IRB Infrastructure Developers Limited has disclosed a substantial acquisition filing under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, involving the release of share encumbrance by key investors.

Transaction Overview

The disclosure involves Bricklayers Investment Pte. Ltd. (Investor) and GIC Private Limited acting on behalf of Government of Singapore (GoS) and Monetary Authority of Singapore (MAS). The transaction represents a release of encumbrance rather than an actual share disposal.

Shareholding Structure and Holdings

The current shareholding pattern shows significant institutional presence with specific voting rights distribution:

Encumbrance Release Details

The primary component of this disclosure involves the release of non-disposal undertaking (NDU) that was previously executed in favor of the investor. The encumbrance release covers 41,06,52,000 equity shares representing 6.8% of the company's total share capital.

Background and Context

The encumbrance originated from indemnification obligations accepted by the promoter group following the investor's subscription of equity shares. The promoter group had agreed to a non-disposal restriction of 6.8% equity shares to fulfill these obligations, which has now been released.

The company's total equity share capital remains unchanged at 60,39,00,00,000 equity shares of face value ₹1 each. The stock split executed on February 22, 2023, in the ratio of 1:10 has been factored into the current shareholding calculations.

Ongoing Obligations

While the indemnity NDU has been released, the promoter group continues to maintain minimum shareholding obligations with specific timelines:

The transaction maintains the existing shareholding structure while providing greater flexibility to the promoter group by removing the encumbrance restrictions that were previously in place.

IRB Infrastructure Developers announced that its associate company, IRB Infrastructure Trust, has emerged as the preferred bidder for the TOT-18 concession project announced by the National Highways Authority of India (NHAI). The project involves tolling, operation, maintenance and transfer of the 74.50 km Chandikhole-Bhadrak section of NH-16 in Odisha state.

Project Details and Financial Commitment

The TOT-18 project represents a significant financial commitment and operational expansion for the IRB Group. Key project parameters are outlined below:

The Trust will pay the upfront bid concession fee of ₹3,087.00 crores to NHAI upon achieving financial closure, securing tolling rights for the 20-year revenue-linked concession period.

Strategic Expansion and Market Position

This project win marks several strategic milestones for the IRB Group:

• Sixth TOT project for the group
• Second consecutive win within a span of just one and a half months
• Expansion to 13 Indian states
• Second project in the Eastern region of India, following the previous Palsit Dankuni NH-19 BOT project in West Bengal
• Part of India's prestigious Golden Quadrilateral network
• Increases IRB's market share in this corridor to approximately 16%
• Maintains leadership position in the TOT space with approximately 44% market share
• Total upfront payments of approximately ₹34,000.00 crores to the government across six TOT assets

Financial Impact and Portfolio Enhancement

The TOT-18 project will contribute significantly to the group's financial metrics and operational scale:

Management Commentary

Virendra D. Mhaiskar, Chairman and Managing Director of IRB Infrastructure Developers Ltd, commented on the development: "This is our second consecutive TOT win within a span of just one and a half months, expanding our presence to new State reaching East Coast of India, which is yet another testament to our strengths. This achievement further reinforces IRB Infra's leading position in the TOT space, involving an upfront payment of approximately ₹34,000.00 crore to the Government across six TOT assets, and expands our aggregate asset base to approximately ₹94,000.00 crore."

About IRB Infrastructure Trust

IRB Infrastructure Trust operates as a Private InvIT sponsored by IRB Infrastructure Developers Limited under SEBI's Infrastructure Investment Trusts Regulations 2014. The trust currently operates and manages 11 highway assets spanning 8,763 lane kilometers with an enterprise value of approximately ₹62,000.00 crores across eight states: Maharashtra, Rajasthan, Goa, Karnataka, Uttar Pradesh, West Bengal, Telangana, and Madhya Pradesh. The weighted average life of these assets exceeds 20 years, and the Private InvIT has been listed on NSE since 2023 under the ticker IRBIT.