New Delhi, May 15 -- IRB Infrastructure Trust, a privately listed infrastructure investment trust backed by Singapore's sovereign wealth fund GIC and Spain's Ferrovial through its toll road arm Cintra, has made a preliminary and non-binding offer to transfer two operational build-operate-transfer (BOT) toll road assets valued at approximately Rs 4,663 crore ($486 million) to its sister vehicle, the publicly listed IRB InvIT Fund.

The assets are the Solapur-Yedeshi section of NH-211 in Maharashtra, comprising 395 lane km and valued at Rs 2,354 crore, and the Chittorgarh-Gulabpura section of NH-79 in Rajasthan, spanning 749 lane km and valued at Rs 2,309 crore. Together, the two revenue-generating projects span 1,144 lane km and were valued by an independent valuer as of March 31, 2026.

The board of the investment manager of the private InvIT approved the offer on May 14. The transfer is proposed under a right of first offer (ROFO) arrangement granted to the public InvIT and remains subject to due diligence, execution of definitive agreements, regulatory approvals, lender consents and other conditions. The transaction is not yet certain to close.

If completed, the deal would lift the enterprise value of the listed IRB InvIT Fund to around Rs 23,000 crore from roughly Rs 18,300 crore currently. It follows the earlier transfer of three other BOT assets - Hapur-Moradabad, Kaithal-Rajasthan border and Kishangarh-Gulabpura - from the private vehicle with a combined enterprise value of Rs 8,436 crore, plus one hybrid annuity model (HAM) asset from the sponsor.

Capital recycling strategy

The proposed transaction is in line with IRB's "B.E.S.T." (bid, execute, stabilize, transfer) strategy under which the group develops and stabilizes assets largely within the private InvIT before offering mature, cash-flow stable projects to the publicly listed vehicle. The proceeds are intended to support new bids and growth without equity dilution at the listed sponsor level.

Virendra D Mhaiskar, chairman and managing director of IRB Infrastructure Developers Ltd, said the latest proposal would enable the private InvIT to recycle capital into future opportunities while providing the public InvIT with an enhanced portfolio, longer weighted average concession life and incremental revenue. The group has set a target of building an asset base of Rs 1.40 lakh crore by 2029.

GIC and international investor backing

GIC originally invested in the private InvIT platform in 2019, taking a 49% stake.

In 2024, Cintra acquired a 24% stake in the private InvIT and its investment manager from GIC affiliates. GIC retained a 25% holding, while sponsor IRB Infrastructure Developers maintained 51%.

Portfolio and market context

IRB Infrastructure Developers, founded in 1998, is one of India's largest private toll road operators. Together with its two InvITs, the group manages 28 highway assets spanning roughly 17,500 operational lane km and an aggregate asset base of around Rs 94,000 crore across 13 states. The assets contribute about 10% of national toll revenue.

IRB InvIT Fund, India's first listed InvIT when it debuted in 2017, currently holds 10 highway assets (eight BOT and two HAM) with about 4,445 lane km and an enterprise value of approximately Rs 18,300 crore. The private IRB Infrastructure Trust, listed on the NSE in 2023, holds 14 revenue-generating assets spanning 10,674 lane km and an enterprise value of roughly Rs 56,500 crore.

The proposed transaction comes amid robust traffic growth on Indian highways and continued government emphasis on asset monetization through InvITs. Execution will depend on approvals, any associated financing for the public vehicle, and market conditions for infrastructure yields. No details on funding mechanics or final pricing were disclosed beyond the independent valuation.

Published by HT Digital Content Services with permission from VC Circle.