As on: Jul 06, 2026 12:36 PM
Report of Investment Manager
for the year ended March 31, 2026
Activities of the Trust
IRB InvIT Fund (the "Trust" or "InvIT") is settled by IRB Infrastructure Developers Limited (the "Sponsor") pursuant to the Indenture of Trust in Mumbai, India, as an irrevocable Trust in accordance with the Indian Trusts Act, 1882. The Trust has been registered with SEBI as an Infrastructure Investment Trust under Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (the "InvIT Regulations") as amended from time to time (Registration Number: IN/InvIT/15-16/0001). The Trust's primary objective is to carry on the activity of an infrastructure investment trust under the InvIT Regulations, to raise resources in accordance with the InvIT Regulations, including mobilizing funds through permitted avenues and investing in infrastructure assets in accordance with its investment strategy.
The Trust is set up to own, operate and maintain a portfolio of ten revenue generating highway assets that includes eight BOT assets and two HAM assets, with 4,445 lane KMs and Enterprise Value of approx. Rs.182,500 Million, in the state(s) of Maharashtra, Gujarat, Rajasthan, Karnataka, Tamil Nadu, Punjab, Haryana and Uttar Pradesh. These road assets are operated and maintained pursuant to concessions granted by the National Highways Authority of India (NHAI). The Trust is listed on both the Stock exchanges i.e. National Stock Exchange of India Limited and BSE Limited since May 18, 2017.
Financial Statements
The Summary of financial information in the Consolidated & Standalone Financial Statement of the Trust as on March 31, 2026, is as follows
Particulars
Profit before tax
Profit after tax
Profit available for appropriation
Balance Carried Forward to Balance Sheet
Balance Carried Forward to
Balance Sheet
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 Trust along with detailed break-up, including all fees and charges paid to the Investment Manager and any other parties are disclosed in Standalone Statement of Profit & Loss and note no. 18(A), 18(B), 19 and 20 which forms part of the standalone financial statements of the Trust for the financial year ended March 2026.
Summary of the same is as under:
Expenditure
Total Expenses
Management Discussion and Analysis
The Management Discussion and Analysis Report forms an integral part of the Annual Report and includes various matters as specified under the InvIT Regulations.
Assets of the Trust
Project-wise brief details of all the assets of the Trust are as follows:
* As per Valuation report
• BOT assets i.e. IDAA Infrastructure Limited i.e. Bharuch Surat and IRB Surat Dahisar Tollway Limited i.e. Surat Dahisar project ended on March 31, 2022 and May 25, 2022 respectively and Project Highways including Project Assets are Handed over to National Highways Authority of India (NHAI) in terms of the Concession Agreement.
• In the month of November 2025, the Trust has acquired 3 road assets namely IRB Hapur Moradabad Tollway Limited (IHMTL), Kaithal Tollway Limited (KTL) and Kishangarh Gulabpura Tollway Limited (KGTL) from IRB Infrastructure Trust.
• Further, the Trust has acquired VM7 Expressway Private Limited (VM7) from the IRB Infrastructure Developers Limited i.e. Sponsor of the Trust effective from December 1, 2025.
Update on development of under-construction projects, if any.
The Trust has not invested in under-construction projects and has not divested any of its existing assets.
Project-wise Revenue from the Underlying Projects for last 5 years
Details of Project-wise Gross Toll collection from the underlying assets are as follows:
• During FY 2026, the Trust undertook expansion through the acquisition of 3 road assets under BOT model from IRB Infrastructure Trust effective from November 01, 2025.
• Note:
• During the FY23, toll collection was suspended due to farmer's protest on December 15, 2022, which recommenced on January 15, 2023.
• During the FY24 toll collection was suspended due to farmer's agitation on February 22, 2024, which recommenced on February 25, 2024.
• During the FY25 toll collection was suspended due to farmer's protest on October 23, 2024, which recommenced on November 13, 2024.
IRBPA is eligible for cash compensation for loss of revenue and corresponding extension of Concession Period under the relevant Force Majeure provisions of the Concession Agreement.
Details of HAM Project revenue from the underlying assets are as follows:
Vadodara Kim Project:
Vadodara Kim Project received PCOD on 2nd April, 2022 and thereon, the concessionaire was entitled for Annuity income.
Gandeva Ena (VM7) Project:
Total
Gandeva Ena (VM7) Project received PCOD on 31st May 2025 and thereon, the concessionaire was entitled for Annuity income. VM7 Project was acquired by IRB InvIT Fund effective from December 1, 2025.
Addition and Divestment of Assets including the identity of the buyers and sellers, purchase or sale prices and brief details of valuation of such transactions:
1. Acquisition of assets from IRB Infrastructure Trust ("Private InvIT")
In November 2025, IRB InvIT Fund ("Trust") completed acquisition of 100% of the equity share capital of IRB Hapur Moradabad Tollway Limited ("IHMTL"), Kaithal Tollway Limited ("KTL"), and Kishangarh Gulabpura Tollway Limited ("KGTL") (collectively referred to as the "Project SPVs") from IRB Infrastructure Trust ("Private InvIT") for an aggregate purchase consideration of Rs.49,050 million, resulting in an enterprise value of Rs.84,360 million after considering approx. 3% discount to equity value determined by the independent valuer i.e. Grant Thornton Valuation Advisors Private Limited (GTVAPL), Registered Valuer IBBI (Registration no.: IBBI/RV-E/05/2020/134, bearing RV no.:IBBI/ RV/05 /2018/10428).
Pursuant to the aforesaid acquisition, the Trust has undertaken the following actions:
i. Issuance of Units through Institutional Placement:
On October 15, 2025, the Trust has issued and allotted 54,14,05,000 units (the "units") at a price of Rs.60.00 per unit (the "issue price") to institutional investors and has raised Rs.32,484.30 million, in accordance with the Securities and Exchange Board of India (Infrastructure Investment Trust) Regulations, 2014, as amended and the master circular issued by the Securities and Exchange Board of India bearing number SEBI/HO/DDHS- PoD-2/P/CIR/2025/102 dated July 11, 2025, as amended ("Master Circular").
ii. Issuance of Units on Preferential Basis:
On November 3, 2025, the Trust issued 15,96,95,000 units at an issue price of Rs.62.95 per unit, i.e. price determined in accordance with paragraph 7.5.A of Chapter 7 of the Master Circular for Infrastructure Investment Trusts (InvITs) dated July 11, 2025, as amended, aggregating up to Rs.10,052.80 million on a preferential basis.
iii. Private Placement of NCDs:
On November 4, 2025, the Trust has allotted 1,15,000 senior, secured, rated, listed, redeemable, non-convertible debentures (NCDs) aggregating up to Rs.11,500 million, in three series, on private placement basis ("NCDs") to eligible investors.
2. Acquisition of asset from IRB Infrastructure Developers Limited ("Sponsor of the Trust")
In February 2026, the Trust, pursuant to the approval of the Board of Directors of IRB Infrastructure Private Limited, the Investment Manager ("IM") to the Trust, at its meetings held on November 20, 2025 and December 1, 2025, and the approval of the unitholders of the Trust on December 24, 2025, acquired VM7 Expressway Private Limited ("VM7"), erstwhile wholly owned subsidiary of IRB Infrastructure Developers Limited ("Sponsor").
The acquisition was undertaken pursuant to an invitation to offer received from the Sponsor and involved the execution of a share purchase agreement and approval of the key commercial terms of the project implementation agreement, pursuant to which the Sponsor shall act as the project manager for the Project SPV.
VM7 is the concessionaire for the project involving the construction of an eight-lane, access-controlled expressway from Km 190.000 to Km 217.50 of the Delhi-Mumbai Expressway (Gandeva to Ena section) in the State of Gujarat, being implemented under the Hybrid Annuity Mode (HAM) pursuant to Bharatmala Pariyojana (Phase I - Package VII) (the "Project").
The Trust acquired VM7 from the Sponsor at an enterprise value of approximately Rs.12,000 million.
Summary of the Valuation as per full valuation report
The Investment Manager submitted the full valuation report for the financial year ended March 31, 2026, as received from the Valuer, to the Stock Exchanges within stipulated time period. A summary of full valuation report is enclosed as "Annexure A".
The Toll Revenue and O&M Cost Projection Report issued by M/s. GMD Consultants, Technical Consultant, for each Project SPVs, was submitted to the Stock Exchanges within the stipulated time period.
Valuation of Assets and NAV as per full valuation report
Details of Enterprise Value
Name of the SPV
IRB Talegaon Amravati Tollway Limited
Statement of Net Assets at Fair Value on Standalone Basis:
Statement of Net Assets at Fair Value on Consolidated Basis:
Borrowings/repayment of Borrowings
Details of Borrowings or repayment of borrowings on standalone and consolidated are as follows:
A) Standalone Basis
Facility Type
B) Consolidated Basis
Please refer to note 13 of the Standalone Financial statement with respect to borrowings/ repayment on a standalone basis as on March 31, 2026, and note 16 of Consolidated Financial statements with respect to borrowings/ repayment on a consolidated basis, as on March 31, 2026.
Name of the entity
Secured loan availed from:
Secured
Principal
Interest
Unsecured loan availed from Project SPVs:
The unsecured interest free loans taken from related parties is repayable within one year from the balance sheet date.
All borrowings of the Trust are within the leverage limits approved by the Unitholders and are in compliance with the leverage thresholds prescribed under the InvIT Regulations. The Investment Manager ensures ongoing compliance with applicable borrowing limits, approval requirements, and disclosure obligations under the InvIT Regulations.
Details of deferred payments:
During the period under review there are no deferred payments.
Details of debt maturity profile:
Rupee term loan from banks are repayable in quarterly instalment as per the repayment schedule specified in loan agreement with the Lenders. Also refer to note no. 13 of Standalone Financial Statement and note no. 16 of Consolidated Financial Statements.
The diagrammatic representation of repayment schedule on consolidated basis is as under:
Details regarding the monies raised by the way of Non-Convertible Debentures
The Company raised long-term funds during the year by way of issue of Non-Convertible Debentures (NCDs).
The NCD issuance was divided into three series having different maturity and redemption profiles. Series A is redeemable in full at the end of 5 years, while Series B is redeemable in full at the end of 10 years. Series C has a structured redemption mechanism under which 2.5% of the principal is repayable at the end of each of the 11th and 12th years, 5% each at the end of the 13th and 14th years, and the balance 85% at the end of the 15th year. Also refer to note no. 13 of Standalone Financial Statements and note no. 16 of Consolidated Financial Statements.
Details regarding the monies lent by the InvIT to the holding company or the Project SPV in which it has investment in:
Details of gearing ratios:
Details of Gearing ratio as per Consolidated Financial Statements.
Net debt (A)
Total equity (B)
Gearing ratio (in times) (A/B )
Details of Gearing ratio as per Standalone Financial Statements.
Please refer to note no. 29 of Standalone Financial Statements and note no. 38 of Consolidated Financial Statements.
Details of all related party transactions during the year, value of which exceeds five percent of value of the InvIT assets
Please refer to note 43 of the Consolidated Financial Statements and note 38 of the Standalone Financial Statement of the Trust for March 31, 2026 pertaining to related party transactions which forms integral part of this Annual Report.
Further details of the transactions exceeding five percent of value of the InvIT assets undertaken during the year under review are provided as under:
1. Acquisition of the 100% equity shareholding of IRB Hapur Moradabad Tollway Limited, Kaithal Tollway Limited, and Kishangarh Gulabpura Tollway Limited (collectively referred to as "Project SPVs") from IRB Infrastructure Trust. The aforesaid acquisition was duly approved by the Unitholders through a postal ballot resolution dated May 30, 2025. The postal ballot notice is available on the website of the Trust at https://www. irbinvit.co.in/wp-content/uploads/2025/06/Postal- Ballot-Notice-IRB-InvIT-Fund-Final.pdf.
2. Acquisition of the 100% equity shareholding of VM7 Expressway Private Limited from IRB Infrastructure Developers Limited. The aforesaid acquisition was duly approved by the Unitholders at an Extraordinary Meeting held on December 1, 2025. The notice of Extra-ordinary meeting is available on the website of the Trust https://www.irbinvit.co.in/wp- content/uploads/2025/12/Notice-of-EGM-IRB- InvIT-Fund-sd.pdf
Credit Rating IRB InvIT Fund
India Ratings & Research (Ind-Ra) converts IRB InvIT Fund's NCD's provisional rating to Final rating; affirms existing ratings w.r.t. issuer rating and Bank loan facilities at ‘IND AAA'/Stable; affirms and assigns rating for proposed nonconvertible debentures at ‘Provisional IND AAA/Stable' The rationale is available on their website at https://www. indiaratings.co.in/pressrelease/80435
CARE Ratings Limited has reaffirmed the Trust's rating and long term bank facilities at "CARE AAA" with stable outlook to long term bank facilities and issuer rating of the Trust with stable outlook. The rationale is available on their website at https://www.careratinqs.com/upload/CompanyFiles/ PR/202603140322_IRB_Invit_Fund.pdf
There has been no change in rating as compared to the previous financial year.
Investment Manager
IRB Infrastructure Private Limited is the Investment Manager (IM) of the Trust and has been designated as such pursuant to the Investment Management Agreement dated March 3, 2016. 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.
Investment Manager on behalf of the Trust enhances revenue stability by providing predictable income, thereby improving cash flow visibility and supporting sustainable distributions to unitholders.
There is no change in Investment Manager of the Trust during the period under review.
Directors of Investment Manager
Sr. No.
Name of Director
DIN
Designation
‘During the year under review, Mr. Rushabh Gandhi was re-appointed as Executive Director for a period of 3 years with effect from March 31, 2026.
Brief Profiles of the Investment Manager's Directors
a) Mr. Rajinder Pal Singh (DIN: 02943155)
Mr. Rajinder Pal Singh, is the Chairman and a nonindependent director and of the Investment Manager. He holds a master's degree of arts in mathematics from Department of Mathematics, Panjab University, Chandigarh. He is a former IAS officer and has several years of experience in the areas of administration, finance, and infrastructure and industrial development. He was appointed to Punjab and Sind Bank as its chairman and as the secretary to the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India. He was also appointed as the Chairman of National Highways Authority of India from June 2012 till June 2015.
b) Mr. Jitender Kumar Chauhan (DIN: 01552767)
Mr. Jitender Kumar Chauhan is a non-independent director and chief executive officer of the Investment Manager. He holds a bachelor's degree in civil engineering from Amravati University. He has also obtained a certificate in construction quality management from the National Institute of Construction Management and Research. He has several years of experience in the infrastructure sector. He has been associated with the IRB Group since 2009. He is also a nominee director on the board of Indian Highways Management Company Limited and director on the board of Bharat InvITs Association.
c) Mr. Sunil Tandon (DIN: 00874257)
Mr. Sunil Tandon, is an independent director of the Investment Manager. He holds a master's degree in business administration from the University of Strathclyde. He is a former IAS officer with several years of experience in the administration and finance sector. He was previously associated with the Gujarat Pipavav Port Limited as a managing director. He also served as private secretary to the Minister of State for Finance (Banking and Insurance) and a deputy secretary in the Department of Economic Affairs Ministry of Finance.
d) Mr. Rushabh Gandhi (DIN: 08089312)
Mr. Rushabh Rakesh Gandhi, is a non-independent director of the Investment Manager. He is a qualified chartered accountant and a member of the Institute of Chartered Accountants of India. He holds a bachelor's degree in law from the University of Mumbai. He has several years of experience in the financial advisory and infrastructure sector. He has been associated with IRB Group for more than a decade and was the chief financial officer of IRB Infrastructure Developers Limited.
e) Mr. Nikesh Jain (DIN: 06837475)
Mr. Nikesh Moolchand Jain is an independent director of the Investment Manager. He is a fellow member of the Institute of Chartered Accountants of India. He is a partner at M/s. JMR & Associates LLP. He has several years of experience in the financial advisory sector. He was previously associated with Suresh Surana and Associates, PricewaterhouseCoopers LLP in the audit team and RSM Astute Consulting Private Limited as a senior consultant in the taxation team.
f) Ms. Anusha Date (DIN: 10087897)
Ms. Anusha Chaitanya Date, is an independent director of the Investment Manager. She holds a bachelor's degree in commerce from the University of Mumbai. She has several years of experience in the financial advisory sector. She is a qualified chartered accountant and a member of the Institute of Chartered Accountants of India. She is a partner at ABD and Co. LLP, since 2016.
Board Meetings
During the year ended March 31,2026, 14 meetings were held on the following dates of the Board of Directors of Investment Manager of the Trust on May 08, 2025, May 30, 2025, June 27, 2025, July 21, 2025, July 24, 2025, August 21, 2025, September 25, 2025, October 08, 2025 (two meetings), November 13, 2025, November 20, 2025, December 01, 2025, December 22, 2025, and February 11, 2026.
Further, circular resolutions were passed by the Board of Directors on May 24, 2025, September 29, 2025, October 29, 2025, November 05, 2025, November 28, 2025, January 19, 2026 and January 29, 2026.
Details regarding the attendance of the Directors at the Board Meetings held during the period ended March 31, 2026, are provided in the following table:
Director
Brief Profiles of the Investment Manager's Key Managerial Personnel:
a) Mr. Jitender Kumar Chauhan
For details in relation to Mr. Jitender Kumar Chauhan, see "Brief Profiles of the Investment Manager's Directors".
b) Mr. Rushabh Gandhi
For details in relation to Mr. Rushabh Gandhi, see "Brief Profiles of the Investment Manager's Directors".
c) Ms. Swapna Arya
Ms. Swapna Arya is a qualified Company Secretary and member of the Institute of Company Secretaries of India (ICSI) and holds bachelor's degrees in both Commerce and Law. She has been associated with the Sponsor Group since May 2015. She has more than 14 years of experience in Corporate Affairs having strong focus on Company Law and Securities Law compliance. Prior to joining the Sponsor Group, she was associated with M/s. Makarand M. Joshi & Co., Practising Company Secretaries, and SKP Crossborder Consulting Private Limited, where she was actively involved in handling corporate compliance and regulatory matters.
Details of changes during the year pertaining to director of Investment Manager:
There was no change of Director of Investment Manager during the year.
Details of the Holding by the Investment Manager and its Directors in the Trust
As on March 31, 2026, as per the disclosures received from the Directors of Investment Manager, none of the Director(s) holds Units of the Trust.
Summary of the Standalone Financial Statements of the Investment Manager
The Investment Manager has no subsidiaries. There is no material erosion in the net worth of the Investment Manager as compared to the net worth as per the last audited financial statements. For a summary of the financial statements of the Investment Manager, as derived from the standalone financial statements of the Investme nt Manager, prepared in accordance with Ind AS and the Companies Act , 2013 as of and for the financial year ended March 31, 2026, please refer website of Investment Manager i.e. https://www.irbfl.co.in/ audited-financial-statements/.
Codes/Policies
In line with the requirements of the SEBI InvIT Regulations read with the SEBI Listing Regulations and adhere to good governance practices for IRB InvIT Fund, the Investment Manager has adopted the following policies and codes in relation to IRB InvIT Fund. These policies form the foundation of the overall compliance framework. Key governance mechanisms, including the Whistleblower policy, Vigil Mechanism, Code of Conduct, and policies governing related party transactions, ensure that high standards of Corporate governance are consistently upheld.
Code of Conduct
The Investment Manager has adopted a Code of Conduct in relation to the Trust and parties to the Trust.
Policy on Appointment & Removal of Directors including Unitholder Nominee Director
The Investment Manager has formulated and adopted the policy on the appointment and removal of Directors which shall act as a guideline for determining qualifications, positive attributes, independence of a Director and matters related thereto.
Policy on Appointment of Auditor and Valuer of the Trust
The Investment Manager of IRB InvIT Fund has formulated and adopted the policy to regulate appointment, reappointment, removal of the auditors and the valuer for IRB InvIT Fund which inter alia covers the clauses w.r.t. appointment and role of auditors, removal of auditor, appointment, rights and responsibilities of the valuer, removal of valuer and matters related thereto.
Policy on filing of claims by unitholders for unclaimed amounts
The Investment Manager has adopted the policy on filing of claims by unitholders for unclaimed amounts which inter alia specifies the procedure (including documentation) to be followed by unitholders for claiming their unc laimed amounts and same is available on website of the Trust at Policy on filing of claims by unitholders for unclaimed amounts
Further, the details pertaining to unclaimed distributions, details of amount transferred to unclaimed distribution account, transfer any unclaimed amount due to them and lying in the Unpaid Distribution Account to Investor Pr otection and Education Fund (IPEF) etc. is available on website of the Trust at Unpaid/Unclaimed Distribution - IRB InvIT Fund
Distribution Policy
The Investment Manager has adopted the Distribution Policy to ensure proper, accurate and timely distribution for IRB InvIT Fund. The Distributable Income of IRB InvIT Fund is calculated in accordance with the Distribution Policy, the InvIT Regulations and any circular, notification or guidance issued thereunder.
Further, the Investment Manager has approved and adopted the amendments to the Distribution policy of IRB InvIT Fund by adopting revised framework for computation of Net Distributable Cash Flow (NDCF) in terms of Regulation 18(6) of SEBI (Infrastructure Investment Trusts) Regulations, 2014 read with SEBI circular no. SEBI/HO/DDHS/DDHS-PoD/P/ CIR/2025/63 dated May 7, 2025.
Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI Policy)
The Investment Manager has adopted the UPSI Policy (as a part of PIT) to ensure that IRB InvIT Fund complies with applicable law, including the SEBI InvIT Regulations or such other laws, regulations, rules or guidelines prohibiting insider trading and governing disclosure of material, unpublished price sensitive information.
Further, pursuant to the amendments to the SEBI (Prohibition of Insider Trading) Regulations, vide notifications dated June 25, 2024, December 4, 2024, March 11, 2025, and May 8, 2025 the Investment Manager has approved and adopted the said amendments. Accordingly, necessary changes have been incorporated into the Code of Conduct for Regulating, Monitoring, and Reporting of Trading by Designated Persons and their Immediate Relatives.
Succession Policy
The Investment Manager has adopted a succession policy to ensure that IRB InvIT Fund has the plans in place for orderly succession for appointment to the board of directors and senior management.
Risk Management Policy
The Investment Manager has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through risk registers and mitigating actions on a continuing basis.
Vigil Mechanism/Whistle Blower Policy
The Investment Manager has adopted vigil mechanism for directors and employees to report genuine concerns. Therefore, to provide adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee in appropriate or exceptional cases such policy was framed.
Code of Conduct for Board of Directors and senior management
The Investment Manager has adopted Code of Conduct for Board of Directors and senior management for all members of board of directors and senior management of the Trust/ Investment Manager.
Representatives on the Board of Directors of each Project SPVs
The Investment Manager, in consultation with the Trustee, has appointed the majority of the Board of Directors of Project SPVs. Further, the Investment Manager ensures that in every meeting, including annual general meeting of Project SPVs, the voting of the Trust is exercised.
Anti Money Laundering Policy
To safeguard the Investment Manager and the Trust from legal and regulatory risks, maintain financial Integrity, and promote a transparent business environment Anti Money Laundering (AML) policy has been adopted. The policy will apply to Trust, its SPVs, and the Investment Manager (Collectively the Trust Entities). The policy aims to enhance awareness of AML requirements, define roles and responsibilities under the applicable framework, and ensure that the Trust Entities' operations align with regulatory standards and industry best practices.
Borrowing Policy
The Investment Manager shall ensure that all funds borrowed in relation to the Trust are in compliance with the SEBI InvIT Regulations. Accordingly, the Investment Manager has formulated Borrowing Policy to outline the process for borrowing monies in relation to the Trust.
Cyber Security Policy and Data Protection Policy
To establish a robust framework for safeguarding the electronic data and systems of the Trusts and its entities Cyber Security and Data Protection Policy was formulated.
Investment Policy
To enable the Investment Manager to discharge its investment decision making responsibilities on behalf of InvIT Investment Policy has been adopted. The policy outlines the investment objectives, principal business strategies, and measures to strengthen implementation, ensuring regulatory compliance and safeguarding the long- term interests of unitholders.
Investor Grievance Redressal Policy
To ensure timely and efficient investor services and structured, transparent resolution of grievances. The policy aims to strengthen the grievance framework, promote investor friendly practices, ensure regulatory compliance, and uphold principles of transparency, fairness, accountability, and investor protection.
Further, the Trust has adopted the Investor Charter in order to participate in growth of Indian Infrastructure sector through InvIT and provide investors with transparent, efficient, and reliable investment opportunities in infrastructure assets by ensuring fair and robust regulatory mechanisms and enhance confidence among investors by protecting and promoting the interests of unitholders same can be accessed from the website of the Trust at https://www.irbinvit.co.in/wp- content/uploads/2025/06/Investor-Charter.pdf .
Policy on Preservation of Documents and Arch ival policy
The Policy aims to ensure authenticity, reliability, accessibility, and proper maintenance of records by establishing a framework for the identification, classification, storage, security, retrieval, tracking, and appropriate disposal or permanent preservation of documents.
POSH Policy
The Policy seeks to prevent, prohibit, and provide a mechanism for the redressal of complaints related to sexual harassment of women at the workplace, thereby ensuring a safe, dignified, and inclusive work environment.
RPT policy
The objective of the Policy is to establish a clear and robust governance framework for the identification, approval, monitoring, and disclosure of Related Party Transactions. The Policy is designed to ensure that such transactions are conducted in a transparent, fair, and compliant manner, thereby safeguarding the interests of unitholders.
Committees
The Investment Manager has various committees to ensure independent board representation in line with SEBI InvIT Regulations. Investment Manager's Board of Directors has constituted various Committees viz:
i) Audit Committee;
ii) Nomination and Remuneration Committee;
iii) Corporate Social Responsibility Committee;
iv) Risk Management Committee; and
v) Stakeholders Relationship Committee.
The Investment Manager's Board of Directors has also constituted one operating/special purpose committee viz Committee of Directors on May 30, 2025.
The Chairman of the Board, in consultation with the Company Secretary and the respective Chairman of these Committees, determines the frequency of the meetings of aforesaid Committees. The recommendations of the Committees are submitted to the Board for approval.
i) Audit Committee
The Audit Committee comprises of Board of Directors of the Investment Manager. The Chairman of the Audit Committee is an independent director. All members and Chairman of the Audit Committee are financially literate and have accounting and related financial management expertise.
The Composition of Audit Committee as on March 31, 2026, consists of the following members viz.:
Name of Member
Member/ Chairman
A
The Company Secretary acts as the Secretary of the Audit Committee.
The composition, role, terms of reference as well as powers of the Audit Committee are in accordance with the Companies Act, 2013 and InvIT Regulations, as applicable and amended from time to time.
During the year ended March 31, 2026 the Audit Committee met 10 times viz. May 08, 2025, May 30, 2025, June 27, 2025, July 21,2025, July 24, 2025, August 21, 2025, October 08, 2025, November 13, 2025, December 01, 2025, and February 11, 2026.
The following table presents the details of attendance at the Audit Committee meetings held during the period ended March 31, 2026:
Name of the Member
No. of meetings attended
ii) Nomination & Remuneration Committee
The Nomination and Remuneration Committee comprises of Board of Directors of the Investment Manager. The Composition of Nomination & Remuneration Committee as on March 31, 2026 consists of the following members viz.:
During the year ended March 31, 2026 the Nomination and Remuneration Committee met 2 times viz on August 21, 2025 and February 11, 2026.
The following table presents the details of attendance at the Nomination and Remuneration Committee meetings for the period ended March 31, 2026:
iii) Corporate Social Responsibility (CSR) Committee
The Corporate Social Responsibility Committee comprises of the board of directors of the Investment Manager.
The Composition of Corporate Social Responsibility Committee as on March 31, 2026 consists of the following members viz.:
During the period under review, no meeting of Corporate Social Responsibility Committee was held.
iv) Risk Management Committee (RMC)
The Risk Management Committee comprises of the board of directors of the Investment Manager.
The Composition of Risk Management Committee as on March 31, 2026 consists of the following members viz.:
Sr. No. Name of the Member
The Risk Management Committee met twice for the period ended March 31, 2026 on September 19, 2025 and March 13, 2026.
The following table presents the details of attendance at the Risk Management Committee meeting for the period ended March 31, 2026:
v) Stakeholders Relationship Committee (SRC)
The Stakeholders Relationship Committee comprises of board of directors of the Investment Manager.
The Composition of Stakeholders Relationship Committee as on March 31, 2026 consists of the following members viz.:
The Stakeholders Relationship Committee met once for the period ended March 31, 2026 on August 21, 2025.
The following table presents the details of attendance at the Stakeholders Relationship Committee meeting for the period ended March 31, 2026:
Note: Other than the above, the Board has also constituted operational and transaction-based committee viz Committee of Board of Directors, which operates under the direct supervision of the Board of Investment Manager, in accordance with assigned scope of work and their terms of reference.
Functions, Duties and Responsibilities of the Investment Manager
The functions, duties and responsibilities of the Investment Manager are in accordance with the Investment Management Agreement and the InvIT Regulations which inter alia includes, but is not restricted to the following:
a) to manage the day-to-day business and affairs of the Trust and provide administrative services in accordance with the provisions of Investment Management Agreement;
b) to make all investment decisions, concerning the investigation, selection, development, negotiation, structuring, restructuring, commitment or monitoring the investment decisions with respect to the Trust Assets, including any further investment or divestment of the assets and the appointment of the various advisors and service providers in connection with such investments, in accordance with the Trust's investment strategy and applicable laws;
c) to be responsible for the management of the Trust Fund along with the Trustee in accordance with the provisions of Investment Management Agreement, the Trust Documents and applicable laws;
d) to ensure that the Trust Assets have proper legal titles, if applicable, and that all the material contracts entered into on behalf of the Trust or the Project SPV are legal, valid, binding and enforceable by and on behalf of the Trust or the Project SPV;
The Board of the Investment Manager comprises of majority of the Independent Directors having extensive experience in Infrastructure Sector and Project financing. The business operations of the Investment Manager are managed by a team of professionals with experience in the road infrastructure sector.
Sponsor and the Project Manager
IRB Infrastructure Developers Limited acts as the Sponsor and Project Manager of the Trust. The Sponsor is one of the largest infrastructure development and construction Companies in India. The Sponsor has been listed on the Indian Stock Exchanges since 2008.
As of March 31,2026; the Sponsor's portfolio comprises of 28 projects including 18 Build- Operate-Transfer (BOT), 6 Toll- Operate-Transfer (TOT) and 4 Hybrid Annuity Model (HAM) projects. The Sponsor holds 17,346 lane kms of highways on a BOT/TOT/HAM basis, of which it owns and operates 12,901* lane kms and manages 4,445 lane kms under InvIT Assets as a project manager. Currently, the Company has 545 Lane kms under Tolling & Construction and 235 lane kms under Development and Construction, including improvement of national highways and sections of the GQ Highway Network.
*Includes lane kms of projects under IRB Infrastructure Trust There was no change in the Sponsor of the Trust during the period under review.
For more details about the Sponsor, please refer to the website of the Sponsor at www.irb.co .in
Functions, Duties and Responsibilities of the Project Manager
The Project Manager has agreed to provide professional services to carry out operations and management of the Project SPVs, including making arrangements for the appropriate maintenance, either directly or through the appointment of appropriate agents, in accordance with the terms and conditions of the relevant concession agreement, project implementation agreement and the InvIT Regulations.
DIRECTORS OF THE SPONSOR:
The Board of Directors of the Sponsor are as follows:
Name
DIN:
Details of change in the Board of Directors of the Sponsor/Project Manager:
During the period under review, there were no changes in Board of Directors of the Sponsor.
Trustee
The Sponsor has settled the Trust pursuant to the Indenture of Trust dated October 16, 2015, as amended on February 17, 2017, and March 7, 2024, and appointed IDBI Trusteeship Services Limited (the "Trustee") in accordance with the provisions of the InvIT Regulations.
The Trustee is registered with SEBI as a debenture trustee under the Debenture Trustees Regulations, having SEBI registration number IND000000460. The Trustee's SEBI registration certificate is valid unless it is suspended or cancelled by the SEBI.
Background of the Trustee
The Trustee is a trusteeship company registered with SEBI as a debenture trustee, and is jointly promoted by IDBI Bank Limited, Life Insurance Corporation of India and General Insurance Corporation of India 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;
xi) CP Trustee;
xii) Escrow agent;
xiii) Venture Capital Fund (VCF) trustees/ Alternative Investment Fund (AIF) Trustees;
xiv) Safe keeping/lockers services;
xv) Management of private trusts/execution of wills; Management of ESOP and Employee welfare Trustee;
xvi) Special corporate services (e.g. provision of nominee directors);
xvii) Trusteeship Services for Special Purpose Vehicles with POA etc.
The Trustee has experience in providing trusteeship services to a range of corporates and institutions. The Trustee is not an Associate of the Sponsor or the Investment Manager. Further, Trustee (i) is not debarred from accessing the securities market by the SEBI; (ii) is not a promoter, director or person in control of any other company or a sponsor, investment manager or trustee of any other infrastructure investment trust which is debarred from accessing the capital market under any order or directions made by the SEBI; or (iii) is not in the list of the willful defaulters published by the RBI.
To the best of the knowledge of the Trustee, none of the promoters or directors of the Trustee (i) is debarred from accessing the securities market by SEBI; (ii) is a promoter, director or person in control of any other company or a sponsor, investment manager or trustee of an infrastructure investment trust which is debarred from accessing the capital market under any order or direction made by SEBI; or (iii) is in the list of willful defaulters published by the RBI.
There is no change in the Trustee of the Trust during the period under review.
The Board of Directors of the Trustee as on March 31, 2026 is as follows:
*Mr. Kumar Neel Lohit was appointed as an additional director w.e.f. October 15, 2025.
#Ms. Baljinder Kaur Mandal ceased to be director w.e.f. September 30, 2025.
Mr. Nikhil Jain has been appointed as Managing Director and CEO with effect from June 5, 2026.
Valuer
During the period under review, M/s. KPMG Valuation Services LLP ("Registered Valuer") (IBBI Registration No. IBBI/RV-E/06/2020/115) was appointed as the valuer of the Trust for providing valuation services.
As per confirmation received from the Valuer, the detail of the Valuer is as follows:
M/s. KPMG Valuation Services LLP Registered Valuer
IBBI Registration Number - IBBI/RV-E/06/2020/115
2nd Floor, Block T2 (B Wing), Lodha Excelus,
Apollo Mills Compound, N.M. Joshi Marg,
Mahalaxmi, Mumbai - 400 011
The Valuer is not an Associate of the Sponsor, the Investment Manager or the Trustee, and has not less than five years of experience in the valuation of infrastructure assets.
Details of 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, there were no changes in clauses of Trust Deed, Investment Management Agreement or any other agreement entered into pertaining to activities of the Trust.
Any regulatory changes that has impacted or may impact cash flows of the underlying projects
During the period, there were no material regulatory changes that have impacted or may impact cash flows of the underlying projects.
Change in material contracts or any new risk in performance of any contract pertaining to the InvIT
During the period, there were no changes in material contracts or any new risk in performance of any contract pertaining to the Trust.
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 litigations as "Annexure B" which form part of this annual 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.
Disclosure in respect of SPVs post Conclusion of Concession Agreements
In compliance with SEBI Circular No. SEBI/HO/DDHS/DDHS- PoD-2/I/11698/2026 dated May 15, 2026 Regulation 2(1)(zy) (ii) of SEBI (InvIT) Regulations, 2014, as amended on April 17, 2026 ("SEBI Circular")
Part I - InvIT Level Disclosure [Clause 2.3.1 of SEBI Circular]
Detailed breakup of value of investments (gross and net) in SPVs where concession agreements have concluded:
Name of SPV
Gross Value = book value pre-impairment in the books of Trust;
Net Carrying Value = value as per audited financials of the SPVs
Part II - SPV Level Disclosures [Clause 2.3.2 of SEBI Circular]
A. IDAA Infrastructure Limited (‘IDAA')
1. Project Details & Handover Status [Clause 2.3.2.1 of SEBI Circular]
IDAA was engaged in the development, operation & maintenance of infrastructure facility involving construction of road at Surat-Bharuch on NH-8, along with toll collection, on a self-finance BOT basis. The Concession Agreement was entered into on 7th July 2006. The concession period concluded on 31st March 2022 upon expiry of the contracted term, following which the project was handed over to the NHAI, Concessioning Authority. The vesting certificate has been duly obtained from the Concessioning authority.
2. Assets & Liabilities [Clause 2.3.2.2 of SEBI Circular]
As per latest annual audited financial statements of IDAA:
Total Assets (A)
Total Liabilities (B)
Net Assets/(Net Liabilities) (A-B)
3. Contingent Liabilities [Clause 2.3.2.3 of SEBI Circular]
Tax litigations pertaining to IDAA Infrastructure Limited are disclosed in detail under the Litigation chapter of this Annual Report. Based on management assessment and legal advice, the probability of outflow is considered remote; accordingly, no contingent liability has been recognised or disclosed in the financial statements of the SPV in respect of these matters.
4. Debt Repayment [Clause 2.3.2.4 of SEBI Circular]
IDAA has no outstanding debt as at 31st March 2026. Accordingly, there is no repayment obligation or default.
5. Sufficiency of Assets [Clause 2.3.2.5 of SEBI Circular]
The assets of IDAA are sufficient to meet its liabilities, including contingent liabilities. The net assets of J 1,750.74 million as at 31st March 2026 comfortably exceed total liabilities of J 5.76 million.
6. Exit Strategy & Timeline [Clause 2.3.2.6 of SEBI Circular]
In accordance with Clause 2.1 of the SEBI Circular, the Investment Manager is committed to exit from its investment in the SPV through permissible means within one year from the conclusion of all pending litigations, assessments and related proceedings, which constitute the relevant trigger for computation of the timeline.
As of the reporting date, certain litigations/assessments in respect of IDAA are ongoing. The Investment Manager in ordinary course accesses viable exit options, including, inter alia, sale, liquidation, merger or any other permissible mode and has initiated preliminary internal assessments in this regard.
The exit strategy will be finalised upon clarity on the outcome of the ongoing matters, and appropriate steps will be undertaken in a timely manner to ensure compliance with regulatory timelines. The expected completion timeline for the exit will be determined accordingly.
Further, any time required for obtaining statutory or regulatory approvals in relation to the proposed exit shall be excluded from the prescribed timeline, in accordance with Clause 2.2 of the SEBI Circular.
7. Other Material Details [Clause 2.3.2.7 of SEBI Circular]
For pending claims/ tax litigations, kindly refer Litigation section forming part of the Annual report.
B. IRB Surat Dahisar Tollway Limited (‘ISDTL')
ISDTL was engaged in six-laning of the Surat-Dahisar section of NH-8 from KM 263/00 to KM 502/00 in the States of Gujarat and Maharashtra, along with toll collection and operation & maintenance, on a Design, Finance, Build, Operate and Transfer (DFBOT) basis. The Concession Agreement was entered into on 30th April 2008. The concession period concluded in May 2022 upon expiry of the contracted term, following which the project was handed over to the Concessioning Authority. The handover certificate has been duly obtained from the concessioning authority.
As per latest annual audited financial statements of the ISDTL:
Remarks
Civil litigations pertaining to IRB Surat Dahisar Tollway Limited are disclosed in detail under the Litigation chapter of this Annual Report. Based on management assessment and legal advice, the probability of outflow is considered remote; accordingly, no contingent liability has been recognised or disclosed in the financial statements of the SPV in respect of these matters.
ISDTL has no outstanding debt as at 31st March 2026. Accordingly, there is no repayment obligation or default.
The assets of ISDTL are sufficient to meet its liabilities. The net assets of Rs.5,225.18 million as at 31st March 2026 comfortably exceed total liabilities of Rs.10.33 million.
In accordance with Clause 2.1 of the SEBI Circular, the Investment Manager is committed to exit from its investment in the SPV through permissible means within one year from the conclusion of all pending litigations, assessments and related proceedings which constitute the relevant trigger for computation of the timeline.
As of the reporting date, certain litigations/assessments in respect of ISDTL ongoing. The Investment Manager in ordinary course accesses viable exit options, including, inter alia, sale, liquidation, merger or any other permissible mode and has initiated preliminary internal assessments in this regard.
For pending civil/tax litigations, kindly refer Litigation section forming part of the Annual report.
The Investment Manager will keep unitholders informed of material developments through periodic disclosures.
Any other material change/update during the year
There were no material changes or updates during the year under review, except as specifically disclosed or notified to the Stock Exchange from time to time.
The synopsis of such material and price-sensitive information is provided under the section titled "Brief Details of Material and Price Sensitive Information," which forms an integral part of this report.
Any information or report pertaining to the specific sector or sub-sector that may be relevant for an investor to invest in units of the InvIT
Please refer to the Management Discussion and Analysis Report which forms an integral part of this report.
Brief Details of Material and Price Sensitive Information
The Units of the Trust are listed on BSE Limited and the National Stock Exchange of India Limited. Being Listed Trust, the Investment Manager on behalf of the Trust keeps its unitholders and the Stock Exchanges informed about material and price sensitive information, from time to time in accordance with the applicable regulations. The synopsis of material and price sensitive information is as below:
• Disclosure on Monthly toll revenue of Project SPVs of the Trust:
The Trust, on a monthly basis, discloses information to the stock exchanges, which inter alia includes the monthly toll revenue of the Project SPVs of the Trust.
• Disclosure on quarterly distribution made by the Trust:
The Trust declares distributions on a quarterly basis, in line with its stated intent to make regular distributions and in accordance with the Distribution Policy of the Trust. Such distributions may be made in any or all of the following forms:
1) Interest
2) Return of Capital
3) Exempt Dividend
The web-links to the disclosures pertaining to the distributions made by the Trust are uploaded on the stock exchanges, are provided below:
• Disclosure on appointments and cessation of Directors and Key Managerial Personnel:
During the period under review, the Board of Directors of the Investment Manager, at its meeting held on February11,2026, approved the re-appointment of Mr. Rushabh Gandhi as Executive Director for a further term of three years, effective March 31, 2026.
• Update on Refinance Activity - IRB InvIT Fund
In continuation with the earlier disclosure dated June 13, 2024, IRB InvIT Fund ("the Trust") has drawn down the debt from the sanctioned amount for full repayment of existing external Debt of the SPV i.e. VK1 Expressway Limited.
The web-link to the disclosure in the said regards as uploaded on the stock exchanges, is provided below:
• Credit Ratings Updates:
BSE
• Acquisition of Assets from IRB Infrastructure Trust and IRB Infrastructure Developers Limited ("Sponsor of the Trust"):
The web-link to the disclosure in the said regards as uploaded on the stock exchanges, are provided below:
• Arbitral award relating to Kaithal Tollway Limited ("KTL")
Kaithal Tollway Limited received a unanimous arbitral award dated February 27, 2026, in its favour against National Highways Authority of India in relation to claims arising from construction delays attributable to NHAI and Force Majeure events. The Hon'ble Arbitral Tribunal awarded monetary compensation aggregating to Rs.375.20 crore (inclusive of interest up to the award date), along with post-award interest until realisation, and granted an extension of the Concession Period by 582.77 days. Out of the awarded amount, Rs.273.54 crore together with applicable interest and concession period extension of 136.77 days relating to NHAI-attributable construction delays shall be passed on to IRB Infrastructure Developers Ltd, Sponsor & Project Manager of the Trust, in accordance with the applicable transaction documents.
Secretarial Compliance Report
Pursuant to the provisions of regulation 26J of the InvIT Regulations, the Company had appointed M/s. Mihen Halani & Associates, a firm of Company Secretaries in Practice to issue the Secretarial Compliance Report of the Trust for the financial year 2025-26. The Secretarial Compliance Report for financial year 2025-26 is annexed herewith as "Annexure C".
Corporate Governance Report
Pursuant to Regulation 26K(1) of Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, the Compliance Report on Corporate Governance for IRB InvIT Fund which inter alia comprises of format as prescribed under the PART A, PART B & PART C of Clause 20.2 of SEBI Master Circular SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025 for the quarter and year ended March 31, 2026 is annexed herewith as "Annexure D".
Further the compliance report on governance for the quarter ended June 30, 2025, September 30, 2025, December 31,2025 and March 31, 2026 are available on the website of the InvIT at https://www.irbinvit.co.in/quarterly-compliance-report-on- corporate-governan ce/.
Unit Price Performance of the Trust
Highest and Lowest Unit Prices for Financial year 2025-26:
Yield Details:
FY26
FY25
FY24
FY23
FY22
FY21
FY20
FY19
Monthly highest and lowest unit price
Month
Average daily volume traded
Unitholding pattern for the year ended March 31, 2026
Category Category of Unit Holder
No. of Unit Held
Outstanding Units
No. of units
As a % of total units held
As a % of
No. of total units units held
(A) Sponsor(s)/Investment Manager/Project Manager(s) and their associates/related parties
(1) Indian
Sub- Total (A) (1)
(2) Foreign
Sub- Total (A) (2)
Total unit holding of Sponsor and Investment Manager, Project Manager and their associates/ related parties and Sponsor Group* (A) = (A)(1)+(A)(2)
(B) Public Holding
(1) Institutions
Sub- Total (B) (1)
(2) Non-Institutions
*Includes 1,69,03,000 units aggregating to 1.32% of the total units held by certain individuals, including employees and directors of the Sponsor/Project Manager and the Investment Manager and their respective relatives, in their individual capacities, that have been aggregated for purposes of presentation under this category. The total unitholding of the Sponsor and Sponsor Group is 17.84% units, of which 21,24,00,000 units aggregating to 16.57% of the total units are held by the Sponsor and 1,63,28,000 units aggregating to 1.27% of the total units are held by the Sponsor Group other than the sponsor.
Distributions
The Investment Manager on behalf of the Trust has made distribution to the Unitholders in the following manner:
For Financial Year
TOTAL
The Distribution was paid to Unitholders within the timelines stipulated under the InvIT Regulations.
Details of utilisation of funds raised through Institutional Placement and Preferential Issue of Units
During the year, the Trust raised funds through Institutional Placement and preferential issue. The net proceeds are being utilised towards part funding of consideration for acquisition of IRB Hapur Moradabad Tollway Limited ("IRBHM"), Kaithal Tollway Limited ("KTL") and Kishangarh Gulabpura Tollway
Limited ("KGTL") from IRB Infrastructure Trust and General Corporate purposes.
Investor Complaints
The status of complaints is reported to the Board and the Trustee on a quarterly basis. During period ended March 31, 2026, the investor complaints received by the Investment Manager were largely operational in nature, which were responded in time to the unitholders. Details of unitholders' complaints on quarterly basis are also submitted to stock exchanges.
Status report on number of Investor's complaints/requests received and replied by the Trust for the financial year 2025-26:
INVESTOR GRIEVANCE TABLE FOR THE FINANCIAL YEAR 01.04.2025 TO 31.03.2026
SEBI Complaints Redress System (SCORES)
The investor complaints are processed in a centralized web- based complaints redress system.
The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.
Your 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.
Green Initiative
Investment Manager is concerned about the environment and utilizes natural resources in a sustainable way. InvIT Regulations allows the Trust to send official documents to their Unitholders electronically.
In terms of the InvIT Regulations, Investment Manager propose to send documents like the Notice convening the general meetings, Financial Statements, Auditor's Report and other documents to the email address provided by you with the relevant depositories.
We request you to update your email address with your depository participant to ensure that the Annual Report and other documents reach you on your preferred email.
Details of Issue and Buyback of Units during the year, if any.
During the year, the Trust has issued additional Units via different modes the details of which is as stated below:
a) Institutional Placement on October 15, 2025- Units allotted: 54,14,05,000 units at the Issue Price of Rs. 60 per Unit; and
b) Preferential allotment on November 3,2025- Units alloted: 15,96,95,000 units at the issue Price of Rs. 62.95 per Unit.
Further, during the year, the Trust has not bought back any Units.
Material Litigations and Regulatory Actions
Brief details of material litigations and regulatory actions, which are pending, against the Trust, sponsor(s), Investment
Manager, Project Manager(s), or any of their associates, sponsor group (s) and the Trustee if any, as at the end of the period are provided as "Annexure B".
Risk Factors
(In this section "We", "Our", "InvIT" means "the Trust and/ or Project SPVs owned by the Trust")
Risks Related to our Organization and the Structure of the Trust
1. The debt financing provided by the Trust to each of the Project SPVs comprises of certain unsecured, interest- free and interest-bearing loans as well as loans that is secured by a subordinate charge on (i) the cash flows deposited in the escrow account and (ii) the escrow account of such Project SPV. The payment obligations of the respective Project SPVs in relation to such debt financing will be subordinated to all existing and future obligations of the Project SPVs towards any secured senior lenders.
2. Any payment by the Project SPVs, including in an event of termination of the relevant concession agreement, is subject to a mandatory escrow arrangement which restricts their flexibility to utilize the available funds.
3. We must maintain certain investment ratios, which may present additional risks to us.
4. Traffic Consultant reports may not have fully factored the impact on account of newly proposed and upcoming highways, acting as competing facilities and consequently their negative impact on our project stretches might not have been correctly estimated.
5. The Valuation Report, and any underlying reports, are not opinions on the commercial merits of the Trust or the Project SPVs, nor are they opinions, expressed or implied, as to the future trading price of the Units or the financial condition of the Trust upon listing, and the valuation contained therein may not be indicative of the true value of the Project SPVs' assets.
6. Certain of the Project SPVs have experienced losses in prior years and any losses in the future could adversely affect our business, financial condition and results of operations, our ability to make distributions to the Unitholders and the trading price of our Units.
7. We may not be able to make distributions to Unitholders or the level of distributions may fall.
Risks Related to Our Business and Industry
1. Our failure to extend applicable concession agreements or our inability to identify and acquire new road assets that generate comparable or higher revenue, profits or cash flows than the Project SPVs may have a material adverse impact on our business, financial condition and results of operations and our ability to make distributions.
2. The Project SPVs' toll-road concessions may be terminated prematurely under certain circumstances.
3. A decline in traffic volumes would materially and adversely affect our business prospects, financial condition and results of operations and our ability to make distributions to Unitholders.
4. IRB Tumkur Chitradurga Tollway Limited (IRBTC), M.V.R. Infrastructure and Tollways Limited (MVR), Kishangarh Gulabpura Tollway Limited (KGTL) and IRB Hapur Moradabad Tollway Limited (IHMTL) are required to pay annual premiums/negative grants in consideration for being granted the right to build and operate their respective projects. Failure to make such payments could result in the termination of the relevant concession agreement by the NHAI.
5. Changes in the policies adopted by governmental entities or in the relationships of any member of the Trust Group with the Government or State Governments could materially and adversely affect our business, financial performance and results of operations.
6. Certain provisions of the standard form of concession agreement may be non-negotiable or untested, and the concession agreements may contain certain restrictive terms and conditions which may be subject to varying interpretations.
7. We may be subject to increases in costs, including operation and maintenance costs, which we cannot recover by increasing toll fees under the concession agreements.
8. Certain actions of the Project SPVs require the prior approval of the NHAI, and no assurance can be given that the NHAI will approve such actions in a timely manner or at all.
9. Leakage of the toll fees on the Project SPVs' roads may materially and adversely affect our revenues and financial condition.
10. We will depend on certain directors, executive officers and key employees of the Investment Manager, the Project Manager and the Project SPVs, and such entities may be unable to retain such personnel or to replace them with similarly qualified personnel, which could have a material, adverse effect on the business, financial condition, results of operations and prospects of the Trust Group.
11. There can be no assurance that we will be able to successfully undertake future acquisitions of road assets or efficiently manage the infrastructure road assets we have acquired or may acquire in the future.
12. The Project SPVs' concessions are illiquid in nature, which may make it difficult for us to realise, sell or dispose of our shareholdings in the Project SPVs.
13. The Project SPVs may be required to undertake certain development of the Road Assets owned by the Trust, which may present additional risks to us.
14. The Project SPVs may not be able to comply with their maintenance obligations under the concession agreements, which may result in the termination of the concession agreements, the suspension of the Project SPVs' rights to collect tolls or the requirement that the Project SPVs pay compensation or damages to the NHAI.
15. Our insurance policies may not provide adequate protection against various risks associated with our operations.
16. The Project SPVs, the Sponsor, the Investment Manager, the Project Manager and the Trustee are involved in certain legal and other proceedings, which may not be decided in their favour.
17. We do not own the "IRB" trademark and logo. Our license to use the "IRB" trademark and logo may be terminated under certain circumstances and our ability to use the trademark and logo may be impaired.
18. We will depend on various third parties to undertake certain activities in relation to the operation and maintenance of the Initial Road Assets. Any delay, default or unsatisfactory performance by these third parties could materially and adversely affect our ability to effectively operate or maintain the Initial Road Assets.
19. The Project SPVs may be held liable for the payment of wages to the contract labourers engaged indirectly in our operations.
20. Our contingent liabilities could adversely affect our results of operations, cash flows and financial condition.
21. Our actual results may be materially different from the expectations expressed or implied in the Revenue, Profit and Cash Flow Projections and the assumptions in the Final Offer Document are inherently uncertain and are subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those projected.
22. Our business will be subject to seasonal fluctuations that may affect our cash flows.
23. The Initial Road Assets are concentrated in the infrastructure sector and toll-road industry in India, and our business could be adversely affected by an economic downturn in that sector or industry.
24. Political and other agitations against the collection of tolls may affect our ability to collect tolls over prolonged periods, which could have a material, adverse effect on our business, results of operation and financial condition.
25. The cost of implementing new technologies for collection of tolls and monitoring our projects could materially and adversely affect our business, financial condition and results of operations.
26. We may be unable to renew or maintain the statutory and regulatory permits and approvals required to operate the Initial Road Assets.
27. Compliance with, and changes in, safety, health and environmental laws and regulations in India may materially and adversely affect our business.
28. The Project SPVs' financing agreements entail interest at variable rates, and any increases in interest rates may adversely affect our results of operations, financial condition and cash flows.
29. The Project SPVs are subject to restrictive covenants under their financing agreements that could limit our flexibility in managing our business or to use cash or other assets.
30. We have obtained a credit rating of IND AAA for the senior debt of the Trust from India Ratings and Research and CARE AAA from CARE Ratings. Any downgrade of our credit rating may restrict our access to capital and materially and adversely affect our business, financial condition and results of operations.
31. We will enter into related-party transactions. There can be no assurance that we could not have achieved more favourable terms if such transactions had been entered into with third parties.
32. In HAM concession agreement, our income from operation and maintenance is linked with the movements of inflation indices in a relevant period and income from interest on the balance completion cost is linked with RBI Bank Rate. However, there are no specific provisions in our concession agreements protecting us against increases in interest rates or cost of raw materials except to the limited extent of rates linked to inflation and the RBI Bank Rate.
Risks Related to the Trust's Relationships with the Sponsor and the Investment Manager
33. The Sponsor, whose interests may be different from the other Unitholders, will be able to exercise significant influence over certain activities of the Trust.
34. The Right of First Offer (ROFO)/ Right of First Refusal (ROFR) Deed and the Future Assets Agreement will terminate in certain circumstances and shall be subject to the terms of the concession agreement and applicable law.
35. The Sponsor is a listed company and operates other road assets, and anything that impacts the business, results of operations and trading price of the Sponsor's equity shares may have a material, adverse effect on the Trust and the trading price of the Units.
36. The Investment Manager may not be able to implement its investment or corporate strategies and the fees payable to the Project Manager are dependent on various factors.
37. Parties to the Trust are required to maintain the eligibility conditions specified under Regulation 4 of the InvIT Regulations on an ongoing basis. The Trust may not be able to ensure such ongoing compliance by the Sponsor, the Investment Manager, the Project Manager and the Trustee, which could result in the cancellation of the registration of the Trust.
38. The Investment Manager is required to comply with certain ongoing reporting and management obligations in relation to the Trust. There can be no assurance that the Investment Manager will be able to comply with such requirements.
Risks Related to Tax
39. Changes in legislation or the rules relating to tax regimes could materially and adversely affect our business, prospects and results of operations.
40. Some of our road assets enjoy certain benefits under Section 80-IA of the Income Tax Act and any change in these tax benefits applicable to us may materially and adversely affect our results of operations.
41. Tax laws are subject to changes and differing interpretations, which may materially and adversely affect our operations.
42. The Government of India has implemented General Anti Avoidance Rules (‘GAAR') effective from 1 April 2017. Multilateral Instrument (‘MLI') shall have effect from 1 April 2020 on tax treaties entered into by India, subject to satisfaction of the prescribed conditions. Given the recent introduction of these legislations, there can be no assurances as to the manner in which these tax regimes will be implemented/interpreted, which could create uncertainty, and may result in an adverse effect on our business, financial conditions, results of operations and/or prospects and our ability to make distributions to the unitholders.
43. Entities operating in India are subject to a variety of Government and State Government tax regimes and surcharges and changes in legislation or the rules relating to such tax regimes and surcharges could materially and adversely affect our business.
44. Investors may be subject to Indian taxes arising out of capital gains on the sale of Units. The provisions of the Income-tax Act, 1961 (Act) provide that the dividend received from a business trust (REITs/ InvITs qualify as a business trust under the Act) is taxable in the hands of the unitholders where the Special Purpose Vehicle (SPV) in which the business trust holds a controlling interest (and which has declared dividends to the business trust which have been, in turn, declared/ distributed by the business trust to its unitholders) has opted to be governed by the provisions of section 115BAA of the Act.
For IRB Infrastructure Private Limited
(in its capacity as Investment Manager to IRB InvIT Fund)
RushabhGandhi
Director & Chief Financial Officer
Date: June 25, 2026
Contact Persons of the Trust
Mr. Jitender Kumar Chauhan - Whole-time Director & Chief Executive Officer
Mr. Rushabh Gandhi - Executive Director and Chief Financial Officer
Ms. Swapna Arya - Company Secretary & Compliance Officer
Registered Office and Contact Details of the Trust:
IRB InvIT Fund
Registered Office:
IRB Complex, Chandivali Farm,
Chandivali Village, Andheri (E),
Mumbai - 40 0 072,
Maharashtra India
SEBI Registration No: IN/InvIT/15-16/0001
Tel.: 022 6640 4299;
Fax: 022 6640 4274
E-Mail: info@irbinvit.co.in
Website: www.irbinvit.co.in
Registered Office and Contact Details of the Investment Manager:
IRB Infrastructure Privat e Limited
Registered Office: IRB Co mplex,
Chandivali Farm,
Chandivali Village, Andheri (E), Mumbai - 40 0 072,
E-mail: info@irbfl.co.in .
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