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.

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.