Nxt-Infra Trust adds five road SPVs in Rs 1,687.459 crore deal

Nxt-Infra Trust acquired five road special purpose vehicles, or SPVs, in the quarter ended September 30, 2026 through a preferential issue of 177.63 million units worth Rs 1,687.459 crore. It subsequently raised Rs 1,012.541 crore through further unit issues, directing most disclosed qualified institutional placement proceeds to debt redemption and repayment at acquired SPVs.

How did Nxt-Infra Trust acquire the five road SPVs?

Nxt-Infra Trust acquired the five SPVs by issuing 177.63 million units at Rs 95 per unit, aggregating to Rs 1,687.459 crore. The acquired entities were Darah Jhalawar Highways Private Limited, Vindhyachal Expressway Private Limited, Vadodara Kim Expressway Private Limited, Second Vivekananda Bridge Tollway Company Private Limited and Calicut Expressway Private Limited.

The unit issue secured 100% equity interests in Darah Jhalawar Highways Private Limited, Vindhyachal Expressway Private Limited and Vadodara Kim Expressway Private Limited, as well as a 99.9996% interest in Second Vivekananda Bridge Tollway Company Private Limited. It also secured a 49% stake in Calicut Expressway Private Limited, with the balance 51% acquired separately.

Nxt-Infra Trust paid consideration of Rs 103.501 crore for the remaining 51% of Calicut Expressway Private Limited. That amount included cash consideration of Rs 20.71 crore and deferred consideration of Rs 82.791 crore, making it separate from the Rs 1,687.459 crore unit-funded issue disclosed for the five-SPV transaction.

When did Nxt-Infra Trust take control of the acquired SPVs?

Nxt-Infra Trust obtained control of Second Vivekananda Bridge Tollway Company Private Limited, Darah Jhalawar Highways Private Limited, Vindhyachal Expressway Private Limited and Vadodara Kim Expressway Private Limited on August 13, 2026. It obtained control of Calicut Expressway Private Limited on August 26, 2026.

Nxt-Infra Trust valued the acquired assets and liabilities on the respective control dates and recognised deemed equity of Rs 559.699 crore. Its consolidated financial results include the five subsidiaries only from their acquisition dates, rather than from the beginning of the quarter ended September 30, 2026.

The trust stated that this acquisition-date consolidation makes the September 2026 quarter and half year not comparable with the other periods presented. Its subsidiary list had 10 entities as of September 30, 2026, including the five additions made during August 2026.

Revenue from operations rose to Rs 159.897 crore in the quarter ended September 30, 2026, from Rs 87.228 crore in the quarter ended June 30, 2026 and Rs 76.34 crore in the quarter ended September 30, 2025. However, Nxt-Infra Trust’s stated lack of comparability means the increase does not represent a like-for-like change in the pre-acquisition portfolio.

How did Nxt-Infra Trust use its Rs 1,012.541 crore fundraising?

Nxt-Infra Trust raised Rs 1,012.541 crore during the September 2026 quarter through a qualified institutional placement, or QIP, and a preferential issue to its sponsor. The QIP raised Rs 700.15 crore through 73.70 million units issued at Rs 95 each, while the sponsor issue raised Rs 312.391 crore.

Nxt-Infra Trust used Rs 533.074 crore of QIP proceeds to redeem optionally convertible debentures at certain acquired SPVs. It used a further Rs 160.019 crore to repay part of Vadodara Kim Expressway Private Limited’s external borrowing and allocated Rs 7.057 crore for general purposes.

The Rs 312.391 crore sponsor-linked preferential issue was used to redeem optionally convertible debentures in Calicut Expressway Private Limited. The filing therefore identifies new unit capital as the funding source for the specified acquired-project debt actions, rather than disclosing a new external acquisition loan at the InvIT level.

The two unit-raising routes also increased unit capital to Rs 5,524.077 crore at September 30, 2026, from Rs 2,838.809 crore at June 30, 2026. The increase followed both the Rs 1,687.459 crore acquisition-linked unit issue and the Rs 1,012.541 crore of subsequent fundraising.

What changed in Nxt-Infra Trust’s September-quarter results?

Nxt-Infra Trust reported a loss after tax of Rs 61.23 crore for the quarter ended September 30, 2026, compared with profit after tax of Rs 74.474 crore in the preceding June 2026 quarter and Rs 45.668 crore in the September 2025 quarter. The trust disclosed that the addition of five subsidiaries from August 2026 affected period-to-period comparability.

Finance costs increased to Rs 89.513 crore in the September 2026 quarter from Rs 57.32 crore in June 2026 and Rs 59.656 crore a year earlier. Depreciation rose to Rs 37.085 crore from Rs 0.047 crore in June 2026, while other expenses reached Rs 96.419 crore compared with Rs 4.559 crore in the preceding quarter.

For the half year ended September 30, 2026, revenue from operations was Rs 247.124 crore, up from Rs 157.389 crore in the corresponding prior-year half. Half-year profit after tax, however, was Rs 13.243 crore against Rs 89.006 crore a year earlier, while finance costs rose to Rs 146.833 crore from Rs 124.125 crore.

The auditor drew attention to Nxt-Infra Trust’s presentation of unit capital as equity. The filing says InvIT regulations require that presentation, although the obligation to distribute at least 90% of net distributable cash flows creates a liability component under Indian Accounting Standard 32, or Ind AS 32; the auditor did not modify its review conclusion.

Conclusion

Nxt-Infra Trust expanded its road portfolio through five SPVs financed principally with Rs 1,687.459 crore of newly issued units, then raised another Rs 1,012.541 crore. Of the QIP proceeds, Rs 693.093 crore was allocated to optionally convertible debenture redemption and repayment of Vadodara Kim Expressway Private Limited borrowing, while the sponsor issue funded Calicut Expressway Private Limited debenture redemption.

The next disclosed matter to watch is the potential purchase of the remaining 51% equity interest in joint venture Nxt-Infra MCP Highway Private Limited. As of September 30, 2026, Rs 112.257 crore of earlier private-placement proceeds remained unutilised, were temporarily invested in bank deposits, and were intended for payment of consideration for that balance stake.