IRB Infrastructure Trust Directors Report

Investment Managers brief report of activities of the InvIT

IRB Infrastructure Trust (the Trust) has been settled by IRB Infrastructure Developers Limited (the "Sponsor") pursuant to the Indenture of Trust in Delhi, India, as an irrevocable trust in accordance with the Indian Trusts Act. The Trust has been registered with SEBI as an Infrastructure Investment Trust under the SEBI InvIT Regulations (Registration Number: IN/InvIT/19-20/0012). The object and purpose of the Trust, as described in the Indenture of Trust, is to carry on the activity of an infrastructure investment trust under the InvIT Regulations. The principal investment objective of the Trust is to own, operate and invest in infrastructure projects in India, directly or through holding companies or SPVs and make other investments and undertake such activities in such jurisdictions as may be permissible under the InvIT Regulations, other applicable law and the Trust Documents.

The Trust own, operate and maintain a portfolio of 15 toll-road assets in the Indian states of Maharashtra, Gujarat, Uttar Pradesh, Rajasthan, Karnataka, Haryana, West Bengal, Telangana and Madhya Pradesh. These toll roads are operated and maintained by the Project SPVs of the Trust, pursuant to concessions granted by the NHAI or other concerned concessioning authority(ies). The Trust has listed its units with National Stock Exchange of India Limited w.e.f. April 3, 2023.

Summary of Audited Financial Statements

The Summary of financial information on Audited Consolidated & Standalone Financial Statement of the Trust as on March 31, 2025, is as follows: (Amount in millions)

Particulars	Consolidated				Standalone
	Year ended March 31, 2025	Year ended March 31, 2024	Half Year ended March 31, 2025	Half Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024	Half Year ended March 31, 2025	Half Year ended March 31, 2024
Total Income*	54,295.51	39,770.58	30,212.03	24,377.45	24,321.28	16,710.05	12,073.13	10,359.62
Total Expenditure*	57,441.28	47,608.56	30,285.53	29,291.72	7,196.59	7,666.22	3,117.27	6,372.19
Profit before tax	(3,145.77)	(7,837.98)	(73.50)	(4,914.27)	17,124.69	9,043.83	8,955.86	3,987.43
Less: Provision for tax
Current tax	266.47	5.25	126.11	0.40	5.04	-	5.04	-
Deferred Tax	(362.82)	(1,193.08)	(18.96)	(985.77)	-	-	-	-
Profit after tax	(3,049.42)	(6,650.15)	(180.65)	(3,928.90)	17,119.65	9,043.83	8,950.82	3,987.43
Less : Minority Interest	27.99	0.23	27.90	0.26	-	-	-	-
Profit after minority interest	(3,077.41)	(6,650.38)	(208.55)	(3,929.16)	17,119.65	9,043.83	8,950.82	3,987.43
Add: Profit at the beginning of the year	(17,640.04)	(10,395.80)	(21,054.62)	(13,202.15)	18,052.09	9,526.42	25,675.21	14,531.01
Profit available for appropriation	(20,717.45)	(17,046.18)	(21,263.17)	(17,131.31)	35,171.74	18,570.25	34,626.03	18,518.44
Appropriations:
Unit Issue Expenses	(14.07)	(144.31)	(14.07)	(59.18)	(14.07)	(68.61)	(14.07)	(16.79)
Interest Distribution	(812.96)	(449.55)	(267.25)	(449.55)	(812.96)	(449.55)	(267.25)	(449.55)
Capital Reserve	2,948.97	-	2,948.97	-	-	-	-	-
Other comprehensive income/(loss) for the period	-	-	-	-	-	-	-	-
Balance Carried Forward to	(18,595.51)	(17,640.04)	(18,595.51)	(17,640.04)	34,344.71	18,052.09	34,344.71	18,052.09
Balance Sheet

*Consolidated Total income includes Contract Income of 22,881.95 Million (March 2024 - 19,154.21 Million) **Consolidated Total expenditure includes Contract Expenses of 21,130.48 Million (March 2024 - 18,037.07 Million)

Audited Financial Statements (Consolidated and Standalone) along with Auditors Report for the financial year ended March 31, 2025 have been provided as " Annexure E & F " to this report.

STATEMENT OF NDCF AS ON MARCH 31, 2025

The statements of net distributable cash flow for IRB Infrastructure Trust and the project SPVs are disclosed in the audited consolidated financial statements of the Trust for the financial year ended March 2025 provided as Annexure F to this report and also included in management discussion and analysis section of this report.

PROJECT-WISE DETAILS OF THE ASSETS OF THE TRUST*

Particulars	AETL	CGTL	IHMTL	IWTL	KTL	KGTL	SYTL	UTL	YATL	PDTPL	STPL	HORR	ILTPL	IKTPL	IGTPL	MBEL
*Concession period (in years)	24	20	22	28	27	20	29	21	26	17	20	30	20	20	20	30
Concession start date	01-08- 2016	04-11-2017	28-05- 2019	03-03- 2014	15-07- 2015	21-02- 2018	21-01-2015	03-09- 2017	01-07-2015	02-04- 2022	28-12- 2023	12-08- 2023	01-04- 2024	01-04- 2024	01-04- 2024	12-10-2022
Concession end date without reduction/ extension	31-07- 2040	03-11- 2037	31-05- 2041	02-03- 2042	14-07- 2042	20-02- 2038	20-01-2044	02-09- 2038	30-06-2041	01-04- 2039	27-12- 2043	11-08- 2053	31-03- 2044	31-03- 2044	31-03- 2044	10-10-2052
Concession end date with reduction/ extension	29-10- 2045	27-02- 2042	16-02- 2043	07-02- 2048	25-02- 2049	05-07- 2042	13-05-2044	28-02- 2043	16-05-2046	01-04- 2039	08-04- 2046	11-08- 2053	31-03- 2044	28-06- 2043	31-03- 2044	10-10-2058
Tolling start date	01-08- 2016	04-11-2017	28-05- 2019	11-02- 2020	06-09- 2017	21-02- 2018	05-03-2018	03-09- 2017	17-03-2019	02-04- 2022	28-12- 2023	12-08- 2023	01-04- 2024	01-04- 2024	01-04- 2024	NA
Appraised	25,230	20,900	33,450	26,390	22,900	15,260	14,920	20,880	31,770	23,140	20,920	83,620	51,820	6,110	12,900	65,380
Total project cost ( in Million)
No. of Toll plazas	2	2	2	3	3	1	2	1	3	1	1	22	4	1	1	NA
Km Length	125	125	100	190	166	90	99	114	189	64	91	158	316	28	83	130
Lane Km	747	749	599	758	665	540	395	683	756	383	545	1,264	1,264	111	330	778

State	Uttar Pradesh	Rajasthan	Uttar Pradesh	Karnataka	Haryana	Rajasthan	Maharashtra	Rajasthan	Maharashtra	West Bengal	Gujarat	Telangana	Madhya Pradesh	Rajasthan	Madhya Pradesh & Uttar Pradesh	Uttar Pradesh
National Highway	NH-2	NH-79	NH-24	NH-17	NH-152	NH-79	NH-211	NH-8	NH-211	NH-19	NH-27	Nehru Outer Ring Road	NH-44	NH-76	NH-44	Ganga Expressway

*Note: Other details in relation to projects of the Trust can be located at the website of the Trust at https://www.irbinfratrust.co.in/ > Click on Assets tab.

PROJECT WISE GROSS TOLL COLLECTIONS FROM THE UNDERLYING PROJECTS DURING THE FINANCIAL YEAR

Details of Project wise gross toll collections from the underlying assets are as follows:

(Amount in millions)

Particulars	For the Quarter ended June 30,	For the Quarter ended September 30, 2024	For the Quarter ended December 31, 2024	For the Quarter ended March 31, 2025
	2024
AETL	615.20	577.08	668.49	686.41
CGTL	922.17	898.37	961.93	980.04
IHMTL	790.99	696.31	865.27	802.52
IWTL	346.11	295.23	369.73	350.35
KTL	334.68	328.69	349.97	338.13
KGTL	581.42	561.85	615.37	628.61
SYTL	284.60	301.72	317.23	325.95
UTL	800.83	736.44	797.63	816.93
YATL	539.37	610.64	620.36	617.44
PDTPL	422.41	381.81	413.58	481.73
HORR	1,860.19	1,927.07	2,042.96	2,025.49
STPL	355.11	309.76	376.80	369.03
IRBLTPL	1,015.44	1,033.26	1,055.32	1,043.82
IRBKTPL	178.66	188.20	209.54	180.54
IRBGPL	280.82	302.84	325.76	315.59
Total	9,328.00	9,149.27	9,989.94	9,962.58

Gross Toll collections of the InvIT for the last 5 years, project-wise

(Amount in millions)

Sr. No.	Project SPV	As on March 31, 2025	As on March 31, 2024	As on March 31, 2023	As on March 31, 2022	As on March 31, 2021
1	AETL	2,547.18	2,397.75	2,199.03	1,896.30	1,230.60
2	CGTL	3,762.50	3,680.02	3,445.69	2,276.44	1,402.25
3	IHMTL	3,155.09	2,882.35	2,274.59	1,405.59	1,270.85
4	IWTL	1,361.42	1,328.48	1,207.89	851.88	697.90
5	KTL	1,351.47	1,423.37	1,504.69	441.10	701.85
6	KGTL	2,387.25	2,380.17	2,024.38	1,050.58	935.71
7	SYTL	1,229.50	1,272.75	1,295.10	839.58	693.07
8	UTL	3,151.83	2,925.28	2,528.50	2,003.24	1,177.94
9	YATL	2,387.80	2,524.24	2,555.29	1,612.72	1,315.15
10	PDTPL	1,699.54	1,742.54	2,062.31	-	-
11	HORR	7,855.71	4,537.40	-	-	-
12	STPL	1,410.69	375.91	-	-	-
13	IRBLTPL	4,147.83	-	-	-	-
14	IRBKTPL	756.94	-	-	-	-
15	IRBGPL	1,225.02	-	-	-	-
	TOTAL	38,429.77	27,470.26	21,097.47	12,377.43	9,425.32

Addition and divestment of assets

During the year under review, on December 16, 2024, the Trust executed definitive documents for the purpose of implementation of (remaining part of) Ganga Expressway BOT Project through the Trust, including making investment into Meerut Budaun Expressway Limited (MBEL/the Project SPV). Accordingly, the Trust has acquired 42,87,33,000 equity shares of

10/- each and 1,28,619 Non-Convertible Debentures of

1,00,000/- each of MBEL from IRB Infrastructure Developers Limited and Anahera Investment Pte. Ltd for an aggregate purchase consideration of 1714.92 Crores for acquisition of 80.40% stake in the Project SPV.

During the year under review, the Trust has not divested any of its assets. However, it is pertinent to note that the Board of Directors of Investment Manager to IRB Infrastructure Trust on November 14, 2024 has approved and issued a preliminary and non-binding offer (NBO) for transfer of five project assets held by the Trust viz. a) IRB Hapur Moradabad Tollway Limited, b) Kaithal Tollway Limited c) Kishangarh Gulabpura Tollway Limited d) AE Tollway Limited and e) IRB Westcoast Tollway Limited, to the IRB InvIT Fund, a publicly offered and listed Infrastructure Investment Trust. Further, the Board of Directors of Investment Manager on May 8, 2025, has approved modifications to the NBO dated November 14, 2024 to include only three out of the originally proposed five assets viz. a) IRB Hapur Moradabad Tollway Limited, b) Kaithal Tollway Limited and c) Kishangarh Gulabpura Tollway Limited.

Details of issue and buyback of units during the year, if any

During the year under review pursuant SEBI Master Circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2024/44 dated May 15, 2024, the Trust has issued and allotted 5,84,00,000 units aggregating 17149.23 million, on rights issue basis to eligible Unitholders in December 2024. Further the trust has not bought back any units, during the year under review.

Details of all related party transactions during the year, value of which exceeds five percent of value of the InvIT assets

During the year under review, no fresh related party transactions (value of which exceeds five percent of value of the InvIT assets) were considered for seeking approval of the board or unitholders under the applicable provisions of InvIT Regulations. Other details of related party transactions have been disclosed in audited financial statements forming part of the Annual Report as "Annexure E & F".

Details regarding the monies lent by the InvIT to the holding company or the Project SPVs:

(Amount in millions)

Update on development of under-construction projects, as
on March 31, 2025 Project	Progress %	Progress %	Expected
	(LIE)*	(IE)**	COD Date
PALSIT DANKUNI	96%	93%	30-06-
TOLLWAY PRIVATE			2025
LIMITED (PDTPL)
SAMAKHIYALI	23%	30%	31-03-
TOLLWAY PRIVATE			2026
LIMITED (STPL)
MEERUT BUDAUN	86%	84%	31-10-
EXPRESSWAY			2025
LIMITED

Particulars	Opening Balance	Loan availed during the period	Loan repaid during the period	Closing Balance
Long term	1,56,229.16	16,896.38	3,961.37	1,69,164.17
Loan to
Project
SPVs
Short term	6,470.38	3,630.96	180.48	9,920.86
Loan to
Project
SPVs
Total	1,62,699.54	20,527.34	4,141.85	1,79,085.03

*LIE = Lenders Independent Engineer **IE: Independent Engineer

Outstanding borrowings & Debt maturity profile

(Amount in

millions)

Particulars	Amount			Maturity profile
	outstanding as on March 31, 2025	0-1 years	2-3 years	4-5 years	6-10 years	11-20 years	Total
IRB Infrastructure Trust	62,392	1,278	2,876	6,071	18,531	33,637	62,392
Solapur Yedeshi Tollway Limited	5,910	-	4,985	925	-	-	5,910
Yedeshi Aurangabad Tollway Limited	15,150	-	12,390	2,760	-	-	15,150
Udaipur Tollway Limited	6,912	175	875	1,607	4,255	-	6,912
Udaipur Tollway Limited	8,191	195	976	1,791	4,033	1,196	8,191
CG Tollway Limited	13,585	507	2,088	3,219	6,440	1,330	13,585

Particulars	Amount outstanding as on March
	31, 2025
Palsit Dankuni Tollway Private Limited #	16,500
IRB Golconda Expressway Private Limited	54,914
Samakhiyali Tollway Private Limited#	14,460
IRB Lalitpur Tollway Private Limited#	34,965
IRB Kota Tollway Private Limited#	4,540
IRB Gwalior Tollway Private Limited#	8,770
Meerut Budaun Expressway Limited#	26,590
Total	2,72,880

(Amount in millions)

		Maturity profile
0-1 years	2-3 years	4-5 years	6-10 years	11-20 years	Total
83	1,215	1,858	5,321	8,023	16,500
248	550	1,100	9,625	43,392	54,914
-	188	383	2,032	11,857	14,460
70	473	1,138	8,750	24,535	34,965
27	33	109	1,062	3,309	4,540
53	63	210	2,052	6,392	8,770
-	513	1,914	5,185	18,977	26,590
2,635	27,224	23,085	67,287	1,52,648	2,72,880

# Including pending disbursement

Gearing ratios on a Consolidated and Standalone basis as at the end of the year

Consolidated:

Particulars		As at March 31, 2025
		(Amount in Millions)
Borrowings	1,92,066.76
Less: cash and cash equivalents	(3,070.00)
Net debt (A)	1,88,996.76
Equity	1,49,209.40
Total equity (B)	1,49,209.40
Gearing ratio (%) (A / B)	126.67%
Standalone:
Particulars			As at March 31, 2024
			(Amount in Millions)
Borrowings			1,000.00
Less: cash and cash equivalents			(1.15)
Net debt (A)			998.85
Unit capital			1,50,888.26
Other equity			34,344.71
Total equity (B)			1,85,232.97
Gearing ratio (%) (A / B)			0.54%

The total operating expenses of the Trust along with detailed break-up, including all fees and charges paid to the Investment Manager and any other parties, if any during the year are as below:

The details of total operating expenses of the InvIT along with detailed break-up, including all fees and charges paid to the Investment Manager and any other parties are disclosed on the face of Standalone Statement of Profit & Loss and note no. 18, 19, 19A and 30 which forms part of the standalone financial statements of the Trust for the financial year ended March 2025.

Summary of the same is as under:

Particulars	Year ended March 31, 2025
	(Amount in Millions)
Expenditure
Valuation expenses	5.42
Audit fees	8.15
Investment management fees	111.14
Custodian fees	1.40
Trustee fees	1.30
Finance cost (interest)	5,498.43
Finance cost (Others)	96.87
Legal and professional expenses	39.04
Fair value loss on measurement of	1,429.82
other payable
Other Expenses	5.02
Total Expenses	7,196.59

Past performance of the InvIT with respect to unit price, distributions made and yield for the last 5 years, as applicable

Unit Price:

The Trust is privately placed InvIT and has listed its units with National Stock Exchange of India Limited (NSE) w.e.f. April 3, 2023. The listing of units has been done at value of 200.90 per unit. During the year under review, units of the Trust were traded on NSE platform on June 13, 2024, at price of

220.22 per unit. Latest NAV was declared as 304/- per unit as per the valuation report dated May 08, 2025, issued by M/s. KPMG Valuation Services LLP [IBBI Reg. No. IBBI/RV-E/06/2020/115], as on March 31, 2025.

Financial	2024-25	2023-24	2022-23	2021-22	2020-21
Year
Interest	826.97	716.83	-	-	-
Return of	1,610.06	3,984.60	-	-	-
Capital
Total	2,437.03	4,701.43	-	-	-
Yield Details:
Financial	2024-25	2023-24	2022-23	2021-22	2020-21
Year
Yield (%)*	1.75%	4.43%	-	-	-

*Calculated based on total distribution during the FY divided by capital employed.

Unit price quoted on exchange at the beginning and end of the financial year ?€“April 1, 2024: 200.90 per Unit (Adjusted Price*)

March 31, 2025: No price was displayed due to NIL trading happened in units on date March 31, 2025.

*The listing of units was done at value of 200.90 per unit (as per valuation report) without issuance of new units. Hence adjusted price was displayed on NSE as on April 1, 2024.

Highest and lowest unit price: 220.22 per unit.

Average daily volume traded during the financial year: Not Applicable since during the period under review, Units of the Trust were traded only on June 13, 2024. For clarification, units were not traded on any other date during the period under review except June 13, 2024. Hence, Average daily volume cannot be calculated for reporting purpose.

Brief details of material and price sensitive information

The Units of the Trust are listed with National Stock Exchange of India Limited w.e.f. April 3, 2023. Being Listed Trust, the Investment Manager on behalf of the Trust has provided details of material and price sensitive information to the stock exchange from time to time, in accordance with applicable regulations. The details of the material and price sensitive information is provided as Annexure D to this report.

Investor Complaints

During the year under review, the Trust has not received any investor complaint.

Please find below disclosure of Investor Complaints pursuant to SEBI Circular no. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/89 dated June 12, 2025

	All complaints including SCORES complaints	SCORES complaints
Number of investor complaints pending at the beginning of the year. Number of investor complaints received during the year.	0 0	0 0
Number of investor complaints disposed of during the year.	0	0
Number of investor complaints pending at the end of the year.	0	0
Average time taken for redressal of complaints	NA	NA

SEBI Complaints Redress System (SCORES)

Trust has been registered on SCORES and Investment Manager makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

ONLINE DISPUTE RESOLUTION (ODR) PORTAL

Unitholders are informed that SEBI vide its Master Circular for Online Dispute Resolution, dated July 31, 2023 (updated on December 28, 2023) has issued guidelines for common Online Dispute Resolution portal ("ODR Portal") for resolving grievances/disputes arising between investors/clients and listed companies or specified intermediaries/ regulated entities in the security market. In case the grievance is not redressed satisfactorily by the entity/RTA, the investor may escalate the same through SEBI SCORES portal. After exhausting the above options, if the investor is not satisfied with the outcome, he/she/they can initiate dispute resolution through the ODR portal. The link of SEBI circular, SEBI SCORES Portal and ODR Portal are provided hereunder for reference:

SEBI Circular & ODR Portal Link: https://www.irbinfratrust.co.in/home/index.php/miscellaneous/#close SEBI SCORES Portal: https://scores.sebi.gov.in/

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the year ended March 31, 2025 has been provided as " Annexure B " to this report.

Other updates / changes for the year under review

A. Brief Summary of the valuation

The Investment Manager has submitted full valuation report for the financial year ended March 31, 2025 as received from the Valuer with the Stock Exchanges within stipulated time period. The summary of full valuation report is enclosed as " Annexure A ".

The Toll Revenue Projection Reports issued by M/s. GMD Consultants and M/s. T&T Consultants, Technical Consultants, for each Project SPVs were submitted to the Stock Exchanges within stipulated time period.

Valuation of Assets and NAV as at March 31, 2025

Particulars	(Amount in millions)
A. Assets	6,70,082.24
B. Liabilities	3,13,761.45
C. Net Assets	3,56,320.79
Outstanding units	1,172.09
NAV at Fair Value (Per Unit)	304.00

B. Borrowings or repayment of borrowings on standalone and consolidated are as follows: i. Standalone Basis

Unsecured loan availed:

(Amount in millions)

Particulars Opening Loan Loan Closing Balance availed repaid Balance during the during the period period

Unsecured - 1,000.00 - 1,000.00 Loan

Total - 1,000.00 - 1,000.00

Secured Loan availed:

Particulars	Opening Balance	Loan availed during the period	Loan repaid during the period	Closing Balance
Bank of India	7,891.07	-	79.37	7,811.70
Bank of	4,932.47	-	50.26	4,882.21
Maharashtra
Canara Bank	13,706.46	-	139.41	13,567.05
India	14,797.70	-	150.00	14,647.70
Infrastructure
Finance
Company
Limited

Particulars	Opening Balance	Loan availed during the period	Loan repaid during the period	Closing Balance
National Bank of Financing	13,811.69	-	139.51	13,672.18
Infrastructure and
Development
Union Bank of	7,891.28	-	79.68	7,811.60
India
Total	63,030.66	-	638.23	62,392.43

ii.	Consolidated Basis
				(Amount in millions)
	Particulars	Opening Balance	Loan availed during the period	Loan repaid during the period	Closing Balance
	Secured loan	2,19,244.66	35,525.53*	1,189.48	2,53,580.71
	Unsecured	0.02	675.94#	366.45	309.51
	Loan
	Total	2,19,244.68	36,201.47	1,555.93	2,53,890.22

* Includes 19,568.51 Million of MBEL borrowings acquired on December 27, 2024.

#Includes 650.94 Million of MBEL borrowings acquired on December 27, 2024.

C. Credit Rating

During the year under review, CRISIL Ratings Limited affirmed rating at "CRISIL AAA and was placed on Watch Developing".

D. Changes in clauses in trust deed, investment management agreement or any other agreement entered into pertaining to activities of InvIT

During the year under review, the Investment Manager on behalf of the Trust entered into certain agreements with respect to the Rights Issue of Units of the Trust viz. Registrar Agreement, Issue Agreement and Cash Escrow Agreement.

Further, the Trustee and the Investment Manager on behalf of the Trust had entered agreements with respect to acquisition of majority stake in Meerut Budaun Expressway Limited including Securities purchase agreement, amendment to project implementation agreement, amendment to name licensing agreements and other incidental documents in relation thereto.

During the year under review, there was no change clauses of the trust deed, investment management agreement or any other agreement entered into pertaining to activites of InvIT.

E. Any regulatory changes that has impacted or may impact cash flows of the underlying projects

During the period, there are no material regulatory changes that had impacted or may impact cash flows of the underlying projects.

F. Change in material contracts or any new risk in performance of any contract pertaining to the InvIT

During the period, there is no change in material contracts or any new risk in performance of any contract pertaining to the Trust.

G. Any legal proceedings which may have significant bearing on the activities or revenues or cash flows of the InvIT

Except otherwise specified under separate section on material litigations in this report, during the period under review, there were no legal proceedings which may have significant bearing on the activities or revenues or cash flows of the Trust.

H. Any other material change/update during the year i. TOT12 Project (IRB Lalitpur Tollway Private Limited) and TOT13 projects (IRB Kota Tollway Private Limited & IRB Gwalior Tollway Private Limited), commenced operations on April 1, 2024, the Appointed Date issued by the Authority.

ii. SEBI instructed the internal auditors of the Trust to conduct the internal audit of the Trust for the period from April 1, 2023 to April 30, 2024. Accordingly, the internal auditors conducted the audit and submitted their audit report with SEBI on July 31, 2024.

iii. SEBI conducted thematic inspection of the Trust on appointment of valuers and disclosures in valuation reports, for the period from initial offer of units by the Trust till the Quarter Ending June 2024.

iv. In December 2024, the Trust completed acquisition of 80.40% of stake in Meerut Budaun Expressway Limited (Project SPV for Ganga Expressway BOT Project).

v. approval and issuance of a preliminary and non-binding offer (NBO) for transfer of five project assets held by the Trust to the IRB InvIT Fund, a publicly offered and listed Infrastructure Investment Trust. The NBO was subsequently modified after the closure of the year to include only three out of the five assets originally proposed.

vi. In January 2025, Mr. Dhananjay Joshi resigned as CEO of the Investment Manager of the Trust w.e.f. end of business hours on March 31, 2025. Mr. Amitabh Murarka was appointed as CEO of the Investment Manager of the Trust w.e.f. April 1, 2025.

vii. Issuance of Advisory letter by SEBI on February 6, 2025, communicating findings in connection with the valuation report of the Trust for the FY 2023-24 and disclosures to be included in valuation report.

viii. Issuance of letter by SEBI on March 28, 2025 communicating administrative warnings, deficiencies and advisories on certain compliance points, pursuant to the inspection of IRB Infrastructure Trust for period April 03, 2023 to April 30, 2024 by SEBI.

ix. For any other material update not included above, please refer disclosures filed with exchange and which are uploaded on the website of the Trust under the Tab: Investors Relations > Annoucements: https://www.irbinfratrust.co.in/ home/index.php/announcement/

I. Details of Unitholders Meetings/ Postal Ballots of InvIT held during year under review:

Sr. No.	Type of Meeting	Date	If all business items were approved with requisite majority
1	Annual Meeting	25.07.2024	Yes
2	Extraordinary	17.12.2024	Yes
	Meeting

Investment Manager

MMK Toll Road Private Limited is the Investment Manager (IM) of the Trust, and has been designated as such pursuant to the Investment Management Agreement dated August 27, 2019. The Investment Manager is responsible for making investment decisions with respect to the underlying assets or projects of the Trust (Project SPVs), including any further investment or divestment of its assets, in accordance with Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended (the InvIT Regulations) and the Investment Management Agreement.

As on March 31, 2025, The Board of Directors of Investment Manager were as under:

1.	Mr. Virendra D. Mhaiskar	- Non-Independent
		Director
2.	Mr. Aryan Mhaiskar	- - Non- Independent
		Director
3.	Mr. Boon Chin Hau	- Non- Independent
		Director
4.	Mr. Victor Carretero	- Non- Independent
	Arbona*	Director (Additional)
5.	Mr. K G Krishnamurthy**	- Independent Director
		(Additional)
6.	Mrs. Ranjana Paranjape**	- Independent Director
		(Additional)
7.	Mr. Nagendraa Parakh***	- Independent Director
8.	Ms. Rajni Sekhri Sibal*	- Independent Director
		(Additional)

*Appointed as w.e.f. October 30, 2024

** Re-appointed for 2nd term of 5 years upon completion of first term, w.e.f. February 26, 2025 ***Re-appointed for 2nd term of 5 years upon completion of first term, w.e.f. May 31, 2024

During the year under review, following persons ceased to be directors of the Investment Manager:

1. Mr. Kunnasagaran Chinniah (Non-independent director) w.e.f. June 15, 2024.

2. Mr. Amyn Jassani (Independent director) w.e.f. May 31, 2024.

Key Managerial Personnel of Investment Manager are as under:

1.	Mr. Amitabh Murarka*	- Chief Executive Officer
2.	Ms. Shilpa Todankar	- Chief Financial Officer
3.	Mr. Kaustubh Shevade	- Company Secretary &
		Compliance Officer

*Mr. Amitabh Murarka was appointed as CEO w.e.f. April 1, 2025 upon resignation of former CEO Mr. Dhananjay Joshi w.e.f. closure of business hours of March 31, 2025.

The Compliance Reports on governance are provided as "Annexure C" to this report.

SPONSOR

IRB Infrastructure Developers Limited is Sponsor of the Trust. The Sponsor is Indias leading and the largest integrated and first multi-national transport infrastructure developer in roads and highways sector, with major presence in the Build-Operate-Transfer (BOT) space, carrying high pride to be part of Indias transformation. The Sponsor has been listed on the Indian Stock Exchanges since 2008.

As of March 31, 2025; the Sponsors portfolio comprises of 26 projects including 18 Build- Operate-Transfer (BOT), 4 Toll- Operate-Transfer (TOT) and 4 Hybrid Annuity Model (HAM) projects. During the reporting year, the Sponsor holds Asset Portfolio having 15,444 lane kms of highways on a BOT/TOT/ HAM basis, of which it owns and operates 13,023* lane kms and manages 10,567 lane kms under InvIT assets as a project manager.

*Includes lane kms of projects transferred to IRB Infrastructure Trust.

The Sponsor is also acting as the Project Manager. The Sponsor has experience in developing road and highway infrastructure and has received various industry awards and recognitions.

For more details about the Sponsor, please refer their website www.irb.co.in

DIRECTORS OF THE SPONSOR:

The Board of Directors of the Sponsor, are as follows:

Sr No.	Name	Designation
1.	Mr. Virendra D. Mhaiskar	Chairman &
		Managing Director
2.	Mrs. Deepali V Mhaiskar	Wholetime Director
3.	Mr. Luis Aguirre De	Non-executive Director
	Carcer Cabezas*
4.	Mr. Ravindra Dhariwal	Non-executive Director
5.	Mr. Vijay Bhatt**	Independent Director
6.	Mr. Ajay Kumar Singh***	Independent Director
7.	Mr. Bajrang Lal Gupta**	Independent Director
8.	Mrs. Priti Savla	Independent Director

*Appointed w.e.f. December 29, 2024. ** Appointed w.e.f. April 1, 2024 *** Appointed w.e.f. February 5, 2025

During the year under review, following persons ceased to be directors of the Sponsor:

Mr. Jose Tamariz Martel Goncer w.e.f. December 09, 2024.

Mr. Sandeep Shah w.e.f. February 4, 2025

TRUSTEE

The Sponsor has settled the Trust pursuant to the Indenture of Trust and appointed IDBI Trusteeship Services Limited as Trustee in accordance with the provisions of the InvIT Regulations. The Trustee is a trusteeship company registered with SEBI as a debenture trustee, and is jointly promoted by IDBI Bank Limited, Life Insurance Corporation and General Insurance Corporation for providing corporate and other trusteeship services.

The Trustee is permitted to engage in the following activities: i. Debenture / bond trustee; ii. Security trustee/ facility agent; iii. Securitization trustee; iv. Share pledge trustee / share monitoring agent; v. DMS Services; vi. Infrastructure Investment Trustee; vii. Real Estate Investment Trustee; viii. P2P Trustee; ix. Masala Bond Trustee; x. Software Escrow Trustee;