Capital Infra Trust disclosed its unitholding pattern for the quarter ended September 30, 2026, confirming the sponsor group's stake at 34.64% and public holding at 65.36%.

The filing, submitted to stock exchanges on October 9, 2026, aligns with the post-allotment structure following the preferential issue of 1,66,11,200 units to Gawar Construction Limited in October 2026. The total outstanding units stand at 50,81,62,933.

Quarterly Unitholding Breakdown

The Registrar & Transfer Agent report details the distribution of units among institutional and non-institutional investors. Institutional investors hold 39.85% of the total outstanding units, while non-institutional investors account for 25.51% of the public holding segment.

Within the institutional segment, Mutual Funds are the largest holders with 8,45,87,422 units (16.65%), followed by Insurance Companies at 5,56,86,523 units (10.96%). Foreign Portfolio Investors hold a minor share of 25,55,179 units (0.50%).

Context on Preferential Allotment

The current unitholding pattern reflects the completion of a preferential allotment to Gawar Construction Limited, the sponsor. This transaction involved the issuance of 1,66,11,200 units at ₹75.25 per unit, raising approximately ₹125 crore.

Prior to this allotment, the sponsor held 15,94,34,890 units, representing 32.44% of the total. The allotment increased the sponsor's holding to 17,60,46,090 units. The total outstanding units rose from 49,15,51,733 to 50,81,62,933 as a result.

The proceeds were designated entirely for repaying external and sponsor debts held by target special purpose vehicles (SPVs). No funds were allocated for asset acquisition or general corporate purposes.

Regulatory Filings and Amendments

The unitholding disclosure was filed pursuant to Regulation 23 of the SEBI (Infrastructure Investment Trusts) Regulations, 2014. Earlier in October 2026, the Trust had also revised its initial unitholding pattern submission dated October 1, 2026, to correct an inadvertent omission of detailed ownership structures.

Concurrently, the board approved an amendment to Clause 10.2 of the Project Management Agreement. This change restricts the Project Manager’s right to terminate the agreement after the initial five-year term, permitting termination only upon specified events with prior written notice.

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.