IRB Infrastructure Developers Limited provided a regulatory update regarding the execution of a share purchase agreement between IRB Infrastructure Trust (Private InvIT) and IRB InvIT Fund (Public InvIT).

Transaction Details

The share purchase agreement dated September 22, 2026, and certain ancillary agreements have been executed for the transfer of 100% of the equity share capital of:

  • Solapur Yedeshi Tollway Limited (SYTL)
  • CG Tollway Limited (CGTL)

from IRB Infrastructure Trust to IRB InvIT Fund. The transaction also includes repayment of subordinated debt/shareholder's loan provided by the Trust to the Project SPVs.

Financial Considerations

  • Aggregate Equity Value: ₹2,744 crore for both Project SPVs
  • Enterprise Value: ₹4,605 crore as of September 30, 2026
  • Existing External Debt:
  • SYTL: ₹591 crores
  • CGTL: ₹1,270 crores
  • Consideration Form: Cash payment
  • Value Adjustment: The equity value will increase if closing is delayed beyond September 30, 2026, as agreed between parties

Project SPV Details

Solapur Yedeshi Tollway Limited (SYTL)

  • Incorporated: January 10, 2014
  • Project: Four laning of Solapur to Yedeshi section of NH-211 (98.717 km) in Maharashtra
  • Mode: Design, Build, Finance, Operate and Transfer (DBFOT) Toll basis under NHDP Phase IV

CG Tollway Limited (CGTL)

  • Incorporated: October 18, 2016
  • Project: Six laning of Kishangarh Udaipur Ahmedabad Section (124.87 km) in Rajasthan
  • Mode: BOT (Toll) mode under NHDP Phase – V Package-2

Financial Contribution

For financial year 2025-26:

  • Combined contribution to Trust's consolidated turnover: ~₹306.59 Crore (~3.5%)
  • Enterprise Value contribution to Trust: ~₹4,663 Crore (~6.7%) as of March 31, 2026

Transaction Timeline

  • Agreement Date: September 22, 2026
  • Expected Completion Date: On or before September 30, 2026
  • Long-stop Date: December 31, 2026 (or mutually agreed extended date)

Counterparty Details

Buyer: IRB InvIT Fund, a publicly offered and listed infrastructure investment trust registered with SEBI

Relationship: IRB Infrastructure Developers Limited (Sponsor to IRB Infrastructure Trust) also functions as the Sponsor to the IRB InvIT Fund, making this a related party transaction.

Regulatory Status

  • The transaction is classified as a related party transaction
  • Stated to be conducted at arm's length basis
  • Subject to receipt of relevant approvals
  • Not a slump sale or part of any Scheme of Arrangement

Governance Approvals

The transaction received approval from unitholders of IRB Infrastructure Trust through an extraordinary meeting held on July 16, 2026, with voting results declared on the same date.

Documentation

The disclosure includes executed share purchase agreement and certain ancillary agreements, with amendments to existing arrangements with respect to the Trust proposed in connection with the transfer.

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