IRB Infrastructure Developers Limited - Capital/Financing Update 2025

Date: May 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

Subject: Update on Non-Binding Offer from IRB Infrastructure Trust to IRB InvIT Fund

We refer to the earlier disclosures dated November 14, 2024 and May 8, 2025, in this regard.

Please find attached a copy of an update provided by IRB Infrastructure Trust (an associate of the Company, the “Private InvIT” ) regarding the approval of the binding term sheet for transfer of 100% of equity share capital of each of IRB Hapur Moradabad Tollway Limited, Kaithal Tollway Limited and Kishangarh Gulabpura Tollway Limited (collectively referred as to “ Project SPVs ”) to the IRB InvIT Fund (the “Public InvIT” ) a publicly offered and listed infrastructure investment trust, by the Board of Directors of MMK Toll Road Private Limited, the Investment Manager to the Private InvIT on May 30, 2025.

Please find enclosed a press release by the Company in this regard.

Please find enclosed copy of the disclosure filed with Stock Exchanges by the Private InvIT in this regard.

You are requested to kindly take note of the same.

For IRB Infrastructure Developers Limited

Digitally signed Mehulkuma by Mehulkumar r Natwarlal Natwarlal Patel Patel Date: 2025.05.30 19:53:03 +05'30'

Mehul Patel

Company Secretary

Encl. as above

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Press Release

IRB Infrastructure Trust, IRB Infra's Associate, signs a binding Term Sheet to sell three BOT highway assets with Enterprise Value of approx. Rs.8,450 Crs

Deal proceeds of approx. Rs.4,905 Crs (equity value) to be used to fund upcoming opportunities in the Sector to the tune of around Rs.15,000 Crs
Following the asset churn strategy and with access to subsequent deal proceeds, the Group is poised to reach an asset base of Rs.1,40,000 crores from Rs.80,000 crores within the next three years

Mumbai, May 30, 2025: Further to the non-binding offer exchanged on 8[th] May 2025, IRB Infrastructure Trust (Private InvIT associate of the Company) and IRB InvIT Fund (Public InvIT arm sponsored by the Company) have now executed a binding term sheet to transfer three BOT Highway Assets from former to later.

The Board of Directors of the Investment Managers of both the entities have agreed to proceed with the deal at their respective Board Meetings held today.

Commenting on the development, Mr. Virendra D. Mhaiskar, Chairman & Managing Director of the Company said, “This is a remarkable feat, benefiting both InvITs and charting out their path to sustainable growth. The Company and IRB Infrastructure Trust can leverage deal proceeds to fund future sector opportunities almost 2x the size of assets being transferred. Furthermore, this expansion in IRB InvIT Fund's portfolio enhances its weighted average life with the addition of high-revenue BOT highway assets.” He further said, “Our B.E.S.T. strategy is now implemented in its entirety and is yielding tangible results, including a win-win equation for stakeholders across IRB Infra, IRB Infrastructure Trust, and IRB InvIT Fund. This development propels us towards our goal of achieving Rs.1,40,000 Crs asset base in three years.”

To re-iterate, the IRB Infrastructure Trust and the IRB InvIT Fund had exchanged the non-binding offer on 8[th] May 2025 for transfer of former’s three BOT Highway Assets, Viz. Hapur Moradabad Highway, Kaithal Rajasthan Highway and Kishangarh Gulabpura Highway admeasuring around 1,800 Lane Kilometers with an aggregate enterprise value of around Rs.8,450 Crs and corresponding equity value of Rs.4,905 crores.

Benefits of the proposed transfer to IRB Infrastructure Developers Limited

IRB’s vision has always been to implement the “BEST” strategy wherein the objective is:

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Press Release

Bid – Bid for BOT/ TOT/ HAM projects
Execute – Undertake the construction activity and develop high quality assets under the Private InvIT platform
Stabilize – Support the asset in its initial phase wherein the traffic on the project stretch is stabilized over time
Transfer – Transfer the asset and utilize the realized capital for pursuing fresh growth opportunities
The transfer of the three assets is part of the asset rotation strategy of transferring stabilized and mature assets to the Public InvIT
This strategy will enable IRB to grow its asset base while continuing to maintain fiscal prudence as new projects can be bagged without having to increase the leverage.
The sale proceeds of Rs.4,905 Crs will be re-deployed towards asset addition of approx. Rs.15,000 Crs.

About IRB Infrastructure Developers Ltd:

IRB Infrastructure Developers Ltd (IRB) is India’s first Integrated Multi-National Transport Infrastructure Developer in Roads & Highways segment. The Company has acquired ISO Certification in Quality (ISO 9001); Environment Management (ISO 14001), Occupational Health and Safety (ISO 45001) and IT Security (ISO 27001) from the ISOQAR, United Kingdom.

As the largest integrated private toll roads and highways infrastructure developer in India, IRB has an asset base of approx. Rs.80,000 Crs. in 12 States across the parent company and two InvITs.

The Company has strong track record of constructing, tolling, operating, and maintaining around 19,000 lane Kms pan India in its existence of more than 25 years in India; of which 15,500 Lane Kms are under operations at present.

The group commands a market share of around 33% of the awarded TOT space. It also comprises around 14% share in the prestigious Golden Quadrilateral Highway Project and 12% share in India’s North South highway connectivity.

After successfully completing 13 Concessions and handing over them to the nodal agencies, at present, IRB Group’s project portfolio (including Private and Public InvIT) has now 26 road projects that include 18 BOT, 4 TOT, and 4 HAM projects.

For further details, please contact:

Parikshit Sharma, Concept PR, 88989 39833, [email protected]
Kiwishka Kaur Kalsi, Concept PR, 75068 61969 [email protected]

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Press Release

Vivek Devasthali, Head, Corporate Communications, 99300 80099, [email protected]

Disclaimer:

Except for the historical information contained herein, statements in this communication and any subsequent discussions, which include words or phrases such as ‘will’, ‘aim’, ‘will likely result’, ‘would’, ‘believe’, ‘may’, ‘expect’, ‘will continue’, ‘anticipate’, estimate’, ‘intend’, ‘plan’, ‘contemplate’, ‘seek to’, ‘future’, ‘objective’, ‘goal’, ‘likely’, ‘project’, ‘on-course’, ‘should’, ‘potential’, ‘pipeline’, ‘guidance’, ‘will pursue’ ‘trend line’ and similar expressions or variations of such expressions may constitute ‘forwardlooking statements’.

The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements.

These risks and uncertainties include but are not limited to the IRB Infrastructure Developers Limited and/ or its Associates’ ability to successfully implement its strategy, its growth and expansion plans, obtain regulatory approvals, provisioning policies, technological changes, investment and business income, cash flow projections, exposure to market risks as well as other risks. In addition, the consummation of the transactions described herein is subject to various conditions precedent.

IRB Infrastructure Developers Limited does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

These materials are not a prospectus, a statement in lieu of a prospectus, an offering circular, an invitation or an advertisement or an offer document under the Indian Companies Act, 2013 together with the rules and regulations made thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, or any other applicable law in India.

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