Oriental InfraTrust sets ₹113 exit price above valuations

Oriental InfraTrust has set a ₹113 per Unit exit price, exceeding its ₹110.40 net asset value and ₹110.71 per-Unit valuation as of June 30, 2026, while NSE recorded zero turnover in its Units during the preceding 240 trading days. The offer covers up to 7,532,962 Units held by dissenting unitholders.

Why is Oriental InfraTrust offering ₹113 per Unit?

Oriental InfraTrust is offering ₹113 per Unit because the Acquirer and Lead Manager set the price using the June 30, 2026 value per Unit, including net asset value, book value and other customary valuation parameters. The ₹113 exit price is ₹2.60 above the ₹110.40 net asset value certified by RBSA Valuation Advisors LLP in its August 14, 2026 valuation report.

The price is also ₹2.29 above the ₹110.71 per-Unit value certified by Kirtane & Pandit, Chartered Accountants, in a report dated November 4, 2026, for the same June 30, 2026 valuation date. Thus, the two disclosed valuation measures differ by ₹0.31 per Unit, while the exit price stands above both.

Oriental InfraTrust says the price must be revised to the highest price paid or payable if the Acquirer acquires, or agrees to acquire, Units at a higher price between the Relevant Date and payment to dissenting unitholders. Any such revision requires a corresponding increase in the escrow amount.

The filing also provides for a further price-protection mechanism for 26 weeks after the Tendering Period. If the Acquirer or persons acting in concert acquire Units at more than ₹113 during that period, they must pay the difference to dissenting unitholders whose Units were accepted, within 60 days of that acquisition, subject to specified exceptions.

How liquid were Oriental InfraTrust Units before the exit offer?

Oriental InfraTrust Units recorded nil turnover on NSE during the 240 trading days preceding the Relevant Date, according to a November 4, 2026 certificate from Praveen Aggarwal & Co., Chartered Accountants. The certificate reports 0.00% trading turnover for the period.

Oriental InfraTrust therefore classifies its Units as infrequently traded under the Securities and Exchange Board of India, or SEBI, Master Circular. The circular’s stated test is turnover below 10% of weighted average outstanding Units during the relevant period, and the reported 0.00% was below that threshold.

The filing does not provide a recent NSE market-price benchmark because no Units traded in the specified 240-day period. Instead, it presents the ₹110.40 net asset value and ₹110.71 valuation, both as of June 30, 2026, as the disclosed measures against which the ₹113 exit price can be compared.

Who can tender Oriental InfraTrust Units in the offer?

Only dissenting unitholders of Oriental InfraTrust can tender Units, and only to the extent of their holdings on the Cut-off Date. The filing defines dissenting unitholders as those who did not vote in favour of, or abstained from voting on, the resolution, irrespective of whether they attended the meeting.

The offer covers up to 7,532,962 Units, representing up to 1.29% of the 583,078,789 total outstanding Units. Units acquired after the Cut-off Date and Units held by unitholders who voted in favour of the resolution are not eligible for the exit offer.

Oriental InfraTrust reported public ownership of 238,132,962 Units, or 40.84% of outstanding Units, as of September 30, 2026. The sponsor and sponsor group held 344,945,827 Units, or 59.16%, including 206,030,568 Units pledged or otherwise encumbered, equal to 59.73% of that group’s holding.

The offer is not conditional on a minimum acceptance level. However, if accepting all validly tendered Units would reduce public unitholding below the minimum required under SEBI InvIT Regulations, Oriental InfraTrust says acceptances will be made proportionately to preserve the required public unitholding.

How is the Oriental InfraTrust exit offer funded?

Oriental InfraTrust has disclosed maximum consideration of ₹85.1224706 crore, assuming full acceptance of 7,532,962 Units at ₹113 each. The Acquirer, Lead Manager and ICICI Bank Limited entered into an escrow agreement on November 4, 2026 for the exit offer.

The Acquirer opened an account named “Oriental Tollways Private Limited Escrow Account” with ICICI Bank, which acts as Escrow Agent. The aggregate consideration based on the list of dissenting unitholders is to be deposited at least two Working Days before the Tendering Period begins.

Praveen Aggarwal & Co. certified on November 4, 2026 that the Acquirer had adequate and firm financial resources, through verifiable means, to meet its obligations under the offer. Based on that certificate, the Lead Manager said it was satisfied that firm financial arrangements had been put in place.

The Lead Manager has authority to instruct the Escrow Agent to make payments from the account and to realise its value under the escrow agreement and the SEBI Master Circular. If the exit price rises from ₹113, the Acquirer must increase the escrow amount before putting the higher price into effect.

When does the Oriental InfraTrust tender period close?

Oriental InfraTrust’s Tendering Period opens on Wednesday, November 11, 2026 and closes on Tuesday, November 17, 2026, after five Working Days. Eligible dissenting unitholders can tender all or part of their qualifying dematerialised Units through their Selling Broker using NSE’s Acquisition Window.

Subject to required statutory or other approvals, the Acquirer is to pay consideration within three Working Days after the final day of the Tendering Period to holders whose Units are accepted. The filing says the Acquirer’s board approved the exit offer on October 31, 2026 and approved the ₹113 exit price on November 4, 2026.

Oriental InfraTrust states that no statutory approvals were required for the Acquirer as of the Letter of Offer date, other than the disclosed board approvals. Non-resident dissenting unitholders must obtain any approvals required to tender and submit the Form of Acceptance with supporting documents.

A tender becomes a binding agreement under the offer terms, and a dissenting unitholder cannot withdraw it during or after the Tendering Period. Conditional or incomplete acceptances may be rejected, while Units subject to litigation or transfer restrictions may be rejected if free transferability is not established before the closing date.

Conclusion

Oriental InfraTrust has set its ₹113 exit price above both disclosed June 30, 2026 valuation measures, by ₹2.60 against net asset value and ₹2.29 against the separate chartered-accountant valuation. With nil NSE turnover over the relevant 240 trading days, the filing places those valuation measures at the centre of the price justification.

The next scheduled event is the November 11 to November 17, 2026 Tendering Period for up to 7,532,962 Units. Investors can watch whether proportionate acceptance is needed to maintain minimum public unitholding, whether a higher acquisition price causes an upward revision, and whether accepted holders receive payment within the stated three-Working-Day period.