IRB InvIT Fund: ₹351 crore unit issue for 2 SPVs

What the board approval covers

IRB Infrastructure Developers’ board has approved an investment of up to ₹351 crore in IRB InvIT Fund through a proposed preferential issue of units. The company acts as the sponsor of IRB InvIT Fund, and the investment is positioned as a funding support for the InvIT’s acquisition pipeline. The preferential issue is proposed at a unit price of ₹65 per unit. The company plans to subscribe to up to 54 million units, described in filings as up to 5.40 crore additional units. The transaction is subject to shareholder approval and other regulatory clearances. The consideration is to be paid in cash.

Preferential issue details disclosed to exchanges

Exchange filings outlined the basic mechanics of the proposed allocation and the intended use of proceeds at the trust level. The filings noted that units will be allocated within the timeline prescribed for preferential allotment under applicable laws. They also reiterated the stated purpose of the trust, which is to operate as an infrastructure investment trust under the InvIT Regulations and raise resources for investments in line with those regulations. While the sponsor investment is capped at ₹351 crore, the broader acquisition plan includes additional equity and debt financing routes at the InvIT level.

Why IRB InvIT Fund is raising money

The proposed sponsor subscription is linked to IRB InvIT Fund’s plan to acquire two project special purpose vehicles from IRB Infrastructure Trust, a privately placed listed InvIT registered with SEBI. The stated objective is to enable the trust to raise funds for acquiring these road project companies. The two target SPVs are Solapur Yedeshi Tollway Limited (SYTL) and CG Tollway Limited (CGTL). Both are operational toll road assets currently held by IRB Infrastructure Trust (the private InvIT) and its nominee shareholders.

The proposed acquisition: assets, valuation, and structure

IRB InvIT Fund’s investment manager board approved a binding term sheet to acquire SYTL and CGTL from the private InvIT. The agreed purchase consideration is based on an aggregate equity value of ₹2,744 crore (valuation date referenced as September 30, 2026), with an enterprise value of ₹4,605 crore after accounting for external debt. The transaction involves transfer of 100% equity share capital of the target SPVs and includes repayment of subordinated debt and shareholder loans. Disclosures also noted that IRB InvIT Fund would provide shareholder loans to the target SPVs to repay subordinated debt and unsecured loans provided by the private InvIT.

Funding plan: mix of equity and debt up to ₹3,000 crore

To fund the purchase, IRB InvIT Fund has indicated plans to raise up to ₹3,000 crore through permitted modes such as institutional placement, a rights issue, a further public offer, and debt. The acquisition itself is described as being financed through a mix of equity and debt. Post-completion, debt currently held by the private InvIT is proposed to be refinanced or repaid. This financing plan sits alongside the sponsor’s preferential subscription, which is one component of the broader capital stack contemplated for the transaction.

Postal ballot and approval timeline

IRB InvIT Fund dispatched a postal ballot notice to unitholders on July 2, 2026, seeking approval for four resolutions. These include the acquisition of two road assets from its private InvIT and a fundraise of up to ₹3,000 crore. The e-voting window runs from July 5 to August 3, 2026, and results are scheduled to be declared by August 5. The acquisition requires unitholder approval and regulatory approvals, as repeatedly stated in the disclosures.

Completion milestones and long-stop date

The acquisition is expected to close by September 30, 2026, with a long-stop date of December 31, 2026, unless extended by mutual agreement. Separate disclosures also state that if closing is delayed beyond September 30, 2026, the equity value may increase at 10% per annum, as per the agreed terms. These time-bound conditions are important because the transaction is a related party acquisition between entities within the broader IRB ecosystem.

Operating profile of SYTL and CGTL

The two SPVs operate under concessions ending in 2042 and 2046. Disclosures stated that the two assets together generated combined annual revenue of ₹306.6 crore in FY2026. External gross debt figures were also disclosed: ₹591 crore for SYTL and ₹1,270 crore for CGTL, contributing to the aggregate enterprise value of ₹4,605 crore as of September 30, 2026. IRB Infrastructure Developers is also set to act as the Project Manager for the target SPVs, undertaking operations and maintenance work under a long-term contract valued at about ₹2,663 crore over 18 years.

Related approvals at the private InvIT level

IRB Infrastructure Trust convened an Extraordinary Meeting on July 16, 2026, to approve the extension of project implementation agreements for 12 SPVs with an aggregate value of ₹22,940.25 crore. The agenda also included the proposed transfer of CG Tollway Limited and Solapur Yedeshi Tollway Limited to IRB InvIT Fund for ₹2,744 crore. These approvals matter because the assets are being moved from the private InvIT to the public InvIT structure.

Earlier acquisitions and portfolio context

Separate disclosures referenced unitholder approval for acquisition of 100% equity share capital of three SPVs operating DBFOT road projects from the private InvIT, with an enterprise value of ₹8,436 crore as of June 30, 2025. The provided material also referenced completion of acquisition of the VM7 project from the sponsor on February 2, 2026. Together, these events highlight that IRB InvIT Fund has been expanding its operational road portfolio through a sequence of acquisitions and related-party transfers, subject to unitholder and regulatory processes.

Key numbers at a glance

Market impact and what investors track next

The disclosures point to two immediate investor watchpoints: (1) the sequence of approvals and (2) the financing mix to complete the ₹2,744 crore equity acquisition while managing refinancing or repayment of existing debt. The sponsor’s ₹351 crore subscription, priced at ₹65 per unit, is framed as enabling the trust to raise acquisition funding, but it is not the only financing lever given the up to ₹3,000 crore fundraising plan. Investors will also monitor how the proposed O&M engagement, valued at about ₹2,663 crore over 18 years, is implemented alongside the acquisition, since it ties operational responsibilities to the sponsor group. Finally, timelines and price-adjustment clauses, including the 10% per annum increase mechanism if closing slips beyond September 30, 2026, add time sensitivity to execution.

Conclusion

IRB Infrastructure Developers’ proposed ₹351 crore preferential subscription into IRB InvIT Fund is part of a broader funding plan to acquire SYTL and CGTL from IRB Infrastructure Trust at an equity value of ₹2,744 crore. With unitholder voting scheduled through early August 2026 and closing targeted by September 30, 2026, the next key steps are the outcome of the postal ballot, completion of regulatory clearances, and finalisation of the equity-and-debt funding package.