Oriental Tollways stake could reach 45.03% in InfraTrust

Oriental Tollways Private Limited could increase its holding in Oriental InfraTrust to 45.03% from 43.74% by buying up to 7,532,962 units at Rs 113 per unit, requiring up to Rs 85.1224706 crore if fully accepted, while stating that Oriental InfraTrust will remain listed on NSE.

Why is Oriental Tollways making an exit offer?

Oriental Tollways is making the exit offer because Oriental Structural Engineers Private Limited is proposed to exit as a sponsor of Oriental InfraTrust, leaving Oriental Tollways as the InvIT's sole sponsor. The offer is required for dissenting unitholders under Regulation 22(7) of the Securities and Exchange Board of India (SEBI) InvIT Regulations and Chapter 11 of the SEBI Master Circular.

Oriental Tollways gave notice of the sponsor-change proposal on October 8, 2026, and the unitholders' meeting was held on October 29, 2026. The October 24, 2026 cut-off date identified two dissenting unitholders with 7,532,962 units, representing 1.29% of Oriental InfraTrust's 583,078,789 outstanding units.

The investment manager notified the voting outcome on October 31, 2026, after voting concluded on October 29. Oriental Tollways announced its intention to provide the exit option on November 1, 2026, and the letter of offer was filed with the stock exchange on November 4, 2026 along with the lead manager's due-diligence certificate.

How would Oriental Tollways' Oriental InfraTrust stake change?

Oriental Tollways would hold 262,545,069 Oriental InfraTrust units, or 45.03%, after the exit offer if all 7,532,962 offer units are tendered and accepted. Its holding before the offer is 255,012,107 units, or 43.74%, so full acceptance would add 1.29 percentage points.

The 45.03% outcome is conditional, not a completed change in ownership. If accepting all tendered units would push public unitholding below the minimum prescribed by the SEBI InvIT Regulations, Oriental Tollways must accept units proportionately, which could reduce its final acquisition below 7,532,962 units.

At the October 24 cut-off date, unitholders voting in favour of the sponsor-change resolution held 230,600,000 units, or 39.55%, while Oriental Structural Engineers held 89,933,720 units, or 15.42%. Oriental Structural Engineers and Oriental Tollways did not vote because they were sponsors and related parties to the resolution at that time.

Will Oriental InfraTrust remain listed after the sponsor change?

Oriental InfraTrust will remain listed on NSE because Oriental Tollways states that it intends to retain the listing of the InvIT's units. The document makes that statement alongside the proposed transaction in which Oriental Tollways would become the only sponsor and could reach a 45.03% holding.

Oriental InfraTrust had one class of units as of the letter's date, with no partly paid-up units or outstanding instruments convertible into units. Its 583,078,789 outstanding units therefore form the stated base for the 43.74% pre-offer holding and the 45.03% full-acceptance holding.

The September 30, 2026 unitholding pattern reported 344,945,827 units, or 59.16%, with sponsors, the investment manager, project managers and related parties. Public unitholding was 238,132,962 units, or 40.84%, which is why the offer documents require proportionate acceptance if necessary to preserve the regulatory public-unitholding minimum.

What cash price will Oriental Tollways pay for units?

Oriental Tollways is offering Rs 113 in cash for each Oriental InfraTrust unit, with no differential pricing among tendered units. The maximum consideration is Rs 85.1224706 crore for all 7,532,962 units, and its board approved the offer on October 31, 2026 and the exit price on November 4, 2026.

The Rs 113 offer price is Rs 2.60 above the reported net asset value and Rs 2.29 above the separate value-per-unit certificate. Oriental Tollways and the lead manager said the price considered net asset value, book value and customary valuation parameters because NSE turnover was nil during the 240 trading days before the relevant date.

Oriental Tollways, the lead manager and ICICI Bank Limited signed an escrow agreement on November 4, 2026. Oriental Tollways must deposit the aggregate consideration into the escrow account at least two working days before the tendering period opens; no statutory or other approval was required as of the letter's date.

What does Oriental Tollways' disclosed financial information show?

Oriental Tollways had 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 audited accounts showed total equity of Rs 3,940.6316 crore at June 30, 2026, compared with Rs 3,861.1368 crore at March 31, 2026.

Total assets were Rs 4,284.5015 crore at June 30, 2026, down from Rs 4,397.8551 crore at March 31, 2026. Cash and cash equivalents fell to Rs 0.2078 lakh at June 30, 2026 from Rs 149.0655 crore at March 31, 2026, while current loans rose to Rs 920.3528 crore from Rs 850.2885 crore.

For the period ended June 30, 2026, Oriental Tollways reported total income of Rs 98.5282 crore and profit after tax of Rs 79.4901 crore. For the year ended March 31, 2026, total income was Rs 421.2267 crore and profit after tax was Rs 334.95 crore; the two periods are not directly comparable because the June period covers three months and the March period covers a full financial year.

Oriental Tollways was incorporated on October 10, 2008 and held investments in operating companies and special purpose vehicles involved in roads and highways. As of October 30, 2026, Oriental Structural Engineers held 10,016,073 of Oriental Tollways' 10,016,074 equity shares, or 99.99%, while its nominee shareholder held one share.

Conclusion

The exit offer provides the two dissenting unitholders with a cash option at Rs 113 per unit during the proposed sponsor restructuring. If all 7,532,962 units are accepted, Oriental Tollways' stake would rise by 1.29 percentage points to 45.03%, while the document states that Oriental InfraTrust will continue as an NSE-listed InvIT.

The next disclosed step is the deposit of the applicable offer consideration into escrow at least two working days before the tendering period begins. The final stake will depend on valid tenders and whether proportionate acceptance is needed to preserve the minimum public unitholding required under the SEBI InvIT Regulations.