IRB Infrastructure Developers Ltd

SPV Transfer Completed

• 100% equity in Solapur Yedeshi Tollway Ltd (SYTL) and CG Tollway Ltd (CGTL) transferred to IRB InvIT Fund.
• Transfer completed from IRB Infrastructure Trust (Private InvIT) to IRB InvIT Fund (Public InvIT).
• Disclosures referenced: Sept 22 and Sept 29, 2026 disclosures.
• Investment Manager: MMK Toll Road Private Limited.

Parties to the agreements

• IRB Infrastructure Developers Limited; IRB InvIT Fund; SYTL; CGTL.

Purpose

• Execute project implementation agreements with IRB InvIT Fund to act as Project Manager for SYTL and CGTL.

Key terms

• Approximately Rs 2,663 crore on fixed price basis over ~18 years.
• Projects: NH-211 Solapur-Yedeshi DBFOT and NH-79 Kishangarh-Udaipur-Ahmedabad BOT.
• Equity transferred: 100% of SPVs from IRB Infrastructure Trust to Public InvIT.
• IRB InvIT Fund to act as Project Manager for the SPVs.

Related party status

• Not related to promoter/group; transaction not a related party; terms at arm's length.

Regulatory / approvals

• SEBI Master Circular compliance; details annexed as Annexure I.

Impact

• Balance concession period ~18 years; potential long-term project management revenue.
• Post-transfer to Public InvIT, governance and oversight by SPVs clarified.

Fund raise details

• Total fund-raise Rs 2,351 crore: IP Rs 2,000 crore and preferential allotment Rs 351 crore.

Use of proceeds

• Proceeds partly fund acquisitions of two BOT highways.

Sponsor stake

• Sponsor invested Rs 351 crore to maintain ~16% stake.

Unitholding post-allotment

• Post-allotment unitholding comprises 1,653,060,316 units.

Second fund-raise context

• Second fund-raise since listing in 2017; prior year Rs 4,253 crore.

Post-acquisition portfolio

• Post-acquisition portfolio: 11 operational highways, 5,314 lane kms, EV over Rs 20,000 crore.

Top allottees

• Annexure lists top allottees; Anahera Investment PTE LTD holds 17.5%.

Issuer and InvIT structure

• IRB Infrastructure Developers Ltd is sponsor and project manager of IRB InvIT Fund.

IRB Infrastructure Developers Ltd trading window closed from October 1, 2026; will reopen 48 hours after the announcement of financial results for the quarter and half year ended September 30, 2026

Transaction details

• SPS dated Sep 22, 2026 contemplates transfer of 100% equity in SYTL/CGTL to IRB InvIT and debt repayment.
• Aggregate equity value for the SPVs is INR 2,744 crore, subject to closing adjustments.
• Total external debt at closing totals INR 591 crore (SYTL) and INR 1,270 crore (CGTL).
• Indicative completion by September 30, 2026; long-stop date December 31, 2026.
• Related party transactions are at arm's-length terms.
• Buyer is IRB InvIT Fund (Public InvIT); Sponsor is IRB Infrastructure Developers Limited.
• Transaction is subject to receipt of relevant approvals.

Transaction details

• Binding term sheet for sale of SYTL and CG Tollway SPVs to IRB InvIT.
• Aggregate equity value ₹2,744 crore; enterprise value ₹4,605 crore as of 30 Sep 2026.
• Completion target on or before 30 Sep 2026; long stop date 31 Dec 2026.
• Combined turnover contribution ₹306.59 crore to FY2025-26; EV ₹4,663 crore as of 31 Mar 2026.
• External gross debt ₹591 crore (SYTL) and ₹1,270 crore (CGTL) included in EV.
• Related party transaction; at arm's length.
• Consideration is cash; closing/pre/post-closing adjustments as per definitive documents.
• Transaction subject to receipt of relevant approvals.
• Buyer is IRB InvIT Fund; IRB Infrastructure Developers Limited is sponsor.

AGM Details

• Date and time: September 22, 2026, 11:30–12:04 IST, via VC/OAVM.
• Remote e-voting and AGM e-voting provided; KFin Technologies as service provider.
• Cut-off date for shareholders: September 15, 2026 (1,548,494 total).
• Shareholders attending via VC: 7 promoter group, 54 public; quorum met.

Resolutions

• Resolution 1: Adoption of audited consolidated financial statements; 99.98% in favour, 0.0115% against.
• Resolution 2: Adoption of audited standalone financial statements; 99.9885% in favour, 0.0115% against.
• Resolution 3: Special resolution to re-appoint Ravindra Dhariwal as Director; 99.76% in favour, 0.2357% against.
• Resolution 4: Ratification of remuneration to Cost Auditors for 2026-27; 99.9881% in favour, 0.0119% against.

Dividend

• No dividend declared or proposed.

Director Changes

• Special resolution approved re-appointment of Ravindra Dhariwal as Director (retiring by rotation).

Auditors

• Remuneration payable to Cost Auditors for 2026-27 ratified.

Material Related Party Transactions

• No material related party transactions approved.

Other Material Approvals

• No other material approvals reported.

Monetization plan (in-principle)

• In-principle board approval to monetize non-core assets via AIIPL and IRBPL.
• Phased development of ~350 acres out of AIIPL's ~1,100 acres at Pune.
• Redevelopment of ~3,500 sq m of IRBPL land at Chandivali, Mumbai.
• Both AIIPL and IRBPL are wholly owned IRB Infra subsidiaries.
• Approval subject to definitive documentation and regulatory/statutory approvals.
• Initiative expected to enhance cash flows with no incremental cost.

Toll revenue update

• Total toll revenue for August 2026 across SPVs: Rs 8,074 million (Rs 807 crore), up ~25% YoY.
• Project SPVs toll collection commenced on 17 May 2026.
• Assets were acquired by IRB InvIT Fund on 1 November 2025; prior-period numbers shown for comparison.
• Growth attributed to sustained traffic growth and tariff revision in FY27.