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IRB Infrastructure Developers Limited Capital/Financing Update 2025

Dec 30, 2025

62323_rns_2025-12-30_6fa63d4a-621e-4641-81b8-8cbae4e3d456.pdf

Capital/Financing Update

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Date: December 30, 2025

To, Corporate Relationship Department, Listing Department, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, C-1 Block G, Dalal Street, Mumbai 400 001 Bandra Kurla Complex, Bandra (E), Mumbai 400 051

Dear Sir / Ma’am,

Ref: Scrip Code: 532947, Symbol: IRB

Sub – Execution of Letter Agreement - Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”)

In furtherance of our letters dated November 29, 2021 and December 31, 2021 and in accordance with Regulation 30 read with Part A of Schedule III of the SEBI Listing Regulations, we hereby inform you that the Company has executed a letter agreement dated December 30, 2025 (“ Letter Agreement ”) in relation to the investment agreement as disclosed in our letter dated November 29, 2021 then executed by and among the Company, Cintra INR Investments BV (“ Cintra ”), Mr. Virendra D. Mhaiskar, IRB Holding Private Limited and certain other members of the Promoter and Promoter Group of the Company.

The details of the Letter Agreement required to be disclosed pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are annexed herewith as Annexure I.

We request you to kindly take the above on record.

For IRB Infrastructure Developers Limited

Digitally signed Mehulkuma by Mehulkumar r Natwarlal Natwarlal Patel Patel Date: 2025.12.30 21:22:50 +05'30' Mehul Patel

Company Secretary

Annexure – 1

Details of the Letter Agreement

Annexure – 1
Details of the Letter Agreement
a) name(s) of parties with
whom the agreement is
entered;
The following persons are parties to the Letter Agreement:
(i)
IRB Infrastructure Developers Limited
(ii)
Cintra INR Investments BV (“Cintra”)
(iii)
Mr. Virendra D. Mhaiskar
(iv)
IRB Holding Private Limited
(v)
Mrs. Deepali Mhaiskar
(vi)
VirendraD.Mhaiskar HUF
b) purpose of entering into
the agreement;
Please refer to the section titled_‘Details of amendment and impact_
_thereof / reasons for termination and impact thereof’_of paragraph
(i) below.
c) shareholding, if any, in
the entity with whom
the
agreement
is
executed;
Nil
d) significant terms of the
agreement
(in
brief)
special rights like right
to
appoint
directors,
first
right
to
share
subscription in case of
issuance of shares, right
to restrict any change in
capital structure etc.;
Nil
e) Whether the said parties
are
related
to
promoter/promoter
group/ group companies
in any manner. If yes,
nature of relationship;
The parties to the Letter Agreement include certain members of the
promoter and promoter group of the Company.
f) whether the transaction
would
fall
within
related
party
transactions?
If
yes,
whether the same is
done at“arm’s length”
No
g) in case of issuance of
shares to the parties,
details of issue price,
class of shares issued;
Not Applicable
h) any other disclosures
related
to
such
agreements, viz., details
of nominee on the board
Nil
of directors of the listed
entity, potential conflict
of interest arising out of
suchagreements, etc.;
i) in case of termination or amendment of agreement, listed entity shall disclose additional details
to the stock exchange(s):
i. name of parties to the
agreement;
The following persons are parties to the Letter Agreement:
(i)
IRB Infrastructure Developers Limited
(ii)
Cintra INR Investments BV (“Cintra”)
(iii)
Mr. Virendra D. Mhaiskar
(iv)
IRB Holding Private Limited
(v)
Mrs. Deepali Mhaiskar
(vi)
Virendra D. Mhaiskar HUF
(iii) to (vi) are individually referred to as “Promoter” and
collectively referred to as the“Promoter Group”.
ii. nature
of
the
agreement;
Letter Agreement varying certain terms of the Investment
Agreement as referred above
iii. date of execution of
the agreement;
December 30, 2025
iv. details of amendment
and impact thereof or
reasons
of
termination
and
impact thereof.
Waiver and release by Cintra of certain obligations of the Promoter
and the Promoter Group under the investment agreement, as referred
above, executed by and among the Company, Cintra and the
Promoter Group and the terms and conditions thereof.