IRB InvIT Fund has executed a share purchase agreement to acquire 100% equity in Solapur Yedeshi Tollway Limited (SYTL) and CG Tollway Limited (CGTL) from IRB Infrastructure Trust. The transaction, valued at an aggregate enterprise value of ₹4,605 crore, aims to diversify the fund's portfolio and enhance revenue stability.

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.

What the Numbers Show

The combined turnover of the acquired assets grew 23.1% in FY26 to ₹306.59 crore from ₹249.02 crore in FY25. This growth follows a slight decline in FY25 compared to FY24 turnover of ₹258.44 crore. The acquisition adds significant debt load alongside the equity purchase, bringing the total enterprise value to ₹4,605 crore, which is approximately 15 times the combined annual turnover of the assets in FY26. The fund expects this move to increase the weighted average life of its assets and contribute to higher cumulative distribution per unit (DPU).

IRB InvIT Fund unitholders approved a special resolution to issue units on a preferential basis. The vote was conducted via video conferencing on September 21, 2026.

The resolution received near-unanimous support. 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.

Voting Breakdown

The voting results highlight strong alignment between institutional and retail unitholders. KFin Technologies Limited served as the remote e-voting service provider.

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.