Shrem InvIT seeks unitholder nod for ROFO pact and fund use
Shrem InvIT has initiated a postal ballot process to seek unitholder approval for a Right of First Offer and Future Assets Agreement with its sponsor group and to vary the use of proceeds from its preferential issue. The trust raised INR 400,46,99,847 in August 2024, with INR 103,86,37,600 remaining unutilised, which is now proposed to be used for acquiring Chilakaluripet Bypass Private Limited and other future SPVs. Remote e-voting is open from May 28, 2026, to June 19, 2026, with M/s. Nitin Bhardwaj & Associates appointed as scrutinizer.
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Shrem InvIT has initiated a postal ballot process seeking unitholder approval for a Right of First Offer and Future Assets Agreement (ROFO and FA Agreement) with its sponsor and associates, alongside a variation in the use of proceeds from a preferential issue. The resolutions aim to facilitate the acquisition of existing and future infrastructure assets and redirect unutilised funds towards new acquisitions, including Chilakaluripet Bypass Private Limited. Unitholders can cast their votes through remote e-voting from May 28, 2026, to June 19, 2026.
Proposed Resolutions
The Board of Directors of Shrem Infra Investment Manager Private Limited, acting as the Investment Manager to Shrem Infrastructure , has proposed two key resolutions. The first resolution seeks approval to enter into the ROFO and FA Agreement with Shrem Infra Invest Private Limited (Sponsor), Shrem Tollway Private Limited, and Chhatwal Group Trust. This agreement grants Shrem InvIT the first right to evaluate and acquire existing assets and any future assets developed or acquired by the sponsor and its associates.
The second resolution requests approval to vary the terms of utilization for the proceeds raised from a preferential issue of units conducted in August 2024. The trust raised INR 400,46,99,847 through the allotment of 3,60,78,377 units at a price of INR 111 per unit. While INR 296,60,62,247 has been utilised for acquiring three SPVs and reducing debt, INR 103,86,37,600 remains unutilised.
Utilisation of Unutilised Proceeds
The Board has approved expanding the use of the unutilised proceeds to include the acquisition of Chilakaluripet Bypass Private Limited, a proposed NHAI HAM project in Andhra Pradesh, and other future SPVs. The revised utilisation plan covers the acquisition of five specific SPVs, debt reduction, and general capital expenditure requirements. The change in use of proceeds requires unitholder approval via a special majority.
Key Terms of ROFO and FA Agreement
The ROFO and FA Agreement establishes a framework for Shrem InvIT to acquire assets from the sponsor group before they are offered to third parties. The table below summarises the key terms:
| Aspect | Details |
|---|---|
| Parties Involved | 1. Shrem InvIT (acting through its Investment Manager) 2. Shrem Infra Invest Pvt. Ltd. (SIPL) 3. Shrem Tollway Pvt. Ltd. (STPL) 4. Chhatwal Group Trust (CGT) |
| Purpose | To confer a right of first offer on Shrem InvIT over all Existing Assets and Future Assets. |
| Applicability | Applies to all Existing Assets and Future Assets up to and beyond the Construction Completion Date. |
| Obligations of Shrem InvIT | • Enjoy an exclusive period to deliver a binding offer for 100% of equity interests. • Complete acquisition within a specified timeframe if the offer is accepted. • Retain discretion to accept, reject, or negotiate offers. |
| Obligations of SIPL, STPL, CGT | • Deliver an Initial Invitation with required information before transferring any asset. • Provide full cooperation with diligence requests. • Obtain necessary regulatory approvals. • Restart the sale process if a third-party sale does not materialize. |
E-Voting Process and Timelines
The remote e-voting period commences at 9:00 a.m. IST on May 28, 2026, and concludes at 5:00 p.m. IST on June 19, 2026. M/s. Nitin Bhardwaj & Associates has been appointed as the scrutinizer to ensure a fair and transparent voting process. Unitholders whose names appear in the Register of Beneficial Owners as of the close of business hours on May 22, 2026, are eligible to vote.
The facility for casting votes is provided by MUFG Intime India Private Limited, the registrar and share transfer agent. Unitholders can vote through various methods, including NSDL and CDSL e-voting websites, the InstaVote platform, or their depository participant's login. The results will be declared within two working days from the last date of e-voting and submitted to the designated stock exchanges.
Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE0GTI23014/ebbce12a60924445.pdf
Historical Stock Returns for Shrem Infrastructure
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| 0.0% | +1.10% | 0.0% | -2.42% | -9.82% | +1.00% |
How will the ROFO and FA Agreement impact Shrem InvIT's ability to compete for third-party infrastructure assets outside the sponsor group?
What is the expected yield and internal rate of return for the proposed acquisition of Chilakaluripet Bypass Private Limited?
Will the redirection of unutilised proceeds necessitate a revision of distribution guidance for unitholders in the upcoming fiscal year?
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