Pursuant to the orders of Hon'ble National Company Law Tribunal (NCLT), Hyderabad, Corporate
Insolvency Resolution Process (CIRP) had been initiated in respect of IVRCL Limited ("the Company")
under the provisions of the Insolvency and Bankruptcy Code, 2016 ("the Code") with effect from
23rd February, 2018.

In this connection, Mr. Sutanu Sinha had been appointed as Resolution Professional (RP) to carry out
the activities relating to CIRP as per the rules, regulations and guidelines prescribed by the Code.

Since the company was under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of
the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional -

(a) the management of the affairs of the company was vest in the Resolution Professional.

(b) the powers of the Board of Directors company stood suspended and exercised by the
Resolution Professional.

(c) the officers and managers of the company to report to the resolution professional and
provide access to such documents and records of the company as may be required by the
Resolution Professional.

1. LIQUIDATION

The Hon'ble National Company Law Tribunal, Hyderabad Bench ("NCLT") has passed its order dated
July 26, 2019 read with corrigendum order issued on July 31, 2019 for "Liquidation of M/s IVRCL
Limited as going concern" and appointed Mr. Sutanu Sinha as the Liquidator of the Company.

Claims and Distribution of assets in Liquidation under Insolvency and Bankruptcy Code (IBC).

The proceeds from the sale of the Company for "Liquidation as going concern" shall be distributed as
per section 53 of the Insolvency and bankruptcy Code 2016 (IBC). Updated list of Stakeholders is
hosted at the Company's website.

During liquidation Period, all of the powers of Board of Directors and Key managerial persons and
the partners of the corporate debtor, as the case may be, at cease to have effect and vested with the
Company's Liquidator.

E-auction Process and Distribution of Sale Proceeds of IVRCL Limited under Liquidation as Going
Concern

1. First E-auction Process: As per order dated 26th August 2021 of the Hon'ble National
Company Law Tribunal (NCLT), Hyderabad Bench after exclusion of time period from which
Successful bidder in First E-Auction who eventually failed to pay the sale price and as a result
entire bid process stood cancelled.

2. Second E-auction Process: The Second E-auction Process for the sale of the IVRCL
Limited/Company as a going concern was to be conducted on 04th October 2021. However,
in view of non-deposit of Earnest Money Deposit by prospective bidders within the timeline,
i.e., by 30th September 2021, the entire bid process under the Second E-Auction Process for
sale of IVRCL Limited as a going concern stood cancelled.

3. Third E-auction Process: Pursuant to the Invitation for EOI issued on 20^th November 2021,
Mr. Ponguleti Prasad Reddy, along with other Members through SPV ("Qualified Bidder")
submitted EOI along with documents and EMD amount of INR 50 Crores to participate in the
Third E-Auction Process for sale of IVRCL Limited under Liquidation as going concern. The
third E-Auction for sale of IVRCL Limited as going concern was conducted on 15^th December
2021 where no bid was received on E-Auction portal. In terms of Third E-Auction Process
Information Document issued by Liquidator, Qualified Bidder offer at minimum Reserve
Price of IN R 1200 Crores was considered as successful Bid and Qualified Bidder was declared
as ("Successful Bidder").

The Hon'ble NCLT vide its order dated 15th June 2022 directed the payment schedule within
which the successful bidder is required to make the payment of the balance sale
consideration of Rs. 1150 crores in 6 tranches of INR 200 Crore each and directed to make
strict adherence to the timelines as provided in the table detailing the payment schedule
and failure or any delay on part of Successful Bidder to make payment in time shall attract
the interest @12% p.a. for such delayed period.

The Successful bidder had already paid INR 50 Crore as part of EMD amount and INR 100
Crore as part of 1^st Tranche payment, and the same has been distributed among the secured
financial creditors upon receipt of executed undertaking after keeping aside the CIRP and
Liquidation Cost as per Section 53 of the IBC, 2016.

Due to non-adherence to the timelines as provided by NCLT for payment of the balance sale
consideration, the Stakeholders' Consultation Committee of the company vide its meeting
held on July 28, 2023 has decided to cancel the bid. Accordingly the Liquidator issued letter
to the Erstwhile Successful Bidder under Third E-auction process for cancellation of Demand
Notice dated December 29, 2021 for proposed sale of the Company pursuant to the E-
auction of the Company conducted on December 15, 2021 and filed Contempt Petition
against the Successful Bidder in the NCLT which is pending Adjudication. This has been
challenged by M/s. Raghava Square Private Limited (Successful Bidder) in the NCLT and is
pending adjudication.

While the above issues are pending adjudication with the NCLT the Successful Bidder had
filed an application with NCLT for extension of time for payment of balance consideration.
The Hon'ble NCLT vide its order dated 2^nd August 2024 has rejected the request for
extension and directed the successful bidder to adhere to payment schedule as outlined in
the order dated 15.06.2022. The successful bidder has filed an appeal before the Hon'ble
NCLAT against the order dated 2^nd August 2024

2. FINANCIAL HIGHLIGHTS

The Liquidator presents the 37^th Annual Report of IVRCL Limited ("Company") with Audited Financial

Statements of the Company for the Financial Year 2023-2024.

(Rupees in millions)

3. DIVIDEND

Since your company is under Liquidation as a going Concern and incurring losses the Liquidator
expresses his inability to recommend any dividend for the financial year 2023-2024.

4. PERFORMANCE REVIEW

Your company achieved a gross turnover of Rs.605.16 million for the financial year 2023 -24 as
against Rs. 740.43 million in the previous financial year. Profit/ (Loss) after Tax (PAT) stood at Rs.
(26960.75) million as compared to Rs. (23035.16) million for the previous financial year.

During the year under review, there is no change in nature of business of the company and no
material changes and commitments have occurred after the close of the year till the date of this
Report, which affect the financial position of the Company.

Shortage of working capital and initiation of liquidation process have negative impact on the
performance of the company.

5. TRANSFER TO RESERVES

Since your company is under Liquidation as a going Concern and incurring losses no reserves to be
transferred for the financial year 2023 - 2024.

6. BUSINESS REVIEW

The Management Discussion and Analysis Section of the Annual Report present a detailed business
review of the company.

7. CHANGE IN SHARE CAPITAL

There is no change in the share capital of the Company during the year under review. The trading in
the shares has been suspended by NSE & BSE from 3rd September 2019 due to Liquidation of the
Company as a going concern.

8. SUBSIDIARY COMPANIES

The Company has 26 direct subsidiaries and 3 associate companies within the meaning of Section
2(87) and 2(6) of the Companies Act, 2013 respectively (hereinafter referred as "Act). There has
been no material change in nature of business of the subsidiaries. Pursuant to Proviso to Section
129(3) of the Act, a statement containing the salient features, brief details of performance and
financials of the Subsidiaries, Associates and Joint Venture Companies, for the financial year ended
March 31, 2023 is attached to Financial Statements of the Company.

M/s. IVRCL Chengapalli Tollways Limited, one of the subsidiaries of IVRCL Limited was admitted into
Corporate Insolvency Resolution Process on April 20, 2023 and Resolution Professional was
appointed. The Resolution process of the company was successfully completed and the Resolution
plan was approved by the National Company Law Tribunal (NCLT) on 1^st May 2023.

In view of approval of the resolution plan by the NCLT, M/s. IVRCL Chengapalli Tollways Limited
ceases to be a subsidiary of IVRCL Limited from the date of approval.

Pursuant to Section 136 of the Act, the financial statements including consolidated financial
statements, other relevant documents and audited accounts of subsidiaries of the company are
available at website of the Company www.ivrcl.com under Financials Section and will be available
for inspection by any member at the Registered office of the Company on all working days during
business hours.

The Board has adopted a policy for determining material subsidiaries of the Company, as per SEBI
(Listing Obligations and Disclosures Requirements) Regulations 2015. The said policy is hosted at the
Company's website at the link

http://www.ivrcl.com/downloads/PolicyonMaterialSubsidiaries New.pdf

9. CONSOLIDATED FINANCIAL STATEMENTS

In terms of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations 2015, Consolidated Financial Statements of
the Company prepared in accordance with Accounting Standards issued by Institute of Chartered
Accountants of India, are attached and forms part of the Annual Report.

10. FIXED DEPOSITS

During year under review, your company has neither invited nor accepted any Fixed Deposits from
the public,

11. CORPORATE GOVERNANCE

Detailed Report on Corporate Governance as stipulated under Schedule V of SEBI LODR Regulations
is provided under separate section and forms part of this Report,

The requisite certificate from Practicing Company Secretaries, confirming the compliance of the
conditions stipulated under SEBI LODR Regulations is attached to the Report on Corporate
Governance,

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the
Report on Management Discussion and Analysis is annexed to this report and forms part of the
Annual Report,

13. POLICY ON CODE OF CONDUCT

The Company laid down a "Code of Conduct" for all Board members and Senior Management
Personnel, The said code of conduct is hosted at the Company's website,

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

The Company is under Liquidation as a going concern since 26th July 2019 vide NCLT order read with
corrigendum order dated 31st July 2019. By virtue of NCLT order all the powers of the Board of
Directors and Key managerial personnel shall cease to have effect and shall be vested with the
Liquidator, In addition to the above powers the Liquidator shall exercise the powers and duties as
enumerated in section 35 to 50, 52 to 54 of the Insolvency and Bankruptcy Code 2016 read with
Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations 2016.

There are no changes in Directors and Key Managerial Personnel of the Company during the year,

15. MEETINGS OF THE BOARD

No meetings were conducted by the Board of Directors since the powers of the Board of Directors
have been suspended w,e,f, 23.02.2018 pursuant to the orders dated 23.02.2018 of Hon'ble
National Company Law Tribunal (NCLT) on commencement of CIRP and subsequently on Liquidation
of the Company as a going concern dated 26th July 2019 read with corrigendum order dated 31st
July 2019.

16. BOARD COMMITTEES

Since the powers of the Board of Directors have been suspended w.e.f, 23.02.2018 pursuant to the
orders dated 23.02.2018 of Hon'ble National Company Law Tribunal (NCLT), the powers of the
various committees have also been suspended w.e.f. the same date on commencement of CIRP and
subsequently on Liquidation of the Company as a going concern. Hence no meetings have been
conducted.

17. BOARD EVALUATION

Since the powers of the Board of Directors have been suspended w.e.f. 23.02.2018 pursuant to the
orders of Hon'ble National Company Law Tribunal (NCLT) dated 23.02.2018 on commencement of
CIRP and subsequently on Liquidation of the Company as a going concern, evaluation of Board has
not taken place.

18. AUDITORS AND THEIR REPORTS

Statutory Auditors

M/s. Chaturvedi & Co., Chartered Accountants (Firm Registration No. 302137E) were appointed as
Statutory Auditors of the company at the Annual General Meeting held on 31^st day of December,
2022, for a period of 5 years [i.e. from the F.Y 2022-23 to F.Y 2026-27].

During the year under review, no fraud has been reported by auditors under sub-section (12) of
Section 143 of the Act.

The Comments for the qualifications in the Auditor's Report on the financial statements of the
Company for financial year 2023-24 are as provided in the "Statement on Impact of Audit
Qualifications" which is annexed hereafter and forms part of this report.

Secretarial Auditor

As per the provisions of Section 204 of the Act, the Company appointed M/s. D. Hanumanta Raju &
Co, Practicing Company Secretaries as Secretarial Auditor for the purpose of auditing the Secretarial
activities of the Company for the financial year 2023-24.

The Secretarial audit report issued by the said auditor has been annexed to this report as Annexure
A. The Secretarial Audit Report contains qualifications. Since the Board is suspended and the
Company is in Liquidation as a going concern comments on the qualifications are not provided.

Cost Auditor

As per the provisions of Section 148 of the Act read with Rules made thereunder, the company
appointed M/s. Sagar & Associates, Practicing Cost Accountants as Cost Auditor for the purpose of
auditing the Cost accounting records maintained by the company for the financial year 2023-24.

19. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

The particulars of loans, investments made and guarantees issued under Section 186 of the Act,
during year under review, are provided in notes to financial statements, which forms part of this
report.

20. RELATED PARTY TRANSACTION

As per the requirement of provisions of the Act and SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015, the Company has formulated a policy on Related Party
Transactions (RPT) to ensure the transparency in transactions between the company and related
parties. The said RPT Policy is also available at Company's website at the link
http://www.ivrcl.com/downloads/RelatedPartvTransactionPolicy.pdf

All Related Party Transactions entered by the Company during the year under review were in
ordinary course of business and on Arm's length basis. There were no materially significant related
party transactions entered by the company during year under review.

Since all the related party transactions entered into by the Company, were in ordinary course of
business and were on Arm's length basis, disclosure in form AOC- 2 as required under Section
134(3)(h) of the Act is not applicable.

The details of related party transactions pursuant to Accounting Standards are provided in notes to
financial statements.

21. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale
and complexity of operations. The details relating to internal financial controls and their adequacy
are included in the Management Discussion and Analysis Report, which forms part of this Report.

22. RISK MANAGEMENT

The company has established Risk Management process to manage risks with the objective of
maximizing shareholders value. The details of various risks that are being faced by the Company are
provided in Management Discussion and analysis Report, which forms part of this Report.

23. WHISTLE BLOWER POLICY

The Board has adopted a Whistle Blower Policy as stipulated under Section 177(9) of the Act and
SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 to report the genuine
concerns of the employees and Directors.

The Whistle Blower Policy adopted by the Company is hosted on Company's website at the link
http://ivrcl.com/downloads/WhistleBlowerPolicv.pdf

24. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or tribunals impacting the
going concern status and Company's operations in future.

25. CASES FILED UNDER SEXUAL HARASSMENT ACT

No cases were filed pursuant to the Sexual Harassment of Women at work Place (Prevention,
Prohibition and Redressal) Act, 2013, during the year under review.

26. PARTICULARS OF EMPLOYEES

The statement containing the information pertaining to employees as required under Section
197(12) of the Act read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, is annexed to this report. Having regard to provisions of Section 136 of the
Act, the Annual Report excluding the aforesaid information is being sent to the members of the
company. The said information is available for inspection at the registered office of the Company
during working hours and any member interested in obtaining the said information may write to
Company Secretary and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are annexed as Annexure B to this Report.

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

Conservation of Energy is an ongoing process in the Company's activities. The core activity of the
company is civil construction which is not an energy intensive activity.

There is no information to be furnished regarding Technology Absorption as your Company has not
undertaken any research and development activity in any manufacturing activity nor any specific
technology is obtained from any external sources which needs to be absorbed or adapted.

Innovation is a culture in the Company to achieve cost efficiency in the construction activity to be
more and more competitive in the prevailing environment and the effect of the same cannot be
quantified.

The particulars of expenditure and earnings in foreign currency are provided in notes to financial
statements.

28. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Act, the Company has constituted the CSR committee to
formulate, implement and monitor the CSR Policy of the Company. However as the Company does
not have average net profits for the three immediately preceding financial years, the Company was
not required to make any expenditure on CSR activities during financial year 2022 -23 as specified
under Section 135(5) of the Act.

Hence the information on CSR activities as required under Section 135(5) of the Act and Rule 8 of
Companies (Corporate Social Responsibility Policy) Rules, 2014, has not been provided by the
Company, for the financial year 2023-24.

29. EXTRACT OF ANNUAL RETURN

The Annual Return in form MGT- 9 as required under Section 92 of the Companies Act, 2013 is
provided at the company website. For details please click www.ivrcl.com.

30. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS.

The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board meetings and Annual General Meetings.

31. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the
Management appreciates the employees of all cadres for their dedicated services to the Company.

32. DIRECTORS' RESPONSIBILITY STATEMENT

The Company is under Liquidation as a going concern. The powers of Board of Directors and
Key managerial persons of the corporate debtor have been suspended. Hence the Directors
Responsibility Statement is not applicable to the Company.

33. CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) AND LIQUIDATION AS A GOING
CONCERN

The Company was under CIRP and subsequently under liquidation as going concern and information
pertaining to the process is available at the Company website www.ivrcl.com.

34. ACKNOWLEDGEMENTS AND APPRECIATIONS

The Liquidator wishes to express appreciation of the support and co-operation of the Stakeholders,
various departments of Central and the State Governments, Bankers, Financial Institutions,
Suppliers, Employees, Associates, Subcontractors and others.

Sutanu Sinha

Liquidator for IVRCL Limited

IP Registration No. IBBI/IPA-003/IP-N00020/2017-18/10167

Place: Hyderabad
Date: 06.12.2024