Capital InfraTrust has successfully completed a major portfolio expansion with the acquisition of three highway infrastructure companies on December 23, 2025. The trust announced the completion of all closing steps for acquiring 100% equity shareholding in Hasanpur Bakhtiyarpur Highway Private Limited, JRR Highways Private Limited, and Korba Highway Private Limited.

Acquisition Details

The transaction was executed through respective Share Purchase Agreements (SPAs) for each of the three companies. This acquisition represents a complete takeover of the highway assets, with Capital InfraTrust acquiring full ownership stakes in all three entities.

Companies Acquired

The acquisition portfolio consists of three specialized highway infrastructure companies:

• Hasanpur Bakhtiyarpur Highway Private Limited
• JRR Highways Private Limited
• Korba Highway Private Limited

Each company operates in the highway infrastructure sector, aligning with Capital InfraTrust's focus on infrastructure investments.

Regulatory Compliance

The transaction was conducted in compliance with Regulation 23 of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014. The trust also adhered to applicable provisions of Master Circular No. SEBI/HO/DDHS-PoD2/P/CIR/2025/102 dated July 11, 2025, issued by SEBI.

This completion follows the trust's earlier intimation dated December 16, 2025, which announced the execution of the Share Purchase Agreements. The trust has now fulfilled all closing requirements under the respective SPAs.

Corporate Structure

Capital InfraTrust operates through its Investment Manager, Gawar Investment Manager Private Limited. The trust maintains its registration under SEBI with registration number IN/InvIT/23-24/0029 and is supported by Axis Trustee Services Limited as the trustee to the InvIT.

The successful completion of this acquisition strengthens Capital InfraTrust's position in the highway infrastructure sector and expands its asset portfolio with three fully-owned highway companies.

Capital Infra Trust has filed its unitholding pattern report with the National Stock Exchange and BSE Limited following the successful completion of its Qualified Institutional Placement (QIP) that raised ₹1,250 crores. The InvIT submitted the regulatory filing on December 29, detailing the changes in unitholding structure after allocating 17,28,90,733 units at ₹72.30 per unit.

QIP Completion and Unit Allocation

The InvIT Committee of Gawar Investment Manager Private Limited had approved the closure of the QIP issue and unit allocation during its meeting held on December 19. The allocation was conducted in accordance with SEBI InvIT Regulations and resulted in significant changes to the trust's unitholding pattern.

Major Institutional Allottees

Several prominent institutional investors participated in the QIP, with multiple entities receiving significant allocations. The major allottees who received more than 5% of the units issued include leading mutual funds and financial institutions.

Unitholding Pattern Changes

The regulatory filing reveals significant changes in the unitholding structure post-QIP. The sponsor group's holding percentage decreased from 49.98% to 32.40% due to the dilution effect of new unit issuance, while public holding increased correspondingly.

Institutional Holdings Enhancement

The QIP significantly enhanced institutional participation, with mutual funds increasing their holdings from 7.86% to 17.39% of total outstanding units. Financial institutions and banks also saw their stake rise from 2.35% to 4.62%, while insurance companies' holdings increased from 9.26% to 10.42%.

Regulatory Framework and Communication

Capital Infra Trust, formerly known as National Infrastructure Trust, operates through its Investment Manager, Gawar Investment Manager Private Limited. The trust maintains its corporate governance structure with Axis Trustee Services Limited serving as the trustee and IDBI Trusteeship Services Limited as the debt security trustee. KFin Technologies Limited serves as the Registrar and Transfer Agent for the InvIT.