Capital Infra Trust has executed Share Purchase Agreements (SPAs) to fully acquire 100% shareholding in six highway special purpose vehicles (SPVs). The agreements were signed on October 12, 2026.

Acquisition agreements across six highway SPVs

The transactions involve the acquisition of shares held by Gawar Construction Limited and its nominee shareholders. The seller is also the Sponsor of the Trust. The Investment Manager of the Trust is Gawar Investment Manager Private Limited, while Axis Trustee Services Limited acts as the Trustee.

The six SPVs covered under the agreements are listed below:

The move involves full acquisition of each of these highway SPVs, consolidating ownership across all six projects under Capital Infra Trust. In addition to the primary SPAs, the Trust has executed ancillary agreements in connection with the proposed acquisition.

Regulatory compliance and timeline

This development follows the Postal Ballot Outcome dated September 9, 2026. The execution of these agreements is pursuant to Regulation 23 of the SEBI (Infrastructure Investment Trusts) Regulations, 2014. The information has been intimated to both the National Stock Exchange of India Limited and BSE Limited.

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.