Scheme of Arrangement

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: Scheme of Amalgamation of certain wholly owned subsidiaries with IRB Infrastructure Developers Limited – Holding Company This is to inform that the Board of Directors of the Company, at its meeting held today i.e. August 26, 2026, has, inter-alia, considered and approved the Scheme of Amalgamation (Scheme”) amongst: 1. ATR Infrastructure Private Limited; 2. Aryan Toll Road Private Limited; 3. Aryan Hospitality Private Limited; 4. IRB Goa Tollway Private Limited; 5. IRB Infra Industries Private Limited; 6. GE1 Expressway Private Limited; 7. IRB PS Highway Private Limited; 8. Mhaiskar Infrastructure Private Limited and 9. Thane Ghodbunder Toll Road Private Limited (collectively referred to as the "Transferor Companies") - with IRB Infrastructure Developers Limited (hereinafter referred as “IRBIDL” or “Company” or “Transferee Company”) and their respective shareholders pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The proposed amalgamation is intended to simplify the group structure, improve operational efficiencies, optimize resource utilization and reduce administrative and compliance costs. The Transferor Companies are wholly-owned subsidiaries (directly and/or indirectly held through intermediate subsidiary companies) of IRBIDL. Accordingly, pursuant to Regulation 37(6) of the LODR Regulations, the Scheme is exempt from the requirement of obtaining a No- Objection Letter / Observation Letter from the Stock Exchanges. Since the Transferor Companies are wholly-owned subsidiaries of IRBIDL, no consideration shall be payable and no shares shall be issued by the IRBDIL pursuant to the Scheme. Consequently, there shall be no change in the shareholding pattern of IRBIDL upon the Scheme becoming effective. The Scheme is subject to necessary statutory and regulatory approvals under applicable laws, including the approval of the Hon'ble National Company Law Tribunal, Mumbai Bench. The disclosure required pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Master Circular is enclosed herewith as Annexure A. The meeting of the Board of Directors commenced at 3:00 p.m. and concluded at 4:10 p.m. The above information is also available on the website of the Company at https://www.irb.co.in/home/. You are requested to take the same on record. Thanking you, Yours faithfully, For IRB Infrastructure Developers Limited Mehul Patel Company Secretary Encl.: As above Annexure A – Details of Amalgamation Particulars Details Name of the entity(ies) forming part of Transferor Companies: the amalgamation/merger, details in ATR Infrastructure Private Limited (“ATRFL”), brief such as size, turnover, etc. Aryan Toll Road Private Limited (“ATRPL”), Aryan Hospitality Private Limited (“AHPL”), IRB Goa Tollway Private Limited (“IRBGoa”), IRB Infra Industries Private Limited (“IIIPL”), GE1 Expressway Private Limited (“GE1”), IRB PS Highway Private Limited (“IRBPS”), Mhaiskar Infrastructure Private Limited (“MIPL”), Thane Ghodbunder Toll Road Private Limited (“TGTRPL”) Transferee Company: IRB Infrastructure Developers Limited, (“IRBIDL”) (INR in crores) Name of Networth as Turnover for Company on June 30, the quarter 2026 ended June 30, 2026 IRBIDL 16,024.40 1,230.26 ATRFL 225.14 Nil ATRPL 135.78 Nil AHPL (9.75) 0.12 IRBGoa 100.36 Nil IIIPL 16.67 Nil GE1 (0.09) Nil IRBPS (0.36) Nil MIPL 2,253.90 Nil TGTRPL 86.47 Nil Whether the transaction would fall The Scheme involves the amalgamation of wholly- within related party transactions? If yes, owned subsidiary companies with the holding whether the same is done at “arm’s company. Therefore, it is exempted as per length” Regulation 23(5)(b) of the SEBI Listing Regulations. Furthermore, in accordance with the General Circular No. 30/2014 dated July 17, 2014, issued by the Ministry of Corporate Affairs, transactions resulting from compromises, arrangements, and amalgamations under the Companies Act 2013, are not subject to the requirements of Section 188 of Companies Act, 2013. Area of business of the entity(ies) Infrastructure, road projects, tolling, hospitality and allied businesses Rationale for amalgamation/ merger Simplification of group structure, operational synergies, reduction of compliance and administrative costs, and enhanced management oversight. In case of cash consideration – amount or No consideration shall be payable. The entire share otherwise share exchange ratio capital of Transferor Companies are directly / Consideration indirectly held by IRBIDL and no shares shall be issued pursuant to the Scheme. Brief details of change in shareholding There will be no change in the shareholding pattern pattern (if any) of the listed entity of IRBIDL pursuant to the aforesaid Scheme, as no shares would be issued by the Company in consideration for the amalgamation.