IRB InvIT Fund reported a sponsor and investment manager holding of 17.16% of total outstanding units as on September 30, 2026. This disclosure follows the recent preferential issue and institutional placement, reflecting the updated ownership structure post-capital restructuring.

The filing, submitted to BSE and NSE under SEBI (Infrastructure Investment Trusts) Regulations, 2014, details the distribution of 1,653,060,316 total units. The sponsor group, comprising the Investment Manager and related parties, holds 283,740,000 units. Of this, corporate bodies within the sponsor group hold 265,400,000 units (16.12%), while individuals hold 17,340,000 units (1.05%).

Public holding composition

Public holding accounts for 82.84% of the total units, totaling 1,369,320,316 units. Institutional investors hold 44.35% (733,156,185 units), while non-institutional investors hold 38.48% (636,164,131 units).

Foreign Portfolio Investors (FPIs) remain the largest single category in public holding with 31.62% (522,723,978 units). Mutual funds hold 7.34% (121,366,373 units), followed by NBFCs at 5.79% (95,698,600 units). Individual investors hold 18.50% (305,881,348 units).

What the numbers show

The data reveals a significant concentration of foreign capital alongside stable domestic institutional support. FPIs alone control nearly one-third of the fund's equity, exceeding the combined holdings of Mutual Funds, Insurance Companies, and Provident/Pension Funds. Meanwhile, the Sponsor Group’s mandatory holding of 266,400,000 units represents 93.89% of their total stake, indicating limited free float among sponsor-held units.

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.