Indus Infra Trust has successfully completed a strategic acquisition of highway infrastructure assets worth INR 1,940 crore, marking a significant expansion of its portfolio. The Trust announced the completion of its acquisition of three highway companies, collectively known as ROFO Assets, from GR Infraprojects Limited on March 25, 2026.

Transaction Overview

The acquisition involved the complete purchase of 100% equity shares in three highway infrastructure companies through Share Purchase Agreements executed on March 25, 2026. The transaction represents a related party deal, as GR Infraprojects Limited holds 43.56% units of the Trust and has significant influence over it.

Acquired Highway Assets

The acquisition encompasses three specialized highway infrastructure companies operating across different states, each with distinct operational characteristics and revenue potential.

Financial Structure and Funding

The Trust has secured rupee term loan facilities aggregating to INR 1,940 crore from HDFC Bank Limited to finance the acquisition and refinance existing indebtedness of the acquired assets. The enterprise values and acquisition costs vary across the three companies based on their operational scale and revenue potential.

Regulatory Compliance and Approvals

All three companies have received No Objection Certificates (NoC) from the National Highways Authority of India for the transfer of 100% shareholding from GR Infraprojects Limited to Indus Infra Trust. The transaction has been conducted in accordance with Regulation 23(6) of SEBI InvIT Regulations and approved by the Investment Committee, Audit Committee, and Board of Directors.

Strategic Impact

This acquisition aligns with the Trust's investment strategy and is expected to be yield accretive to unitholders, ensuring stable distribution and increasing the weighted average life of the InvIT by approximately 0.74 years. The assets collectively offer 28 bi-annual annuity installments for GEKEPL and GUBHPL, and 27 installments for GBUHPL, providing predictable revenue streams over their operational periods.

Indus Infra Trust successfully concluded its postal ballot process on 6th March 2026, with unitholders demonstrating strong support for the trust's strategic initiatives. The scrutinizer's report confirmed that both resolutions presented to unitholders achieved the requisite majority and were deemed passed on 5th March 2026.

Postal Ballot Process Overview

The postal ballot notice was issued on 10th February 2026, initiating a comprehensive voting process for unitholders. The remote e-voting facility, provided by KFin Technologies Limited, commenced on 12th February 2026 at 9:00 AM and concluded on 5th March 2026 at 5:00 PM. Unitholders holding units as of the cut-off date of 6th February 2026 were eligible to participate in the voting process.

Preksha Dawet & Associates, appointed as scrutinizer, oversaw the entire process in compliance with Regulation 22 of the SEBI Infrastructure Investment Trusts Regulations, 2014.

Resolution Results

Both resolutions presented to unitholders received overwhelming approval, demonstrating strong confidence in the trust's strategic direction.

Resolution 1: Asset Acquisition Approval

The first resolution sought approval for acquiring assets from G R Infraprojects Limited, a related party of the trust. Public institutional holders showed strong support with 10,75,71,578 votes in favour, representing 100% of their polled votes. Public non-institutional holders contributed 2,70,039 votes in favour out of 2,90,450 total votes polled from this category.

Resolution 2: Borrowings Limit Increase

The second resolution, requiring special majority approval under Regulation 22(5A) of SEBI InvIT Regulations, sought to increase the aggregate consolidated borrowings limit of the trust. This resolution received even broader participation, with sponsor group entities casting 25,93,88,705 votes entirely in favour.

Voting Participation Analysis

The voting pattern revealed strong institutional confidence in the trust's strategic initiatives. Public institutional holders demonstrated 93.02% participation rate in the first resolution and maintained their full support in the second resolution. The sponsor group's complete participation in the borrowings limit resolution underscores their commitment to the trust's growth strategy.

Notably, related parties and their associates were excluded from voting on the asset acquisition resolution as per SEBI InvIT Regulations, ensuring transparent decision-making process.

Regulatory Compliance

The entire postal ballot process adhered to SEBI InvIT Regulations and the SEBI Master Circular dated 11th July 2025. The scrutinizer maintained electronic registers recording all voting details and confirmed that both resolutions met their respective majority requirements. The trust's investment manager, GR Highways Investment Manager Private Limited, facilitated the process through proper regulatory channels.

With both resolutions now approved, Indus Infra Trust can proceed with the asset acquisition from G R Infraprojects Limited and implement the increased borrowings limit to support its operational and growth requirements.