IRB InvIT Fund has set a floor price of ₹64.26 per unit for its proposed institutional placement. The Investment Manager’s Board approved the pricing and authorized the opening of the issue on September 24, 2026.

The floor price was determined in accordance with the pricing formula prescribed under the SEBI (Infrastructure Investment Trusts) Regulations, 2014, and the relevant Master Circular. The final issue price will be decided by the Investment Manager in consultation with the lead managers appointed for the transaction.

Regulatory approvals and timeline

The institutional placement follows prior regulatory and shareholder clearances. The Board of Directors of IRB Infrastructure Private Limited, acting as the Investment Manager, accorded approval at a meeting held on July 02, 2026. Subsequently, unitholders approved the proposal via a postal ballot resolution passed on August 03, 2026.

The Board fixed September 24, 2026, as the ‘relevant date’ for the purpose of determining the floor price. This date aligns 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.

Key issue parameters

The preliminary placement document and application form were adopted by the Board on the same day. IDBI Trusteeship Services Limited serves as the trustee for the fund.

IRB InvIT Fund has released proforma unaudited consolidated financial information for the proposed acquisition of two toll road assets, showing a decline in earnings per unit to ₹2.19 for FY26 from ₹3.78 on a standalone basis.

The acquisition involves a cash consideration of ₹2,744 crore for the equity value of the project special purpose vehicles (SPVs). This amount is subject to pre-closing, closing, and post-closing adjustments. The total enterprise value accounts for existing external gross debt of ₹591 crore for SYTL and ₹1,270 crore for CGTL as of September 30, 2026. The indicative completion date is on or prior to September 30, 2026, with a long stop date of December 31, 2026.

Transaction Structure and Regulatory Compliance

The acquisition qualifies as a related party transaction because IRB Infrastructure Trust shares a common sponsor with IRB InvIT Fund. Consequently, unitholder approval was sought under Regulation 19(3) and 19(4) of the SEBI (Infrastructure Investment Trusts) Regulations, 2014, as the asset value exceeds 5% of the Trust’s total assets. The fund clarified that these transactions are undertaken at arm’s length. Requisite regulatory approvals have been received.

Asset Profile and Financial Performance

The target entities operate in the infrastructure sector, specifically road and highways. SYTL was incorporated in January 2014 for the four-laning of the Solapur to Yedeshi section of NH-211 in Maharashtra. CGTL was incorporated in October 2016 for the six-laning of the Kishangarh Udaipur Ahmedabad Section of NH-79 in Rajasthan. Both projects are implemented on a Design, Build, Finance, Operate and Transfer (DBFOT) or BOT (Toll) basis.

The combined turnover of the two SPVs has shown growth in the most recent fiscal year compared to the previous year.

Proforma Financial Impact

The proforma consolidated statement of profit and loss for the year ended March 31, 2026, illustrates the combined performance of the Trust and the Target SPVs. Revenue from operations rose to ₹17,911.38 million on a proforma basis, compared to ₹14,845.50 million for the Trust alone. However, the inclusion of the acquired assets' expenses resulted in a lower profit after tax of ₹1,958.65 million, down from ₹3,386.14 million for the standalone Trust.

What the Numbers Show

The proforma data reveals a significant divergence between top-line growth and bottom-line profitability. While the acquisition adds ₹3,065.88 million in revenue from operations for FY26, it also brings substantial finance costs and amortisation expenses. The Target SPVs reported a combined loss before tax of ₹1,427.49 million for FY26, primarily driven by high interest costs of ₹2,796.91 million. This results in a dilution of earnings per unit from ₹3.78 to ₹2.19. The existing article noted an enterprise value of ₹4,605 crore, which is approximately 15 times the combined annual turnover. The proforma balance sheet reflects this leverage, with total borrowings increasing to ₹112,208.84 million (non-current and current combined) from ₹93,639.01 million standalone.