IRB Infrastructure Developers Limited has disclosed the release of share encumbrance by Cintra INR Investments B.V. under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The release was executed on December 30, 2025, involving 6.04 crore equity shares representing 10.00% of the company's total share capital.

Share Encumbrance Release Details

The disclosure pertains to the release of non-disposal undertaking that was originally executed in favor of Cintra following their equity subscription in the company. The encumbrance release affects a significant portion of the company's equity base.

Cintra's Shareholding Position

Following the encumbrance release, Cintra INR Investments B.V. maintains its substantial shareholding in IRB Infrastructure Developers Limited. The company's total equity share capital remains unchanged at 60.39 crore equity shares of face value ₹1 each.

Background and Compliance

The original encumbrance was established when Cintra subscribed to equity shares of IRB Infrastructure Developers Limited, with the promoter group accepting certain indemnification obligations. The non-disposal restriction was implemented to fulfill these obligations, commonly referred to as the Indemnity NDU.

The company effected a stock split in the ratio of 1:10 on February 22, 2023, and all share numbers in the disclosure have been adjusted to reflect this split. The disclosure was signed by Jose Carlos Granados Pablos and Monica Moreno Esteban, Directors of Cintra INR Investments B.V., on December 31, 2025.

Ongoing Obligations

While the indemnity-related encumbrance has been released, the promoter group's minimum shareholding obligations remain unchanged. These obligations require maintaining specific shareholding percentages until March 2027, with a minimum 10% holding required until 84 months from the original allotment date.

IRB Infrastructure Developers has received a regulatory disclosure from its promoter entity IR Holding Private Limited regarding the creation of share encumbrance under SEBI regulations. The disclosure was made in compliance with Regulation 31 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Encumbrance Details

IR Holding Private Limited has created an encumbrance on a substantial portion of its shareholding in the infrastructure development company. The encumbrance involves specific undertakings that restrict the disposal of shares under agreed terms.

Agreement Framework

The encumbrance has been created pursuant to a letter agreement executed on December 24, 2025. This agreement specifically extends the existing share subscription agreement framework among multiple stakeholders in the promoter group structure.

Key Parties Involved

The letter agreement encompasses several entities and individuals within the promoter ecosystem:

• Blackyers Investment Pvt. Ltd.
• Mr. Virendra G. Mhaiskar
• IR Holding Private Limited
• Other members of the Promoter and Promoter Group

Regulatory Compliance

The disclosure demonstrates adherence to SEBI's substantial acquisition regulations, which mandate transparency in share encumbrance activities by promoters. Such undertakings typically involve commitments regarding share disposal restrictions or specific performance obligations related to the underlying business operations.

The encumbrance creation reflects ongoing corporate restructuring or financing arrangements within the promoter group structure, executed through formal legal agreements that govern shareholding commitments and restrictions.