IRB Invit Fund has informed the Exchange regarding Disclosure of material issue
Awaiting price reaction for this filing.
IRB InvIT Fund's Board (via IRB Infrastructure Pvt Ltd, the Investment Manager) approved proforma consolidated financial information as at June 30, 2025 and March 31, 2025 in connection with a proposed institutional placement of units. The Trust proposes to acquire 100% equity in three road SPVs — Kishangarh Gulabpura Tollway (KGTL), Kaithal Tollway (KTL) and IRB Hapur Moradabad Tollway (IHMTL) — for a purchase consideration of Rs. 4,905 crore (net of ~Rs. 3,770 crore borrowings being refinanced). Fund-raising of up to Rs. 5,000 crore is planned (Rs. 4,000 crore via fresh institutional/preferential unit issue and Rs. 905 crore via term loan/NCDs). On consolidation, proforma goodwill of Rs. 2,970 crore (June 30, 2025) is recognised. Post-acquisition, the portfolio will expand from 8 to 11 toll road projects. Proforma FY25 revenue stands at Rs. 1,553 crore with a proforma loss after tax of Rs. 361.6 crore, and Q1 FY26 proforma revenue is Rs. 423.4 crore with a loss of Rs. 92.8 crore, as all three target SPVs are currently loss-making at standalone level.
This is a significant portfolio expansion funded mainly by a fresh unit issuance, which will dilute existing unitholders. The proforma numbers are loss-making because all three target SPVs are individually loss-making and the acquisition generates large goodwill, meaning near-term distributable cash flows may be under pressure despite revenue scaling up.