Date: July 2, 2026

Disinvestment / Strategic Actions

IRB Infrastructure Trust (Private InvIT), an associate of IRB Infrastructure Developers Limited, has executed a binding term sheet with IRB InvIT Fund (Public InvIT) for the transfer of 100% equity share capital of two project special purpose vehicles:

1. Solapur Yedeshi Tollway Limited (SYTL) - Implementation of Six Laning of NH-211 from km 0.000 to km 100.000 (Design Length 98.717 km) in Maharashtra under NHDP Phase IV on Design, Build, Finance, Operate and Transfer (DBFOT) Toll basis

2. CG Tollway Limited (CGTL) - Implementation of Six Laning of Kishangarh Udaipur Ahmedabad Section from km 90.000 (near Gulabpura) to km 214.870 (end of Chittorgarh Bypass) of NH-79 in Rajasthan Package-2 under NHDP Phase V on BOT (Toll) mode

Transaction Details:

  • Aggregate enterprise value: Rs. 4,605 crore
  • Aggregate equity value: Rs. 2,744 crore (subject to pre-closing/closing and post-closing adjustments)
  • Existing external gross debt: Rs. 591 crores (SYTL) and Rs. 1,270 crores (CGTL)
  • Binding term sheet executed on: July 2, 2026
  • Expected completion date: On or prior to September 30, 2026
  • Long stop date: December 31, 2026
  • Consideration: Cash

Strategic Impact:

  • Unlocked equity value of Rs. 2,744 crores to be redeployed towards asset addition of approximately Rs. 8,000 crores
  • O&M order book increases by approximately Rs. 2,400 crores as IRB will continue as Project Manager
  • Combined contribution of Project SPVs: ~Rs. 307 crore (~3.5%) towards Trust's consolidated turnover for FY 2025-26
  • Enterprise value contribution: ~Rs. 4,663 crore (~6.7%) of Trust's enterprise value as on March 31, 2026

Board Meeting Outcomes

The Board of Directors of the Investment Manager to IRB Infrastructure Trust approved:

1. Binding term sheet for transfer of Project SPVs to Public InvIT, subject to receipt of relevant approvals

2. Extension of term of existing project implementation agreements (PIAs) and continuation of IRB Infrastructure Developers Limited as Project Manager for 12 project SPVs

3. Amendment to project implementation agreements with aggregate value up to INR 22,940.25 Crore (including prevailing GST @18%)

4. Notice convening extraordinary meeting of unitholders for approval of both transactions

Project Implementation Agreement Extension

Scope: Extension of IRB Infrastructure Developers Limited as Project Manager for 12 project SPVs:

1. AE Tollway Limited

2. CG Tollway Limited

3. IRB Westcoast Tollway Limited

4. Solapur Yedeshi Tollway Limited

5. Yedeshi Aurangabad Tollway Limited

6. Udaipur Tollway Limited

7. Palsit Dankuni Tollway Private Limited

8. IRB Golconda Expressway Private Limited

9. Samakhiyali Tollway Private Limited

10. IRB Lalitpur Tollway Private Limited

11. IRB Kota Tollway Private Limited

12. IRB Gwalior Tollway Private Limited

Terms: From end of initial tenure of existing PIAs until end of original concession period under respective concession agreements, on agreed commercial terms, arms-length basis, and in ordinary course of business.