Oriental Tollways Private Limited offers Rs 113 exit to dissenters

Oriental Tollways Private Limited is offering two dissenting Oriental InfraTrust unitholders Rs 113 in cash for each of 7,532,962 eligible units, implying maximum consideration of Rs 85.1224706 crore. The exit offer follows the October 29, 2026 vote on a proposed sponsor change in which Oriental Structural Engineers Private Limited would exit Oriental InfraTrust.

Why is OTPL required to make this exit offer?

OTPL is providing the exit option because the proposed transaction would change Oriental InfraTrust's sponsor structure, with Oriental Structural Engineers Private Limited, or OSEPL, exiting and OTPL remaining as sponsor. The offer is made under Regulation 22(7) of the Securities and Exchange Board of India Infrastructure Investment Trusts Regulations, 2014, and Chapter 11 of the Securities and Exchange Board of India Master Circular for Infrastructure Investment Trusts dated July 11, 2025.

OTPL gave the investment manager notice of the proposed transaction on October 8, 2026. The unitholders' meeting was held on October 29, 2026, after an October 24, 2026 cut-off date determined voting eligibility; on October 31, the investment manager told OTPL and the National Stock Exchange of India, or NSE, that two dissenting unitholders held 7,532,962 units.

The letter of offer does not provide the vote count required for approval or state whether the resolution was passed. It reports that holders of 230,600,000 units, representing 39.55% of Oriental InfraTrust's 583,078,789 outstanding units, voted in favour. OSEPL and OTPL did not vote because they were related parties to the resolution.

Which Oriental InfraTrust units can dissenting holders tender?

Only the 7,532,962 units held by the two dissenting unitholders on October 24, 2026 are eligible for the OTPL offer. The disclosed offer size equals 1.29% of the 583,078,789 outstanding Oriental InfraTrust units, and purchases made after the cut-off date cannot increase a holder's eligible quantity.

OTPL says the offer is not conditional on a minimum acceptance level. However, if accepting all tendered units would reduce public unitholding below the minimum specified in the InvIT regulations, acceptances will be proportionate to preserve that minimum. The letter does not state the applicable minimum public-unitholding percentage.

Tendered units must be free of liens, charges and encumbrances. The filing says tendering must be in the applicable trading lot of 7,532,962 units, and that Oriental InfraTrust has one class of units, with no partly paid units or instruments convertible into units as of the November 4, 2026 letter date.

What price and cash commitment has OTPL disclosed?

OTPL has set the exit price at Rs 113 per unit, payable in cash, for maximum consideration of Rs 85.1224706 crore if all 7,532,962 units are validly tendered and accepted. OTPL's board approved the exit offer on October 31, 2026 and approved the Rs 113 price on November 4, 2026.

The filing says the price was determined under paragraph 11.5 of the Securities and Exchange Board of India Master Circular and that there is no differential price for units tendered in the offer. OTPL opened an escrow account with ICICI Bank Limited under an agreement dated November 4, 2026, with a deposit stated as up to the maximum consideration.

OTPL said that, as of the letter date, no statutory or other approvals were required to acquire validly tendered units. Non-resident unitholders must obtain and submit any approvals applicable to their tender, including Reserve Bank of India approval where required; OTPL reserves the right to reject units where such approvals are not submitted.

When will OTPL accept tenders through NSE?

OTPL's tendering period is scheduled to run for five working days, from November 11, 2026 through November 17, 2026, both dates inclusive. The tender and settlement process will use a separate NSE acquisition window established for the exit offer mechanism.

The acquirer issued its public notice through the lead manager on November 1, 2026, within 24 hours of the October 31 intimation. Nuvama Wealth Management Limited filed the November 4 letter of offer and its due-diligence certificate with NSE, while KFin Technologies Limited is the registrar to the offer.

The letter says OTPL intends to retain the NSE listing of Oriental InfraTrust units after the proposed transaction. It also says accepted units will be acquired with attached rights, including rights to declared distributions, and tendering holders must have obtained the consents needed to sell them on that basis.

How would full acceptance change OTPL's Oriental InfraTrust holding?

Full acceptance would raise OTPL's Oriental InfraTrust holding by 7,532,962 units, or 1.29 percentage points, to 262,545,069 units and 45.03% from 255,012,107 units and 43.74%. That change is equal to the entire disclosed exit-offer size and does not alter the total outstanding-unit count of 583,078,789.

OTPL is a wholly owned subsidiary promoted by OSEPL. As of October 30, 2026, OSEPL held 10,016,073 of OTPL's 10,016,074 equity shares, or 99.99%, while Sanjit Bakshi, identified as OSEPL's nominee shareholder, held one share representing 0.01%.

OTPL's financial summary reported total assets of Rs 4,284.5015 crore at June 30, 2026, compared with Rs 4,397.8551 crore at March 31, 2026. Total equity rose to Rs 3,940.6316 crore from Rs 3,861.1368 crore over the same dates, while current liabilities declined to Rs 188.7071 crore from Rs 381.5577 crore.

The June 30, 2026 profit and loss statement covers a partial period, unlike the full year ended March 31, 2026. It reported total income of Rs 98.5282 crore and profit of Rs 79.4901 crore, versus Rs 421.2267 crore of total income and Rs 334.95 crore of profit for the year ended March 31, 2026. Separately, Praveen Aggarwal & Co. certified OTPL's June 30 net worth at not less than Rs 10 crore.

Conclusion

The offer gives two identified dissenting Oriental InfraTrust unitholders a cash exit at Rs 113 per unit for up to 1.29% of outstanding units. If every eligible unit is accepted, OTPL would deploy up to Rs 85.1224706 crore and increase its holding from 43.74% to 45.03%, while the proposed transaction would leave it as Oriental InfraTrust's sponsor.

The next disclosed event is the November 11 to November 17, 2026 tendering period through NSE. The filing leaves open whether proportionate acceptance will be needed to preserve minimum public unitholding and notes that any approvals becoming applicable before completion would need to be obtained.