Capital Infra Trust has submitted its quarterly Statement of deviation/variation for the quarter ended December 31, 2025, in compliance with SEBI InvIT Regulations 2014. The infrastructure investment trust reported no deviations in the utilization of funds raised through two separate fundraising initiatives totaling ₹15,950.06 million.

Fund Raising Activities Overview

The trust conducted two major fundraising exercises during the reporting period. The first was a Qualified Institutional Placement (QIP) completed on December 19, 2025, raising ₹12,500.00 million. The second was a preferential issue completed on November 13, 2025, raising ₹3,450.06 million.

QIP Proceeds Utilization

The QIP proceeds were allocated across three primary objectives. The trust successfully utilized ₹5,877.92 million of the total ₹12,500.00 million raised, with significant portions deployed for strategic acquisitions and debt repayment.

The ROFO assets acquired include Hasanpur Bakhtiyarpur Highway Private Limited, JRR Highways Private Limited, and Korba Highway Private Limited. As of December 31, 2025, ₹6,622.08 million remains unutilized, specifically earmarked for providing shareholder loans to target SPVs for repayment of outstanding senior debt from external lenders.

Preferential Issue Deployment

The preferential issue proceeds were fully deployed according to the stated objectives. The entire amount of ₹3,450.06 million was utilized for partial prepayment of existing Non-Convertible Debentures (NCDs) across both series.

Regulatory Compliance and Audit Certification

Independent auditors AASM & Co. provided certification for both fundraising activities. The auditors confirmed that the QIP issue proceeds were applied in accordance with the objects stated in the Placement Document, with no deviations identified. Similarly, the preferential issue proceeds were verified to have been utilized as per the objects stated in the Unitholder's Notice.

The trust operates through its Investment Manager, Gawar Investment Manager Private Limited, with Axis Trustee Services Limited serving as the trustee. The statements were signed by key officials including Company Secretary Shubham Jain and Chief Financial Officer Amit Kumar, ensuring proper corporate governance and regulatory compliance.

Capital Infra Trust has received a rating reaffirmation from CRISIL Ratings Limited, maintaining its strong credit profile in the infrastructure investment trust sector. The rating agency reaffirmed the 'CRISIL AAA/Stable' rating on the trust's non-convertible debentures and corporate credit rating on February 03, 2026, as communicated to stock exchanges under Regulation 23 of SEBI InvIT Regulations.

Rating Reaffirmation and Regulatory Compliance

Capital Infra Trust formally notified the National Stock Exchange of India Limited and BSE Limited on February 04, 2026, regarding the credit rating reaffirmation. The communication was made pursuant to Regulation 23 of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014.

CRISIL has withdrawn its rating on NCDs aggregating ₹480.63 crore following confirmation of partial redemption from the debenture trustee. The outstanding external debt at trust level stands at ₹1919.37 crore, while combined debt at acquired SPVs totals ₹1641.45 crore.

Expanded Portfolio and Strategic Acquisitions

Capital Infra Trust completed the acquisition of 100% shareholding in three hybrid annuity model special purpose vehicles owned by sponsor Gawar Construction Ltd in December 2025. This expansion brings the InvIT's total portfolio to 12 HAM assets, all operational with track records of receiving at least two annuities from the National Highways Authority of India.

The portfolio comprises geographically diversified assets spanning nine states, with balance concession periods ranging from 10 to 13.5 years. Key portfolio highlights include:

Financial Management and Debt Optimization

The acquisition was strategically funded through multiple financing sources including a Qualified Institutional Placement of ₹1,250 crore, debt financing of approximately ₹1,150 crore, and a preferential issue of ₹345 crore to sponsor GCL in November 2025.

The trust utilized proceeds from the preferential issue, combined with internal accruals of ₹75 crore, to prepay external NCD debt of ₹420 crore. This strategic debt management reduced leverage to 45.6% as of November 14, 2025, from 55.0% in June 2025.

Strong Operational Foundation and Risk Management

The InvIT operates with robust structural protections including three-month debt service reserve account maintenance and cash trap provisions if DSCR falls below 1.15 times. The debt structure includes put and call options providing additional liquidity management flexibility.

Operational strengths include average payment delays of less than one month from NHAI, with seven out of nine projects receiving payments without material deductions. The trust benefits from fixed-price Project Management Agreement with GCL for the entire concession period, providing cost certainty and cash flow stability.

Rating Rationale and Future Outlook

CRISIL's rating reflects the healthy operational track record of assets with geographic diversification, strong counterparty in NHAI, and superior liquidity position supported by steady annuity receipts. The rating agency maintains a stable outlook, expecting continued benefit from steady and timely receipt of annuities backed by strong counterparty relationships.

The trust's rating strengths include fixed-price long-term maintenance agreements with experienced sponsor GCL and comfortable debt protection metrics following recent financial restructuring. However, the rating also considers susceptibility to volatility in operational costs and interest rates, along with potential refinancing risks from put and call option provisions.