61 -
Stage 2 - - - - -
Subtotal for standard 20,89,173.93 328.61 20,88,845.32 328.61 -
Non-Performing Assets (NPA)
Substandard Stage 3
Doubtful - up to 1 year Stage 3 - - - - -
1 to 3 years Stage 3 - - - - -
More than 3 years Stage 3 - - - - -
Subtotal for doubtful
Loss Stage 3
Subtotal for NPA - - - - -
Other items suchas guarantees, Stage 1 - - - - -
loan commitments, etc. which
are in the scope of Ind AS 109
but not covered under current
Income Recognition, Asset
Classification and Provisioning
(IRACP) norms
Stage 2
Stage 3
Subtotal - - - - -
Total Stage 1 20,89,173.93 328.61 20,88,845.32 328.61 -
Stage 2 - - - -
Stage 3 - - - - -
Total 20,89,173.93 328.61 20,88,845.32 328.61 -
* Standard assets includes amount recoverable from ministry of railways being due from sovereign. The Reserve Bank of India has granted exemption to the Company
in respect of classification of asset, provisioning norms and credit concentration norms to the extent of direct exposure to sovereign (refer note no. 42(a) (i))
235

Since the total impairment allowances under Ind AS 109 is equal to the total provisioning required under IRACP (including standard
asset provisioning) as at 31 March 2023, no amount is required to be transferred to ‘Impairment Reserve’. The gross carrying
amount of asset as per Ind AS 109 and Loss allowances (Provisions) thereon includes interest accrual on net carrying value of
stage - 3 assets as permitted under Ind AS 109. While, the provisions required as per IRACP norms does not include any such
interest as interest accrual on NPAs is not permitted under IRACP norms.
The balance in the ‘Impairment Reserve’ (as and when created) shall not be reckoned for regulatory capital. Further, no withdrawals
shall be permitted from this reserve without prior permission from the Department of Supervision, RBI.
(ii) In terms of recommendations as per above referred notification, the Company has adopted the same definition of
default for accounting purposes as guided by the definition used for regulatory purposes.
As at 31 March 2023, there are no loan accounts that are past due beyond 90 days but not treated as impaired.
Note 58 DISCLOSURES AS REQUIRED UNDER COVID 19 REGULATORY PACKAGE - ASSET

CLASSIFICATION AND PROVISIONING ISSUED BY RBI VIDE NOTIFICATION NO. RBI/2019-20/220 DOR.No.
BO.BC.63/21/04.048/2019 -20 DATED 17 APRIL 2020
As at As at
S.no Particulars
31 March 2023 31 March 2022
i Respective amounts in SMA / overdue categories, where the moratorium / Nil Nil
deferment was extended in terms of paragraph 2 & 3 of the aforesaid notification
ii Respective amount where asset classification benefit is extended Nil Nil
iii Provisions made during the year 2021-22 Nil Nil
iv. Provisions adjusted during the respective accounting periods against slippages Nil Nil
and residual provisions in terms of paragraph 6 of the aforesaid notification
Note 59 DISCLOSURES AS REQUIRED UNDER GUIDELINES ON LIQUIDITY RISK MANAGEMENT

FRAMEWORK FOR NBFCS ISSUED BY RBI VIDE NOTIFICATION NO. RBI/2019-20/88 DOR.NBFC (PD) CC.
NO. 102 /03.10.001/2019-20 DATED 4 NOVEMBER 2019
Public Disclosures on Liquidity Risk:
A. Funding Concentration based on significant counterparty
As at As at
Particulars
31 March 2023 31 March 2022
Number of Significant Counterparties* 20.00 21.00
Amount in (Millions) 21,12,977.08 21,31,682.58
Percentage of Funding Concentration of Total Deposits - -
Percentage of Funding Concentration of Total Liabilities 47.41% 52.12%
*Significant counterparty/significant instrument/product is defined as a single counterparty or group of connected or affiliated counter parties accounting in aggregate
for more than 1% of the total liabilities.
As per RBI Notification No. RBI/2019-20/88 DOR.NBFC (PD) CC. NO. 102 /03.10.001/2019-20 DATED 4 November 2019 A
“Significant counterparty” is defined as a single counterparty or group of connected or affiliated counterparties accounting in
aggregate for more than 1% of the NBFC-NDSI's, NBFC-Ds total liabilities and 10% for other non-deposit taking NBFCs
236

B. Top 10 Borrowings
As at As at
Particulars
31 March 2023 31 March 2022
Total Amount of Top 10 Borrowings 15,43,147.45 15,43,084.00
Percentage of Amount of Top 10 Borrowings to total borrowings (%) 36.73% 39.61%
Total Borrowings 42,00,818.40 38,95,544.50
*Significant counterparty/significant instrument/product is defined as a single counterparty or group of connected or affiliated counterparties accounting in aggregate
for more than 1% of the total liabilities.
C. Funding Concentration based on significant instrument/product
As at Percentage(%) of As at Percentage(%) of
Particulars
31 March 2023 Total Liabilities 31 March 2022 Total Liabilities
Significant instrument/Product
Non-convertible debentures 18,92,293.53 42.46% 16,94,491.39 41.43%
Term loan from Banks 15,90,417.18 35.69% 15,25,511.78 37.30%
(including FCNR loans) (Domestic)
External Commercial Borrowings 7,06,582.87 15.85% 6,64,163.01 16.24%
Associated liabilities in respect of - - - -
Public deposits - - - -
Subordinated redeemable non- - - - -
convertible debentures
As per RBI Notification No. RBI/2019-20/88 DOR.NBFC (PD) CC. NO. 102 /03.10.001/2019-20 DATED 4 November 2019
A "significant instrument/product" is defined as a single instrument/product of group of similar instruments/products which in
aggregate amount to more than 1% of the NBFC-NDSI's, NBFC-Ds total liabilities and 10% for other non-deposit taking NBFCs
D. Stock Ratios
As at Percentage(%) of Percentage(%) Percentage(%) of

Particulars
31 March 2023 Total Public Funds of Total Assets Total Liabilities
Commercial Papers (CPs) - NA 0.00% 0.00%
Non-convertible debentures (NCDs) with - NA NA NA
original maturity of less than one year
Other short-term liabilities 13,100.00 NA 0.27% 0.29%
As at Percentage(%) of Percentage(%) Percentage(%) of

Particulars
31 March 2022 Total Public Funds of Total Assets Total Liabilities
Commercial Papers (CPs) - NA 0.00% 0.00%
Non-convertible debentures (NCDs) with - NA NA NA
original maturity of less than one year
Other short-term liabilities 79,067.38 NA 1.76% 1.93%
As per RBI Notification No. RBI/2019-20/88 DOR.NBFC (PD) CC. NO. 102 /03.10.001/2019-20 DATED 4 November 2019 A "Other
short-term liabilities" is defined as a all short-term borrowings other than CPs and NCDs with original maturity less than 12 months.
237

E. Institutional set-up for liquidity risk management
Year Ended 31.03.2023 Year Ended 31.03.2022

Particulars Total Weighted Total Unweighted Total Weighted Total Unweighted
Value (Average) Value (Average) Value (Average) Value (Average)
Total High Quality Liquid Assets (HQLA) 1,248.09 1,316.41 178.83 227.39
Cash Outflows
Outflows Related to Derivative Exposures
and Other Collateral Requirement
Other Contractual Funding Obligation 1,75,402.52 1,52,523.93 1,42,534.52 1,23,943.06
Other Contingent Funding Obligation
Total Cash Outflows 1,75,402.52 1,52,523.93 1,42,534.52 1,23,943.06
Cash Inflows
Inflows From Fully Performing Exposures 1,30,908.09 1,74,544.12 1,32,567.59 1,76,756.78
Other Cash Inflows
Total Cash Inflows 1,30,908.09 1,74,544.12 1,32,567.59 1,76,756.78
Total HQLA 1,248.09 178.83
Total Net Cash Outflows 44,494.43 35,633.63
(Weighted Value of Total Cash
Outflows(-) Minimum of (Weighted Value
Total Cash Inflows, 75% of Weighted
Value of Total Cash Outflows)
Liquidity Coverage Ratio (%)* 2.81% 0.50%
*RBI vide its liquidity framework dated 04th November, 2019 has stipulated the implementation of liquidity coverage ratio (LCR) for non-deposit taking NBFCs with
asset size of more than Rs. 10,000 crore w.e.f. 01 December, 2020. LCR aims to ensure that company has an adequate stock of unencumbered High-Quality Liquid
Assets (HQLA) that can be converted into cash easily and immediately to meet its liquidity needs for a 30 calendar day liquidity stress scenario.
However, with reference to the RBI's letter no. S62/21.07.007/2021/22 dated April 26, 2021, IRFC is exempted from applicability of
Liquidity Coverage Ratio (LCR) Norms.
238

Note 60 DISCLOSURES AS REQUIRED BY PARA 19 UNDER MASTER DIRECTION - NON-BANKING FINANCIAL

COMPANY - SYSTEMICALLY IMPORTANT NON-DEPOSIT TAKING COMPANY AND DEPOSIT TAKING
COMPANY (RESERVE BANK) DIRECTIONS, 2016 ISSUED BY RBI VIDE NOTIFICATION NO. RBI/2022-23/26
DOR.ACC.REC.NO.20/21.04.018/2022-23 DATED 19 APRIL 2022
(A) Exposures
1: Exposure to real Estate sector
The Company does not have any exposure to real estate sector.
2: Exposure to capital market
As at As at
Particulars
31 March 2023 31 March 2022
i. Direct investment in equity shares, convertible bonds, convertible debentures and
units of equity-oriented mutual funds the corpus of which is not exclusively invested in
corporate debt (includes investment in fully convertible preference shares
- At Cost 19.99 19.99
- At Fair Value 136.64 97.11
ii. Advances against shares / bonds / debentures or other securities or on clean basis - -
to individuals for investment in shares (including IPOs / ESOPs), convertible bonds,
convertible debentures, and units of equity oriented mutual funds
iii. Advances for any other purposes where shares or convertible bonds or convertible - -
debentures or units of equity oriented mutual funds are taken as primary security
iv. Advances for any other purposes to the extent secured by the collateral security of - -
shares or convertible bonds or convertible debentures or units of equity oriented mutual
funds i.e. where the primary security other than shares / convertible bonds / convertible
debentures / units of equity oriented mutual funds does not fully cover the advances
v. Secured and unsecured advances to stockbrokers and guarantees issued on - -
behalf of stockbrokers and market makers
vi. Loans sanctioned to corporates against the security of shares / bonds / debentures - -
or other securities or on clean basis for meeting promoter’s contribution to the
equity of new companies in anticipation of raising resources
vii. Bridge loans to companies against expected equity flows / issues - -
viii. Underwriting commitments taken up by the NBFCs in respect of primary issue of shares - -
or convertible bonds or convertible debentures or units of equity oriented mutual funds
ix. Financing to stockbrokers for margin trading - -
x. All exposures to Alternative Investment Funds:
(i) Category I - -
(ii) Category II - -
(iii) Category III - -
xi. All exposures to Venture Capital Funds (both registered and unregistered) - -
Total exposure to Capital market 156.63 117.1
239

3: Sectoral Exposure
As at 31st March 2023 As at 31st March 2022

% of Gross % of Gross
S.
Sector Gross Gross NPAs to gross Gross Gross NPAs to gross
No.
Advance NPA advances in Advance NPA advances in
that sector that sector
1 Agriculture and allied activities - - - - - -
2 Industry - - - - - -
3 Services - - - -
(i) Railway Infra Sector 44,54,363.87 41,52,473.93
4 Personal Loan - - - - - -
Total 44,54,363.87 - - 41,52,473.93 - -
4. Intra-group exposures
As at As at
Particulars
31 March 2023 31 March 2022
Total amount of intra-group exposures Nil Nil
Total amount of top 20 intra-group exposures Nil Nil
Percentage of intra-group exposures to total exposure of the Bank on Nil Nil
borrowers / customers
5. Unhedged foreign currency exposure
The Company has framed a risk management policy duly approved by the board in respect of its External Commercial
Borrowings (ECBs). A risk management committee comprising the Managing Director and Director Finance has been formed
to monitor, analyse and control the currency and interest rate risk in respect of ECBs. The Company avails various derivative
products like currency forwards, Cross Currency swap, Interest rate swap etc. for hedging the risks associated with its ECBs.

Borrowing Amount in Borrowing Amount in
No. of contract No. of contract
foreign currency foreign currency
1 REG S/144A GREEN BONDS USD 1 REG S/144A GREEN BONDS USD 500
500 MILLION Jan 2022 MILLION Jan 2022
1 USD 100 million 1 USD 500 Million
(Bonds under EMTN)
1 USD 300 Million (Bonds Feb2020) 1 USD 300 Million
1 USD 75 Million (SBI - Bahrain) 1 USD 75 Million
1 JPY 25,189 million (JPY Equivalent to 1 JPY 33,189 million
USD 300 Million Loan Mar2020) (Equivalent to USD 300 Million)
1 USD 1 Billion(SBI-HK) 1 USD 1 Billion
1 USD 2 Billion(SBI-HK) 1 USD 2 Billion
240


Borrowing Amount in Borrowing Amount in
No. of contract No. of contract
foreign currency foreign currency
1 JPY 35,400.63 Million (Equivalent to 1 JPY 35,400.63 Million
USD 325 Million) (Equivalent to USD 325 Million)
1 SYND GREEN FCL JPY EQ. USD 1 SYND GREEN FCL JPY EQ. USD 400M
400M MAR'22 MAR'22
1 SYND GREEN FCL JPY EQ. USD 1 SYND GREEN FCL JPY EQ. USD 700M
700M MAR'22 MAR'22
1 JPY 26,231.25 Million
(Equivalent to USD 250 Million)
* Back to back recovery of exchange rate variation from MOR.
(B) Related Party Disclosure
As at 31st March 2023

Key Relatives of Key
Items/ Related Party Relatives of
Management Management Directors Related Party* Total
Directors
Personnel Personnel
Borrowings taken - - - - - -
Borrowings given 1.87 - - - 59,569.54 59,571.41
Advances given - - - - 19,53,425.91 19,53,425.91
Investments - - - - 136.64 136.64
Purcahse of Assets - - - - 3,30,084.45 3,30,084.45
Sale of Assets - - - - 9.21 9.21
Lease Receivables - - - - 24,41,470.06 24,41,470.06
Lease Income - - - - 1,63,439.90 1,63,439.90
Interest Paid - - - - 1,189.97 1,189.97
Interest Received 0.09 - - - 5,860.28 5,860.37
* Related Parties Includes MOR, RVNL and IRCON
As at 31st March 2022

Key Relatives of Key
Items/ Related Party Relatives of
Management Management Directors Related Party* Total
Directors
Personnel Personnel
Borrowings taken - - - - - -
Borrowings given 2.22 - - - 68,522.14 68,524.36
Advances given - - - - 20,77,203.78 20,77,203.78
Investments - - - - 97.11 97.11
Purcahse of Assets - - - - 5,85,827.33 5,85,827.33
Sale of Assets - - - - 0.14 0.14
Lease Receivables - - - - 20,06,924.99 20,06,924.99
Lease Income - - - - 1,30,035.96 1,30,035.96
Interest Paid - - - - 796.22 796.22
Interest Received 0.10 - - - 6,392.05 6,392.15
* Related Parties Includes MOR, RVNL and IRCON
241

(C) Disclosure of complaints
Please Refer Note No. 56(s)(VII).
(D) Corporate governance
Refer Annexure-II of Corporate Governance.
(E) Breach of covenant
Company has not defaulted in making repayment of loans or borrowing or in the payment of interest thereon from a Financial
Institution, Banks or dues to debenture holders/bond holders or government as at Balance Sheet date. Further there are no
instances of breach of covenant of loan availed or debt securities issued.
(F) Divergence in Asset Classification and Provisioning
As at As at
S.no Particulars
31 March 2023 31 March 2022
1 Gross NPAs as reported by the NBFC - -
2 Gross NPAs as assessed by the Reserve Bank of India - -
3 Divergence in Gross NPAs (2-1) - -
4 Net NPAs as reported by the NBFC - -
5 Net NPAs as assessed by Reserve Bank of India - -
6 Divergence in Net NPAs (5-4) - -
7 Provisions for NPAs as reported by the NBFC - -
8 Provisions for NPAs as assessed by Reserve Bank of India - -
9 Divergence in provisioning (8-7) - -
10 Reported Profit before tax and impairment loss on financial instruments 63,341.04 60,906.16
11 Reported Net Profit after Tax (PAT) 63,370.13 60,898.36
12 Adjusted (notional) Net Profit after Tax (PAT) after considering the divergence 63,370.13 60,898.36
in provisioning
Note 61: Disclosure as per Ind AS 8 - ‘Accounting Policies, Changes in Accounting Estimates and Errors’
Recent accounting pronouncements
Standards / amendments issued but not yet effective:
The Ministry of Corporate Affairs ,vide notification dated 31 March 2023, has notified Companies (Indian Accounting Standards)
Amendment Rules, 2023 which amends certain accounting standards which are effective 1 April 2023. Below is a summary of such
amendments:
Ind AS 1 - Presentation of Financial Statements
This amendment requires the entities to disclose their material accounting policies rather than their significant accounting policies.
Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
This amendment has introduced a definition of ‘accounting estimates’ and included amendments to Ind AS 8 to help entities distinguish
changes in accounting policies from changes in accounting estimates.
242

Ind AS 12 - Income Taxes
This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to
equal and offsetting temporary differences.
The Company has evaluated the requirements of the above amendments and the effect on the financial statements is not material.
Note 62:
a) Previous year figures have been regrouped/ rearranged, whenever necessary, in order to make them comparable with those of the
current year.
FRN 323288E
Sd/- Sd/- Sd/-

UDIN: 23096587BGQKFC9560 DIN: 07935630
Sd/- Sd/-
243
Independent Auditor’s Report

To
The Members,
Indian Railways Finance Corporation Limited,
Report on the Audit of the Standalone Financial Institute of Chartered Accountants of India together with the ethical
Statements requirements that are relevant to our audit of the financial statements
under the provisions of the Companies Act, 2013 and the Rules
OPINION there-under, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of Ethics. We
We have audited the standalone financial statements of Indian
believe that the audit evidence we have obtained is sufficient and
Railway Finance Corporation Limited (“the Company”), which
appropriate to provide a basis for our opinion.
comprise the balance sheet as at 31st March, 2023 and the
statement of Profit and Loss (including Other Comprehensive EMPHASIS OF MATTERS
Income), Statement of Changes in Equity, and the Statement of
Cash Flows for the year then ended, and notes to the financial We draw attention towards:
statements, including a summary of significant accounting
policies and other explanatory information. 1. Reconciliation & Balance confirmation from Ministry of Railway
(MoR) have been done up to Financial Year (FY)- 2021-22
In our opinion and to the best of our information and according to and effect of such reconciliation has been accounted for in
the explanations given to us, the aforesaid standalone financial Financial Year-2022-23. Reconciliation of account of MoR for
statements give the information required by the Act in the manner FY-2022-23 yet to be completed. Please refer to Note 46.
so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state 2. In respect of Advance against Project Assets, Utilization
of affairs of the Company as at 31st March,2023 and the profit Certificates have been received time-to-time from Ministry of
and total comprehensive income, changes in equity, and its cash Railway (MoR) periodically. Please refer to Note No-46
flows for the year ended on that date.
We have determined the matters described below to be the
BASIS FOR OPINION Key Audit Matters to be communicated: -
We conducted our Audit in accordance with the Standards on Key audit matters are those matters that, in our professional
Auditing (SAs) specified under section 143(10) of the Companies judgment, were of most significance in our audit of financial
Act, 2013. Our responsibilities under those Standards are further statements of the audit period. These matters were addressed
described in the Auditor’s Responsibilities for the Audit of the in the context of our audit of the financial statements as a whole,
Financial Statements section of our report. We are independent of and in forming our opinion thereon, and we do not provide a
the Company in accordance with the Code of Ethics issued by the separate opinion on these matters.
S.
Key Audit Matters Auditor’s Response
NO.
1. The government has introduced new section 115BAA by the After adoption of Section 115BAA, the Company will be outside
Taxation Law (Amendment) Ordinance, 2019 w.e.f F.Y. 2019-20, the scope and applicability of MAT Provision under section
which provides an option to opt for a income tax rate of 22%, 115JB of Income Tax Act, 1961. The taxable income of the
Surcharge 10% & Health and Education Cess at 4% by any company is Nil due to set off of unabsorbed depreciation
domestic company. By opting this total effective tax rate will be and claiming of depreciation on leased assets of current year.
at 25.17% (under normal provision of income tax) as against Please refer Note No. 31.
earlier effective tax rate of 34.95% (under normal provision of
income tax). However, the earlier effective tax rate under MAT
was 21.55% which was applicable on the company.
2 Compliance in respect of SEBI (LODR) regulation 2015 The number of independent directors on the board was less
than half of the total strength of the Board as required under
SEBI (LODR) regulation,2015 and the DPE guidelines.
244
Responsibilities of Management and Those Charged a material misstatement resulting from fraud is higher than
with Governance for the Financial Statements for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the
The Company’s Board of Directors is responsible for the matters override of internal control.
stated in section 134(5) of the Companies Act, 2013 (“the Act”)
with respect to the preparation of these standalone financial • Obtain an understanding of internal control relevant to
statements that give a true and fair view of the financial position, the audit in order to design audit procedures that are
financial performance, changes in equity and cash flows of the appropriate in the circumstances. Under section 143(3)
Company in accordance with the accounting principles generally (i) of the Companies Act, 2013, we are also responsible
accepted in India, including the accounting Standards specified for expressing our opinion on whether the company has
under section 133 of the Act. This responsibility also includes adequate internal financial controls system in place and the
maintenance of adequate accounting records in accordance operating effectiveness of such controls.
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and • Evaluate the appropriateness of accounting policies used
other irregularities; selection and application of appropriate and the reasonableness of accounting estimates and related
implementation and maintenance of accounting policies; making disclosures made by management.
judgments and estimates that are reasonable and prudent; and • Conclude on the appropriateness of management's use of
design, implementation and maintenance of adequate internal the going concern basis of accounting and, based on the
financial controls, that were operating effectively for ensuring the audit evidence obtained, whether a material uncertainty exists
accuracy and completeness of the accounting records, relevant related to events or conditions that may cast significant doubt
to the preparation and presentation of the financial statement that on the Company's ability to continue as a going concern.
give a true and fair view and are free from material misstatement, If we conclude that a material uncertainty exists, we are
whether due to fraud or error. required to draw attention in our auditor's report to the related
In preparing the financial statements, management is responsible disclosures in the financial statements or, if such disclosures
for assessing the Company’s ability to continue as a going are inadequate, to modify our opinion. Our conclusions are
concern, disclosing, as applicable, matters related to going based on the audit evidence obtained up to the date of our
concern and using the going concern basis of accounting unless auditor's report. However, future events or conditions may
management either intends to liquidate the Company or to cease cause the Company to cease to continue as a going concern.
operations, or has no realistic alternative but to do so. • Evaluate the overall presentation, structure and content of the
The Board of Directors are also responsible for overseeing the financial statements, including the disclosures, and whether
Company’s financial reporting process. the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
Auditor’s Responsibilities for the Audit of the Financial Materiality is the magnitude of misstatement in the standalone
Statements financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonable
Our objectives are to obtain reasonable assurance about knowledgeable user of the financial statements may be
whether the financial statements as a whole are free from material influenced. We consider quantitative materiality and qualitative
misstatement, whether due to fraud or error, and to issue an auditor’s factors in (i) Planning the scope of our audit work and in
report that includes our opinion. Reasonable assurance is a high evaluating the results of our work: and (ii) to evaluate the effect of
level of assurance, but is not a guarantee that an audit conducted any identified misstatements in the financial statements.
in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are We communicate with those charged with governance regarding,
considered material if, individually or in the aggregate, they could among other matters, the planned scope and timing of the
reasonably be expected to influence the economic decisions of audit and significant audit findings, including any significant
users taken on the basis of these financial statements. deficiencies in internal control that we identify during our audit.
As part of an audit in accordance with SAs, we exercise We also provide those charged with governance with a statement
professional judgment and maintain professional skepticism that we have complied with relevant ethical requirements regarding
throughout the audit. We also: independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
• Identify and assess the risks of material misstatement of the independence, and where applicable, related safeguards.
financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, From the matters communicated with those charged with
and obtain audit evidence that is sufficient and appropriate governance, we determine those matters that were of most
to provide a basis for our opinion. The risk of not detecting significance in the audit of the financial statements of the current
245
period and are therefore the key audit matters. We describe these h) The company being the government company owned
matters in our auditor's report unless law or regulation precludes by the Central Govt., therefore section 197 (16) of the
public disclosure about the matter or when, in extremely rare Companies Act 2013 shall not apply vide Notification
circumstances, we determine that a matter should not be no. GSR 463(E) dated 5th June 2015.
communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public i) With respect to the other matters to be included in
interest benefits of such communication. the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, and
Companies (Audit and Auditors) Amendment Rules
Report on Other Legal and Regulatory Requirements: 2021, in our opinion and to the best of our information
and according to the explanations given to us:
1. As required by the Companies (Auditor’s Report) Order, 2020
(“the Order”), issued by the Central Government of India in i. The Company has disclosed the impact of pending
terms of sub-section (11) of section 143 of the Companies litigations on its financial position in its financial
Act, 2013, we give in the “Annexure A”, a statement on the statements – Refer Disclosure Note 34 to the
matters specified in paragraphs 3 and 4 of the Order, to the financial statements;
extent applicable.
ii. The Company has made provision, as required
2. As required by Section 143(3) of the Act, we report that: under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term
a) We have sought and obtained all the information and
contracts including derivative contracts – Refer
explanations which to the best of our knowledge and
Note 38 to the financial statements;
belief were necessary for the purposes of our audit read
with mentioned under the emphasis of matter; iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
b) In our opinion, proper books of account as required by
and Protection Fund by the Company- Refer
law have been kept by the Company so far as it appears
Disclosure Note 47(b) to the financial statements;
from our examination of those books;
iv. a. The Company has represented that, to the
c) There is no branch office of the company;
best of it’s knowledge and belief, other than
d) The Balance Sheet, the Statement of Profit and Loss as disclosed in the notes to the accounts,
including other comprehensive income, Statement of no funds have been advanced or loaned
changes of Equity and the Statement of Cash Flow dealt or invested (either from borrowed funds or
with by this Report are in agreement with the books of share premium or any other sources or kind
account; of funds) by the company to or in any other
person(s) or entity(ies), including foreign entities
e) In our opinion, the aforesaid standalone financial (“Intermediaries”), with the understanding,
statements comply with the Accounting Standards whether recorded in writing or otherwise, that the
specified under Section 133 of the Act, read with Rule 7 Intermediary shall, whether, directly or indirectly
of the Companies (Accounts) Rules, 2014. lend or invest in other persons or entities
identified in any manner whatsoever by or on
f) In terms of Notification No. GSR 463(E) dated 05.06.2015
behalf of the company (“Ultimate Beneficiaries”)
issued by Ministry of Corporate Affairs, Government of
or provide any guarantee, security or the like on
India, provisions of Sub-section 2 of Section 164 of
behalf of the Ultimate Beneficiaries;
the Act, are not applicable to the Company, being a
government company. b. The Company has represented, that, to the
best of it’s knowledge and belief, other than
g) With respect to the adequacy of the internal financial
as disclosed in the notes to the accounts, no
controls over financial reporting of the Company and
funds have been received by the company
the operating effectiveness of such controls, as referred
from any person(s) or entity(ies), including
to “Annexure B” of Audit Report.
foreign entities (“Funding Parties”), with the
246
understanding, whether recorded in writing v. The dividend declared or paid during the year by
or otherwise, that the company shall, whether, the company is in compliance with section 123 of
directly or indirectly, lend or invest in other the Companies Act, 2013.
persons or entities identified in any manner
whatsoever by or on behalf of the Funding For KBDS & CO
Party (“Ultimate Beneficiaries”) or provide any Chartered Accountants
guarantee, security or the like on behalf of the Firm Registration No: 323288E
Ultimate Beneficiaries;
Sd/-
c. Based on such audit procedures that we have (CA Bhawesh Kumar )
considered reasonable and appropriate in Partner
the circumstances; nothing has come to our M. No: 096587
notice that has caused us to believe that the UDIN: 23096587BGQKFC9560
representations under sub-clause (a) and (b) Date: 25.05.2023
contain any material mis-statement. Place: Delhi
247
Annexure “A” to the Independent Auditor’s Report on the financial statements

(Referred to in Para 1 under the heading 'Report on other Legal and Regulatory Requirements' of our report of even date to The
Members of Indian Railway Finance Corporation Limited on the standalone financial Statements for the year ended 31st March, 2023)
1. a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of
Property, Plant and Equipment;
(B) The company is maintaining proper records showing full particulars of Intangible Assets;
b) The Company has a regular program of physical verification of its Property, Plant and Equipment but no such physical
verification was carried out during the Financial Year -2022-23;
c) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the title deed of all the immovable properties (other than properties where the company is the lessee and the lease agreements
are duly executed in favor of the lessee) disclosed in the financial statements are held in the name of the company except the
title deed of office building is yet to be executed in favor of the company.
Details of Office premises are as below:
Whether
Gross promotor, Reason for not being
Held in name
Description of property carrying director or Period held held in name of
of
value their relative Company
or employee
Office Building at NBCC Rs. 112.32 Occupied by No Since April 11 Property held by NBCC
Place including parking area Million (as IRFC Ltd on 2002. Ltd and MMTC Ltd under
per book the basis of leasehold agreement from
value) Agreement to DDA. Thereafter, DDA
Sale under lease constructed building and
hold from NBCC given to IRFC Ltd on lease
Ltd and MMTC basis under Agreement to
Ltd Sale /Transfer.
It will be transferred as and
when it will be freehold in
the hand of NBCC Ltd &
MMTC Ltd
d) According to the information and explanation given to has not been sanctioned working capital limits in excess
us, the company has not revalued its Property, Plant and of five crores rupees, in aggregate, from banks or
Equipment (including Right of Use assets) or intangible financial institutions on the basis of security of current
assets or both for the year ending 31st March 2023. assets. Hence, there is no requirement of filling of
quarterly returns or statements;
e) According to the information and explanation given
to us, no proceeding has been initiated or is pending 3. According to information and explanations given to us,
against the company for holding any benami property during the year ended 31st, March 2023 the Company has
under the Benami Transactions (Prohibition) Act, 1988 made investments in, provided any granted or security
(45 of 1988) and rules made thereunder. or granted any loans or advances in the nature of loans,
2. (a) The Company is a Non-Banking Finance Company secured or unsecured, to companies, firms, Limited Liability
and not in the business of any trading, manufacturing, Partnerships or any other parties during the year:
mining or processing. Accordingly, it does not hold any
a. The company has not provided loans or provided
inventory. Therefore, the provisions of paragraph 3 (ii)(a)
advances in the nature of loans, or stood guarantee, or
of the Order are not applicable to the Company.
provided security to any other entity except loans and
(b) According to the information and explanation given to advances given under principal course of business being
us, for the year ended 31st March, 2023, the company a NBFC company. Therefore, this clause is not applicable.
248
b. The investments made, guarantees provided, security given 5. As per the information and explanations given to us and
and the terms and conditions of the grant of all loans and based on audit procedures performed, the Company has
advances in the nature of loans and guarantees provided not accepted any deposits as mentioned in the directives
are not prejudicial to the company’s interest; issued by the Reserve Bank of India and the provisions
of section 73 to 76 or any other relevant provisions of the
c. In respect of loans and advances in the nature of loans, the
Companies Act and the rules made thereunder.
schedule of repayment of principal and payment of interest
has been stipulated and the repayments or receipts are 6. According to the information and explanations given to us,
regular as per stipulation; the Central Government has not prescribed the maintenance
d. There is no overdue amount in respect of remaining of cost records under sub-section (1) of section 148 of the
outstanding amount as at the balance sheet date; Companies Act, for any of the services rendered by the
Company.
e. No loan or advance, in the nature of loan granted which has
fallen due during the year, has been renewed or extended 7. a) According to the information and explanations given to us
or fresh loans granted to settle the overdue of existing loans and on the basis of our examination of the records of the
given to the same parties; Company, amounts deducted/ accrued in the books of
account in respect of undisputed statutory dues including
f. The company has not granted any loans or advances in
Goods and Services Tax, Provident Fund, Employees’
the nature of loans either repayable on demand or without
State Insurance, Income- tax, Sales tax, Service tax, Duty
specifying any terms or period of repayment during the year.
of customs, Duty of excise, Value added tax, Cess and
4. According to information and explanations given to us and other material statutory dues have generally been regularly
based on audit procedures performed, the company has deposited during the year by the Company with the
complied with the provisions of sections 185 and 186 of the appropriate authorities except the following:
Companies Act;
Particulars Auditors’ Opinion

1. TDS outstanding demand as per TDS portal as on As explained to us, on receipt of details from the Zonal office of
31.03.2023 is Rs 99.58 million due to short deduction Ministry of Railways, TDS returns shall be revised and demand
of TDS in view of Lower deduction Certificate. will be reduced.
b) According to the information and explanations given to us and as certified by the management on which we have relied upon,
Statutory dues referred to in sub-clause (a) have not been deposited on account of any dispute, then the amounts involved
and the forum where dispute is pending shall be mentioned (a mere representation to the concerned Department shall not
be treated as a dispute). A disclosure regarding the same has been given in Note No. 34 of the financial Statement. Details
of disputed demand is mentioned below:
Disputed Authority
Name of Disputed Pending
Nature of dues dues Period where appeal is
Statute dues Amt
adjusted/paid pending
Income tax Income Tax 2397.71 Nil 2397.71 Asst Yr-2019-20 ITAT, Delhi
Act Million Million
GST, Interest & Penalty, GST Act 2222.68 Nil 2222.68 FY-2021-22 Hearing is going
Show Cause Notice Million Million on with the
issued by Tamil Nadu GST issuing authority
department of SCN, GST
Tamil Nadu.
8. According to the information and explanations given to us, no not defaulted in repayment of loans or other borrowings
transactions not recorded in the books of account have been or in the payment of interest thereon to any lender;
surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961 (43 of 1961); b) According to the information and explanations given to
us, the company is not declared willful defaulter by any
9. a) In our opinion, and according to information and bank or financial institution or other lender;
explanations given by the management, the company has
249
c) According to the information and explanations given to in compliance with sections 177 and 188 of Companies
us, term loans were applied for the purpose for which Act, where applicable and the details have been disclosed
the loans were obtained; in the notes to the financial statements, as required by the
d) According to the information and explanations given applicable accounting standards;
to us, funds raised on short term basis have not been
14. a) According to the information and explanations given
utilized for long term purposes;
by the management, the company has internal audit
e) According to the information and explanations given to system which commensurate with the size and nature
us, the company has not taken any funds from any entity of its business;
or person on account of or to meet the obligations of its
b) Internal Audit Report of Quarter ended June, 2022, Sept
subsidiaries, associates or joint ventures. Therefore, the
2022 , Dec 2022 & March 2023 have been considered
provisions of paragraph 3 (ix) (e) are not applicable to the
while conducting Statutory Audit.
Company;
15. According to the information and explanations given to us
f) According to the information and explanations given to
and based on audit procedures performed, the Company
us, the company has not raised loans during the year
has not entered into any non-cash transactions with
on the pledge of securities held in its subsidiaries, joint
directors or persons connected with him which are covered
ventures or associate companies;
under Section 192 of Companies Act.
10. According to the information and explanations given by
16. a) According to the information and explanations given to
the management and based on our audit procedures
us, the Company is a Non-Banking Finance Company
performed, we report that no money raised by way of Initial
and is required to be registered under Section 45-IA of
Public Offer (IPO) or Follow on Public Offer (FPO) (including
the Reserve Bank of India Act, 1934 (2 of 1934) and
debt instruments) during the year were applied for the
accordingly, the registration has been obtained;
purposes for which those are raised. Hence, Paras 3(x)(a) &
3(x)(b) of the CARO are not applicable; b) As per information and explanations available, the
Company has not conducted any Non-Banking
11. a) To the best of our knowledge and belief and according
Financial or Housing Finance activities without a valid
to the information and explanations given to us, we
Certificate of Registration (CoR) from Reserve Bank of
report that no fraud by the company or on the company
India as per the Reserve Bank of India Act 1934;
has been noticed or reported during the year;
c) Since the Company is not a Core Investment Company
b) There is no report under sub-section (12) of section 143 of
(CIC) as defined in the regulations made by the Reserve
the Companies Act has been filed by the auditors in Form
Bank of India. So, Clause 16 (c) of is not applicable to
ADT-4 as prescribed under rule 13 of Companies (Audit
the Company.
and Auditors Rules), 2014 with the Central Government;
17. According to the information and explanations given to us,
c) According to the information and explanations given
company has not incurred cash losses in the year and in
by the management, the Company has not received
immediately preceding financial year.
whistle-blower complaints during the year;
18. According to information and explanation given to us, there
12. a) According to the information and explanations given to
is no resignation of the Statutory Auditors during the year;
us, the Company is not a Nidhi company. Accordingly,
paragraphs (a) (b) & (c) of 3(xii) of the Order are not 19. According to information and explanation given to us and on
applicable; the basis of our examination of financial ratios, ageing and
expected dates of realization of financial assets and payment
13. According to the information and explanations given by
of financial liabilities, other information accompanying the
the management, transactions with the related parties are
250
financial statements, Board of Directors and management 21. According to information and explanation given to us, there
plans, no material uncertainty exists as on the date of the audit is no consolidated Financial Statements. Therefore, Para No
report and the company is capable of meeting its liabilities 3(xxi) of the CARO is not applicable.
existing at the date of balance sheet as and when they fall due
within a period of one year from the balance sheet date;
20. a) According to information and explanation given to us,

in respect of other than ongoing projects, the company
has transferred unspent amount, if any, to a Fund
specified in Schedule VII to the Companies Act within For KBDS & CO
a period of six months of the expiry of the financial year Chartered Accountants
in compliance with second proviso to sub-section (5) of Firm Registration No: 323288E
section 135 of the said Act;
Sd/-
b) According to information and explanation given to us the (CA Bhawesh Kumar )
remaining unspent amount, if any, under sub-section (5) Partner
of the Companies Act, pursuant to any ongoing project, M. No: 096587
shall be transferred to special account in compliance UDIN: 23096587BGQKFC9560
with the provision of sub-section (6) of section 135 of Date: 25.05.2023
the said Act (Refer Disclosure Note-49). Place: Delhi
251
Annxure “B” to the Independent Auditor’s Report

(Referred to in Para 2(g) under the heading 'Report on other Legal and Regulatory Requirements' of our report of even date to The
Members of Indian Railway Finance Corporation Limited on the standalone financial statements for the year ended 31st March, 2023)
Report on the Internal Financial Controls under obtaining an understanding of internal financial controls over
Clause (i) of Sub-section 3 of Section 143 of the financial reporting, assessing the risk that a material weakness
Companies Act, 2013 (“the Act”) exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The
We have audited the internal financial controls over financial procedure selected depend on the auditor’s judgment, including
reporting of Indian Railway Finance Corporation Limited (“the the assessment of the risks of material misstatement of the
company”) as of 31 March, 2023 in conjunction with our audit financial statements, whether due to fraud or error.
of the Standalone Financial Statements of the Company for the
year ended on that date. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial reporting.
Management’s Responsibility for Internal Financial
Controls:
Meaning of Internal Financial Controls Over Financial
The Company’s management is responsible for establishing and Reporting:
maintaining internal financial controls based on the internal control
A company’s internal financial control over financial reporting is
over financial reporting criteria established by the Company
a process designed to provide reasonable assurance regarding
considering the essential components of internal control stated
the reliability of financial reporting and the preparation of financial
in the Guidance Note on Audit of Internal Financial Controls
statements for external purposes in accordance with generally
Over Financial Reporting issued by the Institute of Chartered
accepted accounting principles.
Accountants of India (‘ICAI’). These responsibilities include the
design, implementation and maintenance of adequate internal A company’s internal financial control over financial reporting
financial controls that were operating effectively for ensuring includes those policies and procedures that:
the orderly and efficient conduct of its business, including
adherence to company’s policies, the safeguarding of its assets, Pertain to the maintenance of records that, in reasonable detail,
the prevention and detection of frauds and errors, the accuracy accurately and fairly reflect the transactions and dispositions of
and completeness of the accounting records, and the timely the assets of the company;
preparation of reliable financial information, as required under Provide reasonable assurance that transactions are recorded
the Companies Act, 2013. as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
Auditors’ Responsibility: that receipts and expenditures of the company are being made
only in accordance with authorizations of management and
Our responsibility is to express an opinion on the Company's directors of the company; and Provide reasonable assurance
internal financial controls over financial reporting based on our regarding prevention or timely detection of unauthorized
audit. We conducted our audit in accordance with the Guidance acquisition, use, or disposition of the company’s assets that
Note, to the extent applicable to an Audit of Internal Financial could have a material effect on the financial statements.
Controls over Financial Reporting (the “Guidance Note”) and
the Standards on Auditing, issued by ICAI and deemed to be
Inherent Limitations of Internal Financial Controls
prescribed under section 143(10) of the Companies Act, 2013,
Over Financial Reporting:
to the extent applicable to an audit of internal financial controls.
Those Standards and the Guidance Note require that we comply Because of the inherent limitations of internal financial controls
with ethical requirements and plan and perform the audit to obtain over financial reporting, including the possibility of collusion
reasonable assurance about whether adequate internal financial or improper management override of controls, material
controls over financial reporting was established and maintained misstatements due to error or fraud may occur and not be
and if such controls operated effectively in all material respects. detected. Also, projections of any evaluation of the internal
financial controls over financial reporting to future periods are
Our audit involves performing procedures to obtain audit evidence
subject to the risk that the internal financial control over financial
about the adequacy of the Internal financial controls system over
reporting may become inadequate because of changes in
financial reporting and their operating effectiveness. Our audit
conditions, or that the degree of compliance with the policies or
of internal financial controls over financial reporting included
procedures may deteriorate.
252
Opinion: effect of such reconciliation has been accounted for in Financial

Year-2022-23. Reconciliation of account of MoR for FY-2022-23
In our opinion, to the best of our information and according to yet to be completed. Please refer to Note 46.
explanation given to us, the Company has, in all material respects,
an adequate internal financial controls system over financial For KBDS & CO
reporting and such internal financial controls over financial Chartered Accountants
reporting were operating effectively as at 31 March 2023, based Firm Registration No: 323288E
on the internal control over financial reporting criteria established
by the Company considering the essential components of internal Sd/-
control stated in the Guidance Note issued by the Institute of (CA Bhawesh Kumar )
Chartered Accountants of India except the following area where Partner
the internal control system required to be improved : M. No: 096587
UDIN: 23096587BGQKFC9560
Reconciliation & Balance confirmation from Ministry of Railway Date: 25.05.2023
(MoR) have been done up to Financial Year (FY)- 2021-22 and Place: Delhi
253
Annexure C to the Independent Auditor’s Report on the financial statements

Direction under section 143(5) of the new Companies Act, 2013
S.
Particulars Reply
No.
1 Whether the company has system in place to process all The company has an IT system to process its accounting
the accounting transactions through IT system? If Yes, the transactions. The company follows accounting software Tally to
implication of processing of accounting transaction outside record its accounting transactions.
IT system on the integrity of the accounts along with the Based on the information and explanations given to us and
financial implication, if any, may be stated on the basis of verification carried out by us during the course
of audit, there is no implication of processing of accounting
transaction outside IT system on the integrity of the accounts
along with financial implication.
2 Whether there is any restructuring of an existing loan or There is no restructuring of an existing loan or cases of waiver
cases of waiver/ write off of debts/loans/interest etc. made /write off of debts/loan/interest etc. made by a lender to the
by a lender to the company due to the company’s inability to company due to the company’s inability to repay the loan.
repay the loan ? If yes, the financial impact may be stated. Hence financial impact of such cases is nil.
Whether such cases are properly accounted for ?
3 Whether funds (grants/subsidy etc.) received/ receivable No funds (grants/subsidy etc.) received/receivable for specific
for specific schemes from Central/State Government or its schemes form Central/State Government or its agencies during
agencies were properly accounted for / utilized as per its the year. Hence no matter of accounting and utilization of funds
term and conditions? List the cases of deviation. required.
For KBDS & CO

Chartered Accountants
Firm Registration No: 323288E
Sd/-
(CA Bhawesh Kumar )
Partner
M. No: 096587
Date: 25.05.2023
Place: Delhi
254
NON-BANKING FINANCIAL COMPANIES AUDITORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2023
To
Members,
Indian Railway Finance Corporation Limited,
Dear Sir,
As required by the “ Non-Banking Financial Companies Auditors’ Report (Reserve Bank) Directions, 2016 issued by the Reserve Bank
of India on the matters specified in Para 3 and 4 of the said Directions to the extent applicable to the Corporation, We report that:
1. The Company is engaged in the business of non-banking financial institution, having valid Certificate of Registration as an
Infrastructure Finance Company issued by Reserve Bank of India vide No is B-14.00013 dated 22.11.2010. Further , the Company
is entitled to continue to hold such registration in terms of its asset / income pattern as on 31.03.2023.
2. The Company is meeting the requirement of net owned funds applicable to an Infrastructure Finance Company as contained
in Master Direction-Non Banking Financial Company-Systemically Important Non Deposit taking Company and deposit taking
Company (Reserve Bank) Direction 2016.
3. According to the information and explanation given to us, the RBI Directions as to deposits are not applicable to the Company.
Therefore, the Board of Directors of the Company has passed resolution for non-acceptance of any public deposits during the
year 2022-23.
4. The Company has not accepted any public deposits during the financial year 2022-23.
5. For the Financial Year ending 31 March, 2023, the Company has complied with the Accounting Standards, Income recognition
norms as per the RBI Master Directions on Non-Banking Financial Company –Systematically Important Non-Deposit taking
Company and Deposit Taking Company (Reserve Bank) Directions, 2016 vide No. DNBR.008/03.10.119/2016-17 dated September
1, 2016. Further , the Company has followed the Accounting Standards, Income Recognition, asset classification and provisioning
for Bad and Doubtful Debts/ being a Government Non-Banking Financial Company as defined under clause (45) of Section 2
of the Companies Act ,2013 (18 of 2013) except the income recognition and assets classification (IRAC) norms, standard assets
provisioning and exposure norms to Ministry of Railways , Government of India granted by RBI vide their letter no DNBR(PD) CO.
No. 1271/03.10.001/2018-19 dated 21.12.2018.
6. As per the information and explanation given to us, the Statement of Capital Funds, Risk Assets/exposures and risk ratio (DNBS-
03 Return) has been filed by the Company for the quarter ended 31.03.2023 on the basis of the provisional financial results.
For KBDS & CO

Chartered Accountants
Firm Registration No: 323288E
Sd/-
(CA Bhawesh Kumar )
Partner
M. No: 096587
Date: 25.05.2023
Place: Delhi
255
COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTTON 143 (6) (b) OF THE
COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS OF INDIAN RAILWAY FINANCE CORPORATION LIMITED FOR
THE YEAR ENDED 31 MARCH 2023
The preparation of financial statements of Indian Railway Finance Corporation Limited for the year ended 31 March 2023 in accordance
with the financial reporting framework prescribed under the Companies Act, 2013 (Act) is the responsibility of the management of
the Company. The statutory auditor appointed by the Comptroller and Auditor General of lndia under Section 139 (5) of the Act is
responsible for expressing opinion on the financial statements under Section 143 of the Act based on independent audit in accordance
with the standards on auditing prescribed under Section 143(10) of the Act. This is stated to have been done by them vide their Audit
Report dated 25 May 2023.
l, on behalf of the Comptroller and Auditor General of lndia, have conducted a supplementary audit of the financial statements of Indian
Railway Finance Corporation Limited for the year ended 31 March 2023 under Section 143(6)(a) of the Act. This supplementary audit
has been carried out independently without access to the working papers of the statutory auditors and is limited primarily to inquiries
of the statutory auditors and company personnel and a selective examination of some of the accounting records.
Based on my supplementary audit, I would like to highlight the following significant matters under Section 143(6) (b) of the Companies
Act, 2013, which have come to my attention and which in my view are necessary for enabling a better understanding of the financial
statements and the related audit report.
A. Notes to financial statements as at and for the year ended 31 March 2023 Contingent Liabilities and Commitments
(Note-34)
The Company has not disclosed the following 'Commitments' amounting to Rs. 1690.03 million as required under schedule-III of
the Companies Act, 2013;
a) Rs. 9.15 million being the stamp duty payable on registration of the office building at NBCC Place, Pragati Vihar, Lodhi Road
New Delhi.
b) The balance amount of Rs. 6.38 million (excluding taxes) payable to M/s KPMG for providing consultancy service for
implementation of ERP.
c) Contract amounting to Rs. 208.10 million awarded (May 2022) to M/s RailTel Limited for implementation of ERP.
d) Balance amount of Rs. 1466.40 million payable to Rail Land Development Authority on account of lease premium for the
allotment of 6019 sq mtr of land for office space.
For and on the behalf of the

Comptroller & Auditor General of India
Sd/-
(Dr. Nilotpal Goswami)
Place: New Delhi Director General of Audit
Dated: 09.08.2023 Railway Commercial, New Delhi
256
Annexure to Comments of C&AG
CAG Comments Management Reply on CAG Comments Management Reply on CAG Comments
A. Notes to financial statements as at and for the year ended 31 March 2023 The amount of commitment is only 0.03% of the
Contingent Liabilities and Commitments (Note-34) size of the Company’s balance sheet which is Rs.
49,11,467.48 million and not material and suitable
The Company has not disclosed the following 'Commitments' amounting to disclosure regarding the capital commitments details
Rs. 1690.03 million as required under schedule-lll of the Companies Act, are disclosed in para no.- 20.27 of the Director’s
2013; Report.
(a) Rs. 9.15 million being the stamp duty payable on registration of the office
building at NBCC Place, Pragati Vihar, Lodhi Road New Delhi.
(b) The balance amount of Rs. 6.38 million (excluding taxes) payable to M/s
KPMG for providing consultancy service for implementation of ERP. (c)
Contract amounting to Rs. 208.10 million awarded (May 2022) lo M/s
RailTel Limited for implementation of ERP. (d) Balance amount of Rs.
1466.40 million payable to Rail Land Development Authority on account
of lease premium for the allotment of 6019 sq mtr of land for office space
257
Notes
Notes
Annual Day Celebration
IRFC received India’s Leading Infrastructure Finance NBFC Award Independence Day Celebration
Celebration of International Day of Yoga

IRFC holds cleanliness drive on Gandhi Jayanti
IRFC signs MoU with RITES Limited
IRFC Stall at Exhibition during AKAM Mega Show at Mahatma Mandir, Gandhinagar, Gujarat
a K&A creation | www.kalolwala.com

CIN – L65910DL1986GOI026363
Regd. Office: UG Floor, East Tower, NBCC Place, Bhisham Pitamah Marg,
Phone: +91 011 – 41063717
Website: https://irfc.co.in/

Indian Railway Finance Corporation Limited AR 2022-23

Uploaded by

Document Informationclick to expand document information

Document Informationclick to expand document information

Copyright:

Available Formats

Indian Railway Finance Corporation Limited AR 2022-23

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Indian Railway Finance Corporation Limited AR 2022-23

Uploaded by

Copyright:

Available Formats

Consistent Performance

36th Annual Report 2022-23

Corporate Information 02 Balance Sheet 120

31-119 Forward looking statement

Some information in this report may contain forward-looking statements. We have

H 4,66,938 Crores the Indian Railways Infrastructure Development

(Stable) Apart from funding Indian Railways, we have

ICRA AAA backward and forward linkage with railways. We

(Stable) entire railway ecosystem.

Our financial and operational performance is

CARE AAA improving consistently and we are exploring

Ms. Shelly Verma National Stock Exchange of Equity Shares

Company Secretary & Compliance Chartered Accountants Hyderabad – 500032 India

UG Floor, East Tower, NBCC Place, Bankers Website

State Bank of India Email ID

National Stock Exchange of India Limited

BSE Limited (BSE)

* As on 11th August, 2023

Profile of Board of Directors*

Ms. Shelly Verma

Shri Baldeo Purushartha Shri Bhaskar Choradia

Shri Vallabhbhai Maneklal Patel Smt. Sheela Pandit

Profile of Board of Directors

Key Managerial Personnel

Shri Sunil Kumar Goel Shri Vijay Babulal Shirode

During the year, in

Dear Shareholders, We have consistently Indian Railways Sector

emphasis upon development of best

(consolidated score of four quarters) lending portfolio and

During the financial year 2022-23,

Since inception in 1986, IRFC has been mobilising funds

With more than 3 decades of experience, IRFC has made

Our Leasing Operations

Financing of Rolling Stock/ Project Assets

Lender / Bond Subscriber

Interest & Bond

Lease Standard Lease Lease of

Our Lending Operations

Our Borrowing Operations

Borrowing Profile as on 31st March, 2023

H 1,84,531Crores H 4,768 Crores

H 1,59,041Crores H 71,738 Crores

Maintaining competitive cost of borrowings Asset-liability management

Borrowing mix as on 31st March, 2023 (%)

AUM break-up FY 23 (%)

Corporate Social Responsibility

H 91.31 Crores H 91.31 Crores H32.31 Crores

H 30.31 Crores H 1 Crore H 1 Crore

Indian Railway Finance Corporation of India Limited

To receive, consider, approve and adopt the audited SPECIAL BUSINESS

Login type Helpdesk details

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on “Shareholders” module.

3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

4) Next enter the Image Verification as displayed and Click on Login.

6) If you are a first-time user follow the steps given below:

17.2 Information under Sexual Harassment of Women at 19 Debenture Trustees