Capital Infra Trust has announced its board's approval for additional borrowings of Rs 667.36 crores from Union Bank of India, specifically designated for the redemption of Non-Convertible Debentures Series II (NCD II). The decision represents a significant financial restructuring move by the infrastructure investment trust.

Board Approval and Regulatory Compliance

The Board of Directors of Gawar Investment Manager Private Limited, serving as the Investment Manager to Capital Infra Trust, approved the additional borrowings through a circular resolution passed on January 30, 2026. The approval was granted in compliance with Regulation 23(6)(b) of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, and other applicable SEBI InvIT Regulations.

The Trust has formally notified both the National Stock Exchange of India Limited and BSE Limited about this development, maintaining transparency with regulatory authorities and stakeholders.

Financial Structure and Borrowing Details

The proposed borrowing arrangement forms part of a comprehensive financial strategy by the Trust:

The Rs 667.36 crores borrowing, combined with the previously approved term loan of Rs 482.64 crores for refinancing ROFO Assets (approved on January 28, 2026), aggregates to the total sanctioned amount of Rs 1,150 crores from Union Bank of India.

Purpose and Utilization

The Trust has specified that the proposed borrowings will be utilized solely for refinancing existing borrowings. The primary objective is the redemption of Non-Convertible Debentures Series II, which forms part of the Trust's debt restructuring strategy.

The borrowing is subject to receipt of requisite approvals, if required, indicating that certain regulatory or internal approvals may still be pending for the complete execution of this financial arrangement.

Previous Communications

This announcement follows previous intimations dated October 08, 2025, and January 29, 2026, suggesting an ongoing process of financial restructuring and stakeholder communication by the Trust. The systematic approach to regulatory compliance demonstrates the Trust's commitment to maintaining transparency in its financial operations.

Regulatory Framework

The borrowing approval operates under the framework of SEBI InvIT Regulations, specifically Regulation 23(6)(b), read with Master Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025. The Trust also complies with the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, ensuring adherence to all applicable regulatory requirements.

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.