BSEGeneral2d ago · 22 Sept 2026, 10:42 pm

IRB Invit Fund has informed the Exchange regarding Disclosure of material issue

IRB InvIT Fund · 540526

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IRB InvIT Fund has informed the Exchange regarding Disclosure of material issue related to the acquisition of assets from IRB Infrastructure Trust, including Solapur Yedeshi Tollway Limited and CG Tollway Limited.

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Earnings Impact6/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk4/10
Balance Sheet Risk3/10
Liquidity Impact7/10
Market Sentiment5/10

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IRB InvIT Fund - 540526 - Reg 23(5)(i): Disclosure of material issue

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September 22, 2026 Corporate Relationship Department, Listing Department, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, C-1 Block G Dalal Street, Mumbai 400 001 Bandra Kurla Complex, Bandra (E), Mumbai 400 051 Dear Sir / Madam, Ref.: Scrip Code: 540526, Symbol: IRBINVIT Sub.: Update on Acquisition of assets from IRB Infrastructure Trust (“Private InvIT”) We refer to our earlier disclosures dated May 14, 2026, and July 2, 2026, and approval of the unitholders of IRB InvIT Fund (“Trust”) accorded on August 3, 2026, for the proposed acquisition by the Trust of the 100% equity share capital of Solapur Yedeshi Tollway Limited (“SYTL”) and CG Tollway Limited (“CGTL”) (collectively referred as “Project SPVs”) from IRB Infrastructure Trust (“Private InvIT”). In this regard, please note that the Trust / Investment Manager on behalf of the Trust has executed a share purchase agreement dated September 22, 2026 and certain ancillary agreements. The details of the transaction is annexed herewith as “Annexure – I.” You are requested to take note of the same. Thanking you. Yours faithfully, For IRB Infrastructure Private Limited (Investment Manager to IRB InvIT Fund) Swapna Arya Company Secretary & Compliance Officer Membership Number – A32376 Encl.: As above IDBI Trusteeship Services Limited Ground Floor, Universal Insurance Bldg, Sir Phirozshah Mehta Rd., Fort Mumbai 400 001 Annexure I Details of the Transaction Sr. No. Particulars Details of Target SPVs a Name of the target entity, details in a) Solapur Yedeshi Tollway Limited (SYTL) brief such as size, turnover etc.; b) CG Tollway Limited (CGTL) (collectively, the “Target SPVs”) Based on the audited financial statements for year ended March 31, 2026, the combined aggregate turnover is INR 306.59 crores. b whether the acquisition would fall In accordance with Regulation 2(1)(zv) read with Regulation within related party transaction(s) and 2(1)(zk) of the SEBI (Infrastructure Investment Trusts) whether the promoter/ promoter Regulations, 2014, as amended (the “SEBI InvIT group/ group companies have any Regulations”), IRB Infrastructure Trust (“Private InvIT”), an interest in the entity being acquired? InvIT having a common sponsor, qualifies as a related party of If yes, nature of interest and details the Trust. Further, approval of unitholders was sought pursuant thereof and whether the same is done to Regulation 19(3) and 19(4) of SEBI InvIT Regulations as the at “arm’s length” acquisition of Target SPVs exceeds 5% of value of the Trust’s assets and the proposed acquisition is from a related party, i.e., an InvIT having a common sponsor with the Trust. It is further clarified that the aforesaid related party transactions are undertaken at arm’s length. c industry to which the entity being Infrastructure – Road & Highways acquired belongs; d objects and impact of acquisition The aforementioned acquisition is in accordance with the (including but not limited to, investment strategy of the Trust. It is expected to enhance the disclosure of reasons for acquisition stability of the Trust’s revenue streams, expand the size of its of target entity, if its business is portfolio, and achieve geographical diversification. outside the main line of business of Furthermore, the acquisition is anticipated to ensure long-term the listed entity); visibility and operational continuity by increasing the weighted average life of the Trust’s assets. Over the lifetime of the InvIT, the acquisition is also expected to contribute to an increase in the cumulative distribution per unit (DPU). e brief details of any governmental or Requisite regulatory approvals have been received. regulatory approvals required for the acquisition; f indicative time period for completion The indicative time period for completion of the acquisition is of the acquisition; on or prior to September 30, 2026. The parties have agreed to a long stop date of December 31, 2026, or such extended date as may be mutually agreed between the parties. Sr. No. Particulars Details of Target SPVs g consideration - whether cash Cash consideration or share swap or any other form and details of the same; h cost of acquisition and/or the price at Aggregate purchase consideration of an equity value of INR which the shares are acquired; 2,744 crore (which will increase in the manner agreed between the parties if closing is delayed beyond September 30, 2026), with respect to the Project SPVs, subject to pre-closing/closing and post-closing adjustments set out in the definitive documents, resulting in an aggregate enterprise value of both the Project SPVs as of September 30, 2026, after taking into account the existing external gross debt of INR 591 crores (in respect of SYTL) and INR 1,270 crores (in respect of CGTL), of INR 4,605 crore, and other terms and conditions as agreed to between the parties. i percentage of shareholding / control 100% of the equity share capital of SYTL & CGTL is proposed acquired and / or number of shares to be acquired by the Trust. acquired; j brief background about the entity Certain ancillary agreements have been / are proposed to be acquired in terms of products/line of executed in this regard, including amendments to existing business acquired, date of arrangements with respect to the Trust, in connection with the incorporation, history of last 3 years transfer of the Target SPVs. turnover, country in which the acquired entity has presence and any a) Solapur Yedeshi Tollway Limited (SYTL) was other significant information (in incorporated on January 10, 2014, for the implementation brief); of the project of Four Laning of Solapur to Yedeshi section of NH-211 from km 0.000 to km 100.000 (Design Length 98.717 km) in the State of Maharashtra under NHDP Phase IV on Design, Build, Finance, Operate and Transfer (DBFOT) Toll basis. b) CG Tollway Limited (CGTL) was incorporated on October 18, 2016, for the implementation of the project 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 the State of Rajasthan Package-2 under NHDP Phase – V on BOT (Toll) mode. Details of the combined turnover of SYTL & CGTL for the last 3 years – Amt in crore Financial year Turnover 2025-2026 306.59 2024-2025 249.02 2023-2024 258.44