IRB Infrastructure Developers Limited (IRB) has announced the complete sale of its stake in VM7 Expressway Private Limited to the IRB InvIT Fund, a publicly listed infrastructure investment trust sponsored by the company. This move, approved by IRB's Board of Directors, aligns with the company's 'Bid-Execute-Stabilize-Transfer' (B.E.S.T.) strategy aimed at unlocking capital for future growth.

Project Details

The VM7 Expressway project, also known as the Gandeva-Ena section, is a crucial part of the Delhi-Mumbai Greenfield Expressway. Here are the key details of the project:

Strategic Implications

The complete sale of the VM7 Expressway project to IRB InvIT Fund carries several strategic implications:

1. Capital Unlocking: This move is part of IRB's strategy to free up capital for future growth initiatives without fresh fund infusion.

2. Portfolio Expansion: IRB aims to potentially double its portfolio through this B.E.S.T. strategy.

3. InvIT Benefits: For the IRB InvIT Fund, this acquisition aligns with its strategy to acquire stable, revenue-generating assets with long-term cash flow visibility.

4. Risk Profile Balancing: The annuity-based revenue from NHAI is expected to balance the overall risk profile of the InvIT's portfolio.

5. Potential Unitholder Benefits: The acquisition is expected to enhance payouts for the InvIT's unitholders.

Transaction Details

The transaction represents a full divestment of the expressway asset to the company's infrastructure investment trust. The specific financial details of the sale have not been disclosed.

Management Commentary

Virendra D. Mhaiskar, Chairman & Managing Director of IRB Infrastructure Developers Ltd., had previously commented on the development: "This step aligns with our Bid–Execute–Stabilize–Transfer strategy to unlock capital and drive growth. Offering our second HAM asset on this expressway to the Public InvIT provides long-term cashflow visibility to the InvIT while releasing funds to support IRB's future growth."

This strategic move by IRB Infrastructure demonstrates the company's focus on optimizing its asset portfolio while creating value for its stakeholders and those of the IRB InvIT Fund.

IRB Infrastructure Developers has successfully executed the Project Implementation Agreement (PIA) for the TOT-17 project following shareholder approval at the Extraordinary General Meeting held on January 13, 2026. The company announced the execution of the agreement with IRB Harihara Corridors Private Limited on January 19, 2026.

Project Agreement Execution

The company has formalized its role as Project Manager for IRB Harihara Corridors Private Limited, the wholly owned SPV of IRB Infrastructure Trust. This follows the board approval on December 21, 2025, and subsequent shareholder approval at the EGM.

TOT-17 Project Scope

The project management agreement covers comprehensive services for the Toll Operate and Transfer project spanning multiple highway corridors in Uttar Pradesh. The company will provide initial upgradation, operations and maintenance works, and overall project implementation services.

Corporate Governance Process

The material related party transaction received necessary approvals through a structured governance process. The Audit Committee and Board of Directors initially approved the transaction on December 21, 2025, followed by shareholder approval at the EGM conducted in accordance with Section 100 of the Companies Act, 2013.

Related Party Structure

IRB Infrastructure Trust is an associate of the company, with IRB Infrastructure Developers holding 51% unit holding in the Private InvIT. The company serves as both sponsor and project manager for the trust, while the transaction structure ensures arms-length dealings in compliance with SEBI Infrastructure Investment Trusts Regulations, 2014.