Acquisition

August 26, 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 / Madam, Ref.: Scrip Code: 532947, Symbol: IRB Subject: Outcome of the Meeting of the Board of Directors held on August 26, 2026 Please note that the Board of Directors of the Company (the “Board”) at its meeting held today i.e. August 26, 2026, has inter-alia, accorded approval for investment in the units of IRB InvIT Fund, a SEBI registered Infrastructure Investment Trust, for which the Company acts as the Sponsor, through subscription to a preferential issue proposed to be undertaken by IRB InvIT Fund, subject to approval of the unitholders IRB InvIT Fund and any other approvals as may be required, for an amount of up to Rs. 351,00,00,000 (Indian rupees Three Hundred Fifty-One Crore Only). The Board Meeting commenced at 3:00 pm and concluded at 4:10 pm. The details of the transaction are annexed herewith as “Annexure – I”. You are requested to kindly take note of the same. For IRB Infrastructure Developers Limited Mehul Patel Company Secretary Annexure – I Details under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015, as amended Sr. Particulars Details 1. Name of the target entity, details in brief such IRB InvIT Fund is a Trust registered under as size, turnover etc.; the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (“the Trust”). Turnover for FY 25-26: Rs. 1,484.55 crore (consolidated) PAT for FY 25-26: Rs. 338.61 crore (consolidated) Net worth for FY 25-26: Rs. 7,737.30 crore (consolidated) 2. Whether the acquisition would fall within No. The proposed acquisition does not related party transaction(s) and whether the constitute a related party transaction under promoter/ promoter group/ group companies the applicable provisions of the Companies have any interest in the entity being Act, 2013 and the SEBI (Listing Obligations acquired? If yes, nature of interest and details and Disclosure Requirements) Regulations, thereof and whether the same is done at 2015. “arm’s length”; 3. Industry to which the entity being acquired Infrastructure – Road and Highways belongs; 4. Objects and impact of acquisition (including The proposed acquisition of units will enable but not limited to, disclosure of reasons for the Trust to raise funds for acquisition of two acquisition of target entity, if its business is project SPVs from IRB Infrastructure Trust, outside the main line of business of the listed a privately placed listed infrastructure entity); investment trust registered with the SEBI. 5. Brief details of any governmental or The proposed transaction is subject to the regulatory approvals required for the receipt of unitholder approval and necessary acquisition; regulatory approvals. 6. Indicative time period for completion of the The units will be acquired by the Company acquisition; within the time period prescribed for preferential allotment under applicable law. 7. Consideration - whether cash consideration Cash consideration for subscription to units or share swap or any other form and details in preferential issue of the Trust of the same; Sr. Particulars Details 8. Cost of acquisition and/or the price at which The units are proposed to be acquired at a the shares are acquired; price of Rs. 65 per unit, aggregating to Rs. 351,00,00,000. 9. Percentage of shareholding / control acquired The Company proposes to acquire up to and / or number of shares acquired; 5,40,00,000 additional units. 10. Brief background about the entity acquired in IRB InvIT Fund is settled by the Company terms of products/line of business acquired, (the “Sponsor”) pursuant to the Indenture of date of incorporation, history of last 3 years Trust dated October 16, 2015, as amended in turnover, country in which the acquired Mumbai, India, as an irrevocable trust in entity has presence and any other significant accordance with the Indian Trusts Act, 1882. information (in brief). The Trust has been registered with SEBI as an Infrastructure Investment Trust under Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (“InvIT Regulations”). The object and purpose of the Trust is to carry on the activity of an infrastructure investment trust under the InvIT Regulations, to raise resources and make investments in accordance with the InvIT Regulations. 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, in the state(s) of Maharashtra, Gujarat, Rajasthan, Karnataka, Tamil Nadu, Punjab, Haryana and Uttar Pradesh. Consolidated turnover of the Trust for the last 3 years: a) FY 2025-26 – Rs. 1,484.55 crore b) FY 2024-25 – Rs.1,110.24 crore c) FY 2023-24 – Rs.1,085.90 crore