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IRB Infrastructure Developers Limited Capital/Financing Update 2021

Oct 26, 2021

62323_rns_2021-10-26_c5eca98e-67ce-46b7-9e29-37bd2d38b0d6.pdf

Capital/Financing Update

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October 26, 2021

Corporate Relationship Department Listing Department
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers Exchange Plaza, C-1 Block G
Dalal Street Bandra Kurla Complex, Bandra (E)
Mumbai - 400001 Mumbai
Scri~ Code: 532947 Symbol: IRB

Sub: Outcome of Board meeting held on Tuesday, October 26,2021 under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations").

Dear Sir / Madam,

In furtherance of our letter dated October 21, 2021 and in accordance with Regulation 30 read with Schedule III of the SEBI Listing Regulations, we hereby inform you that the board of directors ("Board") of the IRB Infrastructure Developers Limited ("Company") at its meeting held on Tuesday, October 26, 2021 has, inter alia, approved the following matters:

  1. Unaudited Consolidated & Standalone Financial Results for the quarter and six months ended September 30, 2021. A copy of the results along with the Limited Review Repolt is enclosed herewith.

A copy of Corporate Presentation has been made available under Investor Relation Section of the website of the Company (www.irb.co.in).

  1. Issue and allotment of not less than 11,65,26,032 (eleven crores sixty five lakhs twenty six thousand and thilty two) Equity Shares and up to 15,01,59,212 (fifteen crores one lakh fifty nine thousand two hundred and twelve) Equity Shares to Cintra INR Investments BY ("Cintra") through preferential issue on a private placement basis.

Subject to the approval of the shareholders of the Company and such other regulatory, statutory or other approvals and intimations as may be required, the Board has approved to create, offer, issue and allot not less than 11,65,26,032 (eleven crores sixty five lakhs twenty six thousand and thirty two) Equity Shares and up to 15,01,59,212 (fifteen crores one lakh fifty nine thousand two hundred and twelve) of face value INR 10 (Indian Rupees Ten) each through preferential issue on a private placement basis in accordance with the provisions of Chapter Y of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations") and the applicable provisions of the Companies Act, 2013, as amended ("Companies Act"), for cash consideration, at a price of INR 211.79 (Indian Rupees two hundred eleven and Paise seventy nine) per Equity Share and aggregating up to a maximum amount of INR

Registered Office: 1101, Hiranandani Knowledge Park, 11'h Floor, Technolgy Street, Hill Side Avenue, Opp. Hiranandani Hospital, Powai, Mumbai - 400 076 Tel: 91-22-6733 6400/40536400· Fax: 91-22-4053 6699 • e-mail: [email protected]. www.irb.co.in

3180,22,19,509.48 (Indian Rupees three thousand one hundred and eighty crores twenty two lakhs nineteen thousand five hundred nine and Paise forty eight) ("Cintra Preferential Issue").

The details of the Cintra Preferential Issue required to be disclosed pursuant to the SEBI Listing Regulations read with the circular no. CIRlCFD/CMD/4/2015 dated September 9, 2015 issued by the Securities and Exchange Board of India ("SEBI Circular") are annexed herewith as Annexure I.

In connection with the Cintra Preferential Issue, the Board has authorized the execution of, and the Company has entered into, a binding offer letter by and among the Company, Cintra, Mr. Virendra D. Mhaiskar, IRB Holding Private Limited (formerly known as Mhaiskar Ventures Private Limited) and celiain other members of the Promoter and Promoter Group of the Company ("Cintra Binding Offer"). The details of the Cintra Binding Offer pursuant to the SEBI Listing Regulations read with the SEBI Circular are annexed herewith as Annexure II.

To give effect to the terms of the Cintra Binding Offer, the Board has also authorized the execution of an investment agreement by and among the Company, Cintra, Mr. Virendra D. Mhaiskar, IRB Holding Private Limited (formerly known as Mhaiskar Ventures Private Limited) and celiain other members of the Promoter and Promoter Group of the Company, which is to be executed in due course but in any event before the issuance and allotment of the aforesaid shares to Cintra.

  1. Issue and allotment of not less than 6,52,11,495 (six crore fifty two lakh eleven thousand four hundred and ninety five) Equity Shares but only up to 10,22,90,788 (ten crore twenty two lakh ninety thousand seven hundred and eighty eight) Equity Shares to Bricklayers Investment Pte. Ltd. ("GIC") through preferential issue on a private placement basis.

Subject to the approval of the shareholders of the Company and such other regulatory, statutory or other approvals and intimations as may be required, the Board has approved to create, offer, issue and allot not less than 6,52,11,495 (six crore fifty two lakh eleven thousand four hundred and ninety five) Equity Shares but only up to 10,22,90,788 (ten crore twenty two lakh ninety thousand seven hundred and eighty eight) Equity Shares of face value INR 10 (Indian Rupees Ten) each through preferential issue on a private placement basis in accordance with the provisions of Chapter V of the SEBI ICDR Regulations and the applicable provisions of the Companies Act, for cash consideration, at a price of INR 211.79 (Indian Rupees two hundred eleven and Paise seventy nine) per Equity Share and aggregating up to a maximum amount of INR 2166,41,65,990.52 (Indian Rupees two thousand one hundred and sixty six crores forty one lakhs sixty five thousand nine hundred ninety and Paise fifty two) ("GIC Preferential Issue").

The details of the GIC Preferential Issue required to be disclosed pursuant to the SEBI Listing Regulations read with the SEBI Circular are annexed herewith as Annexure III.

In connection with the GIC Preferential Issue, the Board has authorized the execution of, and the Company has entered into, a binding offer letter by and among the Company, GIC, Mr. Virendra D. Mhaiskar, IRB Holding Private Limited (formerly known as Mhaiskar Ventures Private Limited) and celtain other members of the Promoter and Promoter Group of the Company ("GIC Binding Offer").

The details of the GIC Binding Offer pursuant to the SEBI Listing Regulations read with the SEBl Circular are annexed herewith as Annexure IV.

To give effect to the terms of the GIC Binding Offer, the Board has also authorized the execution of a share subscription agreement by and among the Company, GIC, Mr. Virendra D. Mhaiskar, IRB Holding Private Limited (formerly known as Mhaiskar Ventures Private Limited) and certain other members of the Promoter and Promoter Group of the Company, which shall be executed in due course but in any event before the issuance and allotment of the aforesaid shares to GIC.

  1. Issue of notice for extraordinary general meeting

The Board also approved the convening of an extraordinary general meeting of the shareholders of the Company on November 20, 2021 along with a draft of the notice to be issued to convene such meeting, to seek the approval of the shareholders for, inter alia:

  • (i) the Cintra Preferential Issue; and
  • (ii) the GIC Preferential Issue.
    1. Monetization of certain non-core assets of the Company group

The Company's Audit Committee and the Board have considered and approved the sale of the following non-core assets of the Company group to Mr. Virendra D. Mhaiskar, the Promoter of the Company (directly or through his affiliates) ("Transactions") to be effected within a period of two (2) years, such that the aggregate consideration pursuant to both the Transactions shall be not less than Rs.415 crores (Indian Rupees Four Hundred and Fifteen Crores) and not more than Rs.420 crores (Indian Rupees Four Hundred and Twenty Crores):

  • (i) land admeasuring about 13,047.80 Sq. Mtrs, at Village Chandivli, Near Raheja Nest, Chandivli Farm Road, Mumbai - 400 072, comprising the following: (l) Company's corporate office and two residential properties on Survey No.6 (Pt), CTS No. 11 BI12 - (Plot A) admeasuring about 7315.20 Sq. Mtrs; and (2) Land at Survey No.6 (Pt), 1 I B/12, 11 B/12/5 to 11 B/12/27 - (Plot B) admeasuring about 5732.60 Sq. Mtrs., which is owned by Ideal Road Builders Private Limited ("IRBPL", a wholly-owned subsidiary of the Company) (collectively the "Chandivali Property"); and
  • (ii) certain equity shares of Aryan Infrastructure Investments Private Limited (a wholly-owned subsidiary of the Company) ("AIIPL", and such equity shares of AIlPL, "AIIPL Shares").

Both the Transactions shall be effected within a period of two (2) years, in each case at the prevailing market price (on the date of purchase) on arm's length basis. Further, post the sale of Chand ivai i Property, the exact number of AIIPL Shares to be purchased by the Promoter will be determined on the basis that the Company and JRBPL (collectively) receive an aggregate consideration of not less than Rs.415 crores and not more than Rs.420 crores from both the Transactions.

The Company has entered into a letter agreement by and among Ideal Road Builders Private Limited, the Company and Mr. Virendra D. Mhaiskar specifying the terms of the Transactions ("Letter Agreement").

The details of the Letter Agreement and the Transactions pursuant to the SEBI Listing Regulations read with the SEBI Circular are annexed herewith as Annexure V.

The Transactions do not qualify as material related party transactions under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or the related party transactions policy of the Company and hence, do not require the approval ofthe shareholders.

The Board meeting commenced at 1.00 p.m. and concluded at 3.45 p.m.

Pursuant to Regulation 30(8) of the SEBI Listing Regulations, this letter is being hosted on the Company's website.

We request you to kindly take this letter on record and disseminate on your website.

For IRB Lofl'as,l'ucture Developers Limited

~ Patel

Mehul Company Secretary

Annexure I

Details of the Cintra Preferential Issue

S.
No.
Particulars Details
l. Type of
securities
proposed to be
issued
Equity Shares of face value INR 10 (Indian Rupees Ten) each.
2. Type of issuance Preferential issue under Chapter V of the SEBI ICDR Regulations.
,.,
.J .
Total number of
securities
proposed to be
issued or the total
amount for
which the
securities will be
issued
Not less than 11,65,26,032 (eleven crores sixty five lakhs twenty six thousand and thirty two) Equity Shares and up to
15,01,59,212 (fifteen crores one lakh fifty nine thousand two hundred and twelve) Equity Shares, at a price of INR
211.79 (Indian Rupees two hundred eleven and Paise seventy nine) per Equity Share and aggregating up to a maximum
of INR 3180,22,19,509.48 (Indian Rupees three thousand one hundred and eighty crores twenty two lakhs nineteen
thousand five hundred nine and Paise forty eight).
4. Details to be
furnished in case
of a preferential
issue:
(A) Name(s) of
investor( s)
Cintra INR Investments BV.
Number of investor(s): 1 (one).

(B) Post
allotment of
Outcome ofthe allotment:
securities -
outcome of
Name of
allottee
Pre preferential allotment Post preferential allotment
Post preferential allotment
the
subscription,
issue price /
No. of Equity
Shares
% of Equity
Share capital
No. of Equity
Shares
% of Equity
Shares
capital
No. of
Equity
Shares
% of Equity
Shares
capital
allotted price
(in case of
convertibles)
CintraINR
Investments BV
Nil Nil 15,01,59,212 24.9% 11,65,26,032 24.9%
, number of
investor( s)
concurrently. * In case the Company completes the GIC Preferential Issue (as detailed in Annexure III) and Cintra Preferential Issue
** In case the Company completes the Cintra Preferential Issue prior to GIC Preferential Issue.
1ssue orice: INR 211.79 (Indian Rupees two hundred eleven and Paise seventy nine) per Equity Share.

Annexure II

Details of the Cintra Binding Offer

S.No. Particulars Details
1. Name(s) of parties with whom
the agreements are entered
The following persons are parties to the Cintra Binding Offer:
(i)
The Company
Cintra INR Investments BV ("Cintra")
(ii)
(iii) Mr. Virendra D. Mhaiskar
(iv) IRB Holding Private Limited (formerly known as Mhaiskar Ventures Private Limited).
(v)
Mrs. Deepali Mhaiskar
(vi) Virendra D. Mhaiskar HUF
2. agreements Purpose of entering into the The Cintra Binding Offer inter alia records the terms and conditions on the basis of which Cintra has
agreed to subscribe to the Equity Shares of the Company. The total subscription amount aggregates to a
maximum of INR 3180,22,19,509.48 (Indian Rupees three thousand one hundred and eighty crores
twenty two lakhs nineteen thousand five hundred nine and Paise forty eight).
3. Shareholding, if any, in the Nil.
entity with whom agreement
is being executed
4. of the
Significant
terms
agreement (in brief) special
rights like right to appoint
directors, first right to share
of
subscription
case
In
issuance of shares, right to
restrict any change in capital (b)
structure etc.
In terms of the Cintra Binding Offer, the Company is required to issue and allot not less than
(a)
11,65,26,032 (eleven crores sixty five lakhs twenty six thousand and thirty two) Equity Shares
and up to 15,01
,59,212 (fifteen crores one lakh fifty nine thousand two hundred and twelve)
Equity Shares, at a price of INR 211
.79 (Indian Rupees two hundred eleven and Paise seventy
nine) per Equity Share.
~
The completion of the proposed preferential allotment by Cintra is subject to (inter alia): (i)
execution of an investment agreement between Cintra, Company and the persons mentioned in
paragraph. I above (in a manner mutually agreeable to all parties), and completio
conditions precedent incorporated in such agreement; (ii) receipt of all necessary regulatory and
third-party approvals; (iii) non-occurrence of a material adverse effect.
(c) Upon completion of the proposed preferential allotment, Cintra shall have the right to nominate 2
(two) directors (or 25% (twenty five percent) of the total directors of the Board if the size of the
Board stands increased, rounded up to the nearest whole number)) to the position of non
executive directors of the Board. Cintra will also have similar nomination rights to the
committees ofthe Board.
(d) Cintra will have a standard pre-emptive right, i.e. right to subscribe to shares in case of further
issuance of shares to maintain its shareholding in the Company.
(e) Cintra shall at its discretion provide services to the Company on an arm's length basis, with a
view to imparting know-how and international best practices to the management and employees
of Company.
5. Whether, the said parties are
related
to
the
promoter/
No.
promoter
group/
group
companies in any manner. If
yes, nature of relationship
6. Whether
the
transaction
would fall within related party
No.
transactions? If yes, whether
the same is done at "arm's
length"
7. In case of issuance of shares
to the parties, details of issue
Issue price: INR 21 1.79 (Indian Rupees two hundred eleven and Paise seventy nine) per Equity Share
price, class of shares issued Total SUbscription amount: Aggregates up to a maximum of INR 3180,22,19,509.48 (Indian Rupees
~
three thousand one hundred and eighty crores twenty two lakhs nineteen thousand five undre
and
Paise foIty eight).
//.;,wra~")
8. Any other disclosures related Nil.
to such agreements, viz.,
details of nominee on the
board of directors of the listed
entity, potential conflict of
interest arising out of such
agreements, etc.

s. Particulars Details

S. Particulars Details
No. Type of
securities
proposed to be
issued
Equity Shares of face value INR 10 (Indian Rupees Ten) each.
2.1 Type of issuance Preferential issue under Chapter V of the SEBI ICDR Regulations.
3. Total number of
securities
proposed to be
issued or the total
amount for
which the
securities will be
issued
Not less than 6.52,11,495 (six crore fifty two lakh eleven thousand four hundred and ninety five) Equity Shares but only
up to 10.22,90.788 (ten crore twenty two lakh ninety thousand seven hundred and eighty eight) Equity Shares, at a price
of INR 211.79 per Equity Share and aggregating up to a maximum amount of INR 2166.41.65.990.52 (Indian Rupees
two thousand one hundred and sixty six crores forty one lakhs sixty five thousand nine hundred ninety and Paise fifty
two).
4. Details to be
furnished in case
of a preferential
Issue:
(A) Name(s) of
investor( s)
Bricklayers Investment Pte. Ltd.
Number ofinvestor(s): 1 (one).
(B) Post
allotment of
Outcome of the allotment:
securities -
outcome of
Name of
Pre preferential allotment
allottee
Post preferential allotmenf Post preferential allotment
the
subscription,
issue price /
No. of Equity
Shares
% of Equity
Share capital
No. of Equity
Shares
% of Equity
Shares
capital
No. of
Equity
Shares
% of Equity
Shares
capital
allotted price
(in case of
convertibles)
, number of
Bricklayers
Investment Pte.
Ltd.
Nil Nil 10,22,90,788 16.9% 6,52,11,495 15.7%
investor(s) : In case the Company completes Cintra Preferential Issue (as detailed in Annexure 1) and GIC Preferential Issue concurrently.
*: In case the Company completes GIC Preferential Issue prior to Cintra Preferential Issue.
Issue IJsice: INR 211.79 (Indian Rupees two hundred eleven and Paise seventy nine) p_er §
uity Share.

Annexure IV

Details of the GIC Binding Offer

S.No. Particulars Details
1. the agreements are entered Name(s) of parties with whom The following persons are parties to the GIC Binding Offer:
(i)
The Company
(ii)
Bricklayers Investment Pte. Ltd. ("GIC")
(iii) Mr. Virendra D. Mhaiskar
(iv) IRB Holding Private Limited (formerly known as Mhaiskar Ventures Private Limited).
(v)
Mrs. Deepali Mhaiskar
(vi) Virendra D. Mhaiskar HUF
2. agreements Purpose of entering into the The GIC Binding Offer inter alia records the terms and conditions on the basis of which GIC has agreed
to subscribe to the Equity Shares of the Company. The total subscription amount aggregates to a
maximum of INR 2166,41,65,990.52 (Indian Rupees two thousand one hundred and sixty six crores
forty one lakhs sixty five thousand nine hundred ninety and Paise fifty two).
3. Shareholding, if any, in the Nil.
entity with whom agreement
is being executed
4. of the
Significant
terms
agreement (in brief) special
rights like right to appoint
directors, first right to share
of
subscription
case
In
Issuance of shares, right to
restrict any change in capital
In tenns of the GIC Binding Offer, the Company is required to issue and allot not less than
(a)
6,52,11,495 (six crore fifty two lakh eleven thousand four hundred and ninety five) Equity Shares
but only up to 10,22,90,788 (ten crore twenty two lakh ninety thousand seven hundred and eighty
eight) Equity Shares, at a price of INR 211.79 (Indian Rupees two hundred eleven and Paise
seventy nine) per Equity Share.
~
The completion of the proposed preferential allotment by GIC is subject to (inter alia): (i)
(b)

conditions precedent incorporated in such agreement; (ii) receipt of all necessary regulatory and
third-party approvals; (iii) non-occurrence of a material adverse effect.
Upon completion of the proposed preferential allotment, GIC shall have the right to nominate a
(c)
non voting observer to the Board and committees of the Board.
GIC will have a standard pre-emptive right, i.e. right to subscribe to shares in case of further
(d)
issuance of shares to maintain its shareholding in the Company.
5. Whether, the said parties are No.
related
to
the
promoter/
promoter
group/
group
companies in any manner. If
yes, nature of relationship
6. transaction No.
Whether
the
would fall within related party
transactions? If yes, whether
the same is done at "arm's
length"
7. In case of issuance of shares
to the parties, details of issue
price, class of shares issued
Issue price: INR 211.79 (Indian Rupees two hundred eleven and Paise seventy nine) per Equity Share.
Total subscription amount: Aggregated up to a maximum oflNR 2166,41,65,990.52 (Indian Rupees two
thousand one hundred and sixty six crores forty one lakhs sixty five thousand nine hundred ninety and
Paise fifty two).
8. Any other disclosures related
to
such
agreements,
VIZ.,
details of nommee on the
board of directors of the listed
entity, potential conflict of
interest arising out of such
agreements, etc.
Nil.

Annexure V

Details of the Letter Agreement

s. No. Particulars Details
I. Name(s) of parties with whom
the agreements are entered
The following persons are parties to the Letter Agreement:
(vii) The Company;
(viii) Ideal Road Builders Private Limited; and
(ix) Mr. Virendra D. Mhaiskar
2. Purpose of entering into the
agreement
The overall objective of the Transactions is to help the Company focus on its core activity (i.e., construction,
operation and management of roads). For this purpose, the Company has decided to monetize its non-core assets
(namely, the Chandivali Property and the AIIPL Shares) at fair value, and the Promoter has agreed to purchase the
Chandivali Property and the AIIPL Shares (at fair value) which correspond to a maximum amount of INR 420
crores (Indian Rupees Four Hundred and Twenty Crores).
3. Size of agreement The aggregate consideration to be received by the Company and IRBPL (collectively) pursuant to both the
Transactions shall be not less than RsA1S crores (Indian Rupees Four Hundred and Fifteen Crores) and not more
than RsA20 crores (Indian Rupees Four Hundred and Twenty Crores).
4. Shareholding, if any, in the entity
with whom agreement is being
executed
The Company owns 100% of the share capital of Ideal Road Builders Private Limited, which owns the Chandivali
Property.
S. of
Significant
terms
the
agreement
(in
brief)
special
rights
like right to appoint
The Transactions will be effected at the prevailing market price (on the date of purchase) on an arm's length basis
such that the aggregate consideration shall be not less than RsA1S crores and not more than RsA20 crores.
directors, first right to share The registration fees and/or stamp duty payable on instruments required to be executed for giving effect to the
subscription in case of issuance Transactions shall be borne by the Promoter.
of shares, right to restrict any
change in capital structure etc. The Aggregate Consideration received by the Company/ lRBPL (as the case may be) shall be net of all tax
1H:"
D

~ * ·9 .... ---. -=-

levies payable by or on behalf of the Company/ IRBPL (as the case may be), including any capital gains tax or
corporate tax, arising out of or in connection with any of the Transactions.
There Transactions do not involve any special rights.
6. Whether, the said parties are
related to the promoter/ promoter
group/ group companies in any
If yes,
manner.
nature
of
relationship
Mr. Virendra D. Mhaiskar, the Promoter of the Company is a party to the Transactions.
7. Whether the transaction would
fall
within
related
party
transactions? If yes, whether the
same is done at "arm's length"
Yes. The Transactions would comprise related party transactions, and will be effected on an arm's length basis.
Independent valuer(s) appointed by the Company shall determine the fair market value with respect to each of the
Transactions prior to such Transactions being effected. The indepenqent valuer(s) shall be a person possessing the
necessary qualification, ability and experience (including as required under applicable law) for valuation of
immovable property or shares (as applicable).
8. In case of issuance of shares to
the parties, details of issue price,
class of shares issued
Not applicable.
9. In case of loan agreements,
details of lender, nature of the
amount of loan
loan, total
granted,
total
amount
outstanding, date of execution of
the
loan
agreement/sanction
letter, details of the security
provided to the lenders for such
loan
Not applicable.
10. Any other disclosures related to
such agreements, viz., details of
of
nominee
on
the
board
directors of the listed entity,
conflict of interest
potential
arising out of such agreements,
etc.
Not applicable.

11 of termination
case
In
or Not applicable.
amendment of agreement, listed
entity shall disclose additional
details to the stock exchange(s):
of parties
I. name
to
the
agreement ;
ii. nature of the agreement;
iii. date of execution of the
agreement;
iv. details of amendment and
impact thereof or reasons of
termination
and
impact
thereof

Gokhale & Sathe Chartered Accountants 308/309, Udyog Mandir No.1 7-C, Bhagoji Keel Marg, Mahim, Mumbai 400 016. Telephone + 91 (22) 4348 4242 Fax + 91 (22) 4348 4241

BSR& Co.LLP Chartered Accountants 14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai 400063 Telephone +91 (22) 43455300 Fax + 91 (22) 43455399

Limited Review Report on Unaudited Quarterly Consolidated Financial Results and Year-To-Date Consolidated Financial Results of IRB Infrastructure Developers Limited under Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To the Board of Directors of IRB Infrastructure Developers Limited

  • I. We have jointly reviewed the accompanying Statement of unaudited consolidated financial results of IRB Infrastructure Developers Limited ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), and its share of the net (loss) after tax and total comprehensive loss of its joint ventures for the quarter ended 30 September 2021 and year to date results for the period from 1 April 2021 to 30 September 2021 ("the Statement"), being submitted by the Parent pursuant to the requirements of Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (' Listing Regulations').
    1. This Statement, which is the responsibility of the Parent's management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52 read with Regulation 63(2) of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our joint review.
    1. We conducted our joint review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants ofIndia. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Reg 33 (8) of the Listing Regulations, to the extent applicable. ~~~::::..

  1. The Statement includes the results of the entities as stated in Annexure I.

Limited Review Report on Unaudited Quarterly Consolidated Financial Results and Year-To-Date Consolidated Financial Results of IRB Infrastructure Developers Limited under Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Continued)

    1. Based on our joint review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 and Regulation 52 read with Regulation 63(2) of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
    1. We did not review the interim financial information of 15 (fifteen) subsidiaries included in the Statement, whose interim financial information results reflect total assets ofRs 2,583, 102 lakhs (before consolidation adjustments) as at 30 September 2021 and total revenues ofRs 106,2341akhs (before consolidation adjustments) and Rs 239,198 lakhs (before consolidation adjustments), total net profit after tax of Rs 8,024 lakhs (before consolidation adjustments) and Rs 22,173 lakhs (before consolidation adjustments) and total comprehensive income of Rs 7,995 lakhs (before consolidation adjustments) and Rs 22,115 lakhs (before consolidation adjustments) for the quarter ended 30 September 2021 and for the period from 1 April 2021 to 30 September 2021, respectively, and cash inflows (net) ofRs 1,812 lakhs for the period from 1 April 2021 to 30 September 2021, as considered in the consolidated unaudited financial results. The unaudited consolidated financial results also includes the Group's share of net profit after tax of Rs 0.6lakh and Rs 1 lakh and total comprehensive income of Rs 0.6lakh and Rs 1 lakh for the quarter ended 30 September 2021 and for the period from 1 Apri I 2021 to 30 September 2021, respectively, as considered in the Statement, in respect of one joint venture, whose interim financial information has not been reviewed by us. These interim financial information have. been reviewed by other auditors whose reports have been furnished to us by the management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and a joint venture, is based solely on the report of other auditors and the procedures performed by us s ~ ... __ paragraph 3 above.

Our conclusion on the Statement is not modified in respect of the above matter.

Limited Review Report on Unaudited Quarterly Consolidated Financial Results and Year-To-Date Consolidated Financial Results of IRB Infrastructure Developers Limited under Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Continued)

  1. The unaudited consolidated financial results reflect total assets of Rs 1,031,475 lakhs (before consolidation adjustments) as at 30 September 2021 and total revenues of Rs 47,6521akhs (before consolidation adj ustments) and Rs 92,164 lakhs (before consolidation adj ustments), total net loss aftertax ofRs 4181akhs (before consolidation adjustments) and Rs 4,543 lakhs (before consolidation adjustments) and total comprehensive loss of Rs 418 lakhs (before consolidation adjustments) and Rs 4,543 lakhs (before consolidation adjustments) of 5 (five) subsidiaries for the quarter ended 30 September 2021 and for the period from 1 April 2021 to 30 September 2021, respectively, and cash outflows (net) ofRs 541akhs for the period from I April 2021 to 30 September 2021, as considered in the unaudited consolidated financial results which has been reviewed by Gokhale & Sathe, Chartered Accountants, one of the joint auditors of the Parent. The unaudited consolidated financial results also includes the Group's share of net loss after tax ofRs 3,563 lakhs and Rs 6,9591akhs and total comprehensive loss ofRs 3,5631akhs and Rs 6,9591akhs for the quarter ended 30 September 2021 and for the period from 1 April 2021 to 30 September 2021, respectively, as considered in the Statement, in respect of one joint venture, whose interim information has been reviewed by Gokhale & Sathe, Chartered Accountants, one of the joint auditors of the Parent.

Our conclusion on the Statement is not modified in respect of the above matter.

  1. The unaudited consolidated financial results reflect total assets of Rs 202,306 lakhs (before consolidation adj ustments) as at 30 September 2021 and total revenue of Rs Ni I (before consolidation adjustments) and Rs Nil (before consolidation adjustments), total net profit after tax ofRs 1,012 lakhs (before consolidation adjustments) and Rs 1,873 (before consolidation adjustments) and total comprehensive income ofRs 1,012 lakhs (before consolidation adjustments) and Rs 1,873 (before consolidation adjustments) of 1 (one) subsidiary, for the quarter ended 30 September 2021 and for the period from 1 April 2021 to 30 September 2021, respectively, and cash outflows (net) ofRs 821akhs for the period from 1 April 2021 t030 September 2021, as considered inthe Statement which has been reviewed by B S R & Co. LLP, Chartered Accountants, one of the joint auditors of the Parent. Our conclusion on the Statement is not modified in respect of the above matter.

For Gokhale & Sathe

Chartered Accountants ~~ionNO: I03264W

Chin maya Deval Partner Membership No. 148652 lCAl UDIN: 21148652AAAAPE6254

Mumbai 26 October 2021

For B S R & Co. LLP Chartered Accountants Firm's Registration No: 1 -100022 I /.

ry. dd If'Godbole Partner MembershipNo. 105149 ICAl UDIN: 21105149AAAAFP8504

Mumbai 26 October 2021

Gokhale & Sathe Chartered Accountants

Annexure I

List of subsidiaries included in the consolidated financial results ofIRB Infrastructure Developers Limited

SrNo Name of Entity Relationship
1 IRB Ahmedabad Vadodara Super Express Tollway Private Limited Subsidiary
2 Modern Road Makers Private Limited Subsidiary
3 Mhaiskar Infrastructure Private Limited Subsidiary
4 Ideal Road Builders Private Limited Subsidiary
5 IRB Kolhapur Integrated Road Development Company Private Limited Subsidiary
6 IRB Goa Tollway Private Limited Subsidiary
7 A TR Infrastructure Private Limited Subsidiary
8 IRB Sindhudurg Airport Private Limited Subsidiary
9 Aryan Toll Road Private Limited Subsidiary
10 Aryan Infrastructure Investments Private Limited Subsidiary
11 Thane Ghodbunder Toll Road Private Limited Subsidiary
12 IRB MP Expressway Private Limited (formerly known as NKT Road and
Toll Private Limited)
Subsidiary
13 Aryan Hospitality Private Limited Subsidiary
14 IRB Infrastructure Private Limited Subsidiary
15 MRM Mining Private Limited Subsidiary
16 VKl Expressway Private Limited Subsidiary
17 IRB PP Project Private Limited (formerly known as Zozila Tunnel Project
Private Limited)
Subsidiary
18 IRB PS Highway Private Limited (formerly known as MRM Highways
Private Limited)
Subsidiary
19 VM7 Expressway Private Limited Subsidiary
20 Palsit Dankuni Tollway Private Limited (with effect from 15 April 2021) Subsidiary
21 Pathankot Mandi Highway Private Limited (with effect from 23 April 2021) Subsidiary

Gokhale & Sathe

Chartered Accountants

Annexure I (Continued)

List of Joint Ventures included in the consolidated financial results ofIRE Infrastructure Developers Limited

SrNo
1
2
Name of Entity
MMK Toll Road Private Limited
IRE Infrastructure Trust
Subsidiaries of IRE Infrastructure Trust
Relationship
Joint Venture
J oint Venture
1 AE Tollway Limited J oint Venture
2 Yedeshi Aurangabad Tollway Limited J oint Venture
3 IRE Westcoast Tollway Limited Joint Venture
4 Kaithal Tollway Limited J oint Venture
5 Solapur Yedeshi Tollway Limited J oint Venture
6 CO Tollway Limited J oint Venture
7 Udaipur Tollway Limited Joint Venture
8 Kishangarh Oulabpura Tollway Limited J oint Venture
9 IRB Hapur Moradabad Tollway Limited Joint Venture

Corporate Office:

3rd Floor, IRB Complex, Chandivali Farm, Chandivali Village, Andheri (E), Mumbai - 400 072. Tel: 91 - 22 - 6640 4220 /4880 4200· Fax: 91 - 22 - 2857 3441 • e-mail: [email protected]. www.irb.co.in CIN: L65910MHl998PLC1l5967

IUB Infrastructure Developers Limited

Part I: Statement of Unaudited Consolidated Financial Results for the quarter and six months ended September 30, 2021

(Rs. in Lakhs ~xct" l earn illgs per share data and ral ios
Sr.
Particulars
Quarter ended Six months ended Yea r ended
No. 30.09.2021
(Unaudited)
30.06.2021
(Unaudited)
30.09.2020
(Unaudited)
30.09.2021
(Unaudited)
30.09.2020
(Unaudited)
31.03.2021
(Audited)
I Income
a) Revenue from operations
b) Other income
Total Income «a)+(b»
146,524.18
3 920.46
150.444.64
162,572.19
4,'176.1 9
167.048.38
112,332.45
4,552.41
11 6.884.86
309,096.37
8.396.65
317,493.02
214,562.41
9,668.85
224.231.26
529,862.96
18,889.96
548,752.92
2 Expenses
a) Cost of material consumed
b) Road work and site expenses
9,840.24
48,769.88
14,612.22
62,515 .31
3,965.07
38,211.47
24,452.46
111 ,285. 19
6,802.59
72,497.72
39,907.46
176,279.04
c) Employee benefits expenses 6,960.14 7,960.66 8,057.59 14,920.80 15,468.96 26,185 .67
d) Finance costs# 47,698.52 46,750.76 43,502.51 94,449.28 80,059.26 169,244.31
e)Depreciation
and
amOltisation
16,515.65 13 ,639.71 12,852.53 30,155.36 21,291.02 58,170.42
expense 16,532.05 36,224.61
t) Other expenses 9,188.98 7,494.80 6,596.38 16,683.78
291 ,946.87
212,65J .60 506,011.51
Total Expenses «2a) to (2f) 138,973.41
11,471.23
152,973.46
14,074.92
lJ3,185.55
3,699.31
25,546.15 11,579.66 42,741.41
3 Profit before tax and share of profit
/ (Joss) of joint ventures
(1) - (2)
4 Profit / (Loss) from Joint Ventures (3.562.28) (3,395.5 1) (4,166.61) (6,957.79) (1 1,751.87) ( 16,579.56)
5 Profit before tax (3) + (4) 7,908.95 10,679.41 (467.30) 18,588.36 (172.21) 26,161.85
6 Tax expenses
Current tax
4,008.63 6,734.79 3,063.97 10,743.42 8,502.26 18,623.86
Deferred tax (330.48) (3,246.05) (1,565.20) (3,576.53) (3,694.70) (4,176.91)
Total tax expenses 3,678,')5 3,488.74
7,190.67
1,498.77
(1,966.07)
7,166.89
11,421.47
4,807.56
(4,979.77)
14,446.95
11,714.90
7 Profit after tax (5) - (6) 4,230.80
8 Other comprehensive income not to
statement of
be
reclassified
to
profit
and
loss
in
subsequent
period/ year:
Mark to market gain / (losses) on fair
value measurement of investments
2,753.34 2,781.15 (4,635.25) 5,534.49 8,510.32 27,755.88
(net of tax)
Re-measurement of gain/(Iosses) on
defined benefit plans (net of tax)
(27.86) (27.86)
2,753.29
(59.17)
(4,694.42)
(55.72)
5,478.77
(118.34)
8,391.98
(109.32)
27,646.56
Other comprehensive income/(Ioss)
for the period / year, net of tax
2,725.48
9 Total comprehensive income/(Ioss)
for the period (7) + (8)
6,956.28 9,943.96 (6,660.49) 16,900.24 3,412.21 39,361.46
Attributable to:
Equity holders
Non-controlling interest
6,956.28 9,943 .96 (6,660.49) 16,900.24 3,412.21 39,361.46
10 Paid-up equity share capital (face
value - Rs. 10 per share)
35,145.00 35,145.00 35,145.00 35,145.00 35,145.00 35,145.00
11 Other equity 654,931.83
12 Earnings per share (of Rs.IO each)
basic
and
diluted
-
(Rs.)
(*not
a ll 11 unllsed)
1.20* 2.05 * (0.56)* 3.25* ( 1.42)* 3.33

See accompanying notes to the unaudited con

Registered Office: 1101, Hiranandani Knowledge P Tel: 91-22-6733 6400 / ~!i~~-m

IRB lnfrastrudllre Developers Limited

Part II: Report 011 Unaudited Consolidated Segment Revenue, Segment Results and Capital Employed for the quarter llnd six months ended September 30, 2021

(Rs in lakh )
Quarter ended Six months ended Year ended
Particulars 30.09.2021
(Unaudited)
30.06.2021
(Unaudited)
30.09.2020
(Unaudited)
30.09.2021
(Unaudited)
30.09.2020
(Unaudited)
31.03.2021
(Audited)
1. Segment Revenue
a. BOTI TOT Projects 44,064.49 37,407.04 36,423.02 81,471.53 62,666.44 155,940.0 I
b. Construction 101,833.35 124,647.71 75,426.33 226,481.06 150,969.33 372,549.79
c. Unallocated corporate 626.34 517.44 483.10 1,143.78 926.64 1,373.16
Total 146,524.18 162,572.19 112,332.45 309,096.37 214,562.41 529,862.96
Less: Inter segment revenue - - - - - -
Revenue from Operations 146,524.18 162,572.19 112,332.45 309,096.37 214,562.41 529,862.96
2. Segment Results
a. BOTrrOT Projects 24,052.39 20,419.96 20,728.59 44,472.35 36,253.40 85,362.84
b. Construction 31,018.86 36,591.75 22,973.63 67,610.61 52,455.04 118,174.12
c. Unallocated corporate 264.49 196.93 (27.65) 461.42 17.96 (26.30)
Total 55,335.74 57,208.64 43,674.57 112,544.38 88,726.40 203,510.66
Less: Interest (47,698.52) (46,750.76) (39,162.72) (94,449.28) (75,316.40) (169,244.31 )
Other un-allocable income net
off un-allocable expenditure
3,834.01 3,617.04 (812.54) 7,451.05 (1,830.34) 8,475.06
(Loss) from Joint Ventures (3,562.28) (3,395.51 ) (4,166.61) (6,957.79) (11,751.87) (16,579.56)
3. Profit / (Loss) before tax 7,908.95 10,679.41 (467.30) 18,588.36 (172.21) 26,161.85
Segment Assets
a. BOT/ TOT Projects 2,657,591.86 2,642,995.38 2,698,371.66 2,657,591.86 2,698,371.66 2,663,287.22
b. Construction 680,163.55 699,125.05 604,882.63 680,163.55 604,882.63 627,683.61
c. Unallocated corporate 850,901.04 790,393.75 710,866.29 850,901.04 710,866.29 826,393.60
Total (A) 4,188,656.45 4,132,514.18 4,014,120.58 4,188,656.45 4,014,120.58 4,117,364.43
Segment Liabilities
a. BOT/ TOT Projects 1,359,386.45 1,276,517.58 1,440,274.96 1,359,386.45 1,440,274.96 1,306,158.54
b. Construction 144,405.16 156,437.93 191,989.69 144,405.16 191,989.69 158,177.83
c. Unallocated corporate 1,978,450.84 2,000,074.84 1,727,728.38 1,978,450.84 1,727,728.38 1,962,951.23
Total (B) 3,482,242.45 3,433,030.35 3,359,993.03 3,482,242.45 3,359,993.03 3,427,287.60
Total (A) - (B) 706,414.00 699,483.83 654,127.55 706,414.00 654,127.55 690,076.83

a) The Segment reporting of the Group has been prepared in accordance with Indian Accounting Standard 108 "Operating Segment" (lnd AS 108).

b) The business segments of the Group and its joint ventures comprise of the following:

Segment Description of Activity
BOT/ TOT Projects
Construction

Part III

Consolidated Statement of Assets and Liabilities as at Seplcm ber 30, 202 t (Rs. in lakhs)
Particulars As at
30.09.2021
As at
31.03.2021
(Audited)
(Unaudited)
ASSETS
Non-current assets
Property, plant and equipmenl 12,197.28 13,773.08
Capital work in progress 4,021.53 3,606.02
Right to use asset 86.75 86 .75
Goodwill on consolidation 780.42 780.42
Other Intangible assets 2,665,979.42 2,694,796.61
Intangible assets under development 72,328.46 63,696.13
Financial assets
Investments
i)
464,845.39 448,666.15
ii)
Trade receivable
19,370.79 24,761.80
iii) Loans 0.44
iv) Other financial assets 334,870.74 310,024.49
Deferred tax assets 10,158.98 7,106.61
Other non-current assets 809.63 294.36
Total Non-current assets (A) 3,586,224.39 3,568,367.86
Current assets
Inventories 30,946.09 32,167.21
Financial assets
i)
Investments
26,883.05 31,225.93
ii)
Trade receivable
78,566.79 34,030.86
iii) Cash and cash equivalent 61,454.82 65,348.50
iv) Bank balance other than (iii) above 167,866.50 168,548.70
v)
Loans
36,266.27 42,483.41
vi) Other financial assets 116,052.71 131,274.42
Current tax assets (net) 9,363.96 7,670.27
Other current assets 75,031.87 36,247.27
Total Current assets (B) 602,432.06 548,996.57
TOTAL ASSETS (A+B) 4,188,656.45 4.117.364.43
EQUITY AND LIABILITIES
Equity
Equity share capital 35,145.00 35,145.00
Other equity 671 ,269.00 654,931.83
Total equity (A) 706,414.00 690,076.83
Non- current liabilities
Financial liabilities
i)
Borrowings
1,681,699.59 1,650,337.58
ii) Lease liabilities 177.19 431.67
iii) Other financial liabilities 1,214,682.04 1,247,737.60
Provisions 4,297.67 4,215.51
Deferred tax liabilities 172.92 240.56
Other non-current liabilities 102.42
Total Non-current liabilities (B) 2,901 ,131.83 2,902,962.92
Current Liabilities
Financial Liabilities
Borrowings
i)
270,854.47 215,728.04
ii) Lease liabilities 487.56 450.18
iii) Trade payables
a) total outstanding dues of micro enterprises and small enterprises 4,517.54 7,775.86
b) total outstanding dues of creditors other than micro enterprises 59,974.64 63,680.15
~
«(11
iv) Other financial liabilities
'" <.
187,766.82 174,273.25
'-.J"\ 'h er~ urrent liabilities
(-<:>
fluor
44,692.98 56,810.91
~~
1,032.90
801.81
~~ E"
and
nl ~
. ions
""
I' b'I"
(
)
IlorlH Vilng.
. iJ«t t tax La IltLes net
"mu l Pa k~
l\
I 78371
""<0
I,
I '
4,804.48
~ 524,324.68
4.117,364.43

Six months ended

r 'S~ I~~ ~-,il ~

Particulars Six months
ended
September 30,
2021
(Unaudited)
Six months
ended
September 30,
2020
(Unaudited)
Cash flow from operating activities
Profit / (Loss) before tax 18,588.36 (172.21)
Adjustment to reconcile profit before tax to net cash flows:
Depreciation and amortisation 30.155.36 21.291.02
Resurfacing expenses (26.80) 1.03117
Net (gain) on sale of property, plant and equipment (24.15) (55.91)
Fair value gain on mutual funds (527.75) (262 22)
Gain on fair value measurement of other receivables (88.90)
Share of loss from joint ventures 6,957.78 11,751.87
Net (gain) on sale of current investments (39.27) (42.23)
Extinguishment of premium liability 2,464.13 (8,349.47)
Provision written back (428.17)
Provision for doubtful receivable 641.04
Finance costs 94,449.28 80,059.26
Interest income (6,073.37) (8,109.70)
Interest income on unwinding of loan (244.20)
Other non-operative income (1,198.79)
Operating profit before working capital changes 145,803.35 95,942.79
Movement in working capital:
(Decrease) in trade payables (6,949.16) (23,039.01)
Increase in provisions 284.34 270.39
Increase / (Decrease) in other financial liabilities 5,005.29 (4,701.29)
(Decrease) in other liabilities (12,015.52) (21, 127.19)
(Increase) in trade receivables (39, 144.91) (3,861.54)
Decrease / (Increase) in inventories 1,221.11 (4,137.07)
Decrease in loans 46.31 466.59
(Increase) in other financial assets (9,957.03) (27,625.95)
(Increase) in other assets (38, 787.34) (8, 261.15)
Cash generated from operations 45,506.44 3,926.57
Taxes paid (net) (5,001.37) (12,060.62)
(A)
Net cash (used in)/ generated from operating activities
40,505.07 (8, 134.05)
Cash flows from investing activities
Addition to intangible assets including intangible assets under development and
capital advances
(29,071.27) (6, 49, 107.42)
Purchase of property, plant and equipment (480.60)
Proceeds from sale of property, plant and equipment 781.70 100.78
Proceeds/redemption from sale of non-current investments 1,297.58 742.04
Investment in Joint venture (19, 463.20) (15,844.00)
Loan given to joint venturc (42, 117.00)
Loan repaid by joint ventures 48,288.27
Proceeds from sale / (purchase) of current investments (net) 4,909.91 (18,305.06)
by estments in bank deposits (having original maturity of more than three months).
(1)
676.89 1,281.13
Mumlun - 400 063
nterest received
6,097.91 7,768.88
(29.079.81) (6.73.363.65)

l. n'lll(lill'd ( "Ilsolidatnj Statellll'lIt or (';lsh nUllS I'll I II", _,i,; munlhs ended Seplt'llIlH'r .HI , 2021

(Rs. in lakhs)
Particulars Six months
ended
September
30,2021
(Unaudited)
Six months
ended
September
30,2020
(Unaudited)
Cash flows from financing activities
Proceeds from non-current borrowings 21,163.16 6,03,650.40
Repayment of non-current borrowings (22,534.95) (42,932.83)
Proceeds from issue ofnon-convet1ible debentures 35,000.00 2,00,000.00
Proceeds/ (Repayment) of current borrowings (net) 30,499.22 (15,447.69)
Payment of lease liabilities (258.70) (184.01)
Finance cost paid (79,188.78) (76,707.89)
Dividend paid on equity shares - (17,576.30)
Net cash flows (used in ) / generated from financing
activities
(C) (15,320.05) 6,50,801.68
Net (decrease) in cash and cash equivalents (A+B+C) (3,894.79) (30,696.02)
Cash and cash equivalents at the beginning of the period 64,803.76 43,742.05
Cash and cash equivalents at the end of the period 60,908.97 13,046.03

Unaudited Consolidated Statement of cash flows for the six months ended September 30, 2021

Components of cash and cash equivalents
Balances with banks in current account and deposit account: 60,217.10 11,946.12
Cash on hand 1,237.72 1,583.76
61,454.82 13,529.88
Less: Book overdraft (545.85) (483 .85)
Total cash and cash equivalents 60,908.97 13,046.03

Note: The above Unaudited Consolidated Statement of Cash Flows has been prepared under the "Indirect Method" as set out in Ind AS 7, "Statement of Cash Flows" .

NOTES:

I. Consolidation and Segment Reporting:

a. Pursuant to Regulation 33 and Regulation 52 of the SEBI(Listing Obligations & DisClosure Requirements) Regulations, 2015, the Company has opted to publish only the consolidated segments.

IRB Infrastructure Developers Limited ('the Company') and its subsidiaries and its joint ventures (together, 'the Group') have identitied business segments in accordance with Indian Accounting Standard 108 "Operating Segment" notified under section 133 of the Companies Act 2013, read together with relevant rules issued thereunder. Accordingly, the Group has identified two business segments viz., Built, Operate and Transfer ('BOT')/ Toll, Operate and Transfer (,TOT') i.e. Operation and maintenance of roads and Development and maintenance of roads i.e. Construction as reportable segments.

  • b. Investors can view the results of the Group and its joint ventures on the company's website (www.irb.co.in) or on the websites ofBSE (www.bseindia.com) or NSE (www.nseindia.com).
  • c. The above published unaudited consolidated financial results have been prepared in accordance with the recognition and measurement principles ofInd AS notified under the Companies (Indian Accounting Standards) Rules, 2015.
    1. In accordance with Regulation 33 and Regulation 52 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the joint statutory auditors of the Company have carried out limited review of the above results.
    1. The unaudited results for the quarter and six months ended September 30, 2021 have been reviewed by the Audit Committee at their meeting held on October 26, 2021 and thereafter approved by the Board of Directors at their meeting held on October 26, 2021. The joint statutory auditors have expressed an unqualified review opinion.
    1. Key numbers of unaudited standalone financial results of the Company for the quarter ended September 30, 2021 are as under:-
(Rs. in lakhs
Quarter ended Year ended
Particulars 30.09.2021
(Unaudited)
30.06.2021
(Unaudited)
30.09.2020
(Unaudited)
31.03.2021
(Audited)
Revenue from operations 76,791.01 72 498.66 68,992.21 275,027.41
Profit /
(Loss)
for
the
~eriod before Tax
(782.43) 884.63 15,393.13 20,264.82
Profit /
(Loss)
for
the
period/year
(523.76) 655.24 15,983.26 18,850.88
  1. During the quarter ended September 30, 2021, the Company has issued 9.55% Secured, Rated, Listed, Taxable, Redeemable Non-Convertible Debentures of face value of Rs. 10 lakh each, for cash at par, aggregating to Rs.35,000 Lakhs on a private placement basis.

  1. Additional disclosures as per Clause 52(4) and 54 Securities and Exchange Board Of India (Listing Obligations and Disclosures Requirements) Regul ations, 2015 :
Sr
N
o.
Particulars Quarter
ended
September 30,
2021
Quarter
Ended
June 30,
2021
Quarter
ended
September
30,2020
Six month
ended
September 30,
2021
Six month
ended
September 30,
2020
Year
ended
March 31,
2021
I Debt - Equity ratio (refer
note a)
2.47 : I 2.4 : I 2.3 : I 2.47 : I 2.3 : I 2.43 : 1
2 Adjusted Debt - Equity
ratio (refer note b)
2.03 : I 2.02: I 1.92 : I 2.03 : I 1.92 : I 1.97 : I
3 Interest coverage ratio
(no. of times) (refer note
c)
1.81 1.81 1.49 1.81 2.22 1.98
4 Current ratio (in times)
(refer note d)
1.04 0.92 0.76 1.04 0.76 1.05
5 Adjusted Current ratio (in
times) {refer note e)
1.94 1.61 1.47 1.94 1.47 1.78
6 Long-debt to working
capital (refer note f)
15.27 65.31 (32.52) 15.27 (32.52) 18.34
7 Adjusted Long-debt to
working capital (refer
note g)
5.29 7.84 8.67 5.29 8.67 6.27
8 Current liability ratio (in
%)(refer note h)
17% 16% 18% 17% 18% 15%
9 Adjusted Current liability
ratio (in %) (refer note i)
9% 9% 9% 9% 9% , 9%
10 Total debts to total assets
ratio ( in times) (refer
note j)
0.42 0.41 0.37 0.42 0.37 0.41
11 Debtor turnover (refer
note k)
4.48 7.09 5.41 5.98 8.03 9.53
12 Inventory turnover ratio
(refer note I)
1.27 1.85 0.44 1.55 0.39 1.22
13 Operating margin (in %)
(refer note m)
49% 43% 49% 46% 48% 47%
14 Net profit margin (in %)
(refer note n)
3% 4% -2% 4% -2% 2%
15 Outstanding redeemable
. preference shares
Nil Nil Nil Nil Nil Nil
16 Capital redemption
reserve
Nil Nil Nil Nil Nil Nil
17 Debenture redemption
reserve
Nil Nil Nil Nil Nil Nil
18 Networth (Rs. in Lakhs)
(refer note 0)
Rs.
706,414.00
Rs.
699,483.83
Rs.
654,127.55
Rs.
706,414.00
Rs.
654,127.55
Rs. (4,979.77)
Rs.
690,076.83
Rs. 11,714.90
19 Net profit after tax (Rs. in
Lakhs)
Rs. 4,230.80 Rs.7,190.67 Rs, (1,966,07) Rs. 11,421.47
Rs,3 .25
Rs. (1.42) Rs. 3.33
20 Earning per share basic
and diluated (not
annualised except year
ended March 31, 2021)
Rs. I.20 Rs. 2.05 Rs. (0.56)
21 Debt Service Coverage
Ratio (DSCR) (no. of
times) (refer note p)
1.41 1.48 1.18 1.45 1.80 1.56
22 Bad debts to accounts
receivable (in %) (Bad
Debts / Average Trade
Receivabl l
Nil Nil Nil Nil Nil
--'=---
Nil
23 ~
iO
~
fi 7?@
~
b ~ ~l
tit ~l eL'tli
re
tJ tAmru .
~~
q)
~
I' ~~
S)(
2.61 2.81 2.65 2,61 ~\1
~~
,-1 ;\
\~ . '\
DO,s
,!') ~
2.81
~8~7
-

Note:

  • a. Debt Equity ratio Total Debt (excluding deferred premium obligation) divided by Equity
  • b. Adjusted Debt Equity ratio = Total Debt (excluding deferred premium obligation) Cash and Bank Balances - Fixed Deposits - Liquid Investments - investment in IRB Invit Fund) divided by Equity
  • c. Interest coverage ratio (no. of times) : Profit before interest divided by interest expense (net of moratorium interest, Interest cost on unwinding and amortisation of transaction cost)
  • d. Current ratio (in times) : Current Assets / Current liabilities
  • e. Adjusted Current ratio (in times) : Current Assets / Current liabilities excluding current borrowings
  • f. Long-debt to working capital- Non-current borrowings + Current maturities of Long term borrowings divided by net working capital
  • g. Adjusted Long-debt to working capital: Non-current borrowings + Current maturities of Long term borrowings divided by net working capital excluding current borrowings
  • h. Current liability ratio ((in %) Current liabilities / Total liabilities
    1. Adjusted Current liability ratio ((in %) : Current liabilities excluding current borrowings / Total liabilities
  • j. Total debts to total assets ratio ( in times) (Short term debt + Long-term debt) divided by Total assets
  • k. Debtor turnover Revenue from operations / Average (Trade receivable and contract asssets) * No. of days
  • I. Inventory turnover Revenue from operation / Average Inventory * No. of days
  • m. Operating margin (in %) profit before interest, tax, depreciation and exceptional item less Other income divided by Revenue from operations
  • n. Net profit margin (in %) profit after tax / Revenue from operations
  • o. Networth as per section 2(57) of the Companies Act, 2013
  • p. Debt Service Coverage Ratio (DSCR) (no. of times) Profit before interest, exceptional item, divided by Interest expense (net of moratorium interest and amortisation of transaction cost) together with repayments of long term debt during the period (netted off to the extent of long term loans availed during the same period for the repayment).
  • q. Asset cover ratio: Total assets pledged for listed debt securities divided by outstanding balance of listed debt securities. Asset coverage ratio peltains to listed debt securities issued by the company and assets cover thereon.

    1. The Board of the Company approved the issue and allotment of not less than I 1,65,26,032 (eleven crores sixty five lakhs twenty six thousand and thirty two) Equity Shares and up to 15,01 ,59,212 (fifteen crores one lakh fifty nine thousand two hundred and twelve) Equity Shares to Cintra INR Investments BV ("Cintra") through preferential issue on a private placement basis subject to the approval of the shareholders of the Company and such other regulatory, statutory or other approvals and intimations as may be required, for cash consideration, at a price of Rs. 2 I 1.79 per Equity Share.
    1. Further, the Board of the Company has also approved the issue and allotment of not less than 6,52, II ,495 (six crore fifty two lakh eleven thousand four hundred and ni nety tivc) Equity Shares but only up to 10,22,90,788 (ten crore twenty two lakh ninety thousand seven hundred and eighty eight) Equity Shares to Brickl ayers ,Investment Pte. Ltd. ("GIC") through preferential issue on a private placement basis subject to the approval of the shareholders of the Company and such other regulatory. statutory or other approvals and int imations as may be required, for cash cOlls!deration, at a price of Rs. 2 11 .79 per Equity Share.
  • 9, FUrther, the Company's Audit Committee and the Board of Directors have considered and approved the sale of the noncare assets (Land & Building at Chandivali owned by a subsid iary of the Company and certain equity shares of Aryan Infrastructure Investmcnts Private Limited owned by the Company) to Mr. Virendra D. Mhaiskar, the Promoter of the Company (d.irectly or through his affiliates) ("Transactions") to be effected at the prevailing market price (on the date of purchase) on arm's length basis within a period of two (2) years, such that the aggregate net consideration shalt be not less than Rs.415 crores (Indian Rupees Four Hundred and Fifteen Crores) and not more than Rs.4 20 crores (Indian Rupees Four Hundred and Twenty Crores).

Vil'endra D. Mhaiskar

Chairman and Managing Director

Place: Mumbai Date: October 26, 202 I

Gokhale & Sathe Chartered Accountants 308/309, Udyog Mandir No.1, 7-C, Bhagoji Keel Marg, Mahim, Mumbai 400 016. Telephone + 91 (22) 4348 4242 Fax + 91 (22) 4348 4241

BSR& Co.LLP Chartered Accountants 14th Floor, Central B Wing and North C Wing Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai 400 063 Telephone + 91 (22) 43455300 Fax + 91 (22) 43455399

Limited Review Report on Unaudited Quarterly Standalone Financial Results and Year-to-date Standalone Financial Results of IRB Infrastructure Developers Limited under Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To the Board of Directors of IRB Infrastructure Developers Limited

    1. We have jointly reviewed the accompanying Statement of the unaudited standalone financial results of IRB Infrastructure Developers Limited ('the Company') for the quarter ended 30 September 202 I and year to date results for the period from 1 April 2021 to 30 September 202 I ('the Statement').
    1. This Statement, which is the responsibility of the Company's management and approved by the Board of Directors, has been prepared in accordance with the recogni tion and measurement pri nei pies I aid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations). Our responsibility is to issue a report on the Statement based on our joint review.
    1. We conducted our joint review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent A uditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion. ;I';

Gokhale & Sathe Chartered Accountants

BSR&Co.LLP Chartered Accountants

Limited Review Report on Unaudited Quarterly Standalone Financial Results and Year-to-date Standalone Financial Results of IRB Infrastructure Developers Limited under Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Continued)

  1. Based on our joint review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with applicable accounting standards and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBJ (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

For Gokhale & Sathe Chartered Accountants nNO l03264W

Chin maya Deval Partner Membership No. 148652 ICAI UDIN: 21148652AAAAPD9672

Mumbai 26 October 2021

For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101 IW-I00022

~Y.

Partner Membership No. 105149 ICAI UDIN: 21105149AAAAF06252

Mumbai 26 October 2021

Corporate Office:

3rd Floor, IRS Complex, Chondivali Farm, Chandivali Village, Andheri (E), Mumbai - 400 072. Tel: 91 - 22 - 6640 4220 /48804200· Fax: 91 - 22 - 2857 3441 • e-mail: [email protected]. www.irb.co.in CIN: L65910MHl998PLC115967 .

IRB Infrastructure Developers Limited

Part -I: Statement of Standalone Unaudited Financial Results for the Quarter and Six months ended September 30, 2021 Rs. in Lakhs share data and

Particulars Quarter ended Six months ended
30.09.2021 30.06.2021 30.09.2020 30.09.2021 30.09.2020
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
1 Income
Revenue from operations
Other income
Total income
2 Expenses
(a) Contract and site expense 61,698.57 1,18,824.52 1,06,759.38 2,23,492.02
(b) Employee benefits expense 943.52 2,505.80 3,401.69 4,259.90
(c) Finance costs 34,787.79 20,643.21 49,193.17
(d) Other expenses 4,586.78 5,981.12 9,795.87
Total expenses (2a to 2d)
3
4
Profit/(loss) before tax (1)-(2)
Tax expenses
Cunent tax (150.09) 297.93 (592.50) 147.84 25.57
Defened tax (108.58) (68.54) 2.37 (177.12) 10.96 942.41
Total Tax expenses (258.67) 229.39 (590.13) (29.28) 36.53
5 Profit/(loss) for the period / {523.76) 655.24 15,983.26 131.48 17,645.94
year (3) - (4)
6 Other comprehensive income
not to be reclassified to profit
or Joss in subsequent
period/year:
- Mark to market gains/ (losses)
on fair value measurement of
investments (net of tax)
2,753.34 2,781.15 (4,635.25) 5,534.49 8,510.32
- Re-measurement gains/
(losses) on defined benefit plans
(net of tax)
1.08 1.09 0.15 2.17 0.31
Other Comprehensive
Income/(Ioss)
2,754.42 2,782.24 (4,635.10) 5,536.66 8,510.63
7 Total Comprehensive Income
for the period / year (5) + (6)
2,230.66 3,437.48 11,348.16 5,668.14 26,156.57 46,610.71
8 Paid-up equity share capital
(face value - Rs. 10 per share)
35,145.00 35,145.00 35,145.00 35,145.00 35,145.00
9 Other equity
10 Earnings per share (ofRs. 10
each) Basic and diluted - (Rs.)
(*not annualised)
(0.15)* 0.19* 4.55* 0.04* 5.02*

)l8iitts&lrtfdclni Knowledge Park, 11'" Floor, 1I'ar1"n)" II rAl!it lrlljl lf.i ide 'Ave,nue, Opp. Hiranandani ~:::a;j~~; Mumbai - 400 076 0fIl~~~~~ 1~ 91_22_6733 6400 / 40536400. • e-mail: [email protected]. www.irb.co.in

(R::;.ln La khs)
Particulars As at
30.09.2021
(Unaudited)
As at
31.03.2021
(Audited)
ASSETS
Non-current assets
Financial assets
Investments
i)
a. investment in subsidiaries and joint-ventures
b. other investments
7,65,482.16
53,939.24
8,41,427.03
ii)
Loans
1,18,247.45 49,702.40
iii)
Other financial assets
1,98,792.87 2,11,428.48
Other non-current assets 257.10 257.10
Total non-current assets (A) 11,36,718.82 11,02,815.01
Current as.sets
Financial assets
Investments
i)
1,150.75 6,403.39
ii)
Trade receivables
19,940.61 17,078.31
iii)
Cash and cash equivalents
52,214.02 57,784.25
iv)
Bank balance other than (iii) above
1,50,389.70 1,48,097.63
v)
Loans
50,445.95 56,400.48
vi)
Other financial assets
1,04,025.46 87,165.70
Current tax assets (net) 7,342.05 5,518.15
Other current assets 46,124.62 26,339.68
Total current assets (B) 4,31,633.16 4,04,787.59
TOTAL ASSETS (A+B) 15,68,351.98 15,07,602.60
EQUITY AND LIABILITIES
Equity
Equity share capital 35,145.00 35,145.00
Other equity 2,56, I 51.05 2,50,482.91
Total equity (A) 2,91,296.05 2,85,627.91
Non-current liabilities
Financial liabilities
i)
Borrowings
5,37,264.56 5,20,243.13
Provisions 253.48 251.02
Deferred tax liability (net) 680.71 857.10
Total non-current liabilities (B) 5,38,198.75 5,21,351.25
Current liabilities
Financial liabilities
i)
Borrowings
5,26,580.35 4,88,761.05
ii)
Trade payables
a) total outstanding dues of micro enterprises and small
enterprises
- -
b) total outstanding dues of creditors other than micro
-=--
enterprises
98,184.37 91,057. JO
fj
iii)
Other financial liabilities
C 0 . e'
79,853.86 79,980.59
~
«/
Other current liabilities
P HGOr
(()
~ • and
Cenlral
34,037.79 40,687.40
Provid
(
.a.w:
mg,
flNlh
I
Ilm llll ,Ii~
200.81 137.29
~~~:.-t.ia bilities (C)
I
)
lIeseoCenler
.:\'\1
\ Weslero fn'ee« 1I,;h\" "
I
7,38,857.18 7,00,623.44
12,77,055.93 12,21,974.69
15,68,351.98 15,07,602.60
-

Part -- II: Standalone Statement of Assets and Liabilities as at September 30, 2021

Standalone Statement of Cash flows for the six months ended September 30, 2021

Rs.in Lakhs)
Six months ended Six months ended
30.09.2021
(Unaudited)
30.09.2020
(Unaudited)
Cash flow from operating activities
Profit before tax 102.20 17,682.47
Adjustments:
Net gain on sale of current investments (6.72)
Gain on current investments at fair value through profit or loss (24.36) (58.41 )
Gain on fair value measurement of other receivables (88 .90)
Finance costs 34,787.79 20,643.21
Provision written back (428.17)
Provision for doubtful receivable 641.04
Interest income (10,911.74) (5,018.00)
Dividend income from long term investment in subsidiaries (17,573.34)
24,071.14 15,675.93
Movement in working capital: 28.90 277.22
Decrease in loans (2,862.29) (1,105.23)
(Increase) in trade receivables 216.92 462.55
Decrease in other financial assets (19,784.94) (7,646.90)
(Increase) in other assets 7,141.92 54,387.10
Increase in trade payables 292.08 (42,872.94)
Increase/(Decrease) in other financial liabilities
Increase in provisions
68.88 68.36
(Decrease) in other liabilities (6,649.60) (1,627.23)
2,523.01 17,618.86
Cash generated from operations
Taxes paid (net)
(1,971.74) (2,768.17)
(A)
Net cash flows generated from operating activities
551.27 14,850.69
Cash flows from investing activities
Investment in subsidiaries (36,441.84) (1,61,902.84)
Receipt of investment in subsidiary 741.64
Investment in joint-venture (19,463.20)
Proceeds from return of capital contribution from Public Invit 1,297.87
Investment in current investments (0.17)
Proceeds from sale of current investments 5,283.59
Investment in bank deposits (having original maturity of more than three months) (11,030.69) (3,748.80)
Proceeds from maturity of bank deposits (having original maturity of more than three
months)
8,733.32 3,108.69
Loan given to joint-ventures (42,117.00)
Repayments received for loans given to joint-ventures 48,288.27
Loan given to subsidiaries (4,671.82) (3,742.54)
Repayments received for loans given to subsidiaries \ 8,028.70 3,256.44
Interest received 5,918.53 4,858.08
Dividend received from subsidiary 17,573.34
(8)
Net cash flows (used in) investing activities
(26,174.44) (1,39,855.99)

Rs. in Lakhs)
Six months ended
30.09.2021
(Unaudited)
Six months ended
30.09.2020
(Unaudited)
Cash flow from financing activities
Proceeds from long-term borrowings - 40,000.00
Repayment of long-term borrowings (10,745.89) (41,456.27)
Proceeds from issue of non-convertible debentures 35,000.00 2,00,000.00
Proceeds!(Repayment) of current borrowings (net) 34,032.80 (15,748.08)
Loan taken from subsidiaries (short-term) 66,227.88 23,620.72
Loan repayment to subsidiary companies (short-term) (71,633.40) (78,104.75)
Finance cost paid (including moratorium period interest) (32,828.45) (18,583.72)
Dividend paid on equity shares - (17,572.50)
Net cash flows generated from financing activities (C) 20,052.94 92,155.40
Net decrease in cash and cash equivalents (A+B+C) (5,570.23) (32,849.90)
Cash and cash equivalents at the beginning of the period 57,784.25 34,570.45
Cash and cash equivalents at the end of the period 52,214.02 1,720.55
Components of Cash and Cash Equivalents
Balances with Banks
On current accounts 52,131.36 1,196.27
On deposit accounts - 441.47
Cash on hand 82.66 82.81
Total Cash and cash equivalents 52,214.02 1,720.55

Standalone Statement of Cash flows for the six months ended September 30,2021

The standalone cash flow statement has been prepared under Indirect Method as per Ind AS 7 "Statement of Cash Flows."

NOTES:

    1. The Company is engaged in the business of road infrastructure development. The Company secures contracts by submitting bids in response to tenders, in terms of which it is required to form Special Purpose Vehicle ("SPV") companies ("subsidiary companies") to execute the awarded projects. In so conducting its business, its revenues include income from road infrastructW'e projects, dividends from its subsidiaries! mutual funds and other income.
    1. As permitted by paragraph 4 ofIndian Accounting Standard (Ind AS) 108, "Operating Segments", notified under Section 133 of the Companies Act, 2013, read together with the relevant rules issued thereunder, if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need to be presented only on the basis of the consolidated financial statements. Thus, disclosure required by Regulation 33 of the SEB! (Listing Obligations & Disclosure Requirements) Regulations, 2015 on segment wise revenue results and capital employed are given in consolidated financial results.
    1. Non-convertible debentures (NCD)
  • III bered assets

  1. Additional disclosures as per Clause 52(4) and 54 Securities and Exchange Board Of India (Listing Obligations and Disclosures Requirements) Regu lations, 2015:
Sr. Financial covenants Quarter ended Six months ended Year ended
No. 30.09.2021 30.06.2021 30.09.2020 30.09.2021 30.09.2020 31.03.2021
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
I Debt - Equity ratio 3.65 3.54 3.53 3.65 3.53 3.53
(refer note a)
2 Adjusted t Debt - 1.51 : 1 1.49: 1 1.27: I 1.51 : I 1.27 : 1 1.31 : 1
Equity ratio (refer note
3 b)
Interest coverage ratio
1.01
(no. oftimes) (refer 1.11 2.27 1.06 2.27 1.50
note c)
4 Current ratio (in times) 0.58 0.56 0.44 0.58 0.44 0.58
(refer note d)
5 Adjusted Current ratio 2.03 2.14 1.91 2.03 1.60 1.91
6 (in times) (refer note e)
Long-debt to working
(2.17)
capital (refer note f) (2.09) (1.01) (2.17) (1.01) (2.08)
7 Adjusted Long-debt to 2.57 2.59 2.89 2.57 2.89 2.78
working capital (refer
note g)
8 Current liability ratio
(in %) (refer note h)
57.86% 56.94% 72.46% 57.86% 72.46% 57.34%
9 Adjusted Current 16.62% 15.03% 19.72% 16.62% 19.72% 17.34%
liability ratio «in %)
(refer note i)
10 Total debts to total 0.68 0.68 0.65 0.68 0.65 0.67
assets ratio ( in times)
(refer note j)
11 Adjusted Total debts to 0.44 0.43 0.32 0.44 0.32 0.42
total assets ratio
(in times) (refer note k)
12 Debtor turnover (no. of 46.62 42.27 55.20 50.28 54.99 37.74
13 days) (refer note I)
Operating margin (in
14.06% 17.34% 11.80% 15.66% 11.89% 13.63%
%) (refer note ml
14 Net profit margin (in (0.68%) 0.90% 23.17% 0.09% 13.39% 6.85%
%) (refer note n)
15 Capital redemption Not Not Not Not Not Not
16 reserve
Debenture redemption
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
reserve Applicable Applicable Appli cable Applicable Applicable Applicable
17 Networth (Rs. in Lakhs) Rs. Rs. Rs. Rs. Rs. Rs.
(refer note 0) 291,296.05 289,065.38 265,173.77 291,296.05 265,173.77 285,627.91
18 Net profit after tax (Rs.
in Lakhs)
Rs. (523.76) Rs.655.24- Rs. 15,983.26 Rs. 131.48 Rs. 17,645.94 Rs. 18,850.88
19 Earnings per share Rs. (0.15) Rs.O.19 Rs.4.55 Rs.0.04 Rs.5.02 RS.5.36
basic and diluted (not
annualised except year
ended March 31 , 2021) 1.01 1.11 2.27 fo 1.50
20 Debt Service Coverage
Ratio (DSCR) (no. of
106 ~
7
times) (refer notep)_ I Q: f1'Il
21 Asset coverage ratio for 2.61 2.81 2.65 \~~~ b.j 2.81
listed debt securities (in ~
~5
times)ircf'er note q)

Sr. Financial covenants - Quarter ended Six months ended Year ended
No. 30.09.2021
(Unaudited)
30.06.2021
(Unaudited)
30.09.2020
(Unaudited)
30.09.2021
(Unaudited)
30.09.2020
(Unaudited)
31.03.2021
(Audited)
22 Outstanding
Redeemable Preference
shares
Nil Nil Nil Nil Nil Nil
23 Bad debts to accounts
receivable (in %) (refer
note r)
Nil Nil Nil Nil Nil Nil
24 Inventory turnover ratio
(refer note s)
Nil Nil Nil Nil Nil Nil

Note-

  • a. Debt Equity ratio: Total Debt divided by Equity
  • b. Adjusted Debt Equity ratio: Borrowings (excluding unsecured loans from related parties) Cash and Bank Balances - Fixed Deposits - Liquid Investments - investment in IRB Invit Fund) divided by Equity
  • c. Interest coverage ratio (no. of times) : Profit before interest divided by interest expense (net of moratorium interest, interest cost on unwinding (long term unsecured loans) and amortisation of transaction cost)
  • d. Current ratio (in times) : Current Assets / Current liabilities
  • e. Adjusted Current ratio (in times) : Current Assets / Current liabilities excluding Current maturities of long term debt, interest accrued theron and current borrowings.
  • f. Long-debt to working capital: Non-current borrowings + Current maturities of Long term borrowings divided by net working capital excluding Current maturities of long term debt and interest accrued on borrowings
  • g. Adjusted Long-debt to working capital : Non-current borrowings + Current maturities of Long term borrowings divided by net working capital excluding current borrowings
  • h. Current liability ratio (in %) Current liabilities / Total liabilities
  • I. Adjusted Current liability ratio (in %) : Current liabilities excluding current maturities of long term debt and interest accrued on borrowings and current borrowings / Total liabilities
  • j. Total debts to total assets ratio ( in times) (Short term debt + Long-term debt) divided by Total assets
  • k. Adjusted Total debts to total assets ratio (in times) : (Short term debt + Long-term debt excluding unsecured loans from related parties and interest accrued on borrowings» divided by Total assets
  • l. Debtor turnover ratio: Revenue from operationszx / Average (Trade receivable and contract assets) * No. of days
  • m. Operating margin (in %) : profit before interest, depreciation and amortisation and tax less Other income divided by Revenue from operation
  • n. Net profit margin (in %) : profit after tax / Revenue from operation
  • o. Networth (Rs. in Lakhs) as per section 2(57) of the Companies Act, 2013
  • p. Debt Service Coverage Ratio (DSCR) (no. of times) : Profit before interest, divided by Interest expense {net of moratorium interest, interest cost on unwinding (long term unsecured loans) and amortisation of transaction cost) together with repayments of long term debt during the period (netted off to the extent oflong term loans availed during the same period for the repayment)
  • q. Asset coverage ratio: Total assets pledged for listed debt securities divided by outstanding balance of listed debt securities.
  • r. Bad debts to accounts receivable (in %) : Bad debts divided by average trade receivable
  • s. Inventory turnover ratio: Revenue from operation / average inventory * no. of days.
    1. The unaudited results for the quarter and six months ended September 30, 2021 have been reviewed by the Audit Committee at their meeting held on October 26, 2021 and thereafter approved by the Board of Directors at their meeting held on October 26, 2021. The joint statutory auditors have expressed an unqualified review opinion.

    1. The Board of the Company approved the issue and a[Jotm I1t ()f n lies than I I 65 26 032 ( lev n crores sixty ft e lakhs twenty six thou and and thirty two) quily hares and ul to 15,0 I ,59,212 (fifteen cr res ne lakh ftfty nine thousand two hundred and twelv ) Equity hares t Cintra [NR Investments BV (" iutl'3 ) through preferential issue on a private placement basi ubject to the upproval of the harehollers f the Company and lIch other regulatory Statutory or other approvals and intimations as may be required, for cash consideration, at a price of Rs. 211.79 per Equity Share.
    1. Further, the Board of the Company ha also approved the issue and allotment of not less than 6,52,11,495 (six crore fifty two lakh eleven thousand four hundred and ninety five) Equity Shares but only up to 10,22,90,788 (ten crore twenty two lakh ninety thousand seven hundred and eighty eight) Equity Shares to Bricklayers Investment Pte. Ltd. ("GIC") through preferential issue on a private placement basis subject to the approval of the shareholders of the Company and such other regulatory, statutory or other approvals and intimations as may be required, for cash consideration, at a price ofRs. 211.79 per Equity Share.
    1. Further, the Company's Audit Committee and the Board of Directors have considered and approved the sale of the non-core assets (Land & Building at Chandivali owned by a subsidiary of the Company and celtain equity shares of Aryan Infrastructure Investments Private Limited owned by the Company) to Mr. Virendra D. Mhaiskar, the Promoter of the Company (directly or through his affiliates) (,'TI'an actions") to be effected at the prevailing market price (011 the date of purchase) on arm 's length basis within a period of two (2) years, such that the aggregate net consideration shall be n01 less than RsA15 crores (Ind ian Rupees FOLlI' Hundred and fifteen Crores) and not more than Rs.420 crores (lndian Rupees Four Hundred and Twenty Crores).
    1. Previous period figures have been re-grouped/ re-classified wherever necessary, to conform to current period's classification in order to comply with the requirements of the amended Schedule III to the Companies Act, 2013 effective April 1,2021
    1. The results of the Company are available for investors at, www.irb.co.in, www.nseindia.com and www.bseindia.com.

For IRB INFRASTRUCTURE DEVELOPERS LIMITED

~~

Virendra D. Mhaiskar Chairman and Managing Director

Place: Mumbai Date: October 26, 2021

Press Release:

IRB Infra posts Q2FY22 net profit at Rs. 42 Crs; Revenue at Rs. 1,504 Crs

  • Toll collections surpasses pre-COVID-19 levels in most of the assets
  • Bagged Chittoor Thachur six laning highway HAM project in Tamil Nadu
  • Achieves full COD for its Chittorgarh Gulabpura Rajasthan BOT Asset
  • Starts commercial operations from newly developed Sindhudurg Airport

Mumbai, October 26, 2021: Ensuring the consistent recovery from the COVID-19 pandemic impact, IRB Infrastructure Developers Ltd., today declared its Q2FY22 profit at Rs. 42 Crs and the revenue at Rs. 1,504 Crs; up by 315% and 29% respectively against the corresponding period of FY21.

The Company announced its financial results for the Q2 FY22 in a Board Meeting held in Mumbai today.

While commenting on the occasion, Mr. Virendra D. Mhaiskar, Chairman & Managing Director of the Company said, "Despite the impact of the second wave of the COVID-19 pandemic, the 2nd quarter was encouraging, as we achieved full COD for our Rajasthan BOT project, commenced commercial operations from Sindhudurg Airport, as well as bagged HAM project in Tamil Nadu and above all completed fund raising for the Private InvIT." He further added, "With onset of Festival Season in India and more relaxations announced by the Govt., traffic movement is expected to significantly improve further resulting in much stronger H2FY22."

(In Rs Cr)
Particulars Q2FY22 Q2FY21 %
Change
H1FY22 H1FY21 %
Change
Total Income 1,504 1,169 29% 3,175 2,242 42%
EBITDA 757 601 26% 1,502 1,129 33%
Profit Before Tax 115 37 211% 255 116 120%
PAT before share of JV 78 22 255% 184 68 171%
PAT after share of JV 42 (20) 310% 114 (50) 328%
Cash Profit 243 151 61% 485 356 36%

Financial Performance:

*Q2 and H1 of FY21 numbers reflect the impact of total lockdown due to COVID-19 pandemic first wave ** H1 of FY22 numbers reflect impact of partial lockdown due to COVID-19 second wave

The Business Performance:

Toll collections have witnessed pre-COVID-19 levels across almost all BOT assets (Mumbai Pune project revenue growth is 39% during the quarter as compared to corresponding quarter of the last year); with a meaningful pick-up in economic activity across the country.

  • Company achieves full COD for its Chittorgarh Gulabpura BOT Asset; thus, leading to 58% increase in tariff with commencement of Toll collection at full rates.
  • Awarded LoA for Rs. 909 Crs Chittoor Thachur six laning HAM project in Tamil Nadu with 20.060 Kms stretch between Pondavakkam to Kannigaipair.
  • Started commercial flights operations from the newly developed green-field Sindhudurg Airport in Maharashtra.

About IRB Infrastructure Developers Ltd:

IRB Infrastructure Developers Ltd (IRB) is the largest private roads and highways infrastructure developer in India, with an asset base of over Rs. 55,000 Crs. across the parent company and two InvITs.

The Company has strong track record of constructing over 13,095 lane Kms pan India in 2 decades and has an ability to construct over 500 Kms in a year.

It has approx. 20% share in India's prestigious Golden Quadrilateral project, which is the largest by any private infrastructure developer in India.

IRB Group's portfolio (including Private and Public InvIT) comprises of 24 projects in all, which includes 24 highway projects in 18 BOT, 1 TOT and 4 HAM space and 1 Airport project in Sindhudurg District of Maharashtra.

For further details, please contact:

IRB Infrastructure Developers Ltd announces the largest equity fundraise of up to INR 5,347 Cr by an Indian road developer through a preferential allotment of equity shares to affiliates of Ferrovial S.A and GIC

Mumbai, 26 Oct 2021: IRB Infrastructure Developers Limited ("IRB") today announced two equity fundraises through preferential allotments to (a) Cintra INR Investments BV ("Cintra"), a 100% subsidiary of Cintra Global S.E. and (b) Bricklayers Investment Pte. Ltd, an affiliate of GIC ("GIC"), Singapore's sovereign wealth fund.

Cintra Global S.E., a 100% subsidiary of global infrastructure giant Ferrovial S.A ("Ferrovial"), through its subsidiary Cintra would invest equity capital of up to INR 3,180 Cr into India's largest toll road developer – IRB; Cintra will have a maximum stake of 24.9% stake in IRB post their investment.

GIC (through its affiliate), would invest equity capital of up to INR 2,167 Cr into IRB for a maximum stake of up to 16.9% stake in IRB post their investment.

The total investment proceeds to IRB from these investments will be a maximum of INR 5,347 Cr. The issue price for both the preferential allotments is INR 211.79 per share.

Mr. Virendra D. Mhaiskar, the Founder Promoter of IRB will continue as the promoter and single largest shareholder post completion of the transactions with an approximate 34.0% stake and will retain management control of IRB.

These equity fund raises will help achieve the twin objectives of Deleveraging and Access to Growth Capital to participate in the massive infrastructure development and monetization plan of the Govt. of India.

IRB's execution capabilities, Cintra's global best practices and technical prowess coupled with GIC backing as a long-term investor will be a launch pad for IRB to capture unprecedented growth in a capital efficient manner.

The two transactions are subject to execution of definitive documents, approval of IRB Shareholders, receipt of regulatory and lenders approvals and satisfaction of customary condition precedents.

Indicative Use of Proceeds from the Investment

  • Deleveraging of the Corporate Level Debt c. INR 3,250 Cr
  • Growth Capital for Current and Future Opportunities Max INR 1,497 Cr
  • General Corporate Purposes c. INR 600 Cr

Post Transaction Shareholding

Post the conclusion of the two transactions and maximum investment of INR 5,347 Cr. the shareholding pattern of IRB will be as below:

Mr. Virendra D. Mhaiskar and affiliates (Promoter) – c. 34.0%, Other Public Shareholders – c.66.0%

In the eventuality that IRB is unable to issue shares to both investors concurrently (including due to timing of receipt of regulatory approvals of either investor being longer than the regulatory approvals for the other investor), the total investment would get reduced to INR 4,307 Cr – 4,462 Cr. The exact quantum will depend on which investor transaction is completed earlier.

Commenting on the occasion, Mr. Virendra Mhaiskar, CMD – IRB Infrastructure Developers Ltd. said "We are delighted to welcome Ferrovial through its subsidiary - Cintra into the IRB Family. Through this investment, IRB will deeply benefit in terms of their global experience and best practices in the development, investment, and operation of toll road projects. We deeply value the existing relationship with GIC. This new investment by GIC is a further stamp of approval of their confidence on the robust business model of IRB. The strategy we initiated in 2017 by sponsoring the first Public InvIT provided IRB a platform for recurrent capital recycling. This strategy was further strengthened in 2019 by sponsoring the Private InvIT, which enhanced the business model by getting a recurrent investor for reducing equity commitments thus increasing the ability to take in more projects at one time. The current transaction which addresses the twin objectives of deleveraging the holdco debt and providing growth capital is the final step in optimizing the capital structure, unleashing the free cash flow generation for growth, thus creating immense shareholder value."

Commenting on the occasion, Mr. Andres Sacristan, CEO – Cintra said "This investment in IRB Infrastructure Developers represents a great opportunity for Cintra to expand into a new market for us — India — that has very promising fundamentals for toll road development. IRB has a portfolio of high-quality assets and a platform with the capability to capture some of the strong growth expected in this sector. Cintra would work with IRB to enhance its competitive position in the Indian market. Our international experience as an investor and operator would optimize IRB's operational capacity and ESG compliance, a field in which Cintra and Ferrovial are international leaders"

Commenting on the occasion, Mr. Eng Seng Ang, CIO – Infrastructure at GIC said "Our investment in IRB, a leader in Indian road infrastructure, will enable the company to develop and operate a greater network of roads and further enhance the infrastructure in India. As a longterm global investor, we see India as a key market, given its strong economic fundamentals and infrastructure development potential."

Avener Capital Private Limited acted as the exclusive financial advisor to IRB for the transaction. S&R Associates acted as a legal advisor to IRB.

About IRB Infrastructure Developers Ltd

IRB Infrastructure Developers Ltd (IRB) is the largest private roads and highways infrastructure developer in India, with an asset base of over Rs. 55,000 Crs. across the parent company and two InvITs.

The Company has strong track record of constructing over 13,095 lane Kms pan India in 2 decades and has an ability to construct over 500 Kms in a year.

It has approx. 20% share in India's prestigious Golden Quadrilateral project, which is the largest by any private infrastructure developer in India.

IRB Group's portfolio (including Private and Public InvIT) comprises of 24 projects in all, which includes 24 highway projects in 18 BOT, 1 TOT and 4 HAM space and 1 Airport project in Sindhudurg District of Maharashtra.

IRB's order book as on 30th September 2021 stands at c. INR 13,164 Crores.

About Cintra/ Ferrovial

Cintra is one of the leading companies in the private development of transportation infrastructure throughout the world, by number of projects and by volume of investment. Cintra currently manages about 915 miles of highways, spread over 23 concessions in Canada, the United States, Europe, Australia and Colombia including a 43.23 percent stake in the 407 ETR highway concessionaire in Ontario, Canada.

Ferrovial, a leading global infrastructure operator, is committed to developing sustainable solutions. It is a member of Spain's blue-chip IBEX 35 index and an industry leader in the Dow Jones Sustainability Index; it is part of FTSE4Good and the Carbon Disclosure Project, and all its operations are conducted in compliance with the principles of the UN Global Compact, which the company adopted in 2002.

About GIC

GIC is a leading global investment firm established in 1981 to secure Singapore's financial future. As the manager of Singapore's foreign reserves, GIC takes a long-term, disciplined approach to investing, and is uniquely positioned across a wide range of asset classes and active strategies globally. These include equities, fixed income, real estate, private equity, venture capital, and infrastructure. GIC's long-term approach, multi-asset capabilities, and global connectivity enables GIC to be an investor of choice. Headquartered in Singapore, GIC has a global talent force of over 1,800 people in 10 key financial cities and have investments in over 40 countries.

For more information on GIC, please visit gic.com.sg or follow us on LinkedIn.

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