Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

IRB Infrastructure Developers Limited

Meeting Details

The company is conducting a postal ballot through remote e-voting only, without any physical meeting. The cut-off date for determining shareholder eligibility is Tuesday, June 30, 2026. The e-voting period commences on Sunday, July 5, 2026, at 09:00 a.m. IST and ends on Monday, August 3, 2026, at 05:00 p.m. IST.

Proposed Resolutions and Implications

The single ordinary resolution seeks approval for material related party transactions aggregating up to ₹19,440.89 crore (approximately ₹22,940.25 crore including GST @18%) for extending the term of project implementation agreements with 12 project SPVs until the end of their respective original concession periods. The resolution involves:

  • Extension of the company's role as Project Manager for O&M works
  • Execution of amended project implementation agreements
  • Transactions with IRB Infrastructure Trust and its 12 project SPVs
  • Arm's-length transactions in the ordinary course of business

The 12 project SPVs and their respective estimated transaction values are:

1. AE Tollway Limited - Up to ₹1,382.03 crore (Until July 31, 2040)

2. CG Tollway Limited - Up to ₹881.57 crore (Until November 3, 2037)

3. IRB Westcoast Tollway Limited - Up to ₹891.43 crore (Until March 2, 2042)

4. Solapur Yedeshi Tollway Limited - Up to ₹840.17 crore (Until January 20, 2044)

5. Yedeshi Aurangabad Tollway Limited - Up to ₹1,046.55 crore (Until July 1, 2041)

6. Udaipur Tollway Limited - Up to ₹718.46 crore (Until September 2, 2038)

7. Palsit Dankuni Tollway Private Limited - Up to ₹694.19 crore (Until April 1, 2039)

8. IRB Golconda Expressway Private Limited - Up to ₹12,744.21 crore (Until August 11, 2053)

9. Samakhiyali Tollway Private Limited - Up to ₹511.44 crore (Until December 27, 2043)

10. IRB Lalitpur Tollway Private Limited - Up to ₹2,053.95 crore (Until March 31, 2044)

11. IRB Kota Tollway Private Limited - Up to ₹399.28 crore (Until March 31, 2044)

12. IRB Gwalior Tollway Private Limited - Up to ₹776.96 crore (Until March 31, 2044)

Voting Process and Methods

The company will conduct voting only through remote e-voting process facilitated by KFin Technologies Limited. Physical copies of postal ballot forms will not be sent to any members. The company has appointed Mihen Halani & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the postal ballot process.

Key Voting Outcomes and Participation

Voting results will be announced on or before Wednesday, August 5, 2026. The results will be displayed on the company's website (www.irb.co.in), stock exchange websites (BSE and NSE), and KFintech's website (https://evoting.kfintech.com). The resolution will be deemed passed on the last date of e-voting (August 3, 2026) if approved by the requisite majority.

Scrutinizer's Role

Mihen Halani & Associates will scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer will submit a report to the Chairman and Managing Director after completion of scrutiny, and their decision on the validity of postal ballots will be final.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Section 110 of the Companies Act, 2013
  • Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Secretarial Standard on General Meetings (SS-2)
  • MCA General Circular No. 09/2025 dated September 22, 2025
  • SEBI Master Circular dated January 30, 2026

Financial Information

The explanatory statement provides detailed financial information including:

  • The proposed transactions represent approximately 300% of the company's annual consolidated turnover of ₹7,648.15 crore for FY 2025-26
  • Previous year transactions with the project SPVs totaled various amounts as shown in Annexure-1
  • Financial performance of each project SPV for FY 2025-26 is provided in Annexure-2
  • An independent benchmarking report by Walker Chandiok & Co. LLP dated May 20, 2026, confirms arm's-length nature of transactions

Additional Information

The notice includes comprehensive explanatory statements as required under Section 102 of the Companies Act, 2013, detailing the rationale, business justification, and material facts of the proposed related party transactions. The company affirms that none of the directors, key managerial personnel, or their relatives are concerned or interested in the resolution.