Oriental Tollways offers Rs 113 exit to two dissenting holders

Oriental Tollways Private Limited is offering Rs 113 cash per unit to two dissenting Oriental InfraTrust unitholders holding 1.29% of its units, with maximum consideration of Rs 85.12 crore. The offer covers up to 7,532,962 units following the October 29, 2026 vote on a proposal to change the InvIT's sponsor.

Who can tender into Oriental Tollways' exit offer?

Only two dissenting unitholders recorded on the October 24, 2026 cut-off date can tender units to Oriental Tollways. They collectively held 7,532,962 units in Oriental InfraTrust, an infrastructure investment trust, or InvIT, and their holding represents 1.29% of the 583,078,789 outstanding units. The offer does not extend to all unitholders.

Under the letter of offer, dissenting unitholders are those that did not vote in favour of, or abstained from voting on, the resolution, whether or not they attended the October 29 meeting. Eligibility applies only to the number of units held at the October 24 cut-off date. Purchases made after that date cannot increase the number of units eligible for the Rs 113 exit option.

The proposed transaction involves Oriental Structural Engineers Private Limited leaving as sponsor, with Oriental Tollways remaining as Oriental InfraTrust's sole sponsor. Oriental Tollways gave notice to the investment manager on October 8, 2026 to seek unitholder approval under Regulation 22(7) of the Securities and Exchange Board of India (SEBI) InvIT Regulations.

What are the Oriental Tollways offer price and dates?

Oriental Tollways is offering Rs 113 per unit in cash for up to 7,532,962 units, implying maximum consideration of Rs 85.12 crore if every eligible unit is tendered and accepted. Its board approved the exit offer on October 31, 2026 and approved the exit price on November 4, 2026.

The tendering period runs for five working days, from November 11, 2026 through November 17, 2026. Oriental Tollways issued its public notice on November 1, 2026, and Nuvama Wealth Management Limited filed the letter of offer with the National Stock Exchange of India Limited on November 4, 2026 as lead manager.

The offer has no minimum acceptance condition and has no differential price for tendered units. Units tendered must be free of liens, charges and encumbrances. Non-resident holders must secure and submit any approvals needed to tender, including Reserve Bank of India approval where applicable.

How would the sponsor change alter Oriental InfraTrust ownership?

Oriental Tollways would hold 45.03% of Oriental InfraTrust after full acceptance, compared with 43.74% before the offer. Its unit holding would rise by 7,532,962 units, from 255,012,107 to 262,545,069, if all offer units are accepted.

At the October 24 cut-off date, units held by unitholders voting in favour of the sponsor-change resolution totalled 230,600,000, or 39.55% of outstanding units. Oriental Structural Engineers held 89,933,720 units, or 15.42%, while Oriental Tollways held 255,012,107 units, or 43.74%. The two sponsors did not vote because they were related parties to the resolution.

Acceptance can be proportionate if acquiring all tendered units would cause public unitholding to fall below the minimum required under the SEBI InvIT Regulations. Therefore, Rs 85.12 crore is the maximum payout rather than an assured amount. Oriental Tollways intends to retain the listing of the units on the National Stock Exchange of India Limited.

What financial information does Oriental Tollways disclose?

Oriental Tollways reported net worth of not less than Rs 100 crore as of June 30, 2026, according to a certificate from Praveen Aggarwal & Co., Chartered Accountants. Its reported total equity was Rs 3,940.63 crore at June 30, 2026, compared with Rs 3,861.14 crore at March 31, 2026.

Total assets stood at Rs 4,284.50 crore at June 30, 2026, down from Rs 4,397.86 crore at March 31, 2026, while total current liabilities declined to Rs 188.71 crore from Rs 381.56 crore. The financial information describes Oriental Tollways as holding investments in infrastructure operating companies and special purpose vehicles involved in roads and highways construction and development.

For the period ended June 30, 2026, Oriental Tollways reported total income of Rs 98.53 crore and profit after tax of Rs 79.49 crore. For the year ended March 31, 2026, it reported total income of Rs 421.23 crore and profit after tax of Rs 334.95 crore. These are not like-for-like periods because the June 30 figures cover a period ended on that date, while the March 31 figures cover a financial year.

Conclusion

The offer gives two eligible dissenting holders a cash exit at Rs 113 per unit for up to 1.29% of Oriental InfraTrust, while allowing Oriental Tollways to increase its stake from 43.74% to as much as 45.03%. The proposed sponsor change would leave Oriental Tollways as the InvIT's sole sponsor, while the units would remain listed.

The next disclosed event is the November 11 to November 17, 2026 tendering period. The outcome will depend on valid tenders, any approvals required from individual holders and whether proportionate acceptance is needed to preserve the minimum public-unitholding requirement.