OTPL could lift its Oriental InfraTrust stake to 45.03%

Oriental Tollways Private Limited (OTPL) could increase its holding in Oriental InfraTrust to 45.03% from 43.74% by acquiring all 7,532,962 units held by two dissenting unitholders at Rs 113 per unit. The cash exit offer has a maximum consideration of Rs 85.12 crore and is intended to retain the InvIT’s listing.

How much could OTPL’s Oriental InfraTrust stake increase?

OTPL’s stake could increase by 1.29 percentage points to 45.03% if every offer unit is validly tendered and accepted. Its pre-offer holding is 255,012,107 units, or 43.74% of Oriental InfraTrust’s 583,078,789 outstanding units, and the stated post-offer holding under full acceptance is 262,545,069 units.

The 7,532,962 units covered by the offer were held by two dissenting unitholders on the October 24, 2026 cut-off date. The offer size cannot rise because of unit acquisitions after that date, meaning OTPL’s potential 45.03% stake is based only on the units eligible on October 24.

The 1.29% acquisition is not an immediate change in ownership because it depends on tendering and acceptance. The offer is also not conditional on a minimum level of acceptance, so OTPL could acquire fewer than 7,532,962 units and end with a holding below the stated 45.03% maximum.

Why is OTPL offering dissenting unitholders an exit?

OTPL is offering an exit because Oriental InfraTrust proposes to change its sponsor structure through the exit of Oriental Structural Engineers Private Limited, leaving OTPL as the InvIT’s only sponsor. The exit option is being provided under Regulation 22(7) of the Securities and Exchange Board of India (SEBI) InvIT Regulations and Chapter 11 of the SEBI Master Circular.

OTPL gave notice to the investment manager on October 8, 2026 to obtain unitholder approval for the sponsor change. The investment manager convened a meeting on October 29, 2026, with October 24 as the cut-off date, and notified OTPL and the stock exchange of the voting outcome on October 31.

The October 31 notification identified two dissenting unitholders with 7,532,962 units. In comparison, unitholders voting in favour of the resolution held 230,600,000 units, or 39.55%, while Oriental Structural Engineers Private Limited held 89,933,720 units, or 15.42%, as of the cut-off date.

OTPL and Oriental Structural Engineers Private Limited did not vote on the resolution because they were related parties to it. The exit offer is therefore a mechanism for the two dissenting holders rather than an offer extended to all 583,078,789 outstanding units of Oriental InfraTrust.

What are OTPL’s price and tender terms?

OTPL is offering Rs 113 in cash for each eligible unit, producing a maximum consideration of Rs 85.12 crore if all 7,532,962 units are accepted. The acquirer’s board approved the exit offer on October 31, 2026 and approved the Rs 113 exit price on November 4, 2026.

The letter of offer states that the price was determined under paragraph 11.5 of the SEBI Master Circular. There is no differential price for tendered units, so each accepted eligible unit is to receive Rs 113 regardless of the number of units tendered by either dissenting holder.

The tendering period is scheduled for five working days from November 11, 2026 through November 17, 2026, both dates inclusive. OTPL gave public notice of its intention to provide the exit option on November 1, and the lead manager filed the letter of offer and its due-diligence certificate with the stock exchange on November 4.

Tendered units must be in the applicable trading lot of 7,532,962 units, according to the letter of offer. Eligible holders must also ensure their units are free of liens, charges and encumbrances, while non-resident holders must obtain and submit any required approvals, including an approval from the Reserve Bank of India where applicable.

Will Oriental InfraTrust remain listed after the exit offer?

Oriental InfraTrust is intended to remain listed after the exit offer, even if OTPL reaches the disclosed 45.03% holding. The letter of offer says the InvIT has one class of units and no partly paid-up units or outstanding instruments convertible into units as of its date.

Full acceptance may be constrained by the minimum public-unitholding requirement under the SEBI InvIT Regulations. If accepting all tendered units would bring public unitholding below the prescribed minimum, OTPL must accept tenders on a proportionate basis sufficient to preserve the required public holding after the exit process.

That proportionate-acceptance mechanism means the 45.03% figure is expressly an assumption of full acceptance, rather than a guaranteed post-offer stake. The document said no statutory or other approvals were required as of the letter’s date, but OTPL would seek them if any became applicable before the offer’s completion.

The offer units will be acquired with the rights attached to them, including rights to distributions declared on those units. OTPL also states that it has no relationship with or interest in Oriental InfraTrust other than those disclosed in the letter of offer, including its 43.74% pre-offer unit holding.

What does the filing disclose about OTPL’s ownership and finances?

OTPL is controlled by Oriental Structural Engineers Private Limited, which held 10,016,073 of its 10,016,074 equity shares, or 99.99%, as of October 30, 2026. Sanjit Bakshi, identified as a nominee shareholder of Oriental Structural Engineers Private Limited, held the remaining one share, or 0.01%.

OTPL was incorporated on October 10, 2008 and describes its activity as holding investments in infrastructure operating companies and special purpose vehicles involved in roads and highways construction, operation and maintenance. The letter also says no person is acting in concert with OTPL for the exit offer.

OTPL reported total assets of Rs 4,284.50 crore as of June 30, 2026, compared with Rs 4,397.86 crore at March 31, 2026. Total equity increased to Rs 3,940.63 crore from Rs 3,861.14 crore over the same dates, while cash and cash equivalents declined to Rs 20.78 lakh from Rs 149.07 crore.

The filing states that OTPL’s net worth was not less than Rs 100 crore as of June 30, 2026, based on a certificate from Praveen Aggarwal & Co., Chartered Accountants. For the period ended June 30, OTPL reported total income of Rs 98.53 crore and profit for the period of Rs 79.49 crore.

Conclusion

The proposed sponsor restructuring gives the two dissenting holders of 7,532,962 Oriental InfraTrust units a cash exit at Rs 113 per unit. If all eligible units are tendered and accepted, OTPL’s holding would rise from 43.74% to 45.03%, while the InvIT would remain listed.

The next scheduled event is the November 11 to November 17, 2026 tendering period. The resulting stake will depend on valid tenders and whether full acceptance can occur without breaching the minimum public-unitholding requirement, which could require proportionate acceptance.