IRB Infrastructure Developers Limited has executed a significant letter agreement involving key stakeholders including Bricklayers Investment Pte. Ltd. (GIC) and promoter group members. The agreement represents a modification to the existing share subscription agreement framework established in November 2021.

Agreement Parties and Structure

The letter agreement involves multiple parties across different categories:

The agreement specifically involves parties from both the promoter and promoter group categories, indicating its significance for the company's ownership structure.

Agreement Purpose and Terms

The letter agreement serves to vary certain terms of the share subscription agreement that was originally disclosed on November 30, 2021. The primary purpose involves waiver and release by GIC of certain obligations of the promoter and promoter group under the original share subscription agreement.

Key aspects of the agreement include:

• No shareholding involvement with the agreement counterparties
• No special rights such as director appointment rights or share subscription preferences
• No related party transaction classification
• No share issuance components

Regulatory Compliance and Disclosure

The execution has been disclosed under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure follows previous communications dated November 30, 2021, and December 31, 2021, maintaining continuity in regulatory reporting.

Impact and Implications

The letter agreement focuses on releasing certain obligations rather than creating new commitments or structural changes. The waiver and release mechanism by GIC suggests a simplification of existing arrangements between the investment entity and the promoter group. The agreement does not involve any share issuance, capital structure changes, or board composition modifications.

The transaction maintains arm's length principles and does not fall under related party transaction categories, ensuring compliance with corporate governance standards. The modification represents an administrative adjustment to existing contractual arrangements rather than a fundamental change in business operations or ownership structure.

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.