Shrem InvIT Discloses Pledge of Units by Sponsor and Sponsor Group Entity Under SEBI Master Circular

3 min read     Updated on 14 May 2026, 11:33 AM
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Shrem Infra Investment Manager Private Limited disclosed the creation of pledge on Shrem InvIT units by its Sponsor and Sponsor group entity, pursuant to the SEBI Master Circular dated July 11, 2025. Shrem Infra Invest Private Limited pledged 22,00,000 units (0.36% of total outstanding units) in favor of MITCON Credentia Trusteeship Services Limited to secure NCDs of Rs. 120 Crore, while Shrem Investments Private Limited pledged 60,000 units (0.010% of total outstanding units) in favor of Aditya Birla Capital Limited to secure a Loan Facility of Rs. 75 Crore. Both encumbrances were created on May 11, 2026, and will remain in force until the respective financial obligations remain outstanding.

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Shrem InvIT 's Investment Manager, Shrem Infra Investment Manager Private Limited, has filed disclosures with the National Stock Exchange of India Limited pertaining to the creation of pledge (encumbrance) on units of Shrem InvIT. The disclosures were submitted pursuant to Chapter 10 of the SEBI Master Circular vide no. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025, and cover encumbrances created by both the Sponsor—Shrem Infra Invest Private Limited—and the Sponsor group entity—Shrem Investments Private Limited—with the date of creation of encumbrance being May 11, 2026.

Sponsor Pledge: Shrem Infra Invest Private Limited

Shrem Infra Invest Private Limited, the Sponsor of Shrem InvIT, has pledged 22,00,000 units of Shrem InvIT in favor of MITCON Credentia Trusteeship Services Limited. This encumbrance has been created to secure Non-Convertible Debentures (NCDs) of Rs. 120 Crore issued by the Company. The pledge will remain in force until the NCDs of Rs. 120 Crore remain outstanding. The following table summarizes the key details of this encumbrance:

Parameter: Details
Name of InvIT: Shrem InvIT
Name of Sponsor: Shrem Infra Invest Private Limited
Total Units Held: 24,57,46,552
Total Unitholding (%): 40.231%
Type of Encumbrance: Pledge
Date of Creation: May 11, 2026
No. of Units Encumbered: 22,00,000
Encumbered Units (% of total outstanding): 0.36%
Encumbered Units (% of total units held): 0.895%
Period of Encumbrance: Till NCDs of Rs. 120 Crore remain outstanding
Encumbered in Favor of: MITCON Credentia Trusteeship Services Limited

The funds raised through the issuance of the NCDs are intended to be utilized, inter-alia, towards:

  • Part financing the acquisition of units of Shrem InvIT by way of subscription of non-convertible debentures issued by entities acquired/to be acquired by Shrem InvIT
  • Refinancing of the existing financial indebtedness (in part or full) of the Issuer
  • Extending money to Shrem Enterprises for part financing acquisition of units of Shrem InvIT by way of subscription of non-convertible debentures issued by entities acquired/to be acquired by Shrem InvIT
  • General corporate purposes of the Issuer including for creation of Debt Service Reserve Amount

Sponsor Group Entity Pledge: Shrem Investments Private Limited

Shrem Investments Private Limited, the Sponsor group entity of Shrem InvIT, has pledged 60,000 units of Shrem InvIT in favor of Aditya Birla Capital Limited. This encumbrance secures a Loan Facility of Rs. 75 Crore availed by the Company from Aditya Birla Capital Limited. The pledge will remain in force until the Loan Facility of Rs. 75 Crore remains outstanding. The table below provides the specific details of this encumbrance:

Parameter: Details
Name of InvIT: Shrem InvIT
Name of Sponsor Group Entity: Shrem Investments Private Limited
Total Units Held: 4,98,76,096
Total Unitholding (%): 8.17%
Type of Encumbrance: Pledge
Date of Creation: May 11, 2026
No. of Units Encumbered: 60,000
Encumbered Units (% of total outstanding): 0.010%
Encumbered Units (% of total units held): 0.120%
Period of Encumbrance: Till Loan Facility of Rs. 75 Crore remains outstanding
Encumbered in Favor of: Aditya Birla Capital Limited

The funds raised through this loan facility are intended to be utilized, inter-alia, towards Provision of Inter-Corporate Deposits (ICDs) and Refinancing of Loans.

Regulatory Compliance and Filing Details

Both disclosures were signed by Nitan Chhatwal, Director (DIN: 00115575), on May 12, 2026, on behalf of the respective entities. The filing to the National Stock Exchange of India Limited was made by Mr. Kunal Trivedi, Company Secretary and Compliance Officer (Membership No.: A21915) of Shrem Infra Investment Manager Private Limited, on May 13, 2026. Axis Trustee Services Limited was also marked as a recipient of the communication.

Historical Stock Returns for Shrem Infrastructure

1 Day5 Days1 Month6 Months1 Year5 Years
0.0%-0.10%-1.09%-3.01%-13.13%-0.10%

How might the cumulative pledging of Shrem InvIT units by sponsor entities impact investor confidence and unit price performance in the secondary market?

What are the potential risks to Shrem InvIT's governance and distribution stability if the Rs. 120 Crore NCDs or Rs. 75 Crore loan facility face repayment stress leading to pledge invocation?

Could the planned acquisition of additional InvIT units through NCD-financed vehicles signal a broader consolidation strategy by the Shrem group, and how might this affect the InvIT's asset portfolio composition?

Shrem InvIT Board Approves FY26 Results, Declares 20th Distribution & Files Valuation Report

5 min read     Updated on 10 May 2026, 05:11 AM
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Shrem InvIT's Investment Manager Board met on May 09, 2026, approving FY26 audited financial statements and declaring the 20th distribution of ₹0.9294 per unit comprising ₹0.2540 as dividend and ₹0.6754 as interest, with record date May 13, 2026. The FY26 valuation report submitted to NSE reported a fair NAV of ₹88.12 per unit against a book NAV of ₹64.37 per unit, with total fair assets of INR 129,785 million across 37 operational road projects spanning 11,741 lane kilometers in nine states. The Board also approved acquisition of a HAM asset from BSCPL Infrastructure Limited and the Right of First Offer and Future Assets Agreement, both subject to regulatory and unitholder approvals.

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The Board of Shrem Infra Investment Manager Private Limited , acting in its capacity as Investment Manager to Shrem InvIT, met on May 09, 2026, and approved a series of significant resolutions, including the audited financial results for the quarter and financial year ended March 31, 2026, and the declaration of the 20th distribution to unitholders. Separately, pursuant to Regulation 21(4) and 21(6) of SEBI (InvIT) Regulations, 2014, the Investment Manager submitted the Valuation Report for the financial year ended March 31, 2026, as prepared by Mr. Jayesh Shah, Independent Registered Valuer (IBBI Registration No. IBBI/RV/07/2020/13066), to the National Stock Exchange of India Limited.

Distribution Declared for FY26

The Board declared the 20th distribution at an aggregate of ₹0.9294 per unit. The distribution is structured as follows:

Distribution Component: Amount Per Unit
Dividend: ₹0.2540
Interest: ₹0.6754
Total Distribution: ₹0.9294

The record date for the distribution has been fixed at May 13, 2026, and payment will be made to unitholders within five working days from the record date, subject to applicable taxes.

Net Asset Value as on March 31, 2026

Pursuant to Regulation 10(21) of SEBI (InvIT) Regulations, 2014, the Net Asset Value (NAV) of Shrem InvIT as on March 31, 2026, based on the Valuation Report issued by the Registered Valuer, is presented below:

Particulars: Book Value (INR Million) Fair Value (INR Million)
Total Assets: 115,281 129,785
Total Liabilities: 75,959 75,959
Net Assets Attributable (A-B): 39,322 53,825
Non-Controlling Interest: - -
Net Assets Attributable to Unitholders: 39,322 53,825
No. of Units (in Million): 610.84 610.84
NAV Per Unit (INR): 64.37 88.12

Valuation Methodology and Key Parameters

The fair enterprise valuation of the special purpose vehicles (SPVs) was carried out using the Discounted Cash Flow (DCF) methodology, specifically the Free Cash Flow to Firm (FCFF) approach, as of March 31, 2026. The valuation was conducted by Registered Valuer Mr. Jayeshkumar Shah (IBBI Registration No. IBBI/RV/07/2020/13066). The Income Approach under the DCF method was selected as the most appropriate methodology, given that all SPVs generate income based on structured concession agreements and the Investment Manager provided financial projections for the remaining concession periods. Market Approach and Cost Approach methods were not applied due to the unlisted nature of the SPVs and the absence of directly comparable listed companies or transactions.

Key parameters used in the valuation are summarised below:

Parameter: Details
Risk-Free Rate: 7.16% (zero-coupon yield curve, 10-year G-Sec, March 31, 2026)
Equity Risk Premium: 7.0%
Pre-Tax Cost of Debt: 7.20%
Debt Ratio (Annuity SPVs): 70%
Debt Ratio (Toll SPVs): 50%
Bank Rate (Valuation Date): 5.50%
Valuation Date: March 31, 2026

Portfolio Overview and Unitholding Pattern

Shrem InvIT comprises 37 operational road projects with a total length of 11,741 lane kilometers, spread across nine states in India, including Maharashtra, Gujarat, Madhya Pradesh, Andhra Pradesh, Jharkhand, Chhattisgarh, Odisha, Karnataka, and Uttar Pradesh. The projects are held through SPVs operating under concessions granted by NHAI, MoRTH, and respective state road development corporations. The portfolio spans three asset categories: Hybrid Annuity Model (HAM) assets (19 SPVs), State Annuity and Toll Model assets (10 SPVs), State Annuity Model assets (6 SPVs), and Toll Model assets (2 SPVs).

As of March 31, 2026, the unitholding pattern of the Trust was as follows:

Particulars: Number of Units Percentage
Sponsor & Sponsor Group: 43,55,63,617 71.31%
Non-institutional Investors: 17,52,80,543 28.69%
Total: 61,08,44,160 100.00%

Key Developments During the Year

The valuation report highlighted the following key developments during the year:

  • The final annuity payment for three state annuity plus toll assets was completed during the year. The concession period has not yet expired, and the SPVs will continue collecting toll, transitioning from an annuity revenue phase to a post-revenue phase.
  • Changes introduced under the Union Budget 2026 relating to Minimum Alternate Tax (MAT) have been duly considered for SPVs continuing under the old tax regime.
  • For JDTL, the Investment Manager revised traffic projections based on actual traffic performance up to March 2026, adopting a conservative approach. This resulted in lower projected revenues and a decline in valuation, primarily due to lower-than-expected Average Annual Daily Traffic (AADT) arising from diversion of traffic to a newly operational nearby expressway.

Key Resolutions Approved by the Board

The Board meeting, which commenced at 02:30 p.m. and concluded at 04:30 p.m., considered and approved the following matters:

  • Audited Financial Statements: Standalone and consolidated financial statements of Shrem InvIT for the quarter and financial year ended March 31, 2026, along with the Statutory Auditors' Report.
  • Deviation/Variation Disclosure: Statement on utilisation of funds raised for the quarter ended March 31, 2026 (Nil report).
  • Investment Manager Financials: Audited financial statements of Shrem Infra Investment Manager Private Limited for the financial year ended March 31, 2026. The Board noted no material erosion in the net worth of the Investment Manager compared to the financial statements of March 31, 2025.
  • ROFO and Future Assets Agreement: The Right of First Offer and Future Assets Agreement, subject to unitholder approval.
  • Asset Acquisition: Acquisition of one HAM asset (Road Infrastructure Asset) from BSCPL Infrastructure Limited, with execution of definitive agreements. Completion is subject to necessary regulatory and statutory approvals.
  • Variation in Use of Proceeds: Variation in terms of use of proceeds raised from the preferential issue, subject to unitholder approval.
  • Valuation Report: The Valuation Report of Shrem InvIT and its project SPVs for the year ended March 31, 2026.
  • Postal Ballot Notice: Draft postal ballot notice seeking unitholder approvals.
  • Appointments: Appointment of Mr. Jayesh Shah (IBBI Registration No. IBBI/RV/07/2020/13066) as Valuer for FY 2026-27 (subject to unitholder approval), M/s. T R Chadha & Co. LLP as Internal Auditor for FY 2026-27, and M/s. KDA & Associates, Practicing Company Secretaries (COP No: 7512) as Secretarial Auditor for FY 2026-27.

The trading window for dealing in units of the InvIT remains closed as per the intimation dated March 31, 2026, and will remain closed until 48 hours after the dissemination of the financial statements for the quarter and year ended March 31, 2026, to the stock exchange.

Source: None/Company/INE0GTI23014/16424123372849aa.pdf

Historical Stock Returns for Shrem Infrastructure

1 Day5 Days1 Month6 Months1 Year5 Years
0.0%-0.10%-1.09%-3.01%-13.13%-0.10%

How might the traffic diversion to the newly operational nearby expressway continue to impact JDTL's toll revenue projections and overall InvIT valuation in FY27?

What are the likely terms and valuation of the BSCPL Infrastructure HAM asset acquisition, and how could it affect Shrem InvIT's distribution yield for unitholders?

Given the significant gap between book NAV (₹64.37) and fair value NAV (₹88.12) per unit, what factors could drive the market price closer to fair value over the next 12-18 months?

More News on Shrem Infrastructure

1 Year Returns:-13.13%