IRB Infrastructure Developers Ltd Management Discussions

Economic Overview Indian Economy

India, the worlds fourth-largest economy, has emerged as the fastest-growing major economy and is on track to become the worlds third-largest economy with a projected GDP of US$7.3 trillion by 2030. India is projected to be the worlds fastest growing major economy. The Economic Survey 202425 had projected FY 2025-26 real GDP growth in the range of 6.3%-6.8%¹. The economy went on to outperform this estimate through the year: the RBI revised its forecast upward to 7.3% by December 2025, and provisional estimates released by MoSPI in June 2026 confirmed full-year real GDP growth of 7.7% - up from 7.1% in FY 2024-25, and among the strongest outturns of the past decade. This transformation is the result of a decade of decisive governance, visionary reforms, and global engagement under the present Government. Driven by robust domestic demand, a dynamic demographic profile, and sustained economic reforms, India is asserting its rising influence in global trade, investment, and innovation. The numbers reflect Indias shift in last eleven years, from a ‘dependent economy to a self-reliant, globally competitive powerhouse. However, prolonged global supply chain disruptions, heightened volatility in global financial markets, and weather-related shocks continue to pose downside risks to the domestic growth outlook.

The Governments vision of ‘Aatmanirbhar Bharat continues to strengthen domestic manufacturing capabilities, encourage innovation and enhance economic self-reliance. Initiatives such as Production Linked Incentive (PLI) schemes, digital public infrastructure, logistics reforms and MSME development programmes are creating a stronger foundation for long-term sustainable growth.

Indias economy sustained a stable growth trajectory in FY 2025-26. Despite global economic headwinds, the country remained among the fastest-growing major economies, with real GDP expanding by ~7.7%². Further, inflation moderated to ~3.48 during the year, remaining within the Reserve Bank of Indias target range of 2%-6%. This was supported by easing input costs, improved supply conditions and proactive monetary policy measures³.

Demand conditions remained favourable, supported by stable employment levels and rising disposable incomes, thereby supporting consumption. Tax reforms, along with the rationalisation of the Goods and Services Tax (GST),

contributed to increased consumer spending. On the supply side, Construction activity recorded growth, driven by sustained public capital expenditure and continued momentum in infrastructure projects. Industrial growth remained broad-based across sectors, backed by resilient domestic demand, ongoing infrastructure investments and steady expansion across core and manufacturing sectors.

The governments capital outlay of ~11.21 lakh crore for FY 2025-26 reflects its continued focus on infrastructure development. Expansion across roads and highways is aimed at improving efficiency and strengthening network integration⁴.

GDP Growth Trend in India (%)

Financial Year	2023-24	2024-25	2025-26 [PE]
Rate (%)	7.2%	7.1%	7.7%

PE: Provisional Estimates Source: MOSPI Provisional Estimates Outlook

External factors like trade barriers and capital volatility may impact exports and investor sentiment. However, investment remains supported by strong capacity utilisation, rising credit growth, and continued government capital expenditure. Meanwhile, favourable supply conditions and the gradual pass-through of GST rate rationalisation are expected to keep the inflation outlook benign. The focus of the Government is to promote healthy aging, enhance labour force participation and foster productivity growth.

However, the economy remains sensitive to geopolitical developments due to its reliance on crude oil imports. An increase in fuel and bitumen costs may lead to higher road maintenance costs and increased vehicle operating expenses. To mitigate these risks, India has diversified its crude oil import sources and expanded domestic refining capacity while also promoting alternative energy adoption.

Despite global uncertainties, domestic growth drivers are expected to remain resilient. With stable macroeconomic conditions and ongoing reforms, the economy is expected to sustain growth in the near term. These domestic factors shape the outlook for FY 2026-27, along with changing external conditions.

1. INDUSTRY REVIEW

Indias Infrastructure Overview

Infrastructure remains a critical driver of Indias economic growth and social development. Indias infrastructure is much more than cement and concrete. Large-scale investments in roads and related infrastructure have significantly improved connectivity, expanded capacity and enhanced logistics efficiency. Indias infrastructure guarantees a better future and connects people. India has increased public investment in transport infrastructure, with schemes such as the Bharatmala Pariyojana and the National Infrastructure Pipeline enhancing connectivity, efficiency and reducing logistic cost in the Country.

Flagship programs led by MoRTH continue to drive sectoral growth. The Bharatmala Pariyojana aims to develop 34,800 km of highways with an estimated investment of 5.35 lakh crore, focusing on economic corridors, border connectivity, and access to remote regions. Complementing this, the Pradhan Mantri Gram Sadak Yojana (PMGSY) enhances rural road connectivity, thereby improving access to markets, education, and healthcare services in underserved areas.

Integrated planning under the PM Gati Shakti programme, along with reforms in financing, asset monetisation and public-private partnerships (PPPs), has improved project preparation and execution. These measures have also encouraged greater private sector participation. As a result, India accounts for over 90% of South Asias Private Participation in Infrastructure (PPI) investment⁵.

I ndias infrastructure programmes deploy multiple PPP models, including Build Operate Transfer (BOT), Design Build Finance Operate Transfer (DBFOT), Hybrid Annuity Model (HAM) and Toll Operate Transfer (TOT). Within BOT framework, two variants: BOT Toll and BOT Annuity, differ in the allocation of traffic risk.

The Government of Indias capital outlay has risen sharply, by nearly 89%, from 5.92 lakh crore in FY22 to a budgeted 11.21 lakh crore for FY26, reflecting a clear policy emphasis on harnessing the strong multiplier effects of infrastructure investment on the broader economy⁶. Over the past decade, public capital expenditure has been a key driver. Each rupee spent has generated an estimated 2.5 to 3.5 times GDP impact⁷. The Government has consistently increased spending to support investment, employment and economic activity.

Institutions such as the National Investment and Infrastructure Fund (NIIF) and the National Bank for Financing Infrastructure and Development (NaBFID)

continue to mobilise domestic and global capital. This evolving landscape has been further reinforced by the increasing role of Infrastructure Investment Trusts (InvITs), which are facilitating greater participation of long-term institutional capital in infrastructure assets. Collectively, these mechanisms are helping to mitigate systemic risks by easing asset-liability mismatches on bank balance sheets, while strengthening the sustainability and depth of financing for long-gestation infrastructure projects, supporting asset monetisation, and enabling the recycling of capital into new developments.

Budget Allocation for the Ministry of Road Transport and Highways - FY 2026-27 (in Crore)

	2025-26 RE (Cr)	2026-27 BE (Cr)	% Change
Total	287,142	309,875	8%
NHAI	170,266	187,293	10%
Roads and Bridges	116,337	121,999	5%

Source: PRS

Road and Highway Sector⁸

I ndias roads and highways sector continues to serve as a foundational pillar of the countrys infrastructure- led growth strategy, playing a critical role in enhancing connectivity, facilitating trade, and supporting overall economic development. With a network exceeding 6.37 Million kilometres, India maintains the second- largest road network globally, comprising approximately 146,572 km of national highways and 178,749 km of state highways.

Road & Highway - Classification Breakup

Category	Length (km)	Percentage (%)
National Highways	146,572	2.30%
State Highways	178,749	2.80%
Other Roads	6,048,260	94.90%
Total	6,373,581	100.00%

Source: MORTH Annual Report, 2025-26

The sector has witnessed significant expansion and modernisation over the past decade. The development of National High-Speed Corridors (HSC)/ Expressways has accelerated considerably, increasing from 93 km in 2014 to 3,052 km currently. Length of 4 lane and above NH network (including Access controlled HSCs / Expressways) has increased by 2.6 times from 18,371 km in 2014 to 48,568 km at present. In parallel, the share of less than 2-lane NHs has decreased from 30% in 2014 to 9% of the total NH network, indicating a decisive shift towards higher-capacity, corridor-led development.

The pace of national highway construction has also improved markedly, increased ~2.4 times to 29.2 km per day (2024-25) from 12.1 km per day (2014-15). reflecting enhanced execution capabilities and policy support.

Between FY 2013-14 and FY 2024-25, the sector experienced robust growth in project activity, with work awards for national highways increasing by 108% and construction activity expanding by 150%. Concurrently, capital expenditure (including private investment) by the Ministry of Road Transport & Highways (MoRTH) have

grown 6.4 times, from ~53,000 crore in FY14 to ~3.38 lakh crore in FY25, reflecting a sustained and significant expansion in highway sector investments.

National highways play a vital role in long-distance connectivity. NHAI, during the Financial Year 202526, constructed 5,313 km of National Highways, which is about 15% higher than the target of 4,640 kms for the year. The governments increased emphasis on PPP framework has improved execution efficiency and capital utilisation⁹.

Construction of National Highway

Road transport continues to dominate Indias mobility landscape, accounting for approximately 78% of passenger movement and 66% of freight transport¹⁰. At the same time, digital transformation is reshaping the sector. Electronic toll collection, real-time monitoring and Al-based maintenance are enhancing operational performance. Sustainability remains a priority through adoption of green construction practices, recycled materials, and energy efficient technologies across the highway sector.

Toll collections increased to 82,342 crore, reflecting strong economic activity and continued infrastructure expansion. Growth has been driven by higher traffic volumes, expansion of toll roads and improved digital tolling systems. FASTag transactions rose to approximately 47,817 lakhs during the year, indicating wider adoption and smoother traffic flow¹¹.

Government support remains robust, with increased allocations for national highways, expressways and access-controlled corridors. Funding is being supported through public expenditure, toll revenues and asset monetisation. Continued investment in logistics

infrastructure and last-mile connectivity underscores the focus on strengthening the road network.

Outlook for Roads and Highway Sector¹²

Aligned with the Viksit Bharat 2047 vision, the Ministry of Road Transport and Highways aims to improve logistics efficiency on National Highways to global standards. The focus is on not just building roads but shaping corridors that serve as engines of industrial growth, urban expansion, digital connectivity, and citizen well-being. In addition, the emphasis is not only to improve safety but also to tackle chronic issues in road projects such as land acquisition challenges, urban traffic congestion, poor last-mile connectivity, and cost overruns.

The sector is gradually shifting from expanding to efficiency and quality enhancement. Freight speeds have increased to around 50 km/hr on high-speed corridors, with a target of 70-75 km/hr. Further, the Ministry is also prioritising the development of HighSpeed Corridors (HSCs) to improve freight movement and reduce congestion.

26,000 km

Target HSC Network (by FY 2032-33)

The Government has outlined an ambitious pipeline for access-controlled high-speed corridors (HSCs) and expressways, targeting the operationalisation of ~18,000 km by FY29 and award of ~26,000 km by FY33, providing strong visibility on long-term project flow and capital deployment across the highway sector. Development is being strategically prioritised towards urban decongestion and economic corridor efficiency, with a focused rollout of ring roads and bypasses for cities with populations exceeding 0.5 Million, alongside enhanced connectivity to key logistics and growth nodes.

I n addition, the transition to barrier-free tolling through ANPR-based systems, integrated with FASTag, in the year 2025 has seen further people-centric reforms and innovations have made highway travel even smoother and more efficient. The FASTag annual pass launched on August 15, 2025, has not only reduced daily travel costs but has also made regular commutes stress free, a testament to the fact that affordability and convenience can go hand in hand.

25,000 km

Highways to be Upgraded with Smart & Sustainable Solutions

Work is underway to upgrade ~25,000 km of two-lane highways to four-lane standards, significantly enhancing capacity, safety, and throughput across key corridors. In parallel, a 2 lakh crore port connectivity programme is being implemented to ensure seamless linkage of all major ports with the National Highway network.

Sectoral revenue is projected to grow from 55,000 crore to 1.4 lakh crore over the next two years. Simultaneously, the expansion of two-lane roads into four lanes is expected to improve logistics and reduce costs¹³.

Highway upgrades often mean inconvenience. Recognising this, MoRTHs updated rule ensures that when a road is being upgraded from 2 lanes with paved shoulders to 4, 6, or more lanes, users need to pay only 50% of the earlier toll until the work is completed. This reflects MoRTHs commitment to improving road quality while upholding transparency and accountability, ensuring that during construction commuters are not overcharged and that travel remains fairer and easier on peoples pockets¹⁴.

Overall, continued capital investment, expansion of highspeed corridors, integration under PM Gati Shakti, and improve project execution is expected to strengthen capacity and reliability across the network.

Government Initiative

Bharatmala Pariyojana

The government has significantly increased investment in the roads sector through programmes such as Bharatmala Pariyojana, aimed at expanding national highways and improving logistics efficiency.

Under Phase I, projects covering 26,424 km have been awarded, of which 21,597 km have been constructed. The government aims to complete the remaining approximately 4,828 km of highways under the programme by the end of FY 2026-27¹⁵.

The status of various components of Bharatmala Pariyojana

Component	Length (km)	Completed up to 30.11.2025 (km)
Economic Corridors	8,737	6,896
Inter Corridor Roads	2,889	2,397
Feeder Roads	973	702
National Corridors	1,777	1,516
National Corridor Efficiency Improvement	824	767
Expressways	2,422	1,994
Border Roads & International Connectivity Roads	1,619	1,466
Coastal Roads	77	72
Port Connectivity Roads	348	154
Balance Road Works under NHDP	6,758	5,633
Total - Bharatmala	26,424	21,597

Source: PIB Asset monetisation

NHAIs National Highway asset monetisation programme has demonstrated strong and sustained progress, emerging as a cornerstone of highway financing in India. Between FY 2018-19 and FY 2025-26, the Authority has mobilised over 1.70 lakh crore through a diversified mix of Toll-Operate-Transfer (TOT), InvITs (including both private and public platforms), and securitisation structures. This trajectory reflects the growing maturity of Indias asset monetisation framework and sustained investor confidence in National Highway assets. Monetisation momentum peaked in FY24, with collections exceeding 41,000 crore, driven by robust participation in InvITs and TOT bundles. Notably, TOT has contributed over 61,000 crore cumulatively, while InvITs and securitisation have attracted long-term institutional capital, including global investors. The consistent scaling of these instruments underscores a well-established asset recycling model, enabling the Government to unlock value from operational highways and reinvest proceeds into new infrastructure development, thereby reinforcing a virtuous cycle of growth in the sector¹⁶.

I n a significant milestone towards achieving the asset monetisation target for FY 2025-26, NHAI has realised 28,307 crore through a combination of Public InvIT, Private InvIT, and Toll-Operate-Transfer (TOT) model, including TOT Bundles 17 and 18. With bids received

for TOT Bundle-19, which are under technical evaluation, NHAI is well poised to achieve the Government of Indias budgeted target of 30,000 crore for the current FY 2025-26¹⁷. NHAI has identified 17 highway projects, aggregating 1,692 km across nine States, for asset monetisation in FY 2026-27¹⁸.

National Monetisation Pipeline 2.0

Building on the success of the first Asset Monetisation plan announced in 2021, NMP 2.0 has been announced for FY 2025-30. The program comprises the transfer of assets for a limited period, divestment of portions of listed entities to unlock additional capital, securitisation of cash flows, or strategic commercial auctions. The main objective of NMP 2.0 is that proceeds are expected to be reinvested to support further investment and expansion of the transport network, including roads and highways.

The total asset monetisation target under National Monetisation Pipeline (NMP) 2.0 for FY 2026-30 is 16.72 lakh crore, which includes a private sector investment of 5.8 lakh crore and is over 2.6 times higher than the target under NMP 1.0. Out of this, the monetisation target for highways is 4.14 lakh crore. This initiative provides a substantial pipeline of yield-generating assets for institutional investors, particularly through InvITs and TOT models, while enabling reinvestment into next- generation infrastructure corridors.

Asset Classes under Highways (NMP 2.0)
Asset Classes	Details (kms)
1. Stretches where the user fee is accruing to NHAI	12,000 kms
2. Under construction stretches where the user fee will accrue to NHAI	4,700 kms
3. Projects at the end of their concession periods	2,500 kms
4. Project to be awarded under DBFOT (Toll) mode	2,100 kms

Source: NITI Aavoa

These projects are spread across India, with major developments in states such as Andhra Pradesh, Bihar, Gujarat, Kerala, Maharashtra and Punjab. Key projects for monetisation include the Delhi-Amritsar-Katra Expressway, Gurgaon-Kotputli- Jaipur Bypass, and the Amritsar-Jamnagar Highway.

PM Gati Shakti National Master Plan²¹

The PM Gati Shakti National Master Plan focuses on integrated, multimodal connectivity infrastructure planning.

Under this framework, 352 projects with an estimated cost of 16.10 lakh crore have been evaluated. Of these, 201 projects have been sanctioned and 167 are under implementation.

PM Gati Shakti - Roads Sector MoRTH

Ministry	Projects Evaluated	Sanctioned	Yet to be Sanctioned	Under Implementation	Total Estimated Cost ( Crore)
Ministry of Road Transport and Highways	164	87	77	55	861,821

Source: PIB Opportunities

Road building in India is the second least expensive in Asia.

India has joined a global alliance of 15 countries, which will work towards the ethical use of smart city technologies.

Opportunities	Description
Green Hydrogen	India is focusing on green hydrogen fuel infrastructure along national highways as the next step in its
Infrastructure on National	transport strategy. The Ministry of Road Transport and Highways (MoRTH) will launch a pilot project
Highways	worth 600 crore (US$ 68.64 Million) on 10 selected highway stretches. This initiative aims to evaluate the feasibility of green hydrogen supply for commercial vehicles and establish standards for fuelling and storage system22.
Large- Scale Government	Flagship initiatives such as Bharatmala Pariyojana (including the subsumed NHDP), SARDP-NE, the LWE
Infrastructure Programmes	Road Development Programme, and Externally Aided Projects continue to drive highway development across regions. These programmes ensure a sustained pipeline of operational and near-operational assets, supporting long-term portfolio growth.
Rapid Growth in High-Speed	The sharp increase in access-controlled expressways from 93 km in 2014 to over 3,052 km represents
Corridors	a transformational shift in Indias road infrastructure. These high-quality assets typically demonstrate superior traffic flow and revenue potential, presenting attractive opportunities for stable and scalable toll-based investments23.
Revamped PPP Framework	Ongoing updates to Model Concession Agreements (MCAs), including the revitalisation of BOT and
and Concession Models	advancements in HAM and EPC frameworks, are expected to improve risk allocation and enhance private sector participation. This evolving framework increases the availability of bankable projects and investment opportunities.
Asset Monetisation Strategy	The Government continues to deepen its asset recycling framework, with plans to monetise highway assets worth 35,000 crore in FY27, as part of a sustained strategy to unlock capital and reinvest in new infrastructure development. The proposed programme includes the monetisation of approximately 28 National Highway stretches, reflecting a structured pipeline of operational, revenue-generating assets being brought to market. This builds on the strong momentum achieved over the past few years and underscores the Governments commitment to leveraging monetisation as a core financing tool to accelerate road sector expansion, enhance private sector participation, and ensure a continuous cycle of asset creation and value realisation.
Opportunities	Description
Wayside Amenities (WSAs) Development	Over 700 Wayside Amenities (WSAs) are planned along National Highways. Of these, 510 have been awarded and 110 are operational. These WSAs offer investment opportunities for investors and businesses, are being included in upcoming greenfield highways and support the local economic development through job creation and promotion of regional products and handicrafts24.
Digital Transformation and Smart Infrastructure	Initiatives such as FASTag-based tolling, proposed ANPR-enabled barrier-free tolling, and platforms like the Bhoomi Rashi Portal enhance efficiency, transparency, and revenue assurance. Digital transformation supports better traffic management and improved financial performance of road assets.
Freight Corridor Development	The Central Government has announced a new freight corridor from Dankuni (West Bengal) to Surat (Gujarat). This corridor is expected to enable efficient and environmentally sustainable cargo movement. It will also reduce logistics costs for industries in eastern India and improve connectivity between eastern and western markets.
Multi-Modal Logistics Parks (MMLPs) Development	Multi-Modal Logistics Parks (MMLPs) are emerging as key assets for monetisation, driven by increasing freight movement and demand for logistics services. The Ministry of Road Transport and Highways plan to develop these projects under the Design Build Finance Operate Transfer (DBFOT) model to attract private investment. Under NMP 2.0, 15 MMLPs have been proposed. These projects are expected to enhance logistics efficiency and generate revenue for both Central and State Governments.

Challenges

• The roads and highways sector in India continues to face challenges related to land acquisition and project approvals, which often led to delays and cost escalations. Large-scale projects also encounter funding constraints, necessitating innovative financing structures such as PPPs. In addition, inadequate road maintenance, increasing urban traffic congestion and environmental concerns affect operational efficiency and longterm sustainability.

• Road projects are subject to multiple statutory clearances, including environmental, forest, and railway approvals. These multi-stage processes often lead to delays in project commencement and execution, especially in ecologically sensitive or densely populated areas.

• The sector continues to depend heavily on budgetary support and borrowings, leading to rising leverage, particularly at NHAI. While monetisation has provided some relief, the need for diversified and sustainable financing sources remains critical.

• While policy reforms have improved the investment environment, private sector participation remains uneven, particularly in greenfield and high-risk projects. Risk allocation, traffic uncertainty, and legacy issues have constrained broader private capital inflows.

• Rising costs of key inputs such as steel, cement, and bitumen, along with fuel price volatility, have increased project costs and impacted contractor margins, often leading to renegotiations or delays.

• The sector has witnessed intensified competitive bidding, particularly under EPC and HAM models, with projects often awarded at significant discounts (10-25% below estimated costs). This “L1-driven” bidding environment has led to margin compression and financial stress among contractors, with several projects facing delays or challenges in achieving financial closure. Heightened competition has also contributed to declining profitability and execution risks, as companies bid aggressively to secure shrinking order books.

• Elevated Sectoral leverage, coupled with dependence on monetisation structures, may impact long-term financing flexibility. Further, road Safety remains a critical operational and regulatory priority, requiring continuous investment in design, monitoring, and enforcement mechanisms.

• Limited bidder participation in certain projects reflects a cautious industry segment and may impact project pipeline execution. Additionally, social resistance, encroachment issues, and urban congestion further impact project execution and asset utilisation.

Outlook

I ndias roads and highways sector is transitioning from a phase of rapid network expansion to one focused on enhancing logistics efficiency, capacity quality, and network optimisation. Sustained capital investment, coupled with the expansion of access-controlled highspeed corridors and multimodal integration under PM GatiShakti, is strengthening the reliability and performance of the highway ecosystem.

This infrastructure-led transformation is critical to reducing logistics costs, easing congestion, and improving national connectivity, thereby supporting economic growth and reinforcing the sectors attractiveness for long-term investment. The Ministry of Road Transport and Highways (MoRTH) is focusing on both development and maintenance to ensure the traffic-worthiness of National Highways. This approach is expected to improve the quality and longevity of infrastructure assets. To enhance private participation in highway projects, contract frameworks such as BOT and HAM are being updated. The recent government focus on large-scale infrastructure expansion and corridor-based development is expected to drive long-term growth. At the same time, the Governments push towards diversified financing mechanisms, including public- private partnerships (PPPs) and asset monetisation through InvIT and TOT models, continues to support capital formation. Notably, the National Highways Authority of India has actively raised significant funds through monetisation initiatives in FY 2025-26, reflecting the sectors evolving financing framework.

12.2 Lakh Crore

Capital Outlay in Budget 2026-2025

Further, a PPP project pipeline of 13,400 km, with an estimated cost of 8.3 lakh crore, has been identified for development over the next three years²⁶.

Overall, Indias infrastructure financing ecosystem is evolving towards larger-scale and more efficient structures. The combination of public investment, institutional support and modern financing instruments is expected to sustain capital flows and support long-term, inclusive growth. Going forward, the sector is expected to benefit from continued government emphasis on logistics efficiency, economic corridor development, and digital initiatives. Increased focus on road safety, sustainability, and technology adoption is likely to improve operational efficiency.

2. COMPANY AND BUSINESS OVERVIEW

2.1 Company Overview

Over the past two and a half decades, IRB has built a strong legacy as one of Indias leading integrated road infrastructure developers. Having successfully developed, constructed and operated one of the countrys largest highway portfolios, the Group has reached an important strategic milestone in its evolution. Today, IRB is increasingly positioned as a Sponsor and Operations & Maintenance-led infrastructure platform, with a sharper focus on capital efficiency, recurring cash flows, long-term annuity income and sustainable shareholder returns.

This evolution reflects the Groups transition from a predominantly project development company to an integrated infrastructure platform focused on creating, owning, operating and monetising high-quality road assets. The business model is anchored on IRBs proven B.E.S.T. (Bid - Execute - Stabilise - Transfer) strategy, under which projects are developed, stabilised through efficient operations and subsequently monetised through the Public InvIT platform. This disciplined approach enables continuous capital recycling, allowing the Group to reinvest in new opportunities while enhancing earnings visibility and delivering sustainable long-term value for all stakeholders.

Over the last 25 years, the Group has developed, operated and managed more than 21,000 lane kilometres of highways across BOT, TOT and HAM projects. During this period, it has successfully completed and handed back 12 BOT concessions upon expiry of their concession periods - the highest by any private highways developer in India - demonstrating its ability to create, manage and responsibly exit long-tenure infrastructure assets.

As at March 31, 2026, IRB manages an infrastructure asset base of approximately 94,000 crore, comprising 17,355 lane kilometres across BOT, TOT and HAM projects. The portfolio is strategically housed across the listed parent company and its two InvIT platforms, providing an efficient ownership structure that optimises capital allocation throughout the asset lifecycle. IRB strengthened its order book to end FY26 at 44,900 crore. Of this, the construction EPC order book of 2,100 crore will be executed over the next year.

The Company is a pioneer in the road BOT business. It is Indias largest road BOT operator with a rich portfolio of 28 projects, including 18 BOT, 6 TOT and 4 HAM projects through the parent company and 2 InvITs. Operation and Maintenance of all projects is carried out by the company as the Project Manager. The Company also has the largest TOT - Mumbai-Pune Expressway - to its credit. The companys TOT portfolio aggregates to 43% of the total TOT market share of TOT projects awarded in India. Altogether, it has ~12% share in Indias North South Highway connectivity. The toll revenue that IRB group has collected across the listed company and the two InvITs is around 10% share of the total toll revenue collected across India.

I RB Infrastructure Developers Ltd (IRB) is Indias first Integrated Multi-National Transport Infrastructure Developer in Roads & Highways segment. The Company has acquired ISO Certification in Quality (ISO 9001); Environment Management (ISO 14001), Occupational Health and Safety (ISO 45001) and IT Security (ISO 27001) from ISOQAR.

2.2 Business Overview

The Private InvIT serves as the Groups primary development platform and comprises 10,674 lane kilometers, including operational BOT assets and projects under construction. Backed by long-term strategic investors, it provides the financial flexibility required to acquire and develop new infrastructure assets while supporting the Groups long-term growth strategy. IRB holds 51% stake in the Trust, GIC affiliates and Cintra hold 25% & 24% respectively. During the fiscal, Company received total distribution of 106.45 crore, of which 65.78 crore were received as interest, Nil were received as dividend and 40.67 crore as return on capital.

The Public InvIT owns a mature portfolio of 4,445 operational lane kilometres comprising revenuegenerating BOT and HAM assets. It serves as the Group>s principal monetisation platform, providing stable and predictable cash flows to unitholders while facilitating the recycling of capital into the next phase of asset development. IRB owns 16% stake in the Trust, as on March 31,2026. During the fiscal, Company received total distribution of 100.80 crore, of which 69.52 crore were received as interest, 9.89 crore were received as dividend and 21.39 crore as return on capital.

The listed parent company continues to own 2,236 lane kilometres of BOT, TOT and HAM assets, including projects under development that are expected to mature and progressively move through the Groups monetisation cycle.

Complementing these ownership platforms is IRBs Project Management Services, through which the Company acts as the exclusive Project Manager, O&M contractor and EPC contractor for both InvITs as well as its wholly-owned concessions. This integrated operating platform generates stable fee-based income while ensuring uniform operating standards, efficient lifecycle management and consistent operational excellence across the Groups portfolio. Construction activities primarily support the development of the Groups own infrastructure assets and therefore remain an important enabler of long-term value creation rather than a standalone business vertical.

In FY26, the aggregate toll revenue of IRB Infra and its two InvITs is 8,315 crore versus 7,400 crore in FY25; thus registering a robust growth of nearly 12.5%. It needs to be appreciated that in todays scenario, Toll Revenue is one of the parameters to determine and measure the trend of economic growth of the region, as it reflects the Traffic Growth on the particular highway corridor in that region. In view of this, Companys toll revenue across all projects have witnessed and reflected the continued traffic growth,

which is in line with the macro-economic indicators and demonstrates that its projects part Indias prime economic corridors. Further, in general, WPI linked toll tariffs provides a natural hedge against interest rate hikes.

FY 2025-26 marked another significant milestone in the execution of the Groups capital recycling strategy. During the year, IRB Infrastructure Trust transferred three mature BOT assets to IRB InvIT Fund at an aggregate equity value of 4,905 crore, corresponding to an enterprise value of 8,436 crore. The capital released through these transactions enabled the Group to expand its development platform by acquiring new assets with an enterprise value of approximately 14,000 crore within the Private InvIT.

The Company completed the transfer of VM7 Expressway Private Limited, implementing a section of the Delhi-Mumbai Greenfield Expressway, to IRB InvIT Fund, realising equity proceeds of approximately 510 crore while reducing consolidated debt by approximately 700 crore, thereby further strengthening the Groups liquidity and financial flexibility. These transactions demonstrate the effectiveness of IRBs integrated capital allocation framework, enabling the Group to monetise mature assets, replenish its development pipeline and sustain long-term growth without requiring incremental equity from the parent company.

Having substantially completed the asset creation phase across a significant portion of its portfolio, the Group has now entered a cash-harvesting phase. Supported by its Sponsor-led operating platform and InvIT monetisation strategy, IRB is increasingly positioned to benefit from predictable toll revenues, recurring Project Management and Operations & Maintenance income, growing InvIT distributions and disciplined capital recycling. With a weighted average residual concession life of approximately 21 years, the portfolio provides strong visibility of long-term cash flows and sustainable earnings.

Further, post the end of FY 2025-26, IRB Infrastructure Trust has also approved the transfer of 2 assets Solapur Yedeshi Tollway Limited and CG Tollway Limited to IRB InvIT Fund for an equity value of 2,744 crore subject to pre-closing/closing and post-closing adjustments to be set out in the definitive documents, resulting in an aggregate enterprise value of both the Project SPVs as of September 30, 2026, after taking into account the existing external gross debt of 591 crore (in respect of SYTL) and 1,270 crore (in respect of CGTL), of 4,605 crore.

Looking ahead, the Group remains focused on disciplined capital allocation, prudent asset rotation and continued

expansion of its integrated infrastructure platform. By leveraging its proven B.E.S.T. strategy and recycling capital from mature assets into new opportunities, IRB aims to expand its asset base under management to approximately 1.40 lakh crore over the next three to four years, while further strengthening recurring cash generation and delivering sustainable longterm value to shareholders and investors across all its investment platforms.

3. FINANCIAL ANALYSIS

Debt from project lenders are the major source of funding for BOT Projects. These projects are funded normally in the ratio of 70:30 debt to equity. The project lenders have reposed trust in the Companys financial strength, demonstrated by healthy growth in internal accruals and net worth. Besides, they have also shown faith in the Companys project execution capabilities. This trust of the project lenders has played a primary role in helping IRB achieve the required financial closures ahead of the schedule.

The total consolidated income for FY26 stood at 78,540 Million as against 80,315 Million in FY25 registering a degrowth of 2%. The consolidated toll revenues for FY26 has increased to 27,083 Million from 25,031 Million in FY25 registering a growth of 8%. The consolidated construction revenues for FY26 has decreased to 38,274 Million as against 47,681 Million in FY25 registering a degrowth of 20%. The income from InvITs and related segment for FY26 has increased to 13,183 Million from 7,603 Million in FY25 registering a growth of 73%

EBITDA for FY26 increased to 41,877 Million from 40,239 Million in FY25 registering a growth of 4%.

Interest costs has decreased to 17,551 Million in FY26 from 17,919 Million in FY25, decreased by 2%.

Depreciation has increased to 11,420 Million in FY26 as against 10,376 Million in FY25, increased by 10%.

PBT has increased to 12,905 Million in FY26 from 11,944 Million in FY25, registering a growth of 8%.

PAT after share of loss from JV and before exceptional items has increased to 8,931 Million in FY26 from 6,766 Million in FY25, registering a growth of 32%.

PAT after share of loss from JV and exceptional items has decreased to 8,504 Million in FY26 from 64,807 Million in FY25, declining by 87%.

Earnings per share on basic and diluted basis excluding exceptional items increased to 0.74 for FY26 from 0.56 in FY25, registering a growth of 32%.

Earnings per share on basic and diluted basis including exceptional items decreased to 0.70 for FY26 from 5.37 in FY25, registering a degrowth of 87%.

Key Financial Ratios

Particulars	2025-26	2024-25
Return on Net Worth (%) (After exceptional items)	4%	39%
Return on Net Worth (%) (Before exceptional items)	4%	4%
Return on Capital Employed (%)	8%	8%
Debtor turnover ratio	4.59	5.35
Inventory turnover ratio	1.91	1.90
Interest coverage ratio (in times)	3.09	2.83
Current ratio (in times)	1.24	1.58
Debt Equity ratio	0.69	0.79
Net Debt to Equity ratio	0.53	0.59
Operating Profit Margin (%)	52%	47%
Net profit margin (%) (After exceptional items)	11%	85%
Net profit margin (%) (Before exceptional items)	12%	9%

4. KEY COMPETITIVE ADVANTAGE

IRBs competitive edge stems from the following:

• Proven track record of completing all phases of BOT projects in the highway sector within timeline

• Robust order book of 448,579 Million as on March 31,2026

• Market leader with the largest domestic portfolios in the roads and highways sector

• Strong financial track record; healthy relationships with leading banks/financial institutions

• Integrated and efficient project execution, supported by a comprehensive equipment pool

• Professionally managed Company with a qualified and skilled employee base

• One of the few infrastructure companies to have successfully implemented SAP

• One of the leading global sovereign funds as a longterm partner for 49% stake in Pvt InvIT

5. RISKS AND CHALLENGES

The Companys ability to foresee and manage business risks is crucial to its efforts to achieve favourable results. Although management is positive about the Companys long-term outlook, it is subject to a few risks and uncertainties, as discussed below:

5.1 Competition risk

Attractive growth opportunities exist in the highway development sector, especially with the government continued focus in the infrastructure development with the Bharatmala Pariyojana. This has increased the number of players operating in the industry competing for projects. However, the Company is confident about retaining its competitive edge, backed by its industryleading experience in the roads and highways sector. Higher competencies including financial strength required for BOT & TOT segments create entry barriers, thereby serious players competing for these projects. As a prudent strategic initiative, IRB will continue to bid for projects based on their financial, operational and execution viability.

5.2 Availability of capital and interest rate risk

I nfrastructure projects are typically capital intensive and require high levels of long-term debt financing. IRB intends to pursue a strategy of continued investments in infrastructure development projects. In the past, the Company has been able to infuse equity and arrange for debt financing on acceptable terms for the projects. However, IRB believes that its ability to continue to arrange capital requirements depends on various factors. These factors include timing and internal accruals, timing and size of the projects awarded, credit availability from banks and financial institutions, and the success of its current infrastructure development projects. Besides, there are several other factors outside its control.

The Companys strong track record has enabled it to raise funds at competitive rates thus far. In addition, the credit rating outlook has improved over the years, which has helped maintain the average cost of debt at ~ 9% per annum.

5.3 Toll Rates

Toll revenue is a function of toll rates and traffic growth.

Toll rates: The Government has linked toll rate increases to changes in the Wholesale Price Index (WPI). Toll rates of the Companys projects awarded after 2008 are decided based on a formula, which is 3% fixed plus 40% of WPI. On 4 to 6 laning projects, toll collection starts from the appointed date with a 75% tariff and rate revision happens on completion of the asset. The Companys other projects including state highway projects have annual revision linked with WPI or periodical increase clause in their concession agreement.

5.4 Traffic

Rapid economic development increases traffic growth while low economic activity has a negative impact on traffic volume. Most of the Companys projects are part of Indias GQ corridor or are key connectors between Indias busiest highways or economic/social hubs and carries long distance freight - spread across the length of the country.

For their strategic connectivity, industrial growth and development of the Delhi-Mumbai industrial corridor, North-South corridor are expected to boost the traffic growth momentum in the coming years, partially offsetting the risk of reduction in traffic growth. Further, adding a large high growth urban corridor through Hyderabad Outer Ring Road project diversifies companys revenue stream while providing significant stability. A pickup in economic activity and the implementation of Bharatmala Pariyojana, as planned, will lead to higher traffic growth in the roads sector. With the passage of time, even road projects that have been witnessing muted traffic growth could benefit from the uptick in economic growth.

5.5 Input cost risk

Raw materials, such as bitumen, stone aggregates, cement and steel need to be supplied continuously to complete projects. There is also a risk of cost escalations or raw material shortages. The Companys extensive experience, its industry position and bulk purchases have helped it procure raw materials at competitive rates. Moreover, the Company procures stone aggregates from its leased mines, which ensures quality and lowers costs, as compared to buying aggregates from open markets. Captive sourcing also minimises supply disruptions or price escalations.

5.6 Labour risk

Timely availability of skilled and technical personnel is one of the key industry challenges. The Company maintains a healthy and motivating work environment through various initiatives. This has helped it recruit and retain skilled workforce and, in turn, complete projects in time.

5.7 Cybersecurity risk

With the increase in frequency of cyberattacks on vital digital infrastructure occurring globally, our IT function has proactively implemented substantial measures to safeguard the organisation against potential threats. Critical information is protected from unauthorised access, use, disclosure, modification, and disposal, whether intentional or unintentional. To safeguard the integrity of data and guarantee its uninterrupted and on demand availability to the users, suitable measures are in place for recovery of data. Thus, in event of any manmade or natural disaster, cyberattack, malfunctioning

or failure of hardware at central location, our IT Team remain available with least amount of downtime or data loss. Additionally, we implement Vulnerability Assessment and Penetration Testing (VAPT) from third party to proactively identify and address potential cybersecurity risks, fortifying our highway construction and maintenance systems against cyber-attacks, data manipulation, and service disruptions.

5.8 Climate change risk

At IRB, we recognise the pressing challenges posed by climate change and the imperative need to transition towards a low carbon economy. Our commitment to environmental stewardship drives us to take proactive steps in reducing our carbon footprint and promoting sustainable practices across our operations. As part of our dedication to responsible business practices, we actively embrace additional regulatory changes and best practices prevailing in industry. We understand that compliance with these evolving regulations is crucial in creating a greener and more sustainable future. By adhering to these guidelines, we ensure our contributions to a collective effort in combating climate change and safeguarding the planet for future generations. In our journey towards sustainability, we have embraced the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) as part of adopting best industrial practices.

5.9 Health and Safety risk

The nature of business involves construction and maintenance of highways & toll plaza operations. The presence of heavy machinery, moving vehicles, and other construction activities exposes employees and workers to potential hazards, increasing the likelihood of injuries and accidents that could potentially lead to loss of human life. Implementation of robust health & safety measures, provision of adequate training, and adherence to safety protocols are ensured to safeguard the wellbeing of workers and to prevent potential catastrophic consequences associated with the construction and maintenance activities.

6. HUMAN RESOURCE MANAGEMENT

IRBs strong pool of experienced and skilled professionals enables the successful execution of world-class infrastructure projects while maintaining high standards of quality.

The Company is committed to keeping its workforce updated on the latest technological advancements and industry best practices in road and structure construction, toll operations, toll collection systems, and highway maintenance.

Employee capability development has always been a major priority and key business driver for the Company. We focus on enhancing employee capabilities through a comprehensive framework that integrates leadership development, managerial effectiveness, technical proficiency, and behavioural training.

I RBs reputation of providing a congenial and inclusive work environment that respects individuality and encourages professional growth, innovation and performance, acts as a strong pull to attract new industry talent.

Human resources continues to be central to IRBs ecosystem, reflecting Companys belief that strong people capability propels the operational efficiency and organisational growth.

By fostering a culture of performance and meritocracy, ensuring transparent communication, maintaining equitable and fair treatment, and investing in employee welfare, the company effectively retains its highly engaged talent pool and strengthens organisational trust.

Our leadership in infrastructure development is driven by the commitment, capability, and integrity of our workforce. We firmly believe that our sustainable growth and operational excellence are fundamentally rooted in the strength of our people.

7. INTERNAL CONTROL SYSTEMS

IRB has become a SAP-complied organisation across all business functions - tolling as well as construction. IRB maintains adequate internal control systems, including internal financial control systems, which provide, among other things, reasonable assurance of recording transactions of its operations in all material aspects. This system also protects against significant misuse or loss of Company assets. IRB has a strong and independent internal audit function. The Internal Auditor reports directly to the Chairman of the Audit Committee. Periodic audits by professionally qualified, technical and financial personnel of the internal audit function ensure that the Companys internal control systems are adequate and are complied with.

8. CAUTIONARY STATEMENTIRB, ‘the Company, ‘IRB Group and ‘the Group are interchangeably used and mean IRB Group or IRB Infrastructure Developers Limited as may be applicable.

This Annual Report contains certain forward-looking statements, and may contain certain projections. These forward-looking statements generally can be identified by words or phrases such as ‘aim, ‘anticipate, ‘believe, ‘expect, ‘estimate, ‘intend, ‘objective, ‘plan, ‘project,

‘will, ‘will continue, ‘will pursue, ‘seek to or other words or phrases of similar import. Similarly, statements that describe strategies, objectives, plans or goals are also forward-looking statements.

A ll forward-looking statements and projections are subject to risks, uncertainties and assumptions.

A ctual results may differ materially from those suggested by forward-looking statements or projections due to risks or uncertainties associated without expectations with respect to, but not limited to, regulatory changes pertaining to the infrastructure sector in India and the Companys ability to respond to them, the Companys ability to successfully implement its strategy and objectives, the Companys growth and expansion plans, technological changes, the Companys exposure to market risks, general economic and political conditions in India that have an impact on the Companys business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in the infrastructure sector. Certain important factors that could cause the Companys actual results to differ materially from expectations include, but are not limited to, the following:

• A he business and investment strategy of the Company

• E xpiry or termination of the project Special Purpose Vehicles (SPVs) respective concession Agreements

• E uture earnings, cash flow and liquidity

• Eotential growth opportunities

• Financing plans

• A he competitive position and the effects of competition on the Companys investments

• A he general transportation industry environment and traffic growth

• Eegulatory changes and future government policy relating to the transportation industry in India

A y their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated. Forward-looking statements and projections reflect current views as of the date hereof and are not a guarantee of future performance or returns to investors. These statements and projections are based on certain beliefs and assumptions, which in turn are based on currently available information. Although the Company believes the assumptions upon which these forward-looking statements and projections are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements and projections based on these assumptions could be incorrect. The Company and their respective affiliates/advisors do not have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. There can be no assurance that the expectations reflected in the forward-looking statements and projections will prove to be correct. Given these uncertainties, readers are cautioned not to place undue reliance on such forwardlooking statements and projections and not to regard such statements to be a guarantee or assurance of the Companys future performance or returns to investors.