IRB InvIT Fund has executed Project Implementation Agreements (PIAs) with its sponsor, IRB Infrastructure Developers Ltd, to manage two newly acquired highway assets. This development follows the fund's recent ₹2,351 crore institutional placement and preferential allotment, which funded the acquisition of these assets from the IRB Infrastructure Trust.

The agreements designate the Sponsor as the Project Manager for the Project SPVs: Solapur Yedeshi Tollway Limited (SYTL) and CG Tollway Limited (CGTL). The execution of these PIAs, along with shareholder loan and facility agreements dated September 28, 2026, completes the operational framework for the assets acquired through the recent fund-raise.

Institutional placement details

The institutional placement involved the allotment of 317,460,316 units at an issue price of ₹63 per unit. This final issue price represents a discount of ₹1.26 per unit, or 1.96%, to the previously announced floor price of ₹64.26. The pricing was determined in accordance with SEBI (Infrastructure Investment Trusts) Regulations, 2014, and the relevant Master Circular.

The issue opened on September 24, 2026, and closed on September 28, 2026. Following the receipt of application forms and funds from eligible institutional investors, the Committee of Directors approved the closure on September 28, 2026, and subsequently approved the allotment on September 29, 2026. The unitholding capital of the Trust now comprises 1,653,060,316 units.

Key issue parameters

Use of proceeds and portfolio expansion

The funds raised will be used to partly fund the acquisition of two BOT highway assets: Solapur Yedeshi NH211 in Maharashtra and Chittorgarh Gulabpura NH79 in Rajasthan. These assets are being acquired from the IRB Infrastructure Trust. Post-acquisition, the IRB InvIT Fund's portfolio will comprise 11 operational highway assets (9 BOT and 2 HAM) with 5,314 lane km and an enterprise value exceeding ₹20,000 crore. The weighted average concession life of these assets is approximately 17 years.

Sponsor IRB Infrastructure Developers Ltd invested ₹351 crore through the preferential issue to maintain its approximately 16% stake in the InvIT. The fund-raise witnessed strong participation from domestic and international investors, including pension funds, insurance companies, mutual funds, and family offices.

Strategic context and previous fundraising

This is the second fund-raise activity by the Company Sponsored IRB InvIT Fund since its launch and listing in 2017. The first instance occurred last year, when IRB InvIT raised ₹4,253 crore for acquiring three highway assets with an enterprise value of ₹8,643 crore from IRB Infrastructure Trust. Virendra D. Mhaiskar, Chairman & Managing Director of the Sponsor, stated that this transfer is an integral part of the B.E.S.T. strategy focusing on portfolio growth through strategic asset monetization. The capital unlocked empowers IRB Infrastructure Trust (Private InvIT) to pursue new growth opportunities efficiently to fund projects in the next phase of expansion.

Additionally, IRB Infrastructure Trust (Private InvIT) is expected to receive approximately ₹2,744 crore as equity consideration as the Seller of the highway assets upon completion of the transaction. This infusion will enable the Private InvIT to pursue new highway projects, further strengthening the Group's development pipeline and growth prospects.

Regulatory approvals and timeline

The institutional placement followed prior regulatory and shareholder clearances. The Board of Directors of IRB Infrastructure Private Limited, acting as the Investment Manager, accorded approval on July 02, 2026. Unitholders approved the proposal via a postal ballot resolution passed on August 03, 2026. The Board initially fixed September 24, 2026, as the ‘relevant date’ for determining the floor price, aligning with paragraph 7.9.1 of the SEBI Master Circular bearing number SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025.

Trading window closure

In compliance with the Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives, the trading window for dealing in the units of the Trust remains closed. It will stay closed until further notice is issued to the stock exchanges. IDBI Trusteeship Services Limited serves as the trustee for the fund.

IRB InvIT Fund has allotted 54,000,000 units at an issue price of ₹65 per unit via a preferential issue. The allotment was made to the sponsor, IRB Infrastructure Developers Limited, on September 25, 2026.

The aggregate subscription amount for the allotment stands at ₹3,510 crore. The Committee of Directors of IRB Infrastructure Private Limited, the Investment Manager, approved the allotment in a meeting held on the same date.

Allotment Details

The allotment follows the unitholder resolution passed on September 21, 2026, and complies with SEBI (Infrastructure Investment Trusts) Regulations, 2014. The price was determined in accordance with paragraph 7.5.A of Chapter 7 of the Master Circular for Infrastructure Investment Trusts (InvITs) dated July 11, 2025.

The allotted units rank pari-pasu with existing units of the Trust and are subject to applicable lock-in requirements under the InvIT Regulations.

Voting Breakdown

The special resolution for the preferential issue received near-unanimous support during the vote conducted via video conferencing on September 21, 2026. Out of 882,192,350 votes polled, representing 68.83% of outstanding units, 99.99% were cast in favor. Only 67,925 votes were cast against the proposal.

What the Numbers Show

The voting data reveals a distinct participation gap between holder types. While sponsor and institutional blocks achieved near-total engagement (99.89% and 97.17% of units held respectively), non-institutional public holders showed significantly lower participation at just 28.26% of units held. Despite this lower turnout among retail investors, the opposition remained negligible at less than 0.05% of their polled votes, indicating broad consensus across all stakeholder groups regardless of engagement levels.

Clarification on Preferential Issue

Following observations from the National Stock Exchange regarding the application for in-principle approval, IRB InvIT Fund provided clarifications on August 26, 2026 Extraordinary Meeting notice. The trust issued 54,000,000 units at an issue price of ₹65 per unit, aggregating up to ₹3,510,000,000.

Stakeholders were asked to disregard "Scenario 2" from the explanatory statement, which illustrated post-issue unitholding patterns assuming an additional fresh issue of units prior to completion of the proposed issue. The trust stated this scenario was included solely for illustrative purposes based on board resolutions from July 2, 2026, and unitholder approvals from August 3, 2026, for raising additional funds for acquiring Target SPVs.

The trust emphasized that any additional fresh issue is distinct and independent from the proposed preferential issue. Terms, timing, and mode for such future issues will be determined by the investment manager subject to applicable laws and requisite approvals. Investors should consider only "Scenario 1" for the current preferential issue.

Correction in VWAP Disclosure

The trust also corrected an inadvertent typographical error in the explanatory statement regarding the 90 trading days' volume weighted average price (VWAP) used to determine the issue price. The disclosed price of ₹61.65 per unit shall be read as ₹61.59 per unit.

This correction does not impact the proposed preferential issue price of ₹65 per unit, which remains compliant with SEBI (Infrastructure Investment Trusts) Regulations, 2014.