IRB Infrastructure Trust , acting through its Investment Manager MMK Toll Road Private Limited, has submitted a Compliance Certificate on its Standard Operating Process for the Structured Digital Database (SDD) to the National Stock Exchange of India Limited. The submission, dated May 15, 2026, pertains to the financial year ended March 31, 2026, and is made pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015.

Regulatory Background

The submission is in response to NSE Circular No. NSE/CML/31 dated October 18, 2024, which mandates the annual submission of an SDD Compliance Certificate under Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The certificate has been issued by M/s. KDA & Associates, Practicing Company Secretaries, Mumbai, and was signed by Partner Kaushal Dalal on May 14, 2026.

Key Compliance Highlights

The following table summarises the key parameters covered in the compliance certificate for the financial year ended March 31, 2026:

SDD System Compliance Confirmations

Kaushal Dalal, Partner at KDA & Associates, certified the following aspects of the Trust's SDD framework:

• The Trust has a Structured Digital Database in place
• Access controls exist to regulate who can access the SDD
• All Unpublished Price Sensitive Information (UPSI) disseminated during the financial year has been captured in the database
• The system has recorded the nature of UPSI along with the date and time of each entry
• The database is maintained internally with an audit trail
• The database is non-tamperable and capable of maintaining records for 8 years

Submission Details

The compliance certificate was submitted to the National Stock Exchange of India Limited by Kaustubh Shevade, Company Secretary and Compliance Officer of MMK Toll Road Private Limited, in its capacity as Investment Manager to IRB Infrastructure Trust. The Trust confirmed that all 37 events requiring disclosure to the stock exchanges during the financial year ended March 31, 2026 were duly captured in the SDD, with no instances of non-compliance reported for the period.

IRB Infrastructure Trust reported its audited consolidated and standalone financial results for the year ended March 31, 2026, at a Board meeting of its Investment Manager MMK Toll Road Private Limited held on May 14, 2026. The Trust disclosed a Net Asset Value (NAV) of Rs. 319.73 per unit and declared its 4th distribution of Rs. 1.70 per unit as interest for FY26, with May 19, 2026 fixed as the record date and payment due on or before May 26, 2026. Total distribution for FY26 stands at Rs. 3.02 per unit, including the 1st distribution of Rs. 0.45, 2nd of Rs. 0.44, and 3rd of Rs. 0.43 per unit.

NAV and Balance Sheet Summary

The following table presents key financial metrics as on March 31, 2026, based on the valuation report dated May 14, 2026, issued by KPMG Valuation Services LLP:

Consolidated Financial Performance

The following table summarises the consolidated audited financial performance for the year ended March 31, 2026 (all amounts in INR million unless otherwise stated):

The consolidated revenue from operations includes a gain of Rs. 25,931.44 million recognised under 'Revenue from Operations' on the sale of three Project SPVs — IRB Hapur Moradabad Tollway Limited, Kaithal Tollway Limited, and Kishangarh Gulabpura Tollway Limited — to IRB InvIT Fund, concluded via a Share Purchase Agreement dated October 2, 2025, for an agreed consideration of Rs. 49,050 million.

Consolidated Statement of Net Assets at Fair Value

The table below presents the consolidated net assets at fair value as at March 31, 2026 and March 31, 2025 (all amounts in INR million):

Valuation Conclusion – SPV-wise Enterprise Values

KPMG Valuation Services LLP conducted the Enterprise Valuation of 15 SPVs using the Discounted Cash Flow (DCF) method under the Income Approach. The following table summarises the enterprise value of each SPV and the derivation of the Trust's equity value:

Key Financial Ratios

The following table presents select financial ratios for the year ended March 31, 2026:

Net Borrowings Ratio

The following table presents the net borrowings ratio as at March 31, 2026:

Net Distributable Cash Flow (NDCF)

The following table summarises the NDCF at the Trust level for the year ended March 31, 2026 (all amounts in INR million):

The Trust has ensured that a minimum 90% of the above amount will be distributed as NDCF.

Valuation Methodology and Key Assumptions

The valuation was performed using the DCF method under the Income Approach, consistent with internationally accepted valuation methodologies and ICAI Valuation Standards 2018. No terminal value was computed given the finite concession periods of the SPVs. Key parameters used in the WACC computation include:

• Risk-free rate: 6.8% (based on 10-year Government of India securities yield)
• Equity Risk Premium: 7.0%
• Levered adjusted beta: 1.08 (median of comparable companies)
• Pre-tax cost of debt: 7.95%
• Tax rate: 25.17%
• Normalised capital structure: 60% debt and 40% equity
• WACC range: 9.31% to 9.71% across SPVs

An additional alpha of 1.0% was applied for Samakhiyali Tollway Private Limited (STPL) given its under-construction status. No alpha was applied for Meerut Budaun Expressway Limited (MBEL) as approximately 99% physical progress had been achieved. IRB Harihara Corridors Private Limited (IHCPL) and IRB Chandibhadra Tollway Private Limited (CBTPL) are being valued for the first time.

Trust Portfolio Overview and Corporate Developments

As on March 31, 2026, IRB Infrastructure Trust's portfolio comprised 15 SPVs operating 9 DBFOT assets and 6 TOT assets across Maharashtra, Gujarat, Rajasthan, Goa, Karnataka, Madhya Pradesh, Uttar Pradesh, Telangana, West Bengal, and Odisha. All SPVs except MBEL are revenue-generating. Notable corporate developments during the period include:

• In December 2024, the Trust raised INR 1,714.9 crore through a rights issue for the acquisition of an 80.4% stake in MBEL.
• IRBI Trust transferred three highway assets — IHMTL, KGTL, and KTL — to IRB InvIT Fund at an enterprise value of INR 8,436 crore on November 6, 2025.
• The Trust received the Letter of Award for IHCPL on November 14, 2025 and for CBTPL on January 6, 2026, and paid INR 9,270 crore for IHCPL and INR 3,087 crore to NHAI as upfront bid concession fees.

Disclosure Details

The financial results were approved by the Board of Directors of MMK Toll Road Private Limited at its meeting held on May 14, 2026, and were jointly audited by M S K A & Associates LLP and Gokhale & Sathe, Chartered Accountants. The disclosure was signed by Kaustubh Shevade, Company Secretary and Compliance Officer. The financial statements of the Investment Manager for the year ended March 31, 2026 have not been separately disclosed as there is no material erosion in its net worth as assessed by IDBI Trusteeship Services Limited, the Trustee to the Trust.

Source: None/Company/INE0C8K23012/25cc6fb79ea74e66.pdf