PNC Infratech Limited has filed comprehensive regulatory disclosures under SEBI (Prohibition of Insider Trading) Regulations, 2015, documenting the off-market transfer of 1,96,08,000 equity shares among promoter group members. The transaction, completed on March 27, 2026, represents a strategic reorganization of shareholding patterns within the promoter group while maintaining the overall ownership structure.

Regulatory Compliance and Documentation

The company submitted detailed Form B disclosures under Regulation 7(2) of SEBI Insider Trading Regulations to both BSE Limited and National Stock Exchange of India Limited on March 31, 2026. Company Secretary Tapan Jain executed the regulatory filing, ensuring full compliance with insider trading disclosure requirements for the inter-se transfer among promoter group members.

HUF Divestment and Complete Transfer

The transaction involved complete divestment by three Hindu Undivided Families (HUFs), with each transferring their entire shareholdings to designated family members pursuant to HUF partition arrangements.

Individual Beneficiaries and Enhanced Holdings

Four individual family members received the transferred shares, significantly enhancing their respective shareholdings in the company through this internal reorganization.

Corporate Structure and Compliance Framework

The regulatory filings confirm that despite the substantial internal transfer, the overall promoter group shareholding remains unchanged at 56.07% of the company's total share capital. The transaction represents an internal reorganization rather than a change in control, with all parties involved remaining members of the promoter group.

The comprehensive documentation ensures full regulatory compliance while facilitating the HUF partition process, maintaining transparency in promoter group shareholding patterns and preserving the company's ownership structure integrity.

PNC Infratech Limited has successfully completed the transfer of its final Special Purpose Vehicle (SPV) to Vertis Infrastructure Trust, marking a significant milestone in the company's strategic asset disposal program. The transfer of PNC Challakere (Karnataka) Highways Private Limited was completed on March 27, 2026, concluding all twelve identified SPV transfers under the comprehensive Share Purchase Agreement.

Transaction Completion Details

The company, along with its Wholly Owned Subsidiary PNC Infra Holdings Limited, transferred their entire stake in PNC Challakere (Karnataka) Highways Private Limited to Vertis Infrastructure Trust on March 27, 2026. This completion represents the final transfer under the Share Purchase Agreement dated January 2024, involving a portfolio of 12 road assets comprising 11 National Highway Hybrid Annuity Mode (HAM) projects and 1 State Highway BOT (Toll) project.

Financial Performance and Transaction Structure

PNC Challakere (Karnataka) Highways Private Limited demonstrated solid financial performance for the financial year ended March 31, 2025. The transaction was concluded at an Enterprise Value of ₹683.84 crore with specific consideration components received on completion.

Buyer Profile and Strategic Portfolio

Vertis Infrastructure Trust, the acquiring entity, is an Infrastructure Investment Trust (InvIT) sponsored by affiliates of KKR and registered with SEBI under registration number IN/InvIT/21-22/0019. The trust operates from its principal place of business at Piramal Tower, Peninsula Corporate Park, Lower Parel, Mumbai.

The divested portfolio spans across multiple states including Uttar Pradesh, Madhya Pradesh, Karnataka, and Rajasthan, representing a comprehensive infrastructure asset base. The transaction does not fall within the purview of related party transactions, as the buyer does not belong to or relate to the promoter, promoter group, or group companies.

Strategic Completion and Asset Monetization

With this final transfer, PNC Infratech has successfully completed its comprehensive asset disposal program involving twelve Special Purpose Vehicles. The completion of this transaction represents a significant milestone in the company's asset monetization strategy, enabling it to unlock value from its operational asset portfolio, strengthen its balance sheet, and enhance financial capability for future investment opportunities.

The deal received necessary shareholder approval through a Special Resolution passed during the 25th Annual General Meeting held on September 28, 2024. This completion represents the culmination of a strategic initiative that began with the original Share Purchase Agreement in January 2024.