Capital Infra Trust
MainboardBSE₹1,578 Cr issue
0.00%
Listing gain over issue price
Issue size
₹1,578 Cr
1 lot at cut-off
₹14,850
Lot size
150shares
Open
07 Jan 2025
Close
09 Jan 2025
Allotment
14 Jan 2025
Listing
17 Jan 2025
Listing performance
Issue price
₹99
Listed at
₹99
Listing-day close
₹99.02
Latest price
₹76.93
Close on 23 Oct 2026
Listing gain
0.00%
Return since issue
-22.25%
Scheduled dates
Tentative timetable — a past date is not confirmation the step completed
Issue details
- IPO date
- 07 Jan 2025 – 09 Jan 2025
- Listing date
- 17 Jan 2025
- Face value
- ₹99 per share
- Issue price
- ₹99 per share
- Lot size
- 150 shares
- Listing at
- BSE
- Total issue size
- ₹1,578 Cr
- Market cap at offer price
- ₹2,726 Cr
- ISIN
- INE0Z8Z23013
- Registrar
- Kfin Technologies Ltd.
- Lead managers
- SBI Capital Markets Ltd.
- Registered office
- Unit No. 1401-1403, 14th Floor,, Tower B, SAS Tower,, Medicity, Sector-38, Haryana
Reservation and application size
How the issue is split between investor categories, and what each may bid
| Investor category | Shares | % of net | % of total |
|---|---|---|---|
| Anchor investor · within QIB | 7,10,10,000 | — | — |
| Market maker | 0 | — | — |
Application size
Minimum 150 shares per lot, in multiples, at ₹99
| Application | Lots | Shares | Amount |
|---|---|---|---|
| Retail (min) | 1 | 150 | ₹14,850 |
| Retail (max) | 13 | 1,950 | ₹1,93,050 |
| S-HNI (min) | 14 | 2,100 | ₹2,07,900 |
| S-HNI (max) | 67 | 10,050 | ₹9,94,950 |
| B-HNI (min) | 68 | 10,200 | ₹10,09,800 |
Category limits
| Category | Bid size | Cut-off |
|---|---|---|
| Retail (RII) | Up to ₹2 lakh | Yes |
| Small HNI (sNII) | ₹2 lakh – ₹10 lakh | No |
| Big HNI (bNII) | Above ₹10 lakh | No |
| Employee | Up to ₹5 lakh | Yes |
Bidding at cut-off means accepting the final issue price without naming one. Only retail and employee applicants may do so.
Anchor investors
Institutional allocation placed a day before the issue opens, carved out of the QIB portion and locked in after listing.
Shares allocated
7,10,10,000
Anchor portion
₹703 Cr
at ₹99 per share
Valuation and performance
Valuation at offer price
₹99 per share
| Metric | Pre-issue | Post-issue |
|---|---|---|
| Market cap | — | ₹2,726 Cr |
About Capital Infra Trust
Capital Infra Trust (erstwhile National Infrastructure Trust) is an irrevocable trust registered with SEBI as an Infrastructure Investment Trust on March 7, 2024. The Trust is establishing a portfolio of nine road infrastructure assets operating under Design-Build-Operate-Transfer (DBOT) and Hybrid Annuity Mode (HAM) concessions granted by the NHAI. These assets span approximately 470 km of highways across multiple states including Haryana, Rajasthan, Bihar, Himachal Pradesh, Madhya Pradesh, Karnataka, and Uttarakhand. The Trust generates revenue primarily through fixed annuity payments from NHAI, paid bi-annually, along with interest on such annuities as prescribed under the respective concession agreements. The Project SPVs that hold these assets have been operating these highways and are being acquired by the Trust prior to its public offering.
Company Analysis
from RHPCapital Infra Trust is an infrastructure investment trust that owns and operates nine toll road assets across India under hybrid annuity concessions from the National Highways Authority of India (NHAI), generating fixed annuity income.
Capital Infra Trust (erstwhile National Infrastructure Trust) is an irrevocable trust registered with SEBI as an Infrastructure Investment Trust on March 7, 2024. The Trust is establishing a portfolio of nine road infrastructure assets operating under Design-Build-Operate-Transfer (DBOT) and Hybrid Annuity Mode (HAM) concessions granted by the NHAI. These assets span approximately 470 km of highways across multiple states including Haryana, Rajasthan, Bihar, Himachal Pradesh, Madhya Pradesh, Karnataka, and Uttarakhand. The Trust generates revenue primarily through fixed annuity payments from NHAI, paid bi-annually, along with interest on such annuities as prescribed under the respective concession agreements. The Project SPVs that hold these assets have been operating these highways and are being acquired by the Trust prior to its public offering.
InfrastructureRoad and Highway OperationsToll Road Management
Objects of the Issue
- Fresh issue by the Trust for acquisition of Project SPVs and use of proceeds including funding capex, debt repayment and other corporate purposes ₹ 10,770.00 million p.1
- Offer for Sale by Sponsor Selling Unitholder ₹ 5,010.00 million p.1
- Providing loans to the Project SPVs for repayment/pre-payment of external borrowings, in part or in full, from financial lenders (including any accrued interest and prepayment penalty) [●] million (to be determined) p.83
- Providing loans to the Project SPVs for repayment of unsecured loans availed by the Project SPVs from the Sponsor [●] million (to be determined) p.85
- Refinancing of existing debt/debentures availed by Project SPVs p.329
- Capital expenditure and major maintenance requirements of the Project SPVs p.332
- Financing of entities to be acquired by the Issuer p.332
- Repayment of borrowings
- Funding capex for the new plant
- General corporate purposes p.87
- Acquisition of equity interests in the Project SPVs p.385
- Repayment and pre-payment of outstanding loans from banks (including accrued interest and prepayment penalty) p.385
- Repayment of unsecured loans from the Sponsor p.385
- Issue related expenses p.385
Issue Structure
- Total Issue
- ₹ 15,780.00 million
- Fresh Issue
- ₹ 10,770.00 million
- Offer for Sale
- ₹ 5,010.00 million
- Price Band
- ₹ [●] per Unit (Floor Price) to ₹ [●] per Unit (Cap Price)
- Lot Size
- ₹ [●]
Business Model
The Trust earns revenue from fixed bi-annual annuity payments received from NHAI in relation to the operation and maintenance of toll road assets under hybrid annuity mode concessions. Revenue is generated from nine road projects operating on a DBOT/HAM basis, with the Trust receiving annuity income at prescribed rates including interest as defined in the respective concession agreements with NHAI.
Business Segments
Road from km 287.52 of NH 209 to km 461.55 of NH 209 via BRT Tiger Reserve Boundary to Bangalore section under National Highways Development Project Phase-IV for the stretch of 164.34 km by two/four laning on a HAM basis
Road from km 0.00 of NH 148 to km 19.733 of NH 148, the road from km 19.733 of NH 148 to km 26.90 of NH 148 and the road from km 0.00 of NH 148 to km 14.52 via Dewas Ujjain Section for the stretch of 41.42 km in Madhya Pradesh by four laning on a HAM basis
Road from km 0.00 of NH 911 to km 30.812 of NH 911 via Khajuwala-Poogal Section and the road from km 1.430 of NH 911 to km 182.725 of NH 911 via Poogal Dantour Jaggasar Gokul Goddu Ranjeetpura Charanwala Naukh Bap section under Bharatmala Pariyojana for the stretch of 212.107 km in Rajasthan by two laning on a HAM basis
Road from km 12.750 of NH 21 to km 26.500 of NH 21, km 126.500 to km 158.500 including ACC link road from km 0.00 of NH 21 to km 2.003 of NH 21 via Kiratpur to Nerchowk Section under Greenfield Alignment for the stretch of 47.753 km in Himachal Pradesh by four laning on a HAM basis
Road from km 39.400 of NH-148B to km 8.500 of NH-148B at Paniyala Mor and the road from km 68.000 of NH-11 to km 79.800 of NH-11 at Nizampur Link Road in Haryana by 4/6 laning on a HAM basis
Road from km 42.791 of NH 87 (New NH 9, 109) to km 88.00 of NH 87 (New NH 9, 109) via Rampur Kathgodam Section under NHDP Phase-III for the stretch of 49.78 km in Uttarakhand by four laning on a HAM basis
Road from km 44.80 of NH-334B to km 80.250 of NH-334B via Rohna/Hassangarh to Jhajjar section for the stretch of 35.45 km in Haryana by four laning on a HAM basis
Road from km 0.00 of NH-334B to km 44.80 of NH-334B via Uttar Pradesh/Haryana border to Rohna section for the stretch of 40.500 km in Haryana by four laning on a HAM basis
Road from km 54.405 of NH 31 (New NH 20) to km 101.630 of NH 31 (New NH 20) via Rajauli-Bakhtiyarpur Section for the stretch of 47.225 km in Bihar by four laning on a HAM basis
Four-laning of NH-334B (35.450 km) in Haryana on HAM basis, redesigning, rehabilitation, upgradation and development of Rohna/Hassangarh to Jhajjar section
Two-laning of 212.107 km road stretch in Rajasthan under Bharatmala Pariyojana on HAM basis
Four/six-laning of 45.3 km road including bypass and link road in Haryana on HAM basis
Four-laning of 40.220 km NH-334B in Haryana on HAM basis, redesigning and rehabilitation
Four-laning of 47.225 km NH 20-31 in Bihar on HAM basis for Rajauli-Bakhtiyarpur section
Four-laning of 47.753 km NH 21 in Himachal Pradesh on HAM basis including balance work and ACC link road
Four-laning of 41.42 km road in Madhya Pradesh on HAM basis via Dewas Ujjain section
Two/four-laning of 164.34 km NH 209 in Karnataka on HAM basis via BRT Tiger Reserve Boundary to Bangalore section
Four-laning of 49.78 km NH 87 (New NH 09, 109) in Uttarakhand on HAM basis via Rampur Kathgodam section
Design, build, operate and transfer (DBOT) of four-laning of the road from km 44.80 to km 80.250 of NH-334B in Haryana
DBOT of upgradation of roads under Bharatmala Pariyojana in Rajasthan totaling 212.107 km
DBOT of 4/6 laning of Narnaul Bypass and link roads in Haryana
DBOT of four-laning of the road from km 0.00 to km 44.80 of NH-334B in Haryana
DBOT of four-laning of the road from km 54.405 of NH 20 to km 101.630 of NH 31 in Bihar
DBOT of four-laning of the road from km 12.750 to km 26.500 and km 126.500 to km 158.500 of NH 21 in Himachal Pradesh
DBOT of four-laning of the road from km 0.00 to km 19.733 and Ujjain Bypass and Dewas Bypass in Madhya Pradesh
DBOT of two/four-laning of the road from km 287.52 to km 461.55 of NH 209 in Karnataka under harmonious substitution
DBOT of four-laning of the road from km 42.791 to km 88 of NH 87 in Uttarakhand under harmonious substitution
Construction and operation of roads and bridges for annuity collection
Construction and operation of roads and bridges for annuity collection
Construction and operation of roads and bridges for annuity collection
Construction and operation of roads and bridges for annuity collection
Construction and operation of roads and bridges for annuity collection
Construction and operation of roads and bridges for annuity collection
Construction and operation of roads and bridges for annuity collection
Construction and operation of roads and bridges for annuity collection
Construction and operation of roads and bridges for annuity collection
Develops and operates highway infrastructure under 15-year HAM concession agreement with NHAI, appointed date 18 December 2018, construction completion 10 July 2020
Develops and operates highway infrastructure under 15-year HAM concession agreement with NHAI, appointed date 06 July 2021, construction completion 05 July 2023
Develops and operates highway infrastructure under 15-year HAM concession agreement with NHAI, appointed date 19 September 2019, construction completion 09 January 2021
Develops and operates highway infrastructure under 15-year HAM concession agreement with NHAI, appointed date 22 May 2019, construction completion 20 January 2021
Develops and operates highway infrastructure under 15-year HAM concession agreement with NHAI, appointed date 12 August 2021, construction completion 07 June 2023
Develops and operates highway infrastructure under 15-year HAM concession agreement with NHAI, appointed date 28 April 2021, construction completion 27 April 2023
Develops and operates highway infrastructure under 15-year HAM concession agreement with NHAI, appointed date 22 January 2020, construction completion 29 January 2022
Develops and operates highway infrastructure under 15-year HAM concession agreement with NHAI, appointed date 21 August 2017, construction completion 31 December 2020
Develops and operates highway infrastructure under 15-year HAM concession agreement with NHAI, appointed date 28 October 2017, construction completion 27 October 2019
Four laning redesign, rehabilitation, upgradation and development of road from km 44.80 to km 80.250 of NH-334B in Haryana
Two laning upgradation of roads in Rajasthan under Bharatmala Pariyojana
Four and six laning development of roads in Haryana
Four laning redesign, rehabilitation and upgradation of road in Haryana
Four laning development of road in Bihar
Four laning development of balance work for road in Himachal Pradesh
Four laning development of road in Madhya Pradesh
Two and four laning development of road in Karnataka through harmonious substitution
Four laning development of road in Uttarakhand through harmonious substitution
Operates four-lane highway - Rohna/Hassangarh to Jhajjar section (NH-334B) in Haryana under Hybrid Annuity Mode
Operates two-lane to four-lane highway - Khajuwala-Poogal section and associated routes in Rajasthan under Hybrid Annuity Mode, Bharatmala Pariyojana
Operates four-lane to six-lane highway - Narnaul Bypass to Paniyala Mor and associated links (NH-148B, NH-11) in Haryana under Hybrid Annuity Mode, Bharatmala Pariyojana
Operates four-lane highway - Kiratpur to Nerchowk section (NH-21) in Himachal Pradesh under Hybrid Annuity Mode with greenfield alignment
Operates four-lane highway - Rajauli-Bakhtiyarpur section (NH-31/NH-20) in Bihar under Hybrid Annuity Mode
Operates four-lane highway - Uttar Pradesh/Haryana border to Rohna section (NH-334B) in Haryana under Hybrid Annuity Mode
Operates four-lane highway - Rampur-Kathgodam section (NH-87/NH-9/NH-109) in Uttarakhand under Hybrid Annuity Mode, NHDP Phase-III
Operates two-lane to four-lane highway - BRT Tiger Reserve Boundary to Bangalore section (NH-209) in Karnataka under Hybrid Annuity Mode, NHDP Phase-IV
Operates four-lane highway - Dewas Ujjain section (NH-148 NG) and Ujjain Bypass and Dewas Bypass in Madhya Pradesh under Hybrid Annuity Mode
Operation and maintenance of 45.3 km NH-148B four-lane highway with toll collection connecting Paniyala Mor to Narnaul in Haryana and Rajasthan
Operation and maintenance of 212.107 km NH-911 two-lane to four-lane highway under Bharatmala connecting Khajuwala to Bap in Rajasthan, serving army vehicle movement and remote villages
Operation and maintenance of 47.225 km NH-20 four-lane highway with dual toll plazas connecting Hardiya to Hasanpur in Bihar
Operation and maintenance of 35.45 km NH-334B four-lane highway with toll plaza and bypass infrastructure in Haryana
Operation and maintenance of 47.753 km NH-21 four-lane highway with intelligent traffic management system, five tunnels, and toll collection in Punjab and Himachal Pradesh
Operation and maintenance of 40.5 km NH-334B highway with four bypass structures and grade-separated intersections in Haryana
Operation and maintenance of 41.42 km NH-148 four-lane highway with bypasses and toll plaza in Madhya Pradesh
Operation and maintenance of 164.34 km NH-209 highway with three toll plazas connecting BRT Tiger Reserve Boundary to Bangalore in Karnataka, with ongoing completion work
Operation and maintenance of 49.78 km NH-87 four-lane highway with Haldwani bypass and rigid pavement in Uttarakhand, with ongoing completion work
Upgradation to 2 lanes with paved shoulder of Khajuwala-Poogal section (Design Chainage 0.000 to Chainage 30.812) of NH-911
Upgradation to 4 lane of Poogal – Dantour – Jaggasar – Gokul – Goddu – Ranjeetpura – Charanwala – Naukh – Bap section (Design Chainage 1.430 to Chainage 182.725) of NH-911
SWOT Analysis
Strengths
- • Established portfolio of 9 operational HAM assets across multiple states(p.26)
- • Stable, predictable revenue from fixed annuity payments by NHAI(p.26)
- • Investment-grade credit rating assigned by CRISIL(p.22)
- • Sponsor has significant development pipeline for future acquisitions(p.27)
- • Sizeable portfolio of stable, revenue-generating assets with no construction risk and long-term cash flows(p.80)
- • Geographically diversified road asset portfolio across seven states(p.80)
- • Sponsor has established track record of efficient project management with over 100 road construction projects completed since 2008(p.67)
- • Natural hedge against adverse interest rate movements through NHAI hybrid annuity projects(p.71)
- • Initial Portfolio Assets have weighted average residual concession life of 11.7 years as of September 30, 2024(p.67)
- • Right of first offer to acquire additional assets from Sponsor(p.67)
- • Sizeable portfolio of completed revenue-generating assets with no construction risk(p.158)
- • Stable and predictable annuity-based revenue model with inflation-linked O&M payments(p.158)
- • Natural hedge against adverse interest rate movements through HAM structure(p.160)
- • Geographically diversified asset portfolio across seven states reducing project-specific risk(p.158)
- • Experienced Project Manager with 15+ years track record in road construction(p.152)
- • Right of first offer on Sponsor's pipeline of 17 under-construction HAM projects(p.159)
- • Long residual concession periods averaging 11.7 years providing predictable cash flows(p.153)
- • Skilled and experienced management team with 30+ years cumulative industry experience(p.160)
- • Established concession agreements with NHAI providing revenue certainty(p.240)
- • Diversified portfolio across nine highway projects in multiple states(p.240)
- • Revenue from operations of ₹14,850.91 million in FY2024 with growing asset base(p.236)
- • All nine projects are operational with COD achieved(p.240)
- • Established portfolio of operational highway projects under HAM concessions(p.274)
- • Stable long-term revenue from government authorities with low credit risk(p.274)
- • Growing financial assets under service concession arrangements(p.273)
- • Established sponsor with 15+ years infrastructure development experience(p.303)
- • Portfolio of 100+ completed road projects with proven execution track record(p.303)
- • Five of seven indigenous HAM projects completed ahead of schedule with early completion bonuses(p.303)
- • Integrated in-house business model with efficient project management and supply chain(p.303)
- • Initial portfolio of 9 completed revenue-generating highway assets across 7 states(p.303)
- • Weighted average residual concession life of 11.7 years as of September 30, 2024(p.303)
- • Large portfolio of nine operational and near-operational HAM highway projects with established concession agreements and annuity-based revenue certainty(p.467)
- • Strong Government backing through NHAI with predetermined annuity payments indexed to inflation(p.467)
- • Geographically diversified portfolio spanning nine states across India reducing concentration risk(p.415)
- • Sponsor with 15+ years of experience and over 100 completed road construction projects(p.415)
- • Clear visibility on cash flows through long-term fixed concession periods (15 years operational, 30 annuity payments)(p.425)
- • Well-maintained highway infrastructure across 212 km with predominantly good pavement condition(p.658)
- • Comprehensive toll collection system with modern ETC equipment installed at all three toll plazas(p.662)
- • Extensive road safety infrastructure including metal beam crash barriers, pedestrian guard rails and street lighting(p.656)
- • Low roughness values indicating good riding quality, with 96% of stretch having roughness below 2400 mm/km(p.661)
- • Modern toll collection infrastructure with ETC system operational across multiple lanes(p.904)
- • Comprehensive Advanced Traffic Management System (ATMS) with surveillance and incident detection capabilities(p.919)
- • Majority of pavement in good condition with 95% of LHS and 90% of RHS in good condition(p.947)
- • Well-maintained drainage infrastructure and road furniture across the project stretch(p.898)
- • Structures found in sound and satisfactory condition overall(p.928)
- • Adequate safety barriers and crash prevention infrastructure(p.900)
- • Hybrid Annuity Model provides 40% upfront funding from NHAI, reducing developer financial risk(p.998)
- • Authority bears land acquisition and rehabilitation costs, accelerating project execution(p.1004)
- • InvIT structure attracts patient capital suited for long-term infrastructure cash flows(p.997)
- • Pavement in excellent condition with 100% of main carriageway in good state(p.1012)
- • Toll collection responsibility held by NHAI, eliminating revenue collection risk for concessionaire(p.999)
- • Established portfolio of operational highway assets under InvIT structure(p.1142)
- • HAM model with 40% government contribution reduces concessionaire construction risk(p.1143)
- • Strong governance framework with independent engineer oversight(p.1147)
- • Project achieved commercial operation and handover of all physical assets as per contract(p.1147)
- • Sophisticated ATMS and toll collection systems operational(p.1175)
- • Concessionaire incentivized for construction completion via PCOD(p.1394)
- • Authority bears rehabilitation and resettlement costs, accelerating execution(p.1394)
- • 40% construction grant reduces Concessionaire funding burden(p.1394)
- • Pavement in good to excellent condition across most sections(p.1426)
- • 100% roughness compliance on four-lane sections(p.1430)
Weaknesses
- • Trust is newly established with no operating history(p.23)
- • Formation transactions subject to multiple conditions and approvals(p.23)
- • High dependence on single concessioning authority (NHAI)(p.26)
- • Fixed O&M costs cannot be recovered through higher annuity payments(p.28)
- • Project SPVs involved in pending legal proceedings and regulatory matters(p.31)
- • Contingent liabilities of ₹110.43 million as of September 30, 2024(p.31)
- • Dependence on limited number of Project SPVs and NHAI for revenue(p.40)
- • All Project SPVs' borrowings are at floating rates of interest, exposing to interest rate risk(p.40)
- • Project SPVs have mandatory escrow arrangements that restrict flexibility to utilize available funds(p.44)
- • Sponsor has limited experience in investment management activities for the Trust(p.45)
- • Limited recourse against Project Manager, Investment Manager and Trustee due to liability caps(p.42)
- • Trust is subordinated to creditors in event of insolvency or liquidation(p.40)
- • Exposure to two acquired assets with project execution and completion challenges(p.154)
- • Dependence on NHAI as sole offtaker for all annuity and O&M payments(p.157)
- • Concentration of all assets in single transport mode (road highways)(p.153)
- • Significant debt obligations on acquired assets due to project delays and cost escalations(p.164)
- • Exposure to balance works completion risk on acquired assets with uncertain timelines(p.173)
- • High leverage with consolidated borrowings of ₹33,552.90 million as of September 30, 2024(p.235)
- • Significant dependence on annuity payments from NHAI for revenue(p.240)
- • Finance costs of ₹1,556.58 million for six months ended September 30, 2024(p.236)
- • Concentration of assets with nine SPVs dependent on single counterparty (NHAI)(p.240)
- • High leverage with rising debt obligations(p.254)
- • Significant dependence on single sponsor (Gawar Construction Limited)(p.253)
- • Substantial portion of net assets concentrated in illiquid investments(p.248)
- • Variable interest rate exposure on majority of borrowings(p.275)
- • Pending tax demands and GST clarifications from authorities(p.271)
- • High financial leverage with debt-to-equity ratio of 2.72 as of September 30, 2024(p.302)
- • Majority of indebtedness subject to variable interest rates exposing to rate volatility(p.321)
- • High dependence on NHAI as primary revenue source with concentration risk(p.322)
- • Limited ability to pass through cost increases due to fixed annuity agreements(p.308)
- • Capital-intensive business model requiring substantial debt financing(p.308)
- • Multiple pending litigation cases involving the Sponsor across various jurisdictions(p.339)
- • Sponsor faces arbitration disputes with significant pending financial claims(p.340)
- • Significant indirect tax disputes pending against Sponsor(p.348)
- • Environmental and regulatory violations alleged in multiple project locations(p.341)
- • High leverage permitted under InvIT regulations constrained by debt service requirements(p.337)
- • Multiple expired regulatory approvals requiring renewal(p.352)
- • Three projects (HHHPL, GBHPL, GNHPL II) not yet at full COD, with GBHPL and GNHPL II having only partial project completion (99.16% and 94.56% respectively) creating construction and completion risk(p.467)
- • Concentration in a single sponsor and EPC contractor (Gawar Construction Limited) for all SPVs creating operational and execution dependency(p.425)
- • Material pending litigation matters across SPVs with tax disputes and contingent liabilities creating legal and financial risk(p.471)
- • GBHPL and GNHPL II have experienced significant historical delays due to land acquisition and force majeure events affecting project completion timelines(p.445)
- • Regulatory approval uncertainties for two SPVs delay cash flow achievement(p.473)
- • Higher cost of debt assigned to two SPVs due to regulatory risks(p.473)
- • Structural defects requiring maintenance including honeycombing, drainage issues, and expansion joint failures(p.573)
- • Missing or defective drainage infrastructure on structures creating water spillage hazards(p.568)
- • Pavement distress on RHS with 46% fair condition and 3% distress sections(p.588)
- • Ongoing GST and Income Tax disputes across multiple SPVs(p.507)
- • Material litigation including arbitration awards pending enforcement(p.509)
- • Uneven asset distribution with GKNHPL representing 26% of total EV (largest single SPV exposure)(p.475)
- • High fatality rate in accidents with 70% of total accidents being fatal(p.692)
- • Multiple safety defects including improperly terminated crash barriers creating vehicle launch risk(p.617)
- • Damaged wire rope barriers requiring priority rectification at multiple locations(p.618)
- • Missing drainage provisions in several structures affecting water management(p.681)
- • Service road construction incomplete with only 5.8 km provided against 6.6 km required(p.646)
- • Multiple drainage system deficiencies in bridge structures across the project(p.929)
- • Expansion joint seals damaged or missing in multiple bridge structures(p.930)
- • Honeycombing and concrete deterioration observed in multiple structures(p.933)
- • Several non-functional lighting systems in critical locations(p.977)
- • Non-functional solar blinkers in multiple locations along the project(p.978)
- • Missing Object Hazard Marking on bridge structures and underpasses(p.979)
- • Improper crash barrier connections and missing end treatments(p.975)
- • ATMS equipment not fully integrated with application software(p.925)
- • Service road construction incomplete at multiple locations due to land constraints(p.1012)
- • Multiple structures show pending maintenance with drainage defects, expansion joint failures, and cracks(p.1049)
- • Nine solar blinkers non-functional affecting road safety indicators(p.1124)
- • ATMS components including PTZ cameras and VMS require regular maintenance for proper functioning(p.1046)
- • Highway lighting on approaches to grade-separated structures not provided or non-functional at several locations(p.1124)
- • Significant structural maintenance backlog on bridges requiring major repairs(p.1200)
- • Widespread expansion joint damage across major and minor bridges(p.1200)
- • Missing or non-functional safety equipment reducing accident prevention capability(p.1259)
- • High proportion of pavement in fair or distress condition limiting service life(p.1223)
- • Concessionaire bearing full liability for maintenance defects with financial penalties(p.1152)
- • Project substantially delayed with scheduled date of completion missed(p.1391)
- • Concessionaire substitution required due to original contractor default(p.1391)
- • Significant extent of work incomplete with construction ongoing(p.1392)
- • Multiple structures incomplete with miscellaneous works pending(p.1410)
- • Concessionaire subject to damages for maintenance failures(p.1397)
Opportunities
- • Right of first offer on 17 additional HAM projects under development by sponsor(p.31)
- • Growth through acquisition of new infrastructure assets(p.26)
- • Monetization of annuity payments through InvIT structure(p.26)
- • Expand portfolio of road assets through acquisitions and ROFO Agreement with Sponsor(p.72)
- • Strong government focus and investment in infrastructure sector with National Infrastructure Pipeline of ₹111 lakh crore planned for FY20-25(p.65)
- • India has second largest road network globally with continued expansion; NH network increased by 60% from 91,287 km in 2014 to 146,145 km in 2023(p.65)
- • Active asset management to optimize long-term performance and minimize downtime through preventive and corrective measures(p.72)
- • Goal to maintain optimum capital structure to maximize distributions while retaining flexibility for future acquisitions(p.72)
- • Expand portfolio through acquisition of 17 under-construction ROFO assets worth ₹1.66 trillion(p.159)
- • Strong government focus on infrastructure with ₹2.7 trillion annual MoRTH budget(p.158)
- • Bharatmala Pariyojana creating large pipeline of road projects worth ₹5.35 trillion(p.158)
- • Acquisition opportunities from third-party road assets beyond Sponsor's portfolio(p.159)
- • India's rapid infrastructure growth with national highway network expanding 60% in last decade(p.149)
- • Opportunity to leverage experienced Sponsor relationships for smoother project execution(p.160)
- • Expansion through acquisition of future highway projects under existing ROFO agreement(p.218)
- • Distribution of minimum 90% of net distributable cash flows to unitholders(p.219)
- • Long-term stable cash flows from 15-year annuity contracts under HAM model(p.208)
- • Government's continued focus on highway development and infrastructure monetisation through NMP(p.214)
- • Expansion of HAM project portfolio through future acquisitions(p.271)
- • Access to additional debt financing capacity(p.274)
- • Potential recovery of contingent claims filed with government authorities(p.271)
- • Long-term stable annuity streams from government concessions(p.244)
- • Right of First Offer (ROFO) with sponsor to acquire additional road projects(p.303)
- • Significant government budgetary allocations for road infrastructure development(p.309)
- • Sponsor has 26 HAM projects with NHAI, of which 15 are under construction(p.303)
- • Strategic expansion through acquisitions of profitable concessions(p.308)
- • Acquisition of distressed HAM assets through substitution arrangements (demonstrated success)(p.299)
- • Expansion through acquisition of new highway projects under Permitted Acquisition framework(p.337)
- • Refinancing flexibility through permitted indebtedness for capital expenditure and maintenance(p.336)
- • Distribution to unitholders supported by toll revenue and annuity payments across multiple highway projects(p.337)
- • Significant government infrastructure investment push with National Highways Authority planning to raise Rs 40,000 crore through InvIT monetization and targeting 100 km/day construction pace(p.455)
- • Bharatmala Pariyojana creating sustained demand for highway development with 26,418 km projects and estimated completion of 15,045 km to date under Rs 5.35 lakh crore program(p.456)
- • Strong policy support including 100% FDI allowed on automatic route and standardized PPP framework attracting institutional investors to infrastructure sector(p.463)
- • Long-term growth drivers from increasing vehicle traffic, commercial movement, and government focus on infrastructure connectivity across economically important corridors(p.454)
- • Potential bonus payments upon 100% project completion for two SPVs (76 Mn and 395 Mn)(p.473)
- • Bi-annual annuity cash flow structure with predictable 15-day realization timing(p.474)
- • Strong pavement condition on LHS with 71% good condition sections(p.588)
- • Established toll collection infrastructure and ETC system already operational(p.547)
- • Significant pavement maintenance cycles planned with two major maintenance cycles estimated at Rs. 135.78 crore(p.699)
- • Ongoing operational cost management with structured maintenance schedule over 15-year concession period(p.704)
- • Strategic highway corridor serving border connectivity and remote village accessibility(p.645)
- • Potential to enhance operational efficiency through ATMS software integration(p.919)
- • Scope for revenue optimization through toll collection system enhancement(p.903)
- • Opportunity to improve safety profile through identified recommendations implementation(p.981)
- • Potential to enhance user experience through improved lighting and signage(p.981)
- • Refinancing enabled to improve capital structure post-completion(p.1007)
- • Change-in-law provisions protect concessionaire from cost pressures exceeding 2% annually(p.1007)
- • 15-year operations period with stable annuity payments provides predictable long-term cash flows(p.1002)
- • ETC toll system fully operational with modern technology enabling efficient collection(p.1024)
- • Advanced Traffic Management System with monitoring capabilities supports operational efficiency(p.1037)
- • Large capital maintenance cycles create revenue visibility for long-term investors(p.1239)
- • Automated toll collection and traffic management systems enable efficiency improvements(p.1161)
- • Expansion of InvIT model to attract long-term patient capital to highway sector(p.1142)
- • Portfolio diversification across multiple states and operational segments(p.1143)
- • Refinancing permitted to improve project economics(p.1397)
- • Change in scope cost recovery mechanism for unforeseen work additions(p.1395)
- • Inflation protection via Price Index Multiple adjustment(p.1395)
- • Long 15-year operational period with stable annuity payments(p.1394)
Threats
- • Risk of early termination of concession agreements by NHAI(p.25)
- • Termination payments may be insufficient and subject to lender appropriation(p.26)
- • Uncontrollable increase in O&M costs due to external factors(p.27)
- • Risk of penalties for maintenance non-compliance(p.28)
- • Limited concession periods with expiry risk(p.26)
- • Risk of higher stamp duty claims on concession agreements(p.38)
- • Delay or non-payment of change-in-law compensation by NHAI(p.29)
- • Rising interest rates and restrictive debt covenants limiting flexibility(p.30)
- • Regulatory restrictions on borrowing and leverage limits(p.30)
- • Foreign exchange and FDI regulation risks on unitholders(p.24)
- • Changes in government policies, regulations and relationship with NHAI could adversely affect business(p.41)
- • Indian economy slowdown or macroeconomic conditions could negatively impact road demand(p.51)
- • Regulatory framework governing infrastructure investment trusts in India is still evolving with interpretations remaining uncertain(p.43)
- • Interest rate increases may adversely affect results due to floating rate borrowings(p.40)
- • Inflation may increase operating expenses and reduce profitability despite O&M income being linked to inflation(p.52)
- • Concessions are illiquid and difficult to sell if assets underperform(p.41)
- • Changes in tax laws could adversely affect tax efficiency and distributions to unitholders(p.53)
- • Foreign exchange rate fluctuations could affect value of Units and distributions to foreign investors(p.52)
- • Regulatory risk: Changes in NHAI policies, concession terms, or force majeure clauses(p.183)
- • Traffic and revenue risk from economic slowdown affecting vehicular traffic volumes(p.158)
- • Operational risks including accidents, environmental damage, and force majeure events(p.178)
- • Termination risk from NHAI for material breach or defaults by Project SPVs(p.185)
- • Weather and natural disaster risks affecting road maintenance and operations(p.188)
- • Interest rate risk on refinancing obligations despite natural hedge in HAM structure(p.161)
- • Regulatory compliance risk for health, safety, environmental standards at project sites(p.178)
- • Government authority (NHAI) default risk in making annuity payments(p.195)
- • Force majeure events could extend construction periods and delay revenue recognition(p.193)
- • Regulatory changes in toll and fee collection policies affecting competitive viability(p.214)
- • Environmental compliance requirements and land acquisition delays(p.211)
- • Termination risk if SPVs fail to meet concession agreement obligations(p.193)
- • Interest rate fluctuations on variable rate borrowings impacting debt servicing(p.275)
- • Regulatory changes in concession terms and government policy(p.248)
- • Revenue recognition dependent on completion milestones and government approvals(p.244)
- • Concentration of projects in specific geographic regions and highway segments(p.281)
- • Potential cost escalations in construction and maintenance activities(p.244)
- • Exposure to general economic slowdown and macroeconomic volatility in India(p.309)
- • Dependence on continued government policy support for infrastructure investment(p.309)
- • Interest rate fluctuations impacting debt servicing costs(p.321)
- • Inflation and cost escalation impacting operational expenses(p.308)
- • Competition from other road operators and financial investors for future concessions(p.309)
- • Monsoon and weather-related disruptions affecting road maintenance and construction(p.309)
- • Regulatory and concessionaire approval risks for change in SPV ownership(p.338)
- • Enforcement of Material Adverse Effect events could trigger default and security enforcement(p.336)
- • Credit rating downgrade risk triggers cross-default and acceleration provisions(p.336)
- • Loss of key concession approvals or licenses could impair project cash flows(p.336)
- • Lender default rights permit forced reconstitution of Investment Manager board(p.336)
- • Changes in NHAI concession terms or highway policy could affect asset values and operations(p.364)
- • Delay in land acquisition and government approvals creating project execution risks and cost overruns common in the sector(p.461)
- • Weather-related risks and climate change events requiring unplanned operation and maintenance expenditure beyond routine costs(p.461)
- • Regulatory changes and government policy modifications affecting concession terms, tax treatment, and GST claims creating revenue uncertainty(p.388)
- • Interest rate volatility affecting cost of debt on balance annuity payments since interest is linked to RBI Bank Rate + 3%(p.469)
- • Systematic operational risks inherent to toll collection and annuity realization in infrastructure projects subject to traffic variability and force majeure events(p.461)
- • Regulatory approval delays affecting projected cash flow timelines for completion-dependent payments(p.473)
- • Sensitivity to WACC changes: ±1% WACC change results in ±4.6% swing in total EV (from 43,129 to 47,322 Mn)(p.476)
- • Expense cost sensitivity: 20% increase in O&M expenses reduces total EV by 6.8% (from 45,143 to 42,066 Mn)(p.476)
- • Terminal value excluded from valuation creates cliff-edge risk at end of concession period(p.474)
- • Concession agreement reverts all assets to government at end of 15-17 year O&M periods(p.474)
- • High accident frequency with 59 total accidents from 2019-2022, averaging 15 annually(p.692)
- • Climate-related pavement distress including bleeding and rutting from high average annual pavement temperatures(p.659)
- • Structural defects in bridges requiring ongoing epoxy pressure grouting and expansion joint repairs(p.679)
- • Remote desert location in Rajasthan with limited emergency response infrastructure(p.645)
- • Accident history on project with 7 accidents recorded in 4-month period (Aug-Dec 2023)(p.953)
- • Vegetation growth and debris accumulation affecting drainage and visibility(p.943)
- • Pavement distress evident in 2-10% of project length on both sides(p.948)
- • Inadequate visibility at minor road junctions creating safety hazard(p.979)
- • Lighting deficiency in critical approach sections to grade-separated structures(p.978)
- • Heavy loaded traffic creating accelerated pavement deterioration risk(p.948)
- • 72 accidents in 12-month period with 22 fatalities indicates safety concerns along corridor(p.1076)
- • Heavy maintenance capex required including slab replacement cycles at 23.69 crores per cycle(p.1086)
- • Damages for delay penalties at 0.2% of Performance Security per day after 90 days post scheduled completion(p.1006)
- • Bihar monsoon and seasonal weather variations impact pavement durability and maintenance needs(p.1012)
- • Maintenance damage penalties up to 2% of Performance Security per day for repair delays(p.1008)
- • Significant increase in accidents despite new infrastructure, indicating operational safety challenges(p.1229)
- • High night-time accident severity creating operational and reputational risk(p.1231)
- • Environmental hazards from hill terrain causing ongoing maintenance pressures(p.1259)
- • Change in law provisions create contingent liability exposure for concessionaire(p.1151)
- • Monsoon and weather-dependent pavement degradation in Himalayan terrain(p.1259)
- • Termination payment to Concessionaire limited to 65% of remaining annuity in operational default(p.1396)
- • Change in law protection capped at Rs 1.29 crores or 2% of annuity(p.1397)
- • Project length reduced by descoping, affecting annuity and maintenance costs(p.1391)
- • Water stagnation observed at multiple culvert locations(p.1423)
- • Dense vegetation growth on existing retained structures(p.1409)
Promoters
| Name | Role | Pre-Issue | Post-Issue |
|---|---|---|---|
| Gawar Construction Limited | Sponsor/Sponsor Selling Unitholder | — | Up to [●] Units (Sponsor Units to be allotted simultaneously with Allotment pursuant to the Offer) |
| Gawar Construction Limited | Sponsor/Promoter | — | [●]% |
| Gawar Construction Limited | Sponsor | — | — |
| Gawar Construction Limited | Sponsor | — | — |
| Gawar Construction Limited | Sponsor/Promoter Group | 100% | — |
| Rakesh Kumar | Promoter | — | — |
| Ravinder Kumar | Promoter | — | — |
| Gawar Construction Limited | Sponsor | — | — |
| Gawar Construction Limited | Sponsor | — | — |
| Gawar Construction Limited | Sponsor | 100% equity in each SPV | 100% transferred to Trust |
| Ravinder Kumar | Promoter (49.5% of Sponsor) | 49.5% of Gawar Construction Limited | — |
| Rakesh Kumar | Promoter (18.5% of Sponsor) | 18.5% of Gawar Construction Limited | — |
| Gawar Construction Limited (GCL) | Sponsor/Project Manager/Promoter Group | — | — |
| Gawar Investment Manager Private Limited (GIMPL) | Investment Manager (wholly owned subsidiary of GCL) | — | — |
| National Infrastructure Trust (NIT InvIT) | Infrastructure Investment Trust | — | — |
| Gawar Construction Limited | Sponsor/Project Manager (Rajauli-Bakhtiyarpur project) | — | — |
| Axis Trustee Services Limited | Trustee to National Infrastructure Trust InvIT | — | — |
Leadership
Shubham Jain · Compliance Officer
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Offer documents
Capital Infra Trust IPO FAQs
What is the lot size of Capital Infra Trust IPO?
The minimum lot size of Capital Infra Trust IPO is 150 shares. One lot costs ₹14,850 at the cut-off price.
When does Capital Infra Trust IPO open and close?
Capital Infra Trust IPO opened for subscription on 07 Jan 2025 and closed on 09 Jan 2025.
What is the listing date of Capital Infra Trust IPO?
Capital Infra Trust IPO listed on 17 Jan 2025.