Interim report
Page 1
February 13, 2026 To, Corporate Relationship Department, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001. Listing Department, National Stock Exchange of India Limited Exchange Plaza, C-1 Block G Bandra Kurla Complex, Bandra (E), Mumbai 400 051 Dear Sir, Ref.: Scrip Code: 532947, Symbol: IRB Subject: Outcome of the Meeting of the Board of Directors held on February 13, 2026 Please note that the Board of Directors of the Company (the “Board”) at its meeting held today i.e. February 13, 2026, has inter-alia, approved / recommended the following: 1. Consolidated & Standalone Unaudited Financial Results for the quarter and nine months ended December 31, 2025. A copy of the results along with the Limited Review Report is enclosed herewith as Annexure – I. Also find enclosed the Press Release of the Company in this regard. 2. Declared 3 rd Interim dividend of 7% (Re.0.07/- per equity share of face value of Re.1/ - each) for financial year 2025-26. The record date for the purpose of payment of dividend is February 19, 2026. The 3rd Interim dividend shall be paid to the eligible shareholders on or before March 14, 2026. 3. Recommended the issuance of Bonus equity shares in the proportion of 1 (one) new fully paid up equity share of Re.1/- each for every existing 1 (one) equity shares of Re.1/- each held by the members of the Company as on record date, subject to shareholders’ approval through Postal Ballot and other applicable statutory and regulatory approvals, if any. The Record Date for determining eligible shareholders entitled for issuance of Bonus Shares will be intimated separately. 4. Increase in Authorised Share Capital of the Company from Rs.615,00,00,000/- (Rupees Six Hundred Fifteen Crore only) divided into 615,00,00,000 (Six Hundred Fifteen Crore) equity shares of Re.1/ - each to Rs.1260,00,00,000/- (Rupees One Thousand Two Hundred and Sixty Crore only) divided into 1260,00,00,000 (One Thousand Two Hundred and Sixty Crore) equity shares of Re.1/ - each and consequent alteration to Clause V of the Memorandum of Association of the Company; subject to Shareholders’ approval through Postal Ballot and other applicable statutory and regulatory approvals , if any.
Page 2
5. Re-appointment of Mrs. Deepali V. Mhaiskar (DIN: 00309884) as Whole Time Director of th e C ompany w.e.f. May 19, 2026, subject to Shareholders’ approval through Postal Ballot and other applicable statutory and regulatory approvals, if any. 6. M aterial Related Party contracts to provide works in relation to initial upgradation / O&M works / project implementation to act as the project manager in relation to the TOT -18 Project implemented through IRB Chandibhadra Tollway Private Limited (the “Project SPV”), on such terms and conditions as may be agreed, and on an arms -length basis and in the ordinary course of business, subject to approval of members of the Company and such other approvals as may be applicable. T he Company has agreed to act as the Project Manager for a revenue linked concession period of 20 years from the Appointed Date, for an aggregate estimated value of up to Rs.1,581.83 crore (plus applicable taxes payable as per the definitive documents, i.e., approximately up to INR 1,866.55 crore including GST @18%). The Board Meeting commenced at 02:30 pm and concluded at 04:05 pm. The details of the aforesaid transactions as required in pursuance of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with SEBI circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, as amended are enclosed herewith as: 1. D isclosure in respect of the proposed issue of Bonus shares to equity shareholders of the Company – Annexure II 2. Re-appointment of Mrs. Deepali V. Mhaiskar (DIN: 00309884) as Whole Time Director of the Company w.e.f. May 19, 2026 – Annexure III 3. Material Related Party Transaction in relation to project implementation agreement with IRB Chandibhadra Tollway Private Limited the TOT -18 Project SPV of IRB Infrastructure Trust - Annexure IV F urther, the Board has also consented for Postal Ballot to be conducted in accordance with the provisions of Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration), Rules, 2014 for below mentioned resolutions for approval of the Members of the Company – Item No. Description of Resolution 1 Issuance of Bonus Shares to equity shareholders of the Company. 2 Increase in Authorized Share Capital and consequent amendment to C lause V of Memorandum of Association of the Company.
Page 3
3 Material related party transactions in relation to project Implementation Agreement with IRB Chandibhadra Tollway Private Limited the TOT-18 Project SPV of IRB Infrastructure Trust. 4 Re-appointment of Mrs. Deepali V. Mhaiskar (DIN: 00309884) as Whole Time Director of the Company. You are requested to kindly take note of the same. For IRB Infrastructure Developers Limited Mehul Patel Company Secretary
Page 4
MSKA & Associates LLP (Formerly known as MS KA & Associates) Chartered Accountants HO 602, Floor 6, Raheja Titanium Western Express Highway, Geetanjali Railway Colony, Ram Nagar, Goregaon (E) Mumbai 400063, INDIA Tel: +91 22 6974 0200 Independent Auditor's Review Report on consolidated unaudited financial results of IRB Infrastructure Developers Limited for the quarter and year to date pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended To the Board of Directors of IRB Infrastructure Developers Limited 1. We have reviewed the accompanying Statement of consolidated unaudited financial results of IRB Infrastructure Developers Limited (hereinafter referred to as 'the Holding Company') and its subsidiaries, (the Holding Company and its subsidiaries together referred to as the 'Group') for the quarter ended December 31, 2025 and the year to date results for the period from April 01, 2025 to December 31, 2025 ('the Statement') attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ( 'the Regulations'). 2. This Statement, which is the responsibility of the Holding Company's Management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 'Interim Financial Reporting' prescribed under Section 133 of the Companies Act, 2013 ( 'the Act') read with relevant rules issued thereunder ('Ind AS 34') and other recognised accounting principles generally accepted in India and is in compliance with the Regulations. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters thafmight be.identified in ar(audit. Accordingly, we do notexpress an audit opinion; We also performed procedures in accordance with the circular issued by the Securities and Exchange Board of India under Regulation 33 (8) of the Regulations, to the extent applicable. 4. This Statement includes the results of the Holding Company and the entities stated in Annexure 1. 5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement prepared in accordance with the recognition and measurement principles laid down in Ind AS 34 and other recognised accounting principles generally accepted in India has not disclosed the information required to be disclosed in terms of the Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. Registered Office: 602, Raheja Titanium, Western Express Highway, Goregaon (East), Mumbai-400063, Maharashtra, India Tel: +91 22 6974 0200 I LLPIN: ACT-3789 Ahmedabad I Bengaluru I Chandigarh I Chennai I Coimbatore I Goa I Gurugram I Hyderabad I Kochi I Kolkata I Pune www.mska.in Annexure I
Page 5
MS KA & Associates LLP (Formerly known as MS KA & Associates) Chartered Accountants 6. We did not review the interim financial information of nineteen subsidiaries included in the Statement, whose interim financial information, before giving effect to the consolidation adjustments reflects total revenues of Rs. 15,234 million and Rs. 53,702 million, total net profit after tax of Rs. 2 million and Rs. 551 million and total comprehensive income/ (loss) of Rs. (21) million and Rs. 538 million, for the quarter ended December 31, 2025 and for the period from April 01, 2025 to December 31, 2025, respectively, as considered in the Statement. These interim financial information have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the report of the other auditors and the procedures performed by us as stated in paragraph 3 above. Our conclusion is not modified in respect of the above matter with respect to our reliance on the work done by and report of the other auditors. For MS KA ft Associates LLP (Formerly known as MS KA ft Associates) Chartered Accountants ICAI Firm Registration No. 105047W /W101187 ~\~~ Nitin Tiwari Partner Membership No.: 118894 UDIN: 'l.'-1..1.%i!l"l~C-2.E. '1.N.3'5'-1 g Place: Mumbai Date: February 13, 2026 Registered Office: 602, Raheja Titanium, Western Express Highway, Goregaon (East), Mumbai-400063, Maharashtra, India Tel: +91 22 6974 0200 I LLPIN: ACT-3789 Ahmedabad I Bengaluru I Chandigarh I Chennai I Coimbatore I Goa I Gurugram I Hyderabad I Kochi I Kolkata I Mumbai I Pune www.mska.in
Page 6
MSKA & Associates LLP- (Formerty known as MS KA ft Associates) Chartered Accountants Annexure 1 List of subsidiaries included in the consolidated unaudited financial results of IRB Infrastructure Developers Limited. Sr. No 1 2 Name Of Entity IRB Ahmedabad Vadodara Super Express Tollway Private Limited Modern Road Makers Private Limited 3 Mhaiskar Infrastructure Private Limited 4 Ideal Road Builders Private Limited 5 6 IRB Infra Industries Private Limited (Formerly known as IRB Kolhapur Integrated Road Development Company Private Limited) IRB Goa Tollway Private Limited 7 ATR Infrastructure Private Limited 8 IRB Sindhudurg Airport Private Limited 9 Aryan Toll Road Private Limited 10 Aryan Infrastructure Investments Private Limited 11 Thane Ghodbunder Toll Road Private Limited 12 IRB MP Expressway Private Limited 13 Aryan Hospitality Private Limited 14 IRB Infrastructure Private Limited 15 MRM Mining Private Limited 16 GE1 Expressway Private Limited 17 IRB PS Highwat Private Limited 18 Pathankot Mandi Highway Private Limited 19 Chittoor Thachur Highway Private Limited 20 VM7 Expressway Private Limited (up to November 30, 2025) Relationship with Holding Company Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Sup_sidiary Subsidiary Subsidiary Subsidiary Registered Office: 602, Raheja Titanium, Western Express Highway, Goregaon (East), Mumbai -400063, Maharashtra, India Tel: +91 22 6974 0200 J LLPIN: ACT-3789 Ahmedabad I Bengaluru I Chandigarh I Chennai I Coimbatore I Goa I Gurugram I Hyderabad I Kochi I Kolkata I Mumbai I Pune www.mska.in
Page 7
MSKA & Associates LLP (Formerly known as MS KA & Associates) Chartered Accountants List of joint ventures included in the consolidated unaudited financial results of IRB Infrastructure Developers Limited (Refer Note A below) Sr No 1 2 Name Of Entity MMK Toll Road Private Limited IRB Infrastructure Trust Subsidiaries of IRB Infrastructure Trust 1 AE Tollway Limited 2 Yedeshi Aurangabad Tollway Limited 3 IRB Westcoast Tollway Limited 4 Solapur Yedeshi Tollway Limited 5 CG Tollway Limited 6 Udaipur Tollway Limited 7 Palsit Dankuni Tollway Private Limited 8 IRB Golconda Expressway Private Limited 9 Samakhiyali Tollway Private Limited 10 IRB Lalitpur Tollway Private Limited 11 IRB Kota Tollway Private Limited 12 IRB Gwalior Tollway Private Limited 13 Meerut Budaun Expressway Limited Relationship with Holding Company Joint Venture Joint Venture 14 IRB Harihara Corridors Private Limited (Newly incorporated w.e.f. December 3, 2025) ls Kaithal Tollway Lin\ited (up to October 30; 2.025) 16 Kishangarh Gulabpura Tollway Limited (up to October 30, 2025) 17 IRB Hapur Moradabad Tollway Limited (up to October 30, 2025) (A) As stated in Note 3 to the accompanying Statement of consolidated unaudited financial results, with effect from quarter ended December 31, 2024, these joint ventures are measured at fair value through profit and loss account ("FVTPL") as per Ind AS 28, "Investment in Joint ventures and Associates". Registered Office: 602, Raheja Titanium, Western Express Highway, Goregaon (East), Mumbai-400063, Maharashtra, India Tel: +91 22 6974 0200 J LLPIN: ACT-3789 Ahmedabad I Bengaluru I Chandigarh I Chennai I Coimbatore I Goa I Gurugram I. Hyderabad I Kochi I Kolkata I Mumbai I Pune www.mska.in
Page 8
Corporote Office: 3rd Floor, IRB Complex, Chandivali Farm, Chondivali Village, Andr.eri (E), Mumbai - 400 072. Tel: 91 - 22 - 6640 4220 / 4880 4200 ■ Fox: 91 - 22: 2857 3441 e-mail:info@irb.co.in ■ www.irb.co.in CIN: L65910MH1998PLC115967 INFRASTRUCTURE DEVELOPERS LTD HIGHWAY TO GROWTH .Part I: Stateme11t ofl'11auditcd Comolidatcd Financial Results for the quarter and nine month, ended December 31, 2025 (Rs. in million except earnings per share d~la) Sr. Ko. Particulars Q ml rter ended Nine months ended Year ended 31.12.2025 30.09.2025 31.12.2024 31.12.2025 31.12.2024 31.03.2025 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) 1 Revenue from opera lions a) Revenue from services 14,898.80 14,476.06 17,805.70 48,033.90 52,193.50 70,619.99 b) Gain on lnvITs & Related Assets as per fair 3,416.82 2,784.85 2,281.1 S 7,757.22 2,28Ll5 5,130.62 value measurement (refer note 3(ii)) c) Dividend ,1 lntcrcs\ income from Inv!Ts & 396,06 249,25 167,58 1,420.38 167.58 384.06 Related Assets (refer note 3(iii)) Total Revennc from operations 18,711.68 17,510.16 20,254.43 57,211.50 54,642.23 76,134.67 ((la) to (le)) 2 Otli er income· 410.52 492.79 649.38 1.559.42 3.494.60 4 .180.80 3 Total Income (1) + (2) 19.122.20 18,002.95 20 903.81 58,770.92 58.136.83 80,"lJ5.47 4 Expenses a) Cost of material consumed 1,055.67 1,543.43 1,435.76 5,594.69 3,450.22 6,009.14 b} Road work and site expenses 4,973.82 4,464.01 6,656.90 15,933.03 \8,6l 1.80 24,924.74 c) Employee benefits expense 1,049.57 1,197.44 1,086.68 3,289.79 3,168.90 4,256.43 d) Fin once costs 4,364.16 4,509.62 4,613.64 13,493.77 13,342.86 17,919.35 e) Depreciation and an1ortisation expense 2,894.06 2,621.15 2,650.98 8,207 31 7,513.12 . 10,376.25 f) Other expenses 1.408.28 l.059.24 1.232.88 3 403.73 3 331.48 4 885.86 Total Expenses ((43) to (41)) 15 745.56 15.394.~9 17.676.84 49 922.32 49,418.38 68,371.77 5 Profit before sltare of profit/ (loss) of joint 3,376.64 2.608.06 3,226.97 8,848.60 8,718.45 11,943.70 ,·cnturcs, exceptional items and tax (3)- (4) 6 (Loss) ftom Joint Ventures (net) - . . . (1.37108 ) (1.37 1.08 7 Profit before exceptional item and tax 3,376.64 2,608.06 3,226.97 S,848,60 7,347.3 7 10,S72.62 (5) + (6) 8 Exceptional items (refer note 3(i) & 5) (426.54 58,o41,28 (426.54' 58,041.28 58,041.28 9 Profit before tax (7) + (8) 2,950.10 2,608.06 61,268.25 8,422.06 65,388.65 63,613.90 10 Tax n-pcnscs Current tax (66.01) 489.20 333.81 670.12 1,342.71 1,635.52 Deferr~d tax 908.21 710.62 673.35 2 210.93 1.386.32 2.171.54 Total tax expenses 842.20 ( .199.82 1,007.16 2,881.05 2,729.03 3,807.06 11 Net Profit after lax (9)- (10) 2,107.90 1,408.24 60,261.09 5,541.01 62,659.62 64,806.84 12 Other comprehensive income/ (loss) : A. Items that will not be recillssified to statement of 11rofit and loss in subsequent period I year Mark to market gain I (Joss) on fair value (49.27) 134.42 (164.09) 1,159.60 (553.45) (1,385.01) measurement of invesnnents (net of ta.x) Re-measmement of gain I (loss) on defined (19.18) 5.14 (7.96) (8.89) (23,26) 20,14 benefit plans (net of tax) ll. Items that will be reclassified to statement of profit sod loss in subsequent ~riod /Jear F.ff~tive pottion of gaini(loss) on ca.sh tlow 28.16 831.32 (1,084.32) 1,337.08 41.48 (205.63) hedge (net of tax) Other comprehensive income I (loss) for the (40,29) 970.88 (1,256.37) 2,487,79 (535.23) (1,570.50) period J year, net of tax (,HB) l3 Total comprehensive income for the period/ 2,067.61 2,379.12 59,004.72 8,028.80 62,124.39 63,236.34 year (11) + (12) Attributable to: Equity holders 2,067.61 2,379.12 59,004.72 8,028.80 62,124.39 63,236.34 Non-controlling interest - - - . - - 14 Paid-up equity shru~ capital (face value - 6,039.00 6,039.00 6,039.00 6,039.00 6,039.00 6,039.00 Re. I per share) 15 Olhcr cquily 1,92,226.79 16 Earnings per share ( of Re. I each) basic and 0.35 0,23 9,98 0,92 10.38 10.73 diluted- <Rs.) • *not annualised except for the year ended March 31, 2025 ~ .......... ~ See acconrnanvin~ notes to the unaudited consolidated firumcial results - d 'i;.l o.o;;:;.~~ ' ◄ ~ . ◄ II\ ,ii ~u·_,.~oci.-;;~ □·.S-, ~ (JJ (, 'S, ... ;~ a I ~ ~ ~ 00> \'G 1'r \ _,.., ' "'d· -S- nowfedge Park, 11 Reg i stared Office: 1101, Himnandoni K Opp. Hlranandani Ho Tel: 91-22-6733 6400 ✓s~a::il'i'~ Floor, Technolgy Street, Hill Side Avenue, _ spitol, Powai, Mumbai - 400 076 / 40536400 Fax: 91-22-4053 6699 e-mail: infu@irb.co.in www.irb.co.in ~ ~ 0 UKAS R MANAGEMENT S.VSTEMS <KW Ce rtifcate Number 23 725 a,-/tr• dP.'- •~ .... ISO 9001, ISO 1400 ISO 45001, ISO 270 1, 01
Page 9
Certifcate Number 23725 ISO 9001, ISO 14001, ISO 45001, ISO 27001 Part ll: Report on Unaudited Consolidated Segment Re,•e11ue, Segment Results and C•pjtaJ Employed for tltc quarter and nine monlhs. ended December 31, 2025 )>articulars Quarter -tmded 1-iilne months ended 31.l2.202S 30.o9,2025 31.12.2024 31.12.2025 31.12.2024 (C nauditod) (U uaudi ted) (Unaudited) (Una ndited) (lloauditcd) 1. Segment Revenue a. BOT/ TOT Projects 7,065.51 6,274.64 6,476.91 19,800.39 18,427.29 b. JnvITs & Related Assets# 3,812.87 3,034.11 2,448.73 9,!77.60 4,537.90 c. Construction 7,806.37 8,155.11 11,291.87 28,103.90 33,631.43 d. Unal!ocat«fcorporate 26.93 46.30 J6,92 129.6\ 134.78 Total 18,711.68. 17,510.16 20,254.43 57,211.50 56,731.40 Less : Inter seiment_ revenue - - - . Revenue from Operations 18,711.68 17,510.16 20,254,43 57,2 l 1.50 56,731.40 2. Segtnent Results a. BOT/ TOT Projects 3,595.21 3,079.33 3,152.24 9,84<i,75 8,973.74 b. Invffs & Related Assets # 3,520.48 2,752.64 2,138.56 8,383.25 4,227.73 c. Construction 1,197.25 l,367.28 2,574.98 4,607.03 8,659.72 d. Unallocated corporate (76.92) (89.37) (64 24) (213.26) ( \53.66 ) Tot.I 8,236,02 7,109.ll8 7,801.54 • 22,623.77 21,707;53 Less: Interest (4,364.16) (4,509.62) (4,613.64) (13,493 ,77) (13,342.86) Other un-allocable income net offun-allocable expenditure (~95.22) 7.80 39.07 (281.40) 353.78 Exceptional items (refer note 3{i) & 5) (426,54) 58,041.28 (426.54) 58,041.2& (Loss) from Joint Venture, (net) . - (1,37108 ) 3. Profit before tax 2,950.10 2,608.06 61,268.25 8,422.06 65,.388.65 Segmc~t A ,sets a BOT/ TOT Projects 2,33,583.09 2,35,717.53 2,39,786 22 2,33,583.09 2,39,786.22 b. InvITs& RclatcdAsselS 2,29,660.42 2,20,651.67 2,11,263.12 2,29,660.42 2,1 \,263.12 c. Construction 34,220.72 42,124.90 42,931.59 34,220.72 42,931.59 d. Vnallowted coiporate 39,072 29 44,966.07 47,353.62 39,072.29 47,353.62 Total(A) 5,36,536.52 5,43,460.17 ~,41,JJ 4,55 5,.36,536.52 5,41,334.55 Segment Li abilities a. DOT/ TOI' Projects 97,R37.72 99,058.51 1,03,425.27 97,837.72 1,03,425.27 b. Inv!Ts & Related Assets - . c, Com.truchon 8,223.86 9,370.80 12,037.74 8,223.86 12,037.74 d. Unallocated corporate 2,25,025.8 \ 2)1,226.67 2,28,113.79 2,25,025.81 2,2R,l!U 9 Total (B) 3,31,087.39 3,39,655.98 3,43,576.80 3,3l,OS7,39 3,43,576.80 Total (A)-(B) 2,05,449.13 2,03,804.19 1,97,757.75 2,05,449.13 1,97,757.75 (Rs in million) Year ended 31.03.2025 (Audited) 24,838.78 7,603 85 45,6-06.76 17445 78,223.84 - 78,223.84 11,702.15 6,990.79 11,047.51 (224.51) 29~15.9'1 (17,919.35) 347.09 58,041.28 (1,371.0S) 68,613.90 2,37,080.42 2,13,037.00 43,212.46 45,629.83 5,38,.959.71 1,01,RRR.72 12.,124 06 2,26,681.14 3,40,693.92 l ,98,265. 79 i:. Segment revenu(! and result~ Jo twl mclrlde/r)il' tYJlue K(li11/(loss) in [RR lnvfT Fund as it continues to hi! mea.rnred atji1irvalue through other comprehemi~e income ('Fl,,TOCI''). Note~: a. Pursuant to Regu1ation 33 of the SEBl (Listing Obhgauoo, & Disclosure Requiretnents) Regulations, 2015, \he Company has opted to publish only the comolid.tcd scgn,enls. Segment rt.-porting of llU3 Infrastructure Dev-c:lop;::rs Limited and its subsidiaries ( cogecher, 'the Group'} has been prepared in accordance with Indian Accounting Swull:ll"d I OS ,iOperating Segment" (Ind b. !nd AS 108 requires operating sqµnm\S lo be determined based on information that i, regularly reviewed by the Chief Opcratin~ Decision Maker ("COJJM"} for the pu[J)ose of allocating resources to the segment and to assess its perfornumc:e. AccQrdingly, the Group has identified below operating segments· iJJuil~ Operate and Transfer ('BOT').' Tull, Operate and Transfer ('TOT') segment consist ofoperation and maintenance of road,. ii.InvlTs & Related Assets segme1\t consists of invcstmcnb. in units of lRll lnfr.astructure Trust, IRR Inv1T Fnnd and other related asse~ (refer note c) iii.Construction segment consists of development and maintenance of roads c. \Vith regulatory ch.cu1ges relati11g lo operation~ of Infrastructure Invc~ttn~nl Tru~t, coupled 1,vilh chru:iges. in business ern,·ironrne11t nnd e~1erging bu~ines~ opportunities, the Grouj, aligned it.s bu::.inc::.::. roudel with respect to it~ in\'eStrni:nt in JRB Infrastructure lrus~ DO) InvJT Puud and related assets ("JnvITs & Related Assets"). Consequently, during the Quarter ended December 31, 20241 the Group identified "lnvlTs & Rch1teJ Asse1s" as a new operating segment • • d. Conslructjon ~srnent includes other opennll\~ re,:erme oh arinuity rebted to Hybrid Annuity M~del (HAM) projects.
Page 10
Certilcate Number 23725 ISO 9001, ISO 14001, ISO 45001, ISO 27001 Notes to the Statement of Unaudited Consolidated Filiancial Results for the quarter and nine months ended Ucccmbcr 31,2025 .··· ·,. •.• .·, 1. TI1e Statement of Unaudiled Consolidated Financial Results for the quarter and nine months ended December 31, 2025 have been reviewed by Audit Committee and approved by Board of DireL'tors at ils meeting held on February 13, 2026. The $tatutory Auditors of the Company have carried out limited review on the above results iii terms of Regulation 33 of the S.l:iBl (Listing Obligation and Disclosure Requirements) Regulations, 2015 ('the Regulation'), as amended and expressed an unmodified conclusion. 2. The Statement of Unaudited Consolidated Financial Results of the Group have been prepared in accordance with the recognition an:d measurement principles laid down in the Indian Accou~ting Standard 34 'Interim Financial Reporting', prescribed under Section 133 of the Companies Act, 2013 read with relevant rule_,; issued thereunder and other recognised accounting principles generally accepted in India and in tenns of the Regulation. 3. For the reasons stated in Notes to Part II related to segment r_esults - i) the Group aligned its busiocss modd with respect to its investments in lnv!Ts & Related Assets, Consequently, during the qLU1rter ended December 31, 2024, the Group assessed its eligible investmenL~, including interest in joint ventures meeting the required conditions under ind AS 28, "lnv~stment in Joint ventures and Associates", for measurement at fair value through profii and loss account ("FVTPL"). Accordingly, on initial recognition, fair value gain of Rs 58,041.28 million (net of deferred tax of Rs 16,254.35 million) was recognised and presented as' Exceptional items'. ii) Subsequent gain on measurement of these investments at fair value ha~ been recognised and presented as "Gain on Inv!Ts & Related Assets as per fair value measurement" under revenue from operations in the Statement of unaudited consolidated financial results. iii) "Dividend / Interest income from Tnv!Ts & Related Assets" have been presented separately under revenue from operations from the date of initial recognition on account of the above change. 4. The Company fully redeemed its Secured, Redeemable, Listed, Rated, Non-Convertible Debentures on June 28, 2025. 5. Effective N6vembcr 21, 2025, the Government of India consolidated 29 exi~ting labour regulations into four Labour codes, namely, The Code on Wages, 2019, The Industrial Relations Code, 2020, The Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020; collectively referred to as the 'New Labour Codes'. The New Labour Codes has resulted in material increase in provision for employee benefits on account of re.cognition of past service costs. Based on the requiremenl~ ·ofNew Labollr Codes and relevant Accounting Standard, the Group h~s assessed aud accounted the estimated incrememal impact of Rs. 426.54 million as Exceptional Item in the Statement of Unaudited Consolidated Financial Results for the quarter and nine months ended Dece1nber 31, 2025. Upon notification of the related Rules to the New Labour Codes by the Government and any further clarilication from the Gov~rnment on other aspects or the New Labour Codes, the Group will evaluate and account for additional impact if any, in subsequeut period:;. 6. The Company is the 'Sp<:1nsor' ofTirn Tnv!T Fund ("lhe Trust"), an Infrastructure Investment Trust registered with Securities and Exchange Board ofTndia under Infrastructure Investinent Trusts (JnvlT) Regulations, 2014, as amended. During the quarter, the Company has concluded the sale of investment held in its wholly owned subsidiary, VM7 Expressway Private Limited ("VM7") for an agreed C-Onsideration of Rs. 5,130.00 million vide Share Purchase Agreement (SPA) dated December I, 2025 with the Trust and thereafter VM7 ceased to be the subsidiary. 7. Key n\lmbers of standalone financial results of the Company for the qLU1rter and nine months ended December 31, 2025 am as under:- (Rs in million) ·- Quarler end •d Nine months ended Year ended Particulm·s JU2,2025 30,09,2025 31.12.2024 31.12.2025 31.12.2024 31.03.2025 (U nauditcd) /Un•ndited) /Unaudiledl run• udited) (Unaudited\ /Audited) Revenue from operntions 10,967.53 10 647.24 13 490.50 34 554.59 35 972.03 50.633.42 Profit for the period ,year beforn ta>< 3 555.66 2,955.86 511,948.64 8,375.56 54 565.92 58 130.25 Net Profit for the pariodlya;ir ancr 1a, 2,785.63 1 883.73 50 338,88 6 067.0S 53 356.19 56.140.58 8. The Board of Dire,;tors has recommended a Bonus Issue of Equity Shares in the ratio of I (One) fully paid-up Equity Share of tl each for every 1 (One) e><isting fully paid-up Equity SJ,are of tl each held by the shareholders of the Company (as on the record date to be decided by the Company), subject to the approval of shareholders through Postal 13allot. 9. The Board of Directors at its meeting held 011 February 13, 2026 has declared interim dividcnd·ofR.c. 0.07 per equity share of face value of Re.1/- each. 10. Fig .. res for the previous periods have been regrouped/reclassified to confirm to the classification of the current periods 11. The abov~ statement of unaudited consolidated financial result~ of the Company are available on the Company's website (\.\'WW.irb.co.in) and stock exchanges websites, BSE (www.bsoindia com) and NSE (www.nseindia.com), where the shares of the Company are listed. For and on behalfofthe Hoard of Directors of _ _,,, ___ •_R~ =-e\·elopers Limited Vircndra n, Mhaiskar Chairman and M.anaging Director Place: Mumbai Date: February l 3, 2026
Page 11
MSKA & Associates LLP (Formerly known as MS KA & Associates) Chartered Accountants HO 602, Floor 6, Rahej ~ Titanium Western Express Highway, Geetanjal i Railway Colony, Ram Nagar, Goregaon (E) Mumbai 400063, INDIA Tel: +91 22 6974 0200 Independent Auditor's Review Report on Standalone unaudited financial results of IRB Infrastructure Developers Limited for the quarter and year to date pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. To The Board of Directors of IRB Infrastructure Developers Limited 1. We have reviewed the accompanying statement of standalone unaudited financial results of IRB Infrastructure Developers Limited (hereinafter referred to as 'the Company') for the quarter ended December 31, 2025 and the year to date results for the period from April 01, 2025 to December 31, 2025 ('the Statement') attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('the Regulations'). 2. This Statement, which is the responsibility of the Company's Management and has been approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 'Interim Financial Reporting' , prescribed under Section 133 of the Companies Act, 2013 ( 'the Act') read with relevant rules issued thereunder (' Ind AS 34') and other recognised accounting principles generally accepted in India a.no is in compliance with the ·Regulations. Our responsibility is to express a conclusion on-the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 4. Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement prepared in accordance with the recognition and measurem~nt principles laid down)n Ind AS 34 and other ,recognised account-ing P..rinciples generally ·,. accepted in India has not disclosed the information required to be disclosed in terms of the Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. For M S KA & Associates LLP (Formerly known as M S KA & Associates) Chartered Accountants ICAI Firm Registration No. 105047W /W101187 ~ ~"'~---- Nitin Tiwari Partner Membership No.: 118894 UDIN: 2..G 1.i.U34 M1.1<.FA'ti<l ~':\- Place: Mumbai Date: February 13, 2026 Registered Office: 602, Raheja Titanium, Western Express Highway, Goregaon (East), Mumbai-400063, Maharashtra, India Tel: +91 22 6974 0200 I LLPIN: ACT-3789 Ahmedallad I Bengaluru I Chandigarh I Chennai I Coimbatore I Goa I Gurugram I Hyderabad I Kochi I Kolkata I Pune www.mska.in
Page 12
Corporate Office : 3rd Floor, IRB Complex, Chondivoli Form, Chondivoli Village, Andheri (E), Mumbai - 400 072. Tel: 91 ~ 22 - 6640 4220 / 4880 4200 • Fox: 91 - 22 - 2857 3441 e-mail: info@irb.co.in ■ www.irb.co.in CIN: L65910MH1998PLC115967 INFR_ASTRUCTURE DEVELOPERS LTD HIGHWAY TO GROWTH Part I: Statement of Unaudited Standalone Financial Results for the quarter and nine months ended December 31, 2025 (Rs. in million except earnings per share data) Quarter ended Nine months ended Year ended Sr. Particulars 31.12.2025 30.09.2025 31.12.2024 31.12.2025 31.12.2024 31.03.2025 No. (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) 1 Revenue from operations a) Revenue from services 7,154.66 7,613.14 11,054.05 25,827.76 33,535.58 45,143 .02 b) Gain on lnvlTs & Related Assets as per fair value 3,416.81 2,784.85 2,281.15 7,757.22. 2,281.15 5,130.62 measurement (refer note 3(ii)) c) Dividend/ Interest income from lnvlTs & Related 396.06 249 .• 25 155.30 969.61 155.30 359.78 Assets (refer note 3(iii)) Total Revenue from operations ((la) to (le)) 10,967.53 10,647.24 13,490.50 34,554.59 35,972.03 50,633.42 2 Other income 996.90 1,073.80 1,409.73 2,832.65 6,029.88 7,471.00 3 Total Income (1)+(2) 11,964.43 11,721.04 14,900.23 37,387.24 42,001.91 58,104.42 4 Expenses a) Contract and site expense 6,044.19 6,500.08 9,628.01 22,125.06 29,203.14 39,324.39 b) Employee benefits expense 184.10 164.93 205.77 492.61 593.04 699.20 c) Finance costs 1,512.25 1,530.39 1,535.48 4,614.65 4,206.44 5,774.23 d) Other expenses 561.35 569.78 531.45 1,672.48 1,382.49 2,125.47 Total Expenses {(4a) to (4d)) 8,301.89 8,765.18 11,900.71 28,904 .80 35,385.11 47,923.29 s Profit before exceptional item and tax (3) - (4) 3,662.54 2,955.86 2,999.52 8,482.44 6,616.80 10,181.13 6 Exceptional items - (refer note 3(i) & 7) (106.88) . 47,949.12 (106.88) 47,949.12 47,949 .12 7 Profit before tax (5) + (6) 3,555.66 2,955.86 50,948.64 8,375 .56 54,565.92 58,130.25 8 Tax expenses Current tax (21.00) (60.20) 72.16 - 267.06 295.01 Deferred tax 791.03 1,132.33 537.60 2,308.48 942.67 1,694.66 Total tax expenses 770.03 1,072.13 609.76 2,308.48 1,209.73 1,989.67 9 Net Profit after tax (7) - (8) 2,785.63 1,883.73 50,338.88 6,067.08 53,356.19 56,140.58 10 Other comprehensive income/ (loss) : A. Items that will not be reclassified to statement of profit and loss in subsequent period/ year Mark to market gain I (loss) on fair value (49.27) 134.42 (164.09) 1,159.60 (553.45) (1,385.01) measurement of investments (net of tax) Re-measurement of gain/ (loss) on defin ed benefit 3.74 0.30 (3.18) 4.36 (9.53) 1.25 plans (net of tax) B. Items that will be reclassified to statement of profit and loss in subsequent period/ year Effective portion of gain/(lo ss) on cash flow hedge 28.16 831.32 (1,084.32) 1,337.08 41.48 (205.63) (net of tax) Other comprehensive income / (loss) for the (17.37) 966.04 (1,251.59) 2,501.04 (521.50) (1,589.39) period/ year, net of tax (A+B) 11 Total comprehensive income for the period/ year 2,768.26 2,849.77 49,087.29 8,568.12 52,834.69 54,551.19 (9) +(10) 12 Paid-up equity share capital (face value • Re.1 per 6,039.00 6,039.00 6,039.00 6,039.00 6,039.00 6,039.00 share) 13 Other equity 140,939.22 14 Earnings per share (of Re.1 each) basic and diluted - 0.46 0.31 8.34 1.00 8.84 9.30 (Rs.) * * not annualised except for the year ended March 31, 2025 - -.......... -See accompanying notes to the unaudit ed stand alone financial results. ~~.,~~ - - ~ ~o,y• ••• ,( ~ ' ~osOC::C.,.~~ , • <;- ~ I ~ 1C 1: : .., ► Y. "' ~ ~ .. 1/1 ':. ► v-? Qi' ~ (si4~ . Registered Office: . . . O'.fS'v''tl~~' 0 ' ~ -11.®J~l ~ 01 , 1101, Hiranondom Knowledge Pork, 11 Floor, Technolgy Street, Hill Side Avenue, - UKAS 27001 Opp. Hiranondoni Hospital, Powai, Mumbai • 400 076 R MANAGEMENT ""'VV"W - SYSTEMS Tel: 91-22-6733 6400 / 4053 6400 Fax: 91-22-4053 6699 0026 e-mail: info@irb.co.in www.irb.co.in Certifcate Number 23725
Page 13
Certifcate Number 23725 ISO 9001, ISO 14001, ISO 45001, ISO 27001 Notes to the Statement of Unaudited Standalone Financial Results for the quarter and nine months ended December 31, 2025 1 The statement of unaudited standalone financial results for the quarter and nine months ended December 31; 2025 have been reviewed by Audit Committee and approved by Board of Directors at its meeting held on 'February 13, 2026. The Statut~ry Auditors of the Company have carried out limited review on the above results in terms of Regulation 33 of the SEBI (Listing Obligation a~d Disclosure Requirements) Regulations, 2015 ('the Regulation'), as amended and expressed an unmodified conclusion. 2 The statement of una·udited standalone financial results of the Company have been prepared in accordance with the recognition and measurement principles laid gown in the Indian Accounting Standard 34 'Interim. Financial ~eporting', prescribed under Se~tion 133 of the Companies Act, 2013 read with rel.evant rules issued thereunder and other recognised accounting principles generally accepted in India and in terms of the. Regulation. 3 With regulatory changes relating to operations of Infrastructure Investment Trust, coupled with changes in business environment and emerging business opportunities, the Company aligned its business model with ·respect to its investments in IRB Infrastructure Trust, IRB lnvlT Fund and related assets {"lnvlTs & Related Assets"). . . . i) Consequently, during the quarter ended December 31, 2024, the Company llSSessed its eligible investments; including interest in joint ventures meeting the required conditions under Ind AS 28, "Investment in Joint ventures and Associates" read with Ind AS 27 "Separate Financial Statements", for measurement at fair value through profit and loss account ("FVTPL"). Accordingly, on initial recognition, fair value gain of Rs. 47,949.12 million (net of deferred tax of Rs. 16,126.57 million) has been recognised and presented as 'Exceptional items'. ii) Subsequent gain on measurement of these investments at fair value has been recognised and presented as "Gain on lnvlTs & Related Assets as per fair val_ue measurement" under reven~e from operations in the statement of unaudited standalone ~nancial results. iii) "Dividend / Interest income from lnvlTs & Related Assets" have been presented separately under revenue from operations from -the date of initial recognition on account of the above change. 4 The Company is engaged in the business of road infrastructure development and investments in lnvlTs & Related Assets. The Company secures contracts by submitting bids in response to tenders, in terms of which it is required to form Special Purpose Vehicle {"SPV") companies ("subsidiary companies") to execute the awarded projects. In so conducting its business, its revenues include income from road infrastructure projects, income from Investments in lnvlTs & Related Assets and other income. 5 As permitted by paragraph 4 of Indian Accounting Standard (Ind AS) 108 "Operating Segments", notified under Section 133 of the Companies Act, 2013, read together with the_ relevant rules issued thereunder, if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need to be presented only on the basis of the consolidated financial !-, 1tements. Thus, disclosure required by Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 on segment wise revenue results and capital employed are given in consolidated financial results. 6 The Company fully redeemed its Secured, Redeemable, Listed, Rated, Non-Convertible Debentures on June 28, 2025. 7 Effective November 21, 2025, the Government of India consolidated 29 existing labour regulations into four Labour codes, namely, The Code on Wages, 2019, The Industrial Relations Code, 2020, The Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020, collectively referred to as the 'New Labour Codes'. The New Labour Codes has resulted in material increase in provision for employee benefits on account of recognition of past service costs. Based on the requirements of New Labour Codes and relevant Accounting Standard, the Company has assessed and accounted the estimated incremental impact of Rs. 106.88 million as Exceptional Item in the statement of unaudited standalone financial results for the quarter and nine months ended December 31, 2025. Upon notification of the related Rules to the New Labour Codes by the Government and any further clarification from the Government on other aspects of the New Labour Codes, the Company will evaluate and account for additional impact if any, in subsequent periods. 8 The Company is the 'Sponsor' of IRB lnvlT Fund_ ("the Trust"), an Infrastructure Investment Trust registered with Securities and Exchange Board of India Linder Infrastructure Investment Trusts (lnvlT) Regulations, 2014, as amended. During the quarter the Company has concluded the sale of investment held in its wholly owned subsidiary, VM7 Expressway Private Limited ("VM7") for an agreed • consideration of Rs.5,130.00 million vide Share Purchase Agreement (SPA) dated December 1, 2025 with the Trust and thereafter VM7 ceased to be the.subsidiary. 9 The Board of Directors has recommended a Bonus Issue of Equity Shares in the ratio of 1 (One) fully paid-up Equity Share of '1:1 each for every 1 (One) existing fully paid-up Equity Share bf '1:1 each held by the shareholders of the Company (as on the record date to be decided by the Company), subject to the approval of shareholders through Postal Ballot 10 The Board of Direc~ors at its meeting held on February 13, 2026 has declared interim dividend of Re.0.07 per equity share of face value of Re.1/- each. 11 Figures for the previous periods have been regrouped/reclassified to confirm to' the classification of the current periods. 12 The above statement of unaudited standalone financial results of the Company are available on the Company's website (www.irb.co.in) and stock exchanges websites, BSE (www.bseindia.com) and NSE (www .nseindia.com), where the shares of the Company are listed. For and on behalf of the Board of Directors of ~=re Developers Limited Virendra D. Mhaiskar Chairman and Managing Director Place: Mumbai Date: February 13, 2026
Page 14
Press Release 1 IRB Infrastructure Developers Limited Records 14% Net Profit Growth in Q3FY26 Board Approves 1:1 Bonus Issue, in addition to 3rd Interim Dividend Mumbai, February 13, 2026: IRB Infrastructure Developers Limited, India’s leading and the largest toll road concessionaire has declared financial results for Q3FY26 post Board Meeting held today. Rewarding its shareholders, the Board has approved 1:1 bonus issue for its equity shareholders. The Board has approved 3rd Interim Dividend of 7% for Q3FY26, which brings total dividend for first nine months of FY26 to 21%. Net Profit before exceptional item for Q3FY26 has increased to Rs.253 Crs resulting in a growth of 14% YoY. Commenting on the occasion, Shri Virendra D. Mhaiskar, Chairman and Managing Director of the Company said, “During the quarter, we successfully monetized three BOT assets by transferring from Private InvIT to Public InvIT thereby unlocking equity of Rs.4,900Crs. We also completed the transfer of the VM7 HAM asset to the Public InvIT, unlocking Rs.513Crs of equity and reducing debt by over Rs. 700Crs.” He further said, “In line with our Capital recycling strategy, we are deploying the unlocked capital to fund the equity requirement of the newly acquired 2 TOT assets aggregating to approx. Rs.14,000Crs. Rewarding our shareholders, the management is pleased to announce 1:1 bonus issue ; thus, enabling our esteemed shareholders to participate in the Company’s growth story.” Financial Performance: Particulars Q3FY26 (Rs. in Crs) Q3FY25 (Rs. in Crs) Total Income 1,912 2,090 EBITDA 1,063 1,049 Profit Before Tax 338 323 Profit After Tax before exceptional item 253 222 Profit After Tax after exceptional item 211 6,026 Business Performance: • Private InvIT bagged two TOT bundles (TOT- 17 and TOT -18) with an aggregate value (Enterprise value) of approx. Rs.14,000Crs for a 20-year revenue-linked concession period. • The Group registered approx. 12% rise in aggregate toll revenue (Rs.2,152Crs in Q3FY26 vs Rs.1,917Crs in Q3FY25).
Page 15
Press Release 2 • The Company has successfully monetized three BOT assets by transferring from Private InvIT to Public InvIT thereby unlocking equity of Rs.4,900Crs. In line with our Capital recycling strategy, we are deploying unlocked capital to fund the equity requirement of the newly acquired 2 TOT assets aggregating to approx. Rs.14,000Crs. • The Company has also successfully transferred Gandeva Ena VM7 HAM Asset to IRB InvIT Fund for equity consideration of Rs.513Crs; reducing debt by approx. Rs.700Crs. • The Private InvIT announced its distribution of approx. Rs. 50 Crs, consequently, the Company will receive around Rs. 26 Crs, corresponding to its 51% stake in the entity. • The Public InvIT announced its distribution of around Rs.192 Crs, consequently, the Company will receive approx. Rs. 32 Crs, corresponding to its near 17% stake in the entity. About IRB Group: IRB Group, comprising IRB Infrastructure Developers Ltd. (Parent Company), and two listed Infrastructure Investment Trusts (InvITs), i.e., IRB Infrastructure Trust (Private InvIT), and IRB InvIT Fund (Public InvIT), is India’s Leading and the Largest Toll Road Concessionaire with Assets Portfolio of 28 Highways with approx. 17,500 Operational Lane Kms and Asset Base of approx. Rs.94,000Crs spread across 13 Indian States. As a Market Leader in India’s highway infrastructure development sector, IRB Group enjoys significant Market Share of 44% in the awarded TOT space, through 6 TOT Assets, followed by the largest BOT Portfolio of 18 Highway Assets and 4 Hybrid Annuity Highway Assets. The Group’s assets portfolio comprises approx. 16% share in India’s prestigious Golden Quadrilateral connectivity and 12% share in the North-South highway connectivity. With the daily movement of around 1 .5 million vehicles across all highway assets, the Group contributes around 10% in the National Toll Revenue, with robust 97% FASTag penetration through approx. 1,000 FASTag compliant lanes at 86 Toll Plazas existing at Group’s highway assets across the Nation. For further details, please contact: • Tejal Divte, Concept PR, 99305 51440, tejal@conceptpr.com • Vivek Devasthali, Head, Corporate Communications, 99300 80099, vivek.devasthali@irb.co.in Disclaimer: Except for the historical information contained herein, statements in this communication and any subsequent discussions, whic h include words or phrases such as ‘will’, ‘aim’, ‘will likely result’, ‘would’, ‘believe’, ‘may’, ‘expect’, ‘will continue’, ‘anticipate’, estimate’, ‘intend’, ‘plan’, ‘contemplate’, ‘seek to’, ‘future’, ‘objective’, ‘goal’, ‘likely’, ‘project’, ‘on-course’, ‘should’, ‘potential’, ‘pipeline’, ‘guidance’, ‘will pursue’ ‘trend line’ and similar expressions or variations of such expressions may constitute ‘forward-looking statements’. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include but are not limited to the IRB Infrastructure Developers Limited and/ or its Associates ’ ability to successfully implement its strategy, its growth and expansion plans, obtain regulatory approvals, provisioning policies, technological
Page 16
Press Release 3 changes, investment and business income, cash flow projections, exposure to market risks as well as other risks. In addition, the consummation of the transactions described herein is subject to various conditions precedent. IRB Infrastructure Developers Limited does not undertake any obligation to update forward- looking statements to reflect events or circumstances after the date thereof. These materials are not a prospectus, a statement in lieu of a prospectus, an offering circular, an invitation or an advertisement or an offer document under the Indian Companies Act, 2013 together with the rules and regulations made thereunder, the Securi ties and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, or any other applicable law in India.
Page 17
Annexure II Details in respect of the proposed issue of Bonus Equity shares of the Company: Sr. No. Particulars Details 1. Type of securities proposed to be issued (viz. equity shares, convertibles etc.) Equity Shares of face value of Re.1/ each 2. Type of issuance (further public offering, rights issue, depository receipts (ADR/GDR), qualified institutions placement, preferential allotment etc.) Bonus Issue 3. Total number of securities proposed to be issued or the total amount for which the securities will be issued (approximately) 603,90,00,000 (Six Hundred and Three Crore and Ninety Lakh) of Re.1/- each fully paid up 4. Whether bonus is out of free reserves created out of profits or share premium account The bonus equity shares will be issued out of the securities premium account of the Company available as at December 31, 2025. 5. Bonus ratio 1:1 1 (One) bonus equity share of Re.1/- (Rupees One) each for every 1 (one) equity share of Re.1/- (Rupees One) each fully paid-up. 6. Details of share capital pre and post bonus issue Particulars Pre Bonus Issue (FV Re.1/-) Post Bonus Issue (FV Re.1/-) Authorised Share Capital* 615,00,00,000 1260,00,00,000* Issued, Subscribed Capital 603,90,00,000 1207,80,00,000 Paid-up Capital 603,90,00,000 1207,80,00,000 *subject to shareholders approval.
Page 18
The actual number of bonus equity shares to be issued will be determined based on the fully paid- up equity share capital as on the record date. 7. Free reserves and/or share premium required for implementing the bonus issue Rs.603,90,00,000/- required from Securities Premium Account. 8. Free reserves and/ or share premium available for capitalization and the date as on which such balance is available Securities Premium amount of Rs.64,402.51 million available as on December 31, 2025. 9. Whether the aforesaid figures are audited The figures mentioned above are unaudited figures as at December 31, 2025 10. Estimated date by which such bonus shares would be credited/dispatched Within 2 months from the date of Boards approval i.e. latest by April 13, 2026
Page 19
Annexure III Details for Re-appointment of Mrs. Deepali V. Mhaiskar (DIN: 00309884) as Whole Time Director of the Company w.e.f. May 19, 2026: Sr. No. Particulars Details 1. Name of the Director Mrs. Deepali V. Mhaiskar 2. Reason for change viz. appointment, re-appointment, resignation, removal, death or otherwise Re-appointment due to completion of existing tenure. 3. Date of appointment/re- appointment/cessation (as applicable) & term of appointment/ reappointment Re-appointment as Whole Time Director of the Company with effect from May 19, 2026 , based on the recommendation of Nomination and Remuneration Committee and subject to approval of the shareholders of the Company. 4. Brief profile (in case of appointment) Mrs. Deepali V. Mhaiskar (DIN 00309884), aged 52 years, is a graduate in Arts with majors in Economics. She is a Director of the Company since incorporation and has over 28 years of experience in Administration and Management. She also serves as a member of Corporate Social Responsibility Committee of the Company. Mrs. Mhaiskar handles the overall administration and management of the Company. She has significantly contributed and has played a pivotal role in Company’s strategic leadership. With her extensive experience and managerial expertise she has been instrumen tal to overall growth and management by providing directions and leading the Company towards bringing overall excellence. Under her guidance, the Company has achieved notable progress across various functions sans increased geographic diversity and complexities of operations, thereby contributing to creating long-term value for stakeholders. The Company has substantially benefited from Mrs. Mhaiskar’s invaluable contribution and continues to seek her contribution & support and strategic direction to further strengthen its performance and achieve future objectives.
Page 20
5. Disclosure of relationships between directors (in case of appointment of a director) Mrs. Deepali V. Mhaiskar is wife of Mr. Virendra D. Mhaiskar, Chairman and Managing Director of the Company. Except Mr. Mhaiskar, there is no inter se relationship between Mrs. Mhaiskar and other members of the Board. 6. Information as required under Circular No. LIST/COMP/14/2018- 19 and NSE/CML/2018/24 dated June 20, 2018 issued by the BSE and NSE, respectively. Mrs. Deepali V. Mhaiskar is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
Page 21
Annexure-IV Details of Project Implementation Agreement: a) name(s) of parties with whom the agreement is entered; IRB Chandibhadra Tollway Private Limited (“IRBCTPL”– wholly owned Project SPV incorporated by IRB Infrastructure Trust (“ Private InvIT ”) for the TOT -18 Project awarded to the Private InvIT. The Private InvIT is an associate of the Company. The Company is the Sponsor and the Project Manager of the Private InvIT and holds 51% of the unitholding in the Private InvIT. The investment manager (MMK Toll Road Private Limited), an associate of the Com pany, and the trustee, a third- party, will act in their respective capacities on behalf of the Private InvIT. b) purpose of entering into the agreement; The Company is proposing to enter into a Project implementation Agreement (“ PIA”) with IRBCTPL , the investment manager of the Private InvIT and the trustee of the Private InvIT (acting on behalf of the Private InvIT) under which the Company will be appointed as project manager to provide works in relation to initial upgradation / O&M works / project implementation to IRBCTPL (Project SPV) for the Tolling, Operation, Maintenance and Transfer of Chandikhole - Bhadrak Section of NH-16 in the State of Odisha ( From Km 62+000 to Km 136+500) – (TOT-18 Project). c) shareholding, if any, in the entity with whom the agreement is executed; ~51% of the unitholding in the Trust. d) significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.; Not Applicable e) Whether the said parties are related to promoter/promoter group/ group companies in any IRBCTPL is a Project SPV incorporated by the Private InvIT. The Private InvIT is sponsored by the Company and is an associate of the Company.
Page 22
manner. If yes, nature of relationship; f) whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length” Yes, the transaction would fall within related party transactions and the same is done at “arm’s length”. g) in case of issuance of shares to the parties, details of issue price, class of shares issued; Not Applicable h) any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.; Not Applicable i) in case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): i. name of parties to the agreement; ii. nature of the agreement; iii. date of execution of the agreement; iv. details of amendment and impact thereof or reasons of termination and impact thereof. Not Applicable