IRB Infrastructure Trust has scheduled an Extraordinary Meeting (EM) of unitholders on July 16, 2026, via video conferencing, to seek approval for extending project implementation agreements (PIAs) for 12 project SPVs and transferring two road assets to IRB InvIT Fund. The Trust proposes to extend the term of IRB Infrastructure Developers Limited as the Project Manager for the SPVs until the end of their original concession periods. The aggregate estimated value of these PIA extensions is approximately INR 22,940.25 crore, inclusive of GST at 18%, representing about 32.75% of the Trust's assets as on March 31, 2026.

Project Implementation Agreement Extensions

The Board and Audit Committee of the Investment Manager approved the proposal on July 2, 2026. The extension covers SPVs including AE Tollway Limited, CG Tollway Limited, Solapur Yedeshi Tollway Limited, and IRB Golconda Expressway Private Limited. The agreements will be on a fixed-price basis, intended to provide cost certainty and improve cash flow stability. The amended tenure for most SPVs commences on April 1, 2030, or later depending on the initial term expiry, and continues until the end of the original concession period.

Asset Transfer to IRB InvIT Fund

Unitholders will also consider the transfer of 100% equity share capital of CG Tollway Limited and Solapur Yedeshi Tollway Limited to IRB InvIT Fund. The aggregate purchase consideration is an equity value of INR 2,744 crore, which may increase at 10% per annum if closing is delayed beyond September 30, 2026. The resulting aggregate enterprise value as of September 30, 2026, is INR 4,605 crore, accounting for existing external gross debt of INR 591 crore (SYTL) and INR 1,270 crore (CGTL). This transaction represents approximately 6.57% of the Trust's assets.

E-voting and Meeting Details

Remote e-voting will be facilitated by Central Depository Services (India) Limited (CDSL). The e-voting window opens on July 13, 2026, at 9:00 a.m. IST and closes on July 15, 2026, at 5:00 p.m. IST. The cut-off date to determine unitholder eligibility is July 9, 2026. M/s. Kaushal Dalal & Associates has been appointed as the scrutinizer for the process.

IRB InvIT Fund disclosed the Valuation Report issued by Grant Thornton Valuation Advisors Private Limited, along with Traffic Due Diligence Reports and O&M Cost Projection Reports for the acquisition of Solapur Yedeshi Tollway Limited (SYTL) and CG Tollway Limited (CGTL) from IRB Infrastructure Trust. The Investment Manager to IRB InvIT Fund approved a binding term sheet for this related party transaction, which involves an aggregate equity value of INR 2,744 crore and an aggregate enterprise value of INR 4,605 crore as of September 30, 2026.

The valuation, dated March 31, 2026, estimates the fair equity value of the target assets at INR 2,810.8 crore. An illustrative roll forward to September 30, 2026, projects an equity value of INR 2,945.9 crore. The transaction involves the transfer of 100% of the equity share capital of the Target SPVs and the repayment of subordinated debt and shareholder loans.

Valuation and Traffic Due Diligence

Grant Thornton Valuation Advisors Private Limited utilized the Discounted Cash Flow (DCF) method to arrive at the fair value, considering financial projections provided by the management. The weighted average cost of capital (WACC) for the target assets was estimated at 9.4%. The valuation report confirms that the management has provided audited balance sheets as of March 31, 2026, and projected balance sheets for September 30, 2026.

Steer Davies Gleave India Private Limited conducted the traffic due diligence, providing traffic and revenue forecasts for the concession periods. The reports include detailed traffic analysis, origin-destination surveys, and revenue projections for both assets, which are expected to enhance revenue stability and expand the portfolio through geographical diversification.

O&M Cost Projections

LEA Associates South Asia Pvt. Ltd. issued the O&M Cost Projection Reports for both assets. The total O&M cost for SYTL, including GST, is estimated at INR 1,071.58 crore for the period from October 2026 to June 2046. For CGTL, the total O&M cost, including GST, is estimated at INR 1,591.12 crore for the period from October 2026 to January 2042.

An extraordinary general meeting of unitholders will be convened to seek approval for the acquisition. The indicative timeline for the completion of the sale is on or prior to September 30, 2026, with a long stop date of December 31, 2026.