IRB Infrastructure Developers Limited — Board/Management Information 2025

May 30, 2025

Date: May 30, 2025

To,

Corporate Relationship Department, Listing Department, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, C-1 Block G, Dalal Street, Mumbai 400 001. Bandra Kurla Complex, Bandra (E), Mumbai 400 051

Dear Sir / Ma’am,

Ref: Scrip Code: 532947, Symbol: IRB

Sub: Outcome of the Board Meeting held on May 30, 2025

Please note that the Board of Directors of the Company at its meeting held today i.e. May 30, 2025, interalia, approved to enter into Project Implementation / Management Agreements (“PIA”) with IRB InvIT Fund to act as the Project Manager, in pursuance of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended ( “SEBI InvIT Regulations” ), in connection with the projects operated by IRB Hapur Moradabad Tollway Limited ( “HMTL” ), Kaithal Tollway Limited ( “KTL” ) and Kishangarh Gulabpura Tollway Limited ( “KGTL” ) (collectively referred as “Project SPVs” ), as the Project SPVs of the IRB InvIT Fund, for approximately Rs. 4,466 crores on fixed price basis (inclusive of applicable taxes) over the balance concession period with weighted average life of 20 years, on the key commercial terms tabled before the Board and on such other terms and conditions as may be agreed among the parties. Such appointment is proposed to become effective upon completion of the transfer of 100% of the equity share capital of each of the Project SPVs from the IRB Infrastructure Trust to the IRB InvIT Fund.

The details of the aforesaid approval for execution of project implementation agreements to act as Project Manager, as required in pursuance of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are annexed herewith as Annexure I .

You are requested to kindly take note of the same.

For IRB Infrastructure Developers Limited

Mehulkuma Digitally signed by Mehulkumar r Natwarlal Natwarlal Patel Patel Date: 2025.05.30 19:49:10 +05'30' Mehul Patel Company Secretary

Encl. as above

		Annexure 1 Details of Project Implementation Program	Annexure 1 Details of Project Implementation Program
	a)	name(s) of parties with whom the agreement is entered;	1. IRB Hapur Moradabad Tollway Limited (“HMTL”), 2. Kaithal Tollway Limited (“KTL”) 3. Kishangarh Gulabpura Tollway Limited (“KGTL”)
	b)	purpose of entering into the agreement;	The Company is entering into the project implementation agreement for: 1. HTML -Six Laning project of Hapur bypass to Moradabad Section including Hapur bypass from Km 50.000 (Design Chainage 50.000) to Km 148.277 (Design Chainage 149.867) of NH 24 (New NH-9) in the State of Uttar Pradesh under NHDP Phase V (Bharatmala Pariyojna) on DBFOT (Toll) mode 2. KTL –Four Laning of Kaithal to Rajasthan Border section of NH-152/65 from km 33+250 (Design Km- 0.500) to km 241+580 (Design Km 165.759) in the State of Haryana under NHDP Phase IV on Design, Build, Finance, Operate and Transfer (DBFOT) Toll basis. 3. KGTL –Six Laning of Kishangarh to Gulabpura Section of NH 79A and NH 79 in the State of Rajasthan (length 90.000 km) under NHDP Phase V package-I on DBFOT (Toll) mode
	c)	shareholding, if any, in the entity with whom the agreement is executed;	None
	d)	significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.;	Approximately Rs. 4,466 crores on fixed price basis (inclusive of applicable taxes) over the balance concession period with weighted average life of 20 years,
	e)	Whether the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship;	No, the said parties are not related to promoter / promoter group / group companies in any manner.

	f)	whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”	It is not a related party transaction under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
	g)	in case of issuance of shares to the parties, details of issue price, class of shares issued;	None
	h)	any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.;	Not Applicable
	i)	in case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): i. name of parties to the agreement; ii. nature of the agreement; iii. date of execution of the agreement; iv. details of amendment and impact thereof or reasons of termination and impact thereof.	Not Applicable