IRBINVIT — earnings call

The transcript as filed. Every paragraph is addressable: its link names the page and the position it sits at in the call.

Prepared remarks

IRB InvIT Fund

TRANSCRIPT OF 9TH ANNUAL MEETING (AM) OF IRB INVIT FUND (“TRUST”)

HELD ON JULY 23, 2026, AT 11:00 AM (IST) THROUGH VIDEO CONFERENCING

Welcome address by the Chairman:

Good morning to all unitholders.

It is my privilege to address you at the Annual Meeting of

IRB InvIT Fund for the FY 2025-26.

At the outset, I would like to introduce my colleagues on the Board.

Independent director, is also the chairman of the Audit committee.

The other two independent

directors are Mr.

Nikesh Jain and Ms.

Our CEO and Whole-Director

Jitender Kumar Chauhan.

Rushabh Gandhi, Executive Director & CFO and Director,

Swapna Arya, Company secretary & Compliance Officer.

I would also like to welcome Sponsor’s Representative - Mr.

Anil Yadav - CEO – Business

Development & Investments of IRB Infrastructure Developers Limited.

FY 2025–26 was a landmark year for the Trust.

The Trust has completed the acquisition of

three operational BOT assets and one HAM asset, expanding the Trust portfolio to ten

operational highway assets from the earlier six and increasing the enterprise value to

approximately ₹18,250 crore, from around ₹8,000 crore at the beginning of the year.

significantly enhanced portfolio diversification, strengthened long-term cash flow visibility,

and reinforced the Trust's ability to deliver sustainable returns.

To support this growth, the Trust successfully raised ₹4,250 crore through an Institutional

Placement and a Preferential Issue.

At the same time, the Trust has reduced our average

borrowing cost by 90 basis points and raised long-term debt at competitive rates,

demonstrating our continued focus on disciplined capital management.

The Trust’s portfolio delivered resilient operational performance, supported by healthy traffic

growth across assets.

During the year, the Trust distributed ₹ 6.60 per unit, aggregating

approximately ₹ 706 crore.

Since listing, cumulative distributions have exceeded ₹ 80 per

unit, reflecting Trust commitment to creating consistent value for the unitholders.

It is pertinent to note that the Trust's AAA credit rating was reaffirmed during the year,

underscoring the strength of Trust assets, stable cash flows, and prudent financial

Subsequent to the year-end, the Trust has signed a binding term sheet for the

assets—Solapur–

Yedeshi and Chittorgarh–Gulabpura—with

approximately ₹4,605 crore.

Subject to customary approvals, these acquisitions will further

strengthen our portfolio, extend the weighted average concession life, and enhance long-term

cash flow visibility.

Looking ahead, the Trust has a strong growth pipeline, with ROFO assets of approximately

₹65,000 crore from IRB Infrastructure Trust and additional HAM opportunities from the

Combined with Trust’s diversified portfolio, strong balance sheet, and disciplined

investment approach, the Trust is well positioned to continue delivering sustainable growth

and attractive distributions.

On behalf of the Board, I sincerely thank our unitholders, employees, lenders, regulators,

Sponsor, Project Manager, and business partners for their continued trust and support.

The Chairman then requested the Company Secretary to brief the unitholders about the

arrangements which we have made for the meeting.

Company Secretary

Thank you, sir.

The Notice of the annual meeting was already circulated to the Unitholders

electronically and physically to the unitholders whose e-mail addresses are not registered with

the Trust or the RTA.

With the permission of the unitholders, they were considered as read.

The Trust had enabled the Unitholders to participate at the Annual Meeting through the video

conferencing facility provided by KFin Technologies Limited, Registrars and Transfer Agent.

The proceedings of the Annual meeting were also webcast live for all the Unitholders.

Unitholders were provided with the facility to exercise their right to vote by electronic means,

both through remote e-voting and e-voting at the meeting through Insta-poll.

CS requested the

moderator to activate the Insta-poll.

Mihen Halani & Associates, Practicing Company

Secretary, were appointed as the Scrutinizer to report on the combined voting results of

remote e-voting and the Insta-Poll for the item(s) as per the notice of the annual meeting.

With a permission of the Chairman Sir, Insta-poll was activated and the same was disabled

15 minutes after the termination of the Annual meeting.

The following items of business as set out in the Notice were put to vote by remote e-voting

and e-voting during the Annual Meeting:

To Consider and adopt the Audited Standalone Financial

Statements as at and for the Financial Year ended March 31,

2026, together with the report of the Auditors thereon and

report of the Investment Manager and Management

Discussion & Analysis

To approve and adopt the Valuation Report of the Trust

issued by KPMG Valuation Services LLP, an Independent

Valuer for the year ended March 31, 2026.

To Consider and appoint the Valuer

Question and Answer:

With a permission of the Chairman Sir, some unitholders have raised few questions / queries

which were duly addressed by the management team.

Summary of Queries Raised by Unitholders and Responses Provided:

Why was the FY26 distribution reduced to Rs. 6.60 per unit compared to Rs. 8.00 per unit in

Response: The distribution for FY26 was ₹6.60 per unit, aggregating approximately ₹ 706

During FY26, the Trust completed significant acquisitions - three BOT assets and one

HAM asset, funded through a combination of equity and debt.

The decline in payout is primarily due to the following structural factors:

Prior to these acquisitions, the InvIT’s weighted average asset life was about 14 years.

The newly acquired toll assets have an average remaining life of nearly 21 years.

These are growth assets, with revenue expected to increase annually due to traffic

growth and toll rate revisions.

As the weighted average life of the portfolio increases, initial distributions naturally reduce

because cash flows are spread over a longer period.

However, distributions are expected to

grow steadily over time as the revenue from the new assets continue to compound.

These acquisitions are expected to strengthen the Trust’s long-term cash flows and enhance

distribution sustainability.

The Trust continues to comply with the InvIT Regulations, which

require distribution of at least 90% of NDCF and has distributed nearly all of its FY26 NDCF.

What is the overall traffic growth across all the projects ?

Response: On a consolidated basis, toll revenue grew by 11% during the year, driven by both

organic growth in the base portfolio and incremental contribution from the newly acquired

Toll revenue growth for the recently acquired assets alone was around 14%.

For FY 2026-27, the Trust has already received a tariff revision of around 2.5%.

expects full-year FY27 revenue growth in the range of 9% to 10% for the overall portfolio.

Details of outstanding loans and rate of interest ?

Response: Outstanding loan balance as on March 31, 2026, was ₹ 8,650 crore which includes

mix of fixed and floating debt.

The average cost of debt was approx. 7.75%.

How many annuities have matured till date in case of VK1 & VM7 projects ?

Response: In case of the Vadodara-Kim HAM project (VK1), the Trust has received eight

annuity instalments to date (September 2022 to March 2026), aggregating ₹ 741.16 crores

including interest on annuity and O&M payment.

For the recently newly acquired HAM asset,

which is Vadodara Mumbai Package 7 (VM7), so we received the first annuity in the month

of November 2025 and the second annuity recently in the month of May 2026, aggregating

What is the current Sponsor holding ?

Response: As on March 31, 2026, the Sponsor holds approximately 16.57% of the total

outstanding units of the Trust.

What are the future plans ?

Response: The Trust has already entered into a binding term sheet with IRB Infrastructure

Trust for acquisition of two assets, and our endeavour is to complete this transaction by

September 2026.

What measures are being taken to maintain AAA credit rating?

Response: The Trust focuses on conservative financial management, diversified revenue

streams, disciplined refinancing, robust liquidity, and strong cash flow visibility through long

concession periods.

These factors have supported the reaffirmation of AAA ratings with a

Stable Outlook.

I would like to propose a vote of thanks and sincerely thank everyone for attending this meeting.

My gratitude goes to the Directors, the representatives of the Sponsor, the Trustee, and all our

Thank you once again for your insightful questions and your participation in today's

We truly appreciate your continued support and engagement.

Please proceed with the

voting process.

Company Secretary:

So, with this, we conclude the meeting.

The InstaPoll will remain active for the next 15 minutes to

enable all unitholders to cast their votes.

Thank you for your participation and continued support.