IRB Infrastructure Developers Limited has executed a letter agreement on December 30, 2025, with Cintra INR Investments BV and certain promoter group members. The agreement relates to modifications of the investment agreement originally disclosed in November 2021.

Agreement Details

The letter agreement was executed in furtherance of the company's previous communications dated November 29, 2021, and December 31, 2021. The agreement involves waiver and release by Cintra of certain obligations of the promoter and promoter group under the original investment agreement.

Parties to the Agreement

The letter agreement includes multiple parties from the company's promoter group structure:

• IRB Infrastructure Developers Limited
• Cintra INR Investments BV
• Mr. Virendra D. Mhaiskar
• IRB Holding Private Limited
• Mrs. Deepali Mhaiskar
• Virendra D. Mhaiskar HUF

Key Terms and Conditions

The agreement focuses on providing relief to the promoter group from certain previously agreed obligations. According to the disclosure, Cintra has agreed to waive and release specific obligations of the promoter and promoter group under the terms and conditions of the original investment agreement.

Regulatory Compliance

The company has made this disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure also complies with SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.

The parties to the letter agreement include certain members of the promoter and promoter group of the company, though the transaction does not qualify as a related party transaction. The agreement does not involve any issuance of shares or grant any special rights to the parties involved.

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.