IRB Infrastructure Developers Limited — Capital/Financing Update 2025

Nov 20, 2025

Date: November 20, 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: Invitation to offer for the acquisition of VM7 Expressway Private Limited (VM7) to the IRB InvIT Fund

This is to inform you that the Board of Directors of the Company, at its meeting held on November 20, 2025 approved an invitation to offer dated November 20, 2025 (the “ Invitation to Offer ”) to be issued to the IRB InvIT Fund, a publicly offered and listed InvIT sponsored by the Company.

The Invitation to Offer relates to the transfer of the Vadodara Mumbai Expressway Project (“ VM7 Project ”), which is being implemented by VM7 Expressway Private Limited, a wholly-owned subsidiary of the Company under a concession awarded by the National Highways Authority of India (“ NHAI ”). The VM7 Project involves construction, operation and maintenance of Eight Lane Access Controlled expressway from Km 190.00 to Km 217.500 (Gandeva to Ena Section of Vadodara Mumbai Expressway) in the state of Gujarat on Hybrid Annuity Mode under Bharatmala Pariyojana (Phase I - Package VII). The VM7 Project has received a provisional completion certificate dated August 25, 2025 from the NHAI and is a revenue generating operational asset that is currently part of the portfolio of the Company.

The Invitation to Offer is preliminary, non-binding, and subject to various risks and uncertainties, including diligence, entry into definitive agreements and obtaining approvals, including from third parties, regulatory authorities, shareholders and unitholders as applicable. There is no assurance that any transaction will be entered pursuant to the Invitation to Offer into or the terms and timing of any such transaction.

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A presentation and press release in relation to the invitation to offer for the acquisition is annexed herewith.

Thank you,

Yours sincerely, For IRB Infrastructure Developers Limited Mehulkumar Digitally signed by Mehulkumar Natwarlal Natwarlal Patel Date: 2025.11.20 Patel 16:14:04 +05'30'

Mehul Patel Company Secretary and Compliance Officer

Encl. as above

Proposal for Transfer of VM7 (HAM) to IRB InvIT Fund

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Disclaimer

This presentation is jointly prepared by IRB Infrastructure Developers Limited (“IRB”) and IRB Infrastructure Private Limited (the “Investment Manager”) in its capacity as the Investment Manager of the IRB InvIT Fund (“Public InvIT”), for information purposes only, without regards to the specific objectives, financial situation or requirements of any particular person. This presentation may not be copied, published, distributed or transmitted, in whole or in part, for any purpose, and should not be construed as legal, tax, investment, financial or other advice.

This presentation includes a potential opportunity that is preliminary, non-binding, and subject to various risks and uncertainties, including diligence, entry in to definitive agreements, and obtaining approvals, including from third parties, regulatory authorities and unitholders. There is no assurance that the potential transaction will be entered into or the terms and timing of any such transaction. There are inherent risks with such opportunity or potential transaction.

This presentation does not constitute a prospectus, placement document, transaction document, offer document, offering circular or offering memorandum and is not an offer or invitation or recommendation or solicitation or inducement to buy or sell any units or securities including any securities of: (i) the Public InvIT, the IRB Infrastructure Trust (“Private InvIT”) or any of their respective special purpose vehicles; (ii) IRB Infrastructure Developers Limited (the “Sponsor”) or any of the subsidiaries of the Sponsor; (iii) the Investment Manager; (iv) the investment manager of the Private InvIT; or (v) IDBI Trusteeship Services Limited (the “Trustee”), nor shall part, or all, of this presentation form the basis of, or be relied on, in connection with, any contract or investment decision in relation to any securities.

Unless otherwise stated, the information contained herein is based on management information and estimates. The information contained herein is only current as of the date specified herein, has not been independently verified and may be subject to change without notice. The Investment Manager assumes no responsibility to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent development, information or events, or otherwise. The Investment Manager, as such, makes no representation or warranty, express or implied, as to, and does not accept any responsibility or liability with respect to, the fairness, accuracy, completeness or correctness of the content including any information or opinions contained herein. Any opinions expressed in this presentation or the contents of this presentation are subject to change without notice. Neither the delivery of this presentation nor any further discussions of the Investment Manager with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Public InvIT since the date of this presentation.

This presentation contains certain financial measures which are not audited or reviewed or measures determined based on GAAP, Ind-AS or any other internationally accepted accounting principles, and the recipient should not consider such items as an alternative to the historical financial results or other indicators of the Public InvIT’s performance based on Ind-AS or IFRS.

This presentation also contains forward-looking statements based on the currently held beliefs, opinions and assumptions of the Investment Manager. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, financial condition, performance, or achievements of the Public InvIT or industry results, to differ materially from the results, financial condition, performance or achievements expressed or implied by such forward-looking statements. Given these risks, uncertainties and other factors, including in relation to the COVID-19 pandemic, recipients of this presentation are cautioned not to place undue reliance on these forward-looking statements. The Investment Manager disclaims any obligation to update these forward-looking statements to reflect future events or developments.

The recipient acknowledges that the recipient will be solely responsible for its own assessment of the market and the market position of the Public InvIT. This presentation may not be all inclusive and may not contain all of the information that the recipient considers material. The distribution of this presentation in certain jurisdictions may be restricted by law. Accordingly, any persons in possession of this presentation should inform themselves about and observe any such restrictions.

None of the Public InvIT, the Private InvIT, the Investment Manager, the Sponsor or the Trustee or any of their respective affiliates, advisers or representatives accept any liability whatsoever for any loss howsoever arising from any information presented or contained in this presentation. Furthermore, no person is authorized to give any information or make any representation which is not contained in, or is inconsistent with, this presentation. Any such extraneous or inconsistent information or representation, if given or made, should not be relied upon as having being authorized by or on behalf of any of the above parties.

This presentation and any of its contents do not provide for and should not be construed as any assurance or guarantee of returns or distributions to investors.

THIS PRESENTATION DOES NOT CONSTITUTE OR FORM ANY PART OF ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE OR SUBSCRIBE TO ANY UNITS OR SECURITIES IN INDIA OR ELSEWHERE.

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Rationale for Proposed Opportunity Proposed Transfer of VM7 HAM Asset by IRBIDL to IRB InvIT Fund

IRBIDL

• IRB’s effective equity commitment in HAM

• 2[•] project ~12% to 15%

• EPC business generates PAT margin of

• 1[•] 10% to 12%

• Margins generated from EPC business are

• 3 typically deployed as equity commitment in projects

• This transfer is part of our our B.E.S.T. Strategy (Bid, Execute, Stabilize and

• 4 Transfer) to drive sustainable growth with an objective to double our portfolio without any fresh infusion of funds from IRB

• 5[•] Upon monetization, IRB shall generate a high multiple on effective invested capital

IRB InvIT Fund

• Aligns with the strategy to acquire stable

• 2[•] revenue generating assets

• Visibility of cash flows (annuities) from

• 1 NHAI over a long period and balancing the overall risk profile of the portfolio

• 3[•] Expected to enhance Pay out for the Unitholders

• InvIT well positioned to fund the acquisition through debt, retained internal accruals or

• 4 any other mode as may be permitted under applicable law

• 5

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Project Details: VM7 Expressway Private Ltd. Part of the Vadodara Mumbai corridor

Geographic location Project snapshot Construction of greenfield eight laning of Gandeva Project description to Ena Section of Vadodara Mumbai Expressway in the State of Gujarat Appraised Project Cost INR 17,020 Mn Project road length 220 Lane Kms Toll/annuity HAM Current status PCOD received in May 2025 Awarding authority NHAI CA signing date September 15, 2020 17 years Concession period (2 years of construction + 15 years operation)

Project highlights

Annuity highlights

• Project road is located in the State of Gujarat which has a well-developed infrastructure with an excellent road and rail network

• 60% of inflation adjusted bid project cost spread across 15 years in the form of 30 bi-annual instalments;

• the interest on the balance annuities outstanding at the RBI’s bank rate plus 300 bps will be paid with each biannual instalments;

• Upon completion of construction (PCOD), Annuity stream from NHAI to ensure a ‘AAA’ rated asset and subsequent strong visibility of Asset transfer

• First year’s bid O&M of INR 81 Mn adjusted for inflation shall be paid with each bi-annual instalments

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Thank You

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Press Release

IRB Infra plans to offer VM7 HAM Project to IRB InvIT Fund; Company’s Board approves the proposal

• Gandeva Ena HAM Project is a Part of upcoming Delhi Mumbai Greenfield Expressway

• The project stretch is of Kms 27.5 Kms (220 Lane Kms) and has appraised cost Rs.1,702Crores

• The project recently received Provisional COD and is revenue generating

• The proposal is non-binding offer

Mumbai, Thursday, November 20, 2025: IRB Infrastructure Developers Ltd. India’s leading and the largest multi-national transport infrastructure developer in roads and highways sector, has offered its Gandeva Ena HAM project that forms part of the upcoming Delhi Mumbai Greenfield Expressway Project, to IRB InvIT Fund.

The Company Board, in its Board meeting held today has approved the preliminary non-binding proposal for transfer of the said project to the IRB InvIT Fund, which is a publicly offered and listed Infrastructure Investment Trust sponsored by the Company.

While commenting on the development, Mr. Virendra D. Mhaiskar, Chairman & Managing Director of the Company said, “This step aligns with our Bid–Execute–Stabilize–Transfer strategy to unlock capital and drive growth. Offering our second HAM asset on this expressway to the Public InvIT provides long-term cashflow visibility to the InvIT while releasing funds to support IRB’s future growth. We aim to close the transaction within this calendar year, creating a win-win for stakeholders of both IRB Infra and IRB InvIT Fund”

To re-iterate, the Gandeva Ena HAM Project had recently received a provisional completion certificate and is revenue generating operational asset that is currently part of Company’s portfolio. The project is an eight-laning of the Gandeva Ena stretch in the State of Gujarat under NHAI’s Package-VII of India’s ambitious ‘Bharatmala Pariyojana.

The project is being implemented by VM7 Expressway Private Limited, a wholly owned subsidiary of the Company, under a concession awarded by the National Highways Authority of India.

About IRB Infrastructure Developers Ltd:

At present, IRB Infrastructure Developers Ltd (IRB) is India’s first Integrated Multi-National Transport Infrastructure Developer in Roads & Highways segment. The Company has acquired ISO Certification in Quality (ISO 9001); Environment Management (ISO 14001), Occupational Health and Safety (ISO 45001) and IT Security (ISO 27001) from the ISOQAR, United Kingdom.

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Press Release

As the largest integrated private toll roads and highways infrastructure developer in India, IRB has an asset base of over Rs.80,000Crs in 12 States across the parent company and two InvITs, excluding TOT 17.

The Company has strong track record of constructing, tolling, operating, and maintaining around 19,000 Lane Kms pan India in its existence of more than 25 years in India. TOT 17 will increase the same by ~1,600 Lane Kms.

The group has 14% share in India’s prestigious Golden Quadrilateral Project and 12% share in India’s North South highway connectivity.

After adding the TOT-17 project to IRB Group’s project portfolio (including Private and Public InvIT) will have 27 highway projects that include 18 BOT, 5 TOT, and 4 HAM projects.

For further details, please contact:

• Tejal Divte, Concept PR, 99305 51440, tejal@conceptpr.com

• Vivek Devasthali, Head-Corporate Communications , 99300 80099, vivek.devasthali@irb.co.in

Disclaimer:

Except for the historical information contained herein, statements in this communication and any subsequent discussions, which include words or phrases such as ‘will’, ‘aim’, ‘will likely result’, ‘would’, ‘believe’, ‘may’, ‘expect’, ‘will continue’, ‘anticipate’, estimate’, ‘intend’, ‘plan’, ‘contemplate’, ‘seek to’, ‘future’, ‘objective’, ‘goal’, ‘likely’, ‘project’, ‘on-course’, ‘should’, ‘potential’, ‘pipeline’, ‘guidance’, ‘will pursue’ ‘trend line’ and similar expressions or variations of such expressions may constitute ‘forwardlooking statements’.

The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements.

These risks and uncertainties include but are not limited to the IRB Infrastructure Developers Limited and/ or its Associates’ ability to successfully implement its strategy, its growth and expansion plans, obtain regulatory approvals, provisioning policies, technological changes, investment and business income, cash flow projections, exposure to market risks as well as other risks. In addition, the consummation of the transactions described herein is subject to various conditions precedent.

IRB Infrastructure Developers Limited does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

These materials are not a prospectus, a statement in lieu of a prospectus, an offering circular, an invitation or an advertisement or an offer document under the Indian Companies Act, 2013 together with the rules and regulations made thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, or any other applicable law in India.

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