Capital Infra Trust has completed the allotment of 1,66,11,200 units at a price of ₹75.25 per unit on a preferential basis to its sponsor, Gawar Construction Limited. The transaction, approved by the InvIT Committee on September 24, 2026, raises approximately ₹125 crore.

This capital infusion directly supports the trust's earlier board decision to utilize proceeds for shareholder loans aimed at debt repayment. The move follows unitholder approval via postal ballot on September 9, 2026, and subsequent circular resolutions by the Investment Manager, Gawar Investment Manager Private Limited, on September 18, 2026.

Allotment Details

The InvIT Committee authorized the allotment of units to the Sponsor category entity, Gawar Construction Limited. The allotted units rank pari passu with existing units of the Trust and are subject to applicable lock-in requirements under the InvIT Regulations.

Utilization of Proceeds

The board had previously allocated the entire approved amount toward repaying external and sponsor debts held by target special purpose vehicles (SPVs). No funds were designated for asset acquisition or general corporate purposes.

The shareholder loans will enable target SPVs to repay or prepay outstanding senior debt from external lenders and cover unsecured loans availed from the sponsor. This structure ensures that the capital raised addresses existing leverage rather than funding new acquisitions.

Project Management Agreement Amendment

Concurrently, the board approved an amendment to Clause 10.2 of the Project Management Agreement. The change restricts the Project Manager’s right to terminate the agreement after the expiry of the initial five-year validity period. Termination is now permitted only in cases of specified events and requires prior written notice.

This amendment provides greater stability to the project management framework by limiting arbitrary termination rights post-initial term. The disclosures were made pursuant to Regulation 23 of the SEBI (Infrastructure Investment Trusts) Regulations, 2014.

Capital Infra Trust unitholders have approved the acquisition of six highway special purpose vehicles and a preferential allotment to sponsor Gawar Construction Limited. The postal ballot results, declared on September 9, 2026, show overwhelming support for the expansion plan.

The trust sought approval for four key resolutions under SEBI InvIT Regulations. The first resolution, requiring a simple majority, authorized the acquisition of 100% equity in six target SPVs: Gawar Bhiwani Highway Private Limited, Gawar Kangra Highways Private Limited, Gawar Pathankot Mandi Highway Private Limited, Gawar Udaipur Highway Private Limited, Gawar Waranga Highways Private Limited, and Gawar Rudrapur Highway Private Limited.

Voting Breakdown by Resolution

The voting process was conducted via remote e-voting through KFin Technologies Limited. The cut-off date for entitlement was August 14, 2026. Related party votes were excluded for resolutions involving connected transactions.

Key Observations on Shareholder Support

Public institutions demonstrated near-unanimous support across all resolutions. For the acquisition resolution, public institutions voted 100% in favour, casting 18,73,21,627 votes. Public non-institutions also showed strong backing, with 99.99% support for the acquisition.

The sponsor group, holding 15,94,34,890 units, abstained from voting on the acquisition, fund raising, and preferential allotment resolutions due to related-party regulations. However, the sponsor participated in the borrowing authority vote, contributing to the 78.32% approval by value required for that special resolution.

What the Numbers Show

The divergence in voting patterns highlights the structural separation between operational approvals and capital structure decisions. While the sponsor group abstained from the asset acquisition and preferential allotment votes to maintain regulatory compliance, their participation in the borrowing authority vote was critical. The borrowing resolution required a special majority based on total outstanding units (75%), whereas the other special resolutions required a majority of votes cast (60%). This distinction allowed the sponsor’s substantial stake to influence the leverage capacity without compromising the independence of the asset acquisition approval.

Preferential Allotment Details

The fourth resolution approved the issuance of units on a preferential basis to Gawar Construction Limited for an aggregate consideration of up to ₹1,24,99,92,800. This move strengthens the sponsor’s stake while providing fresh capital for the trust’s growth initiatives.

The scrutinizer report was submitted by Vaibhav Dandawate of Makarand M. Joshi & Co. The results were declared on September 9, 2026, marking the end of the voting period.