IRB Infra seeks nod for ₹22,940 crore related party deals via postal ballot

IRB Infrastructure Developers has initiated a postal ballot process to seek shareholder approval for material related party transactions involving 12 Project SPVs of IRB Infrastructure Trust. The transactions, which aggregate to approximately ₹22,940.25 crore including GST, pertain to the extension of project implementation agreements for operation and maintenance (O&M) works and project management services. The approval is crucial for ensuring the continuity of project management services for long-term concession assets, aligning the O&M period with the concession period to maintain operational efficiency and stability.

The Board of Directors approved the postal ballot notice on July 2, 2026, in accordance with Section 110 of the Companies Act, 2013 and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has engaged KFin Technologies Limited to facilitate the remote e-voting process. Mihen Halani & Associates has been appointed as the scrutinizer to oversee the voting process in a fair and transparent manner.

Resolution Details

The postal ballot notice includes one key resolution for member approval. The details of the resolution are outlined below:

Item No.	Description of Resolution
1	To consider and approve material related party transactions in relation to extension of the term of project implementation agreements with 12 Project SPVs of IRB Infrastructure Trust.

Transaction Overview

The proposed transactions involve extending the term of project implementation agreements with the following 12 Project SPVs: AE Tollway Limited, CG Tollway Limited, IRB Westcoast Tollway Limited, Solapur Yedeshi Tollway Limited, Yedeshi Aurangabad Tollway Limited, Udaipur Tollway Limited, Palsit Dankuni Tollway Private Limited, IRB Golconda Expressway Private Limited, Samakhiyali Tollway Private Limited, IRB Lalitpur Tollway Private Limited, IRB Kota Tollway Private Limited, and IRB Gwalior Tollway Private Limited. The total estimated value of these transactions is up to ₹22,940.25 crore, inclusive of GST.

Project SPV	Estimated Value (₹ Crore)
AE Tollway Limited	Up to 1,382.03
CG Tollway Limited	Up to 881.57
IRB Westcoast Tollway Limited	Up to 891.43
Solapur Yedeshi Tollway Limited	Up to 840.17
Yedeshi Aurangabad Tollway Limited	Up to 1,046.55
Udaipur Tollway Limited	Up to 718.46
Palsit Dankuni Tollway Private Limited	Up to 694.19
IRB Golconda Expressway Private Limited	Up to 12,744.21
Samakhiyali Tollway Private Limited	Up to 511.44
IRB Lalitpur Tollway Private Limited	Up to 2,053.95
IRB Kota Tollway Private Limited	Up to 399.28
IRB Gwalior Tollway Private Limited	Up to 776.96
Total	Up to 22,940.25

E-Voting Schedule

The remote e-voting facility will be available to members whose names appear in the Register of Members as on the cut-off date of June 30, 2026. The voting schedule is as follows:

Event	Date and Time
Commencement of remote e-voting	Sunday, July 5, 2026 (09:00 a.m.)
End of remote e-voting	Monday, August 3, 2026 (05:00 p.m.)

The results of the e-voting will be announced on or before Wednesday, August 5, 2026, and will be available on the company's website and the stock exchanges. The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-0.64%	-2.42%	-4.40%	-1.32%	-15.80%	+126.85%

IRB Infrastructure Developers announced that its Board has approved Project Implementation Agreements (PIAs) with IRB InvIT Fund and its project SPVs to act as the Project Manager. The agreements, valued at approximately ₹2,663 crore on a fixed price basis inclusive of taxes, cover the balance concession period of approximately 18 years on a weighted average life. This strategic move follows the execution of a binding term sheet to transfer two Build-Operate-Transfer (BOT) assets—Solapur Yedeshi Tollway Limited (SYTL) and CG Tollway Limited (CGTL)—to the InvIT, unlocking an equity value of ₹2,744 crore.

The Board approval, dated July 2, 2026, is in pursuance of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014. The appointment as Project Manager is proposed to become effective upon the completion of the transfer of 100% of the equity share capital of the Project SPVs from IRB Infrastructure Trust to the Public InvIT. The company clarified that the transaction does not fall under related party transactions under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and is conducted at arm's length.

Project Details

The PIAs encompass the operation and maintenance of two key highway assets. The Solapur Yedeshi NH211 project in Maharashtra spans 395 lane kms under BOT mode, while the Chittorgarh Gulabpura NH79 project in Rajasthan covers 749 lane kms. The combined contribution of these SPVs was approximately ₹307 crore, or 3.5%, of the Trust's consolidated turnover for the financial year 2025-26.

Asset Name	Mode	Lane Kms
Solapur Yedeshi NH211 (Maharashtra)	BOT	395
Chittorgarh Gulabpura NH79 (Rajasthan)	BOT	749

Operational Impact

Post-transfer, IRB Infrastructure Developers will manage the O&M order book for these assets. The new ₹2,663 crore agreements are expected to bolster the company's revenue stream over the next 18 years. The Board also approved the extension of the term of existing project implementation agreements for 12 other project SPVs, continuing the company as the Project Manager until the end of the original concession period. The aggregate estimated value of these amendments is up to ₹22,940.25 crore, including GST. An extraordinary meeting of unitholders will be convened to seek approval for these transactions.