IRB to raise Equity up to INR 5,347 Cr by way of Preferential Allotment to

affiliates of Ferrovial S.A. and GIC

October 2021

Press Release – Preferential Allotment

October 2021
The Transactions

• Global infrastructure giant Ferrovial S.A, through it’s subsidiary Cintra INR Investments BV, would
invest equity capital of up to INR 3,180 Cr into India’s largest toll road developer – IRB. Cintra will have
a maximum stake of 24.9% stake in IRB post their investment

• GIC through its affiliate, would invest equity capital of up to INR 2,167 Cr into IRB for a maximum stake
of up to 16.9% post their investment

• This will be the largest equity fund raise by a listed Indian infrastructure developer in the Roads and
Highways Sector

• Mr. Virendra D. Mhaiskar, the Founder Promoter of IRB will continue as the Promoter and single
largest shareholder post completion of the transactions with a 34.0% stake and will retain
management control of IRB

• These equity fund raises will help achieve the twin objectives of Deleveraging and Access to Growth
Capital to participate in the massive infrastructure development and monetization plan of the Govt. of
India

• IRB’s execution capabilities, Cintra’s global best practices and technical prowess coupled with GIC
backing as a long term investor will be a launchpad for IRB to capture unprecedented growth in a
capital efficient manner

The two transactions are subject to execution of definitive documents, approval of IRB shareholders, receipt of regulatory
and lenders approvals and satisfaction of customary condition precedents.
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Leading Global Infrastructure Investors back IRB

• Cintra is one of the leading companies in the private development of transportation

infrastructure throughout the world, by number of projects and by volume of investment.
Cintra currently manages about 915 miles of highways, spread over 23 concessions in
Canada, the United States, Europe, Australia and Colombia including a 43.23 percent stake in
the 407 ETR highway concessionaire in Ontario, Canada.
• Ferrovial, a leading global infrastructure operator, is committed to developing sustainable
solutions. It is a member of Spain's blue-chip IBEX 35 index and an industry leader in the Dow
Jones Sustainability Index; it is part of FTSE4Good and the Carbon Disclosure Project, and all
its operations are conducted in compliance with the principles of the UN Global Compact,
which the company adopted in 2002.

• GIC is a leading global investment firm established in 1981 to secure Singapore’s financial
future. As the manager of Singapore’s foreign reserves, GIC takes a long-term, disciplined
approach to investing, and is uniquely positioned across a wide range of asset classes and
active strategies globally. These include equities, fixed income, real estate, private equity,
venture capital, and infrastructure. GIC’s long-term approach, multi-asset capabilities, and
global connectivity enables GIC to be an investor of choice. Headquartered in Singapore, GIC
has a global talent force of over 1,800 people in 10 key financial cities and have investments in
over 40 countries

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Largest Infusion of Equity Capital in an Indian Road and Highway Developer

PREFERENTIAL ISSUE OF EQUITY SHARES TO GLOBAL MARQUEE INVESTORS

Upto INR 3,180 Cr Upto INR 2,167 Cr

• To hold up to 24.9% stake post

• Maximum stake of up to 16.9% post
primary infusion
primary infusion
• Board Representation rights at IRB
• Customary minority rights at IRB
(can appoint 2 directors)

• This transaction marks Cintra’s foray into India’s Roads

and Highways Sector
• As one of the largest road developers in the world,
Ferrovial Group will bring in technical expertise along
This transaction reinforces GIC’s relationship with IRB Group,
with global best practices on construction and asset
building up on its existing investments in IRB, IRB InvIT Fund,
management in the roads & highways sector; will help in
and IRB Infrastructure Trust
creating more value for IRBs shareholders
• Further enhances IRB’s journey towards creation of a
truly world class Roads & Highways Development and
Management platform

Existing Promoter will retain management control and will be the single largest shareholder

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Key Transactions Highlights

• Preferential allotment of Equity shares to Cintra aggregating up to INR 3,180 Cr

The Transactions • Preferential allotment of Equity shares to GIC affiliate aggregating up to INR 2,167 Cr

• The preferential allotment at the price of INR 211.79 / share in compliance with the SEBI
Issue Price (Issue of Capital and Disclosure Requirements) Regulations

• Proceeds from Cintra: Upto INR 3,180 Cr

Proceeds to IRB • Proceeds from GIC affiliate: Upto INR 2,167 Cr

Shareholding post • Mr. Mhaiskar and affiliates (Promoter)*: c.34.0%

transactions • Other Public Shareholders: c. 66.0%

• Deleveraging of Holdco Debt: c. INR 3,250 Cr

Use of Proceeds • Growth Capital for Current and Future Opportunities : Max INR 1,497 Cr
• General Corporate Purposes: c. INR 600 Cr

• The two transactions are subject to execution of definitive documents, approval of IRB
Shareholders, receipt of regulatory and lenders approvals and satisfaction of customary
condition precedents.
Timeline • In the eventuality that IRB is unable to issue shares to both investors concurrently (including
due to timing of receipt of regulatory approvals of either investor being longer that the
regulatory approvals for the other investor), the total investment would get reduced to INR
4,307 Cr – 4,462 Cr. The exact quantum will depend on which transaction is completed earlier

*Includes the entire shareholding of Mr. Mhaiskar in IRB either directly by himself or through his family, IRB Holdings Pvt. Ltd or any other entity directly controlled by him 4
Strong Financial Metrics Pursuant to Equity Infusion and Deleveraging

Construction Segment Pre* Post^ Substantial deleveraging of the

corporate debt will significantly
Net Debt/ EBITDA 3.6x 0.2x
increase free cash flows at Holdco level
Interest Coverage Ratio 1.9x 4.7x to fund equity for new projects

BOT Segment Pre* Post^

BOT projects are on autopilot as debt
Net Debt/ EBITDA 5.7x 5.7x amortization is mapped over long-term
concession periods
Interest Coverage Ratio 2.1x 2.1x

Consolidated Pre* Post^

The equity fund raise coupled with
Net Debt/ EBITDA 4.7x 3.2x deleveraging will result in a
consolidated net debt to equity ratio of
Interest Coverage Ratio 2.0x 2.8x 1.2x which is unique in the capital-
intensive Infrastructure space
Net Debt/ Equity 2.1x 1.2x

These Transactions will result in a strong balance sheet as well as improved cashflows and profitability at IRB which would serve as
the perfect launchpad for future growth
* TTM as on Sep 30, 2021
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^ Proforma post fund infusion
Access to Growth Capital To Create Potential Pipeline of Opportunities Across
Both Greenfield & Brownfield
Levels of Award Activity witnessed during last 2-3 years likely to continue
…with significant improvement likely in pace of construction
going forward
(kms)

17,055
14,235 14,600
15,948
13,298 13,505

39.0 40.0
11,593

10,800

11,000
10,965
37.0

10,700
10,237 36.4

10,500
9,829
10,098

9,655

8,948
8,301
29.6
7,972

28.0
7,400

26.9

6,500
6,200
6,177

6,000
6,067
5,754

5,737
5,543
4,905

22.7

4,788

4,500

4,500

4,500
4,355
4,344

4,400 4,510
3,620

3,321

3,211
3,067

2,222
2,185

16.6
1,435

12.1 12.4

2014 2015 2016 2017 2018 2019 2020 2021 2022E 2023E 2024E 2014 2015 2016 2017 2018 2019 2020 2021 2022E 2023E 2024E
NHAI awarding Non-NHAI awarding Total Awarding Total Construction (LHS) Construction per day (RHS)

Apart from greenfield development, Road monetization has the largest ..with ~26,700 kms of four laned & above National Highways to be
share in GOI’s ambitious National Monetization Pipeline (NMP).. monetized via the Toll-Operate-Transfer Model

8,894

Gas Pipelines, 4% Others,

13.00% 7,330
Mining, 5%
Roads, 27%
Warehousing, 5%
5,476
Telecom, 6% 5,000
Railways, 25%

Power Gen., 7%

Power Trans., 8% FY2022 FY2023 FY2024 FY2025

Length of assets monetized (kms)

Source: Industry Research, PIB, MoRTH, NHAI 6

Road Sector has Lion’s share in GoI’s Infrastructure Development Plan

National Monetization Pipeline PM Gati Shakti Master Plan

• Construction of INR 111 Lakh Crore of Greenfield assets in

• Monetization of INR 6 Lakh Crore of Brownfield assets with the core infrastructure sectors upto FY25
stable revenue streams in next 4 years • Roads with 19% has received the lion’s share of allocation
• Highest allocation to Roads (27%) among all sectors among infrastructure sectors
• Long concession periods under the contracts • The National Infrastructure Pipeline has been subsumed
under recently announced PM Gati Shakti Master Plan

INR 1.6 Lakh Crore 26,700 Kms of road INR 20 Lakh Crore of 2 Lakh Kms of highway
worth of road projects to length to be monetized by Capex in the Roads Sector by length to be achieved by
be monetized by FY25 FY25 FY25 FY25

Phasing of the Monetization Pipeline Capex Phasing upto FY25

INR Cr INR Cr 3,69,700

3,24,426 3,43,791 3,24,915
53,366
43,979 2,36,850 2,29,446
30,000 32,855

FY22 FY23 FY24 FY25 FY 20 FY 21 FY 22 FY 23 FY 24 FY 25

Execution Global Technical and Financial IRB stands best positioned to capture the huge
Capabilities of IRB Expertise of Investors opportunity in Road Sector!
Source: 1) https://www.niti.gov.in/national-monetisation-pipeline
2) Department of Economic Affairs, GoI report on National Infrastructure Pipeline
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Disclaimer

Except for the historical information contained herein, statements in this presentation and any subsequent discussions, which include
words or phrases such as ‘will’, ‘aim’, ‘will likely result’, ‘would’, ‘believe’, ‘may’, ‘expect’, ‘will continue’, ‘anticipate’, estimate’, ‘intend’,
‘plan’, ‘contemplate’, ‘seek to’, ‘future’, ‘objective’, ‘goal’, ‘likely’, ‘project’, ‘on-course’, ‘should’, ‘potential’, ‘pipeline’, ‘guidance’, ‘will
pursue’ ‘trend line’ and similar expressions or variations of such expressions may constitute ‘forward-looking statements’.

The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ
materially from those suggested by the forward-looking statements.

These risks and uncertainties include but are not limited to the IRB Infrastructure Developers Limited’s ability to successfully
implement its strategy, its growth and expansion plans, obtain regulatory approvals, provisioning policies, technological changes,
investment and business income, cash flow projections, exposure to market risks as well as other risks. In addition, the consummation
of the transactions described herein is subject to various conditions precedent.

IRB Infrastructure Developers Limited does not undertake any obligation to update forward-looking statements to reflect events or
circumstances after the date thereof.

These materials are not a prospectus, a statement in lieu of a prospectus, an offering circular, an invitation or an advertisement or an
offer document under the Indian Companies Act, 2013 together with the rules and regulations made thereunder, the Securities and
Exchange Board of India (Issue of Capitan and Disclosure Requirements) Regulations, 2009, as amended, or any other applicable law
in India.

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THANK YOU