IRB InvIT Fund has submitted its quarterly corporate governance compliance report for the quarter ended December 31, 2025, fulfilling regulatory requirements under SEBI InvIT Regulations. The report was filed by investment manager IRB Infrastructure Private Limited on January 15, 2026, with both BSE and NSE.

Board Composition and Leadership Structure

The investment manager's board comprises six directors, maintaining a balanced composition between executive and independent members. The leadership structure demonstrates strong governance practices with clear role definitions.

The board maintains proper independence with three independent directors, ensuring compliance with regulatory requirements. Notably, the Chairman is not related to the Managing Director or CEO, supporting governance independence.

Committee Structure and Governance

The fund operates through four key committees, each with designated leadership and proper composition to ensure effective oversight and governance.

Committee Composition Overview

All committees have regular chairpersons appointed, with independent directors leading each committee to ensure objective oversight and decision-making.

Board and Committee Meeting Activities

During Q3 FY26, the board maintained active engagement through regular meetings, demonstrating commitment to governance oversight. The board conducted six meetings between October and December 2025, with full attendance of all six directors including three independent directors.

Meeting Schedule and Attendance

The Audit Committee held three meetings during the quarter on October 8, November 13, and December 1, 2025, with full attendance of four members including three independent directors. The maximum gap between consecutive audit committee meetings was 47 days.

Regulatory Compliance Affirmations

The report includes comprehensive affirmations confirming compliance with SEBI InvIT Regulations across all governance aspects. Key compliance confirmations include:

• Board composition meets SEBI InvIT Regulations requirements
• All committee compositions comply with regulatory standards
• Committee members are aware of their powers and responsibilities
• Board and committee meetings conducted per regulatory guidelines

The previous quarter's report for the period ended September 30, 2025, was placed before the board at its November 13, 2025 meeting, with no specific comments or observations from directors. The current quarter's report will be presented at the next board meeting, maintaining the governance review cycle.

IRB InvIT Fund has filed its unitholding pattern statement for the quarter ended December 31, 2025, with BSE and NSE in accordance with Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014. The submission was made by IRB Infrastructure Private Limited, acting as the Investment Manager to the InvIT Fund.

Unitholding Structure Overview

The fund's unitholding pattern reveals a well-distributed ownership structure across various investor categories. The total outstanding units stand at 1,281,600,000, with clear demarcation between sponsor group holdings and public investments.

Sponsor Group Holdings

The sponsor group holdings comprise entirely of Indian entities and individuals. Bodies corporate within the sponsor group hold 212,400,000 units (16.57%), while individuals and HUF hold 14,815,000 units (1.16%). Notably, all 212,400,000 units held by bodies corporate are mandatorily held, representing 100.00% of their total holdings. No units are pledged or encumbered within the sponsor group.

Institutional Investor Participation

Institutional investors form a significant portion of the public holdings with 533,042,797 units representing 41.59% of total outstanding units. The institutional investor breakdown shows:

Non-Institutional Holdings

Non-institutional investors hold 521,342,203 units, accounting for 40.68% of total units. Individual investors represent the largest segment within this category with 280,902,262 units (21.92%), followed by bodies corporate holding 221,009,822 units (17.24%). Other notable holdings include Non-Resident Indians with 10,714,742 units (0.84%) and NBFCs registered with RBI holding 7,827,527 units (0.61%).

Regulatory Compliance

The unitholding pattern statement was filed pursuant to SEBI Master Circular SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025. The document was digitally signed by Swapna Arya, Company Secretary & Compliance Officer of IRB Infrastructure Private Limited, on January 14, 2026. The filing includes a detailed breakdown of all investor categories and their respective holdings, ensuring full transparency in compliance with regulatory requirements.