Shareholders meeting

Date: July 3, 2026 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 Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice We refer to the outcome of Board Meeting dated July 2, 2026, and pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclose a copy of the postal ballot notice seeking approval of the Shareholders of the Company, by way of remote e-voting process (e-voting) for: Item No. Description of Resolution 1. Material related party transactions in relation to extension of the term of Project Implementation Agreements with 12 Project SPVs of IRB Infrastructure Trust. In compliance with the applicable circulars, this postal ballot notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members / Register of Beneficial Owners as on the Cut-off date i.e. Tuesday, June 30, 2026. The Company has engaged the services of KFin Technologies Limited to provide remote e-voting facility to enable the members to cast their votes electronically. The e-voting facility will be available during the following period: Commencement of remote e-voting Sunday, July 5, 2026 (09:00 a.m.) End of remote e-voting Monday, August 3, 2026 (05:00 p.m.) The Postal Ballot notice is also available on the Company’s website at www.irb.co.in. You are requested to take the same on record. Thank you, For IRB Infrastructure Developers Limited Mehul Patel Company Secretary Encl.: Postal Ballot Notice IRB INFRASTRUCTURE DEVELOPERS LIMITED CIN: L65910MH1998PLC115967 Regd. Office: 1101 Hiranandani Knowledge Park, 11th Floor, Technology Street, Hill Side Avenue, Opp. Hiranandani Hospital, Powai, Mumbai - 400 076 | Tel: 022 - 67336400 | Fax: 022 - 40536699 Website: www.irb.co.in | Email Id: grievances@irb.co.in POSTAL BALLOT NOTICE (Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014) Notice is hereby given that the resolution set out below is proposed to be passed by the members of IRB Infrastructure Developers Limited (“the Company”) by means of Postal Ballot, only by way of remote e-voting process (“e-voting”), pursuant to Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, Circulars and Notifications thereunder issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time). The Company is sending the Postal Ballot Notice to those Members whose names appear on the Register of Members / List of Beneficial Owners as on Tuesday, June 30, 2026, being the cut-off date for the purpose, in electronic form to those Members whose email address is registered with KFin Technologies Limited, the Company’s Registrar and Share Transfer Agent (“KFintech” or “Registrar and Transfer Agent”) or Depository Participants. Pursuant to Sections 102 and 110 and other applicable provisions of the Act read with rules, the Statement setting out the material facts and the reasons / rationale pertaining to the said Resolution is annexed to this Postal Ballot Notice for your consideration and forms a part of this Postal Ballot Notice (“the Notice” or “the Postal Ballot Notice”). The Board of Directors has appointed Mihen Halani & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be final. The Company has engaged the services of KFintech as an agency to provide e-voting facility. In accordance with the MCA General Circular No. 09/2025 dated September 22, 2025, read with other relevant circulars (“MCA Circular”), Postal Ballot Notice is being sent only through electronic mode to the Members whose names appear in the Register of Members / Register of Beneficial Owners, as on Tuesday, June 30, 2026, and whose email address is registered with the Company / Registrar and Transfer Agent / Depository Participants/Depositories. The physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre- paid business envelope will not be sent to the Members for this Postal Ballot and Members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its Members to cast their votes electronically. Members are requested to read the instructions in the Notes section of this Postal Ballot Notice to cast their vote electronically which commences on Sunday, July 05, 2026, at 09:00 a.m. (IST) and ends on Monday, August 03, 2026, at 05:00 p.m. (IST) (the last day to cast vote electronically) to be eligible for being considered. The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorized by him. The results of e-voting will be announced on or before Wednesday, August 05, 2026, and will be displayed on the Company’s website at www.irb.co.in and will also be communicated to the Stock Exchange(s) i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of “Kfintech” at Postal Ballot Notice July 02, 2026 Page 1 of 28 https://evoting.kfintech.com. The Company will also display the results of the Postal Ballot at its Registered Office. The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Monday, August 03, 2026. SPECIAL BUSINESS 1. Material Related Party Transactions in relation to extension of the term of Project Implementation Agreements with 12 Project SPVs of IRB Infrastructure Trust. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 177, 188 and other applicable provisions of the Companies Act, 2013 read with the rules made thereunder, including any modification(s) or re-enactment(s) thereof for the time being in force), Regulations 2(1)(zc), 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, supplemented or re-enacted from time to time (the “SEBI Listing Regulations”), the circulars issued by the Securities and Exchange Board of India in this regard from time to time and other applicable law and based on the recommendation of the Audit Committee of the Board of Directors of the Company pursuant to their resolution dated May 20, 2026 and approval of the Board of Directors pursuant to their resolution dated May 20, 2026, the approval of the Members of the Company, be and is hereby accorded for the extension of the term of the project implementation agreements, in relation to the 12 (Twelve) project SP [Showing first 8,000 characters — download PDF for full document]