- The Unitholders have also approved the fund raising of up to ₹5,000 crore to facilitate the acquisition, and the appointment of IRB Infrastructure Developers Limited (the “Sponsor”) as the project manager (“Project Manager”) for the SPVs proposed to be acquired.
Mumbai : The Trust, India’s first listed Infrastructure Investment Trust (InvIT) proposes to acquire 100% of equity share capital of three SPVs operating certain stretches of DBFOT road projects from the Private InvIT .
The Unitholders, including institutional investors, have given their approval with a majority of ~96% to the proposal to acquire the three SPVs, viz. Kaithal Tollway Limited, IRB Hapur Moradabad Tollway Limited and Kishangarh Gulabpura Tollway Limited from the Private InvIT. The Unitholders also approved the fund raising for the proposed acquisition of the SPVs and appointing the Sponsor, as the Project Manager to the Trust to undertake the operation and maintenance (“O&M”) activities of these SPVs.
With a majority of ~96% voting in favour of resolution through Postal Ballot which deemed to have been passed on the last date of the Postal Ballot voting i.e. July 3, 2025; summary of the same is as follows:
| Description of Resolutions | No. of units held | No. of votes polled* | % of Votes Polled on outstanding units | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| Resolution no.1 – Acquisition of Assets | 58,05,00,000 | 26,78,61,589 | 46.14 | 25,61,08,593 | 1,17,52,996 | 95.61 | 4.39 |
| Resolution no.2 – Approval of Project Implementation Agreement | 58,05,00,000 | 25,50,49,664 | 43.94 | 24,32,96,188 | 1,17,53,476 | 95.39 | 4.61 |
| Resolution no. 3 – Fund Raising | 58,05,00,000 | 36,04,86,589 | 62.10 | 34,86,71,811 | 1,18,14,778 | 96.72 | 3.28 |
* Votes casted by related party to the transaction (as well as associate of such related party) is not considered in the above results for the said resolution
A spokesperson of IRB Infrastructure Private Limited, the investment manager (“Investment Manager”) of the Trust said, “This endorsement marks a key milestone in the Fund’s growth journey, reaffirming its disciplined strategy and long-term vision. The vote outcome validates ongoing initiatives and sets the stage for the next phase of expansion.” He further said, “This acquisition aligns with our strategy to add high-quality, value-accretive assets. With this, the portfolio’s average life increases from 14 to 17 years, and Enterprise Value doubles—from ₹7,800 crore (as at March 31, 2025), to over ₹16,000 crore. We remain focused on consistently enhancing stakeholder value.”
To reiterate, on May 30, 2025, the IRB InvIT Fund entered into a binding term sheet with the IRB Infrastructure Trust (the Private InvIT) to acquire 100% of the equity share capital of three SPVs — Kaithal Tollway Limited, IRB Hapur Moradabad Tollway Limited, and Kishangarh Gulabpura Tollway Limited — which operate BOT (DBFOT) road projects, spanning approximately 1,800 lane kilometers. The proposed acquisition implies an enterprise value of approximately ₹8,436 crore and a corresponding equity value of ₹4,905 crore.
The proposed acquisition is subject to necessary compliances and approvals. Subject to the proposed acquisition, the Trust is expected to have expanded its presence in two other states, viz, Uttar Pradesh and Haryana through its expanded project portfolio of nine operational and revenue generating assets in its portfolio, which include eight build-operate-transfer assets and one hybrid annuity model Asset.
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