Vertis Infrastructure Trust’s record is marked by abrupt governance churn, a mid-year auditor resignation on the very day it signed a clean opinion, and a complex offshore structure that has absorbed a dozen new SPVs in a single year. The promoter pledged nearly a fifth of outstanding units after holding none a year ago, while the sponsor sold 21 crore units. SEBI has issued multiple warnings to the Trust, its SPV, and its Trustee, and the Investment Manager cannot yet comply with board-composition rules for a key subsidiary.
Key findings
- The auditor resigned on the same day it signed an unmodified FY25 opinion
Major- Walker Chandiok & Co LLP was appointed for a five-year term from FY2022-23 to FY2026-27, yet resigned effective end of business on 16 May 2025, the same date it signed its unmodified audit opinion on the FY2024-25 financial statements. The Board approved the appointment of S.B. Billimoria & Co. LLP, a Deloitte network firm, as statutory auditor that same day for a new five-year term. - The Trust acquired 12 SPVs in FY26 with outstanding contingent consideration
Major- The Trust acquired 12 SPVs from PNC Infratech Limited and PNC Infra Holdings Limited during FY26 for total consideration of ₹1,332.79 crore, including contingent consideration of ₹149.21 crore of which ₹94.49 crore remained outstanding at 31 March 2026. The ultimate holding entity is KKR Asia Pacific Infrastructure Investors SCSp, managed through a chain ending with KKR AP Infrastructure S.à r.l. UEPL and BETPL face cash traps of ₹55.23 crore and ₹154.27 crore respectively, requiring NCLT capital reduction schemes to upstream cash. - Goodwill of ₹310 crore was fully impaired in the year it was recognised
Major- The Group recognised goodwill of ₹310.17 crore on the STPL acquisition in FY2023-24 and fully impaired the entire amount in the same year, with the recoverable amount determined as Nil. On a standalone basis, the Trust recognised impairment losses on investment in subsidiaries of ₹204.46 crore in FY2022-23 and ₹496.48 crore in FY2023-24. As at 31 March 2026, the fair value of investments and loans into subsidiaries was ₹26,918.19 crore, or 98.37% of total standalone fair value assets, determined using DCF models with significant management judgment. - Revenue doubled but quality is strained by a first-time credit-loss provision
Minor- The Group recognised a provision for expected credit losses on trade receivables of ₹22.73 crore in FY2025-26, after recording nil provision in the two prior years. NTEPL’s scheduled toll-rate increase was not implemented, and management recorded the expected NHAI compensation as a receivable rather than cash. Shillong Expressway Private Limited’s concession expired on 6 February 2026, and it received no annuity income for FY2025-26. - Multiple SPVs face litigation that could reduce toll revenues or unwind concessions
Minor- The Delhi High Court on 17 October 2025 directed NHAI to keep in abeyance its circular revising the WPI linking factor, a change management states would reduce toll revenue by approximately 3.1% across eight toll assets representing roughly 56% of Vertis’ AUM. The Supreme Court upheld an interpretation that concession agreements may attract higher stamp duty, and DBCPL is yet to receive its final demand. The Trust states that contingent liabilities of project SPVs are covered under pass-through arrangements, so any liability will be borne by erstwhile owners. - The Trust changed amortisation policy and restructured subsidiary capital
Minor- The Group changed the amortisation method for toll collection rights from revenue-based to straight-line during FY2025-26. The NCLT-approved capital reduction schemes of GEPL and DBCPL generated P&L gains by recognising the difference between the carrying amount of investment and the fair value of the loan given as consideration. The acquisition of BETPL on 12 June 2024 was accounted for as a common-control transaction, with prior-period comparatives restated from 1 April 2023.
What to watch
- Refinancing of maturing debt. ₹700 crore of commercial paper matures in June 2026 and ₹500 crore of NCDs mature in March 2027, as stated in the Q4 FY2025-26 transcript.
- BETPL cash trap resolution. The ₹154.27 crore cash trap requires a revised NCLT scheme of arrangement following rejection of the initial application on 10 April 2026.
- GRICL board composition. The Investment Manager remains unable to appoint a majority of directors as required, and a pending agreement with the Government of Gujarat is yet to be executed, as disclosed in the FY2025-26 Annual Report.
- MPRDC show cause notice. The outcome of the notice to DBCPL dated 20 December 2025 remained pending as of the FY2025-26 Annual Report.
- NHAI toll-pass compensation. There is no certainty of timing of payout for uncollected revenue under the national annual toll pass, per the FY2025-26 Annual Report.
Bottom line: This is a disclosed record with a clean audit opinion from a Big Four successor firm, but the path to that opinion runs through a mid-year resignation on signing day. The governance signals, a sponsor selling down while pledging units, three nominee directors in a single year, and recurring SEBI warnings, sit alongside a structure that added a dozen SPVs and carries trapped cash requiring court approval to release. The record asks you to watch whether the NCLT schemes unlock the cash, whether the debt refinancing lands, and whether the board of the key SPV ever reaches compliance.