PNC Infra gets NHAI nod to transfer 100 pc stake in 3 subsidiaries to Highways Infra Trust

Infrastructure company PNC Infratech on Friday said it has received approval from NHAI to transfer a 100 per cent stake held by it in its three subsidiaries (SPVs) for Uttar Pradesh road projects to Highways Infrastructure Trust. The company, in a regulatory filing, said the three highway projects are a part of the statutory process pursuant to the Rs 9,005 crore deal between PNC Infratech, PNC Infra Holdings (a subsidiary of PNC Infratech), and Highways Infrastructure Trust (HIT), an InvIT controlled by KKR & Co Inc, for 12 road assets.

The three subsidiaries/SPVs, which got approval from the National Highways Authority of India (NHAI), are PNC Bithur Kanpur Highways Private Ltd, PNC Gomti Highways Private Ltd and PNC Aligarh Highways Private Ltd.

The deal, signed in January 2024, involves the divestment of twelve road assets owned by PNC Infratech and PNC Infra Holdings for an enterprise value of Rs 9,005 crore.

It includes eleven National Highway (NH) Hybrid Annuity mode (HAM) assets and one State Highway BOT Toll asset with approximately 3,800 lane kilometres in Karnataka, Madhya Pradesh, Rajasthan and Uttar Pradesh.

According to a source aware of the development, PNC Infratech is in the process of fulfilling the conditions precedents for the deal viz. ‘change in control’ approvals from the highway authorities and no objection certificates from the lenders to the projects.

“PNC Infratech has obtained a change in control approval from NHAI for three of the assets, and approvals for seven more assets are expected by mid-December,” said the source. “With NOCs obtained from most of the lenders, PNC Infratech is expected to close the deal for ten of the twelve assets by the close of this financial year (March 31, 2025), comprising 85 per cent of the total deal value,” he added. According to him, the deal for the remaining two assets is expected to be completed by H1 FY26.

Infrastructure Investment Trust (InvIT) is an instrument on the pattern of mutual funds, designed to pool money from investors and invest in assets that will provide cash flows over a period of time.