Thank you. Good morning and warm welcome to all the investor and analyst joining us on earnings call to discuss the result for Q3 of financial year 2025-2026.

I trust you have had a opportunity to view our detailed financial result and the accompanying investor presentation. Let me briefly walk you through the key development during the quarter.

Private InvIT has received a letter of award for TOT 18 from NHAI for an upfront consideration of ₹3,087 crores. This is in the state of Odisha.

The SPV has entered a concession agreement with the NHAI. With this win, IRB market share in TOT segment has increased to almost 44%.

This marks our second consecutive TOT win within a span of 1.5 months and registered our presence in new Indian state on east coast of India. Yet another testament to our quantitative strength and disciplined bidding strategy.

During the quarter, we have successfully concluded transfer of VM7 HAM asset receiving ₹550 crores towards the equity investment. With this transfer, our consolidated debt will reduce approximately by ₹700 crores, further strengthening our maturity profile and debt-to-equity ratio.

This has been eventful and transformative year for IRB. We have successfully executed our BEST, that is build, execute, stabilize, and transfer strategy, monetizing matured assets through our public InvIT.

We have monetized assets worth of ₹8,400 crores, unlocking an equity of ₹4,900 crores, and added a project worth ₹14,000 crores in terms of TOT 17 and 18. As a result, our asset base has expanded from ₹80,000 crores to ₹94,000 crores.

We remain on track to scale our asset base to ₹1,40,000 crores over next 3 years. The capital unlocked through monetization has been redeployed into higher-return growth opportunities.

In line with our philosophy of sharing value creation with our shareholder, the board has approved 1:1 bonus issue fostering shareholder participation in company's prosperous future trajectory. Additionally, the board has also approved third interim dividend of 7% for Q3 of FY '26, which brings the total dividend for first 9 months to 21%.

On operational front, our private InvIT has reported toll collection of ₹10.17 crores for quarter ended December 2025 compared to ₹8.87 crores ₹8.87 crores in the same quarter last year, reflecting a growth of 15% driven by the healthy traffic momentum. The combined private InvIT plus IRB portfolio achieved per day toll collection of ₹17.94 crores, up from ₹16.01 crores last year, representing 12% growth year-on-year basis.

In terms of distribution, private InvIT has declared a distribution of ₹50 crores, contributing proportionately to IRB's cash flow based on our shareholding of 51%. Public InvIT has declared a distribution of approximately ₹192 crores for Q3 FY '26.

Based on our 17% holding, IRB is expected to receive approximately ₹32 crores. Our order book now stands at ₹37,300 crores, including an EPC order book of ₹1,600 crores.

Finally, I would like to briefly touch upon ongoing transition of IRB, which we have detailed out in our presentation. Over past few years, IRB has structurally evolved from hybrid developer to sponsor-led asset manager with O&M-driven platform, resulting in a stronger balance sheet and improved capitalization efficiency and enhanced cash RoE profile.

We believe this transformation positions us well for the sustainable growth and long-term wealth creation for the shareholder. We have detailed out our Vision 2030 also in the presentation, where we have talked about net consolidated debt to equity that it will be zero and our cash RoE from 6% to 8% will be increasing to 14% to 15%, and we expect around 25% CAGR growth in the profit until 2030.

With that, I conclude my opening remarks and I request Tushar to cover the financial highlight for Q3 FY '26. Over to you, Tushar.

Thank you, sir. Now I'll take you through the Q3 FY '26 versus Q3 FY '25 numbers.

The total consolidated income for Q3 FY '26 has decreased to ₹1,912 crores from ₹2,090 crores, a decline of 9%. The income from InvIT and related asset segment for Q3 FY '26 have increased to ₹381 crores from ₹245 crores, registering a growth of 56%.

The income from BOT segment have increased to ₹707 crores from ₹648 crores, registering a growth of 9%. The income from construction segment have decreased to ₹783 crores from ₹1,133 crores, down by 31%, mainly on account of completion of the projects like the Palsit-Dankuni, Ganga, and VM7 in the last three quarters.

The other income for Q3 FY '26 have decreased to ₹41 crores from ₹65 crores. The EBITDA for Q3 FY '26 has increased to ₹1,063 crores from ₹1,049 crores, up by 1%.

Interest cost decreased to ₹436 crores from ₹461 crores, a decrease of 5%, mainly led by the reduction in the interest rate in the SPVs. Depreciation for the quarter is at ₹289 crores as against ₹265 crores, a increase of 9%.

PBT has increased to ₹338 crores as against ₹323 crores, an increase of 5%. PAT has increased to ₹253 crores from ₹222 crores, an increase of 14%.

Now I request moderator to open the session for question and answer.

Sir, good morning. Just had a few questions.

First is on this TOT 19 and some of the other TOT packages which were up for bidding. Any update on that, and we were expecting to win I think couple of more projects before the year-end.

Any movement there, or by when do we expect to win those projects?

Yes, we remain optimistic about the upcoming TOTs. There are 3-4 more TOTs to come.

As regards TOT 19 is concerned, we have decided not to bid on it. We have not submitted our bid in that regard.

There is a specific reason for it. The reason is that NHAI has stated that they will be making MLFF, that is multi-lane free flow, compulsory for this project, and the project size is not a very big one.

It's a small-sized project. We have decided to pause for the time being and see what kind of response NHAI is able to augur making MLFF compulsory, because the concern here is that MLFF has not been introduced anywhere in the country yet.

Few pilots are in the making, and without getting the pilot project tested, straightaway introducing it on a TOT project, to our mind, was a little risky proposition. Hence, we have decided to pause and wait and see how people respond to it.

Sure. In the other TOTs which will be upcoming beyond 19, beyond TOT 19, there also this clause would be there or it's just a one-off in this for now?

We are not anti-technology. We are very much for MLFF.

The problem is that we want MLFF to get tested. What is the mechanism to recover the vehicles who are not having enough balance or who don't have a FASTag on their windshield?

These are some critical issues which need to be addressed. Our IT team is in touch with IHMCL and for a live conversation is on.

Before the next bids come up, I'm sure there will be couple of pilots which would have started. There would be some more clarity that would come along, and that would make things easy to participate in those projects going forward.

Got it. Please go ahead.

We thought that let's wait and see how people are willing to factor the risk premium into this kind of proposition. That is the reason why we have decided to pause and see how it shapes up.

Otherwise, the strategic thought process of participating in the monetization drive remains intact.

Got it. As of now, we have not bid for any, or there are no pending TOTs which we are waiting to, the tenders to open.

No, nothing at the moment. There are few bids happening this month, so that we'll see how they shape up.

No TOT pending at the moment.

Sure. Sir, any movement in the BOT toll and HAM projects since we are already in mid-Feb now?

The whole industry is waiting for these last couple of months to get some orders and get some order inflows basically. Any active tenders you have seen coming floating and which we have also bid for and we could see some traction there?

As far as EPC and HAM is concerned, you know my views on them, I will not repeat that. The ferocious bidding on HAM continues with around two dozen players submitting bids for each of them.

You can imagine what kind of the competition will meet with. Lesser the [unclear].

Anything on BOT toll, sir? Anything on BOT toll now of late?

BOT, there are one or two projects in the pipeline which we are studying, and in case if they make commercial sense, we may go for it.

Sure. Sir, just to sum it up, as of now it's very unlikely that we would kind of win any new projects in this financial year, because TOT, even if you were to submit a bid now, it won't open in time.

No, I would sum it this way that there are three more TOTs which definitely are likely to get financially bid out in this financial year, where we are very much intend to go ahead and bid.

Got it, sir. Got it.

That's all from my side, sir. Thank you and all the best, sir.

The visibility for March is three to four more TOTs that may come up for bidding,

which are in pipeline.

We'll bid for those.

Sure, sir. Sure, sir.

All the best, sir.

Thank you.

Hi, sir. Thank you very much for the presentation and quarterly update.

Can you first give me some kind of visibility on the EPC revenue and profitability on a forward basis? Because if you see over the last few quarters, the revenue and EBITDA from the EPC project have come down quite a bit for this year.

Can you give us some kind of visibility on a looking forward basis how it might look like? Thank you.

I think in terms of EPC, what we have already guided to the market and analysts that we have almost ₹35,000 crores kind of O&M order book, and which will be executed for over the period of 10 to 12 years. In terms of that will be steady state of kind of revenue, which will be a kind of annuity kind of model, and it will be growing on year-on-year basis, and that has a [unclear].

That is a clear visibility in terms of our EPC or project management services is concerned. In terms of the new bidding, I think we will be very selective, and we are focusing largely on a TOT, which typically has some initial capex, and thereafter the O&M which provides 15 to 20 years kind of visibility.

Going forward also, our focus will be more on the asset business than the plain-vanilla EPC. We are not bidding for the EPC and HAM.

As sir has rightly explained that there are more than two dozen companies participating for HAM, and even some of the EPCs are getting bidded out 45%-50% below the NHAI base. Anyway, we are not concentrating on that segment.

First focus will be a TOT and followed by the selective basis on BOT, viable BOT projects.

I think you will appreciate this fact that when we say TOT or a monetization asset, it has a chunky O&M that comes along, and that is a good EBITDA margin business which we believe is a better way to build the order book. Because as you keep building the order book with more of O&M coming your way, A, your margins are much better, and the visibility of that order book is for 20-25 years.

You're not on a treadmill to continuously run to replenish your order book. We are structurally building the order book for a medium to long-term kind of nature, which we believe will actually help the company build a very solid pipeline.

Just to add, on the basis of our existing project, we have guided even the company to become net debt zero by 2030, and in terms of profitability we expect around 25% CAGR in profitability, and cash RoE from 6%-8% will grow to 14%-15% by FY 2030.

Thank you, sir. The second question I have is, can you just take us through the cash flows at IRB level from distributions at private, public InvIT as well as the TOT and BOT projects at IRB?

Yeah. The present cash and bank balance, you can say, is around ₹25 billion.

From a distribution, what we generally are getting from the public and private InvIT investments, this quarter the distribution was close to ₹60 billion, and this is going to grow because more of the projects will become operational from the coming quarters. With TOT 17 and 18, which will also contribute to the distribution from next quarter onwards, this cash flow distribution is going to increase for us from next year.

I think what Tushar was explaining, the distribution what was contributed by both the InvIT was around ₹60 crores, not 60 billion.

₹60 crores, sorry, ₹60 crores for the quarter. Sir,

from the Pune-Mumbai Expressway and Ahmedabad-Vadodara, those BOT projects, do you get any cash flows from those assets at IRB or do they mostly are used to repay debt at those entities?

Yeah. If you look at BOT cash flow, I think if you talk about project management services, which is nothing but your O&M, I think O&M, on consistent basis, there will be a 7 to 8 billion EBITDA which will be coming from the O&M.

There we are not factoring any new business. Mumbai-Pune gradually distributing around 4 to 5 billion kind of distribution.

Going forward, around 4 to 5 billion kind of distribution we are expecting from the private InvIT. Public InvIT will remain around close to 1 1.5 billion kind of distribution which will be coming from the public InvIT.

This entire cash flow will be available for IRB. Going forward, IRB is not required to put any additional equity in the new project as the management is contemplating multiple churn of the asset.

Out of that churn of the asset, the equity for the newer project will be created. As we have transferred three asset, we realized 49 billion kind of equity.

The asset size which we transferred was around 84 billion, and the asset which we have added was around 140 billion. After this addition, we have even transferred VM7 HAM asset where we realized around 5 billion of cash on account of equity.

I think going forward, the cash generation will be consistently building on the backdrop of increase in traffic, addition of the asset. There will not be any outflow in terms of equity from the listco company perspective.

Right, sir. That's clear.

That's it from me. Thank you.

Thank you.

Hi, sir. I hope I'm audible.

Yes, yes. Go ahead.

Sure, sir. Thank you so much for the opportunity.

I just had one or two questions. This was on the bid pipeline.

As you mentioned that you're looking at three more TOTs to come up for the bidding in this financial year, right, till March. What would be the value of those TOTs that are coming up, and any more TOTs in the future, if I were to understand from a value standpoint?

As usually NHAI does not disclose the IECV of the TOTs when they bid out for project. Going by the data available in terms of the daily toll revenue and corresponding data points that we have, these projects together the three of the projects should somewhere augment around ₹10,000 to ₹12,000 crores.

Okay. Okay.

Okay.

That's the potential we believe these projects would have.

Understood, sir. On the BOT, because I understand that I think last time we were sort of expecting roughly ₹30,000 crores in BOT, that 300 billion we were expecting.

I think that is not happening because of the subdued bidding or yeah. Is there any expectation on the BOT or the overall bid pipeline, if I were to put it that way, would stand close to ₹10,000 to ₹12,000 crores only?

Yeah. Just to give you a perspective, we are not looking at BOT alone.

The idea is to deploy patient capital to create value over a period of time. We are not trying to distinguish between BOT or TOT.

Whether it is build-operate-transfer or buy-operate-transfer, it really doesn't make much difference to us. The idea is what will create more long-term value.

If we see the visibility coming more on the monetization side, we will deploy the capital more on the TOT side. If we see there is a viable proposition on the BOT side, we will definitely go in for that as well.

While as you said, we were looking at around ₹10,000-₹12,000 crores of project. Because the BOT did not materialize in terms of viability proposition, we thought the TOT opportunity was very good, and we in fact ended up winning ₹14,000 crores of projects in the last three months, but they were on the TOT side.

We have grown, we have substantially created value, but more on the TOT side and which has much, much lesser risk metrics, to my mind.

Understood, sir. If I were to put a number on the overall bid pipeline which would comprise of the TOTs and the BOTs and all the other revenue and the thing, what would that be, a rough this thing would be helpful?

If I just speak for monetization, the government official documents talk about around ₹3 lakh crores of total toll road monetization. Of that, certain amount will go towards their own NHAI InvIT.

On a very conservative manner also, if I look at, around ₹30,000 to ₹50,000 crores is the annual opportunity that monetization is about to bring up. This is an annual opportunity for next 4 years.

That, to my mind, is a significant one. You have also seen the policy statements from the government where they are trying to pivot towards more viable BOT options, we are studying those as well.

There, I'm not able to put a number because they are now approving projects on a project-to-project basis after having due studies and cabinet approvals and things like that. On a policy front, I think this is the kind of visibility that they have talked about.

A detailed slide in our presentation will give you more flavor on what kind of opportunity visibility exists.

Understood, sir. That should ideally be the bid pipeline for you, the annual, what can you say, target as a whole.

For the kind of appetite IRB has in terms of growth for the next foreseeable future, I think there is significant amount of opportunity available to deploy the growth capital.

Understood, sir. Understood.

I think we had mentioned earlier the O&M margins, we are guiding at 20% to 23%. Does that continues to be in place for the financial year?

I will tell you a little more granular understanding. If you look at the BOT/TOT business, that has an EBITDA margin of around 85%.

If you look at the EPC or the construction O&M business, you will see around 18%-20% kind of margins profile for that business. That's how I'll sum it up.

Okay. Okay.

Okay. Understood, sir.

Understood. Thanks a lot for the opportunity.

Thanks, sir.

Good afternoon, sir, and thanks for the opportunity. I have one question on the industry side.

What kind of changes are being discussed in the new BOT concession agreement? Are you guys still suggesting or looking for any major changes?

I think this is a ongoing reform, and with every passing project, we see some more visibility coming into it. Now from a developer perspective, from a lender perspective, from a client perspective, everyone would have different take on the reforms that are being talked about.

Having been a pioneer in the sector and being in BOT for more than 30 years, I think every change is a step in the positive direction. Not wanting to elaborate into any specific provision, whether it is good, bad, or decisive, but I think the ultimate objective is whether the project will make a reasonable return commensurate with the risk attached.

I think that remains the focal point how one decides whether he wants to commit capital for it or not.

What is something specific which is holding up the new BOT bids?

Okay. To give you a little more granular understanding, the low-hanging fruit, as I would talk about, like let's say a two-to-four-laning project or a four-to-six-laning project, not many remain to be bid out now because India has already grown past that phase of growth.

Today, the BOTs that we come across are more exotic in nature, more complex in nature, and the tolling structure on these projects is also complex, because, as if the project is structure-heavy, then the toll tariff, depending on the project cost of that structure, is 5 times of that structure cost and things like that. There are complex issues as to whether the traffic will use the structure or whether will want to go below the structure, what happens to the toll tariff for people who are not using the structure, whether they should be allowed to pay lesser toll.

All these things create a significant overhang on the viability of the project. That's the reason why I have said this, that viability of the project, commensurate with the risk attached, is the key thing that one would look at going forward while bidding for BOT.

It is no longer a straightforward brownfield opportunity where you can assess the risks and bid more comfortably. These are complex projects, and unless you have a very good handle on the risks attached, it is advisable to be prudent and what we can say, study the risks properly before committing capital.

Understood. Understood.

Thank you, sir. That was very helpful.

My second question is, sir, you spoke about the multi-lane flow, I think MLFF. Is it being implemented also for new BOTs, or it's only for the TOTs?

Yeah.

See, the endeavor of the government is to bring into play MLFF across. It is a ongoing transition.

Like what we saw in FASTag, people had a taboo about FASTag also. FASTag today is the way forward.

Today 97%, very proudly we keep saying that 97%-98% of our revenue comes from FASTag. I am not having any reservations about MLFF.

It is a technology which exists in other parts of world. It has its challenges.

We need to address those. We need probably a settler who can take the intermediate risk.

If we structure it right, it is a technology which can be brought in in a very aggressive manner in India as well.

I think on TOT 19, sir has also explained that MLFF was not the only reason why we have not bidded. One was the size was small, and secondly, this asset was operational under BOT, and BOT concession was over, and post that from last three, four years NHAI is already collecting toll.

It's a dated asset. We believe that there was some maintenance issue as well.

I think considering other issues, we have decided not to bid for the TOT 19, not only the MLFF issue.

Understood. Understood.

This is very helpful. Thank you.

Thank you.

Thank you, everyone, for taking your time out for this quarterly call, and look forward to connect with you again for the next one. Have a great day and great week ahead.

Thank you.