The Board of Directors of IRB Infrastructure Developers Ltd. approved a 1:1 Bonus Issue and declared a 3rd Interim Dividend of 7% for FY26. The results for Q3FY26 showed a 14% YoY growth in Net Profit before exceptional items, reaching Rs. 253 Crs. Furthermore, the board recommended an increase in Authorized Share Capital and approved a major project management contract with a subsidiary SPV.
Key Outcomes of the Board Meeting on February 13, 2026
The Board of Directors of IRB Infrastructure Developers Ltd. met on February 13, 2026, and approved several significant resolutions concerning corporate actions, financial reporting, and related party agreements.
Corporate Actions Recommended
The Board recommended the following actions, subject to shareholder approval via Postal Ballot:
- Bonus Issue: Issuance of 1 new fully paid-up equity share for every 1 existing equity share held (1:1 ratio).
- Share Capital Increase: Proposed increase in Authorised Share Capital from Rs. 615 Crore to Rs. 1,260 Crore (divided into 1260,00,00,000 equity shares of Re.1/- each). This requires subsequent alteration to Clause V of the Memorandum of Association.
Dividend Declaration
The Board declared the 3rd Interim dividend of 7% (Re.0.07/- per share) for the financial year 2025-26. The record date set for this dividend is February 19, 2026, with payment scheduled on or before March 14, 2026.
Financial Results Highlights (Consolidated)
The Board approved the Consolidated Unaudited Financial Results for the quarter and nine months ended December 31, 2025. A summary from the press release indicates strong growth:
- Net Profit before exceptional item for Q3FY26: Rs. 253 Crs, marking a 14% growth YoY.
- Total Income (Q3FY26): Rs. 1,912 Crs (compared to Rs. 2,090 Crs in Q3FY25).
- Total Dividend Year-to-Date: The 3rd interim dividend brought the total dividend for the first nine months of FY26 to 21%.
In the standalone results for the quarter ended December 31, 2025, the Net Profit after tax stood at Rs. 2,785.63 million, while the consolidated Net Profit after tax was Rs. 2,107.90 million.
Material Related Party Transaction Approved
The Board approved a material related party contract for project implementation concerning the TOT-18 Project, executed through IRB Chandibhadra Tollway Private Limited (the Project SPV).
Under this agreement, the Company will act as the Project Manager for a revenue-linked concession period of 20 years. The estimated aggregate value is up to Rs. 1,581.83 crore (approximately INR 1,866.55 crore including GST @18%). The Private InvIT sponsoring this SPV is an associate of the Company, and the transaction will be conducted on an ‘arm’s length’ basis.
Other Business Updates
The company highlighted successful strategic capital recycling:
- Monetization: Three BOT assets were successfully transferred from the Private InvIT to Public InvIT, unlocking equity of Rs. 4,900 Crs.
- Asset Transfer: The VM7 HAM asset was transferred to the Public InvIT, unlocking Rs. 513 Crs of equity and reducing debt by over Rs. 700 Crs.
- Deployment: The unlocked capital is being deployed to fund equity requirements for the newly acquired TOT assets (TOT-17 and TOT-18), valued at approximately Rs. 14,000 Crs (Enterprise Value).
Director Re-appointment
The Board recommended the re-appointment of Mrs. Deepali V. Mhaiskar (DIN: 00309884) as Whole Time Director effective May 19, 2026, pending shareholder approval.
Source: BSE
