IRB InvIT Fund , India's first listed Infrastructure Investment Trust, announced its audited financial results at a Board of Directors meeting of its Investment Manager, IRB Infrastructure Private Limited, held on May 15, 2026. The Trust declared its 4th distribution of Rs. 1.60 per unit for Q4FY26, comprising Rs. 1.44 per unit as interest, Re. 0.12 per unit as return of capital, and Re. 0.04 per unit as exempt dividend — a quarter-on-quarter increase of 7%. The record date for this distribution has been fixed as May 20, 2026, with payment to eligible unitholders on or before May 27, 2026. The full-year FY26 distribution stands at Rs. 6.60 per unit, amounting to Rs. 705.64 crores, while cumulative distributions since the Trust's IPO in FY18 have reached Rs. 5,021.65 crores (Rs. 80.95 per unit).

Financial Performance

The Trust reported consolidated revenue from operations of Rs. 14,845.50 million for the year ended March 31, 2026, compared to Rs. 10,840.56 million in the previous year. Total consolidated income for the year stood at Rs. 15,817.49 million versus Rs. 11,102.43 million previously. Profit after tax attributable to unitholders was Rs. 3,386.14 million for the year, compared to Rs. 3,555.84 million in the prior year. Basic and diluted earnings per unit for the year were Rs. 3.78, compared to Rs. 6.13 in the previous year. The EBITDA margin for the year was 85.53%, compared to 84.52% in the prior year.

The following table summarises key consolidated financial metrics:

NAV and Distribution Details

Pursuant to the Valuation Report dated May 15, 2026, issued by M/s. KPMG Valuation Services LLP, the Net Asset Value (NAV) of IRB InvIT Fund units as on March 31, 2026, is as follows:

The 4th distribution details are as follows:

The total FY26 distribution of Rs. 6.60 per unit includes the 1st distribution of Rs. 2.00 per unit, 2nd distribution of Rs. 1.50 per unit, 3rd distribution of Rs. 1.50 per unit, and 4th distribution of Rs. 1.60 per unit.

Asset Portfolio and Business Highlights

During the year, IRB InvIT Fund significantly expanded its portfolio through two key acquisitions. Effective November 1, 2025, the Trust acquired 100% equity in IRB Hapur Moradabad Tollway Limited (IHMTL), Kaithal Tollway Limited (KTL), and Kishangarh Gulabpura Tollway Limited (KGTL) from IRB Infrastructure Trust for an agreed purchase consideration of Rs. 49,050.00 million, resulting in an enterprise value of Rs. 84,360.00 million. These three BOT assets were funded through external borrowings of Rs. 40,000.00 million, Non-Convertible Debentures of Rs. 11,500.00 million, institutional placement of Rs. 32,484.30 million, and preferential issue of Rs. 10,052.80 million. Effective December 1, 2025, the Trust also acquired 100% equity in VM7 Expressway Private Limited (VM7) from IRB Infrastructure Developers Limited for a purchase consideration of Rs. 5,130.00 million, resulting in an enterprise value of Rs. 12,170.60 million.

The following table summarises the quarterly and annual performance highlights:

FY26 witnessed year-on-year toll revenue growth of 34% over FY25, with toll revenue of Rs. 1,270 crores versus Rs. 945 crores in FY25. On an asset-to-asset basis, the year-on-year growth was 13%. During Q4FY26, the Kaithal–Rajasthan BOT asset received an arbitral award granting monetary claims of Rs. 375.20 crores, inclusive of interest computed up to the date of the award, along with further interest until realisation, and an extension of the concession period by 582.77 days. The Trust also received a non-binding offer from IRB Infrastructure Trust to acquire two BOT assets in Maharashtra and Rajasthan, aggregating 1,144 lane kms with an enterprise value of Rs. 4,663 crores.

Balance Sheet and Key Ratios

As at March 31, 2026, the Trust's consolidated total assets stood at Rs. 2,29,810.21 million, compared to Rs. 1,23,403.98 million as at March 31, 2025. Total unit holder's equity was Rs. 81,742.36 million versus Rs. 38,068.80 million previously. Total borrowings (consolidated) stood at Rs. 86,532.53 million as at March 31, 2026, compared to Rs. 25,011.75 million in the prior year. The net borrowings ratio stood at 43.14% as at March 31, 2026.

Net Distributable Cash Flows

The NDCF at Trust level for the year ended March 31, 2026, was Rs. 7,060.61 million, compared to Rs. 4,810.98 million for the year ended March 31, 2025. The total NDCF distributable (including SPV-level flows) for the year was Rs. 7,162.70 million versus Rs. 5,026.86 million in the prior year.

Earnings Call

Following the results announcement, the Trust will conduct an earnings call on May 18, 2026, at 11:00 am IST. Senior management of the Investment Manager will discuss the Trust's performance and address questions from participants. The call is scheduled to last for 45 minutes. Participants are advised to dial in five to ten minutes prior to the scheduled start time. Pre-registration is available to bypass wait times, and a recording and/or transcript will subsequently be made available on the Trust's website at www.irbinvit.co.in .

The results were signed by Swapna Arya, Company Secretary & Compliance Officer, on May 15, 2026. The financial statements were audited by MSKA & Associates LLP (Formerly known as MS KA & Associates), Chartered Accountants, who issued an unmodified opinion on the consolidated and standalone financial statements.

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IRB InvIT Fund has received a preliminary and non-binding offer (NBO) dated May 14, 2026, from IRB Infrastructure Trust, acting through its investment manager MMK Toll Road Private Limited (referred to as "Private InvIT"). The offer was noted by IRB Infrastructure Private Limited, the Investment Manager to the Trust, and relates to a potential acquisition opportunity arising from the right of first offer granted by Private InvIT to the Trust.

Potential Assets Under Consideration

The NBO covers two completed and revenue-generating infrastructure assets currently held by Private InvIT. These assets are proposed to be offered and acquired together. The details of the two project SPVs are as follows:

Nature and Status of the Offer

The NBO is described as preliminary and non-binding in nature. It remains subject to completion of due diligence and receipt of all requisite approvals. The Investment Manager has stated that it will evaluate the NBO in accordance with applicable law. No definitive agreement or binding commitment has been established at this stage.

Key Highlights

• Both assets are completed and revenue-generating infrastructure projects
• The assets are proposed to be acquired together as a package
• The offer is based on the right of first offer previously granted by Private InvIT to the Trust
• The NBO was dated May 14, 2026
• Evaluation will proceed as per applicable law

The disclosure was made by Swapna Arya, Company Secretary and Compliance Officer of IRB Infrastructure Private Limited, in her capacity as Investment Manager to IRB InvIT Fund.