Indus Infra Trust unitholders approve Rs 53.3bn raise

Postal ballot clears two fundraising resolutions

Indus Infra Trust has completed a postal ballot to seek unitholder approval for two fundraising resolutions, including a preferential unit issuance to its sponsor and a broader capital raise authorisation. The ballot was conducted through remote e-voting, with eligibility determined by a record date of May 15, 2026. E-voting opened on May 20, 2026 at 9:00 AM and closed on June 9, 2026 at 5:00 PM. Both resolutions required a special majority, with votes in favour needing to be at least 60% of total votes cast. The Trust had earlier indicated results were expected on or before June 11, 2026. A scrutinizer’s report dated June 9, 2026 confirmed the resolutions were approved with the requisite majority. As per the report, the resolutions are deemed to have been passed on June 9, 2026, the last day of voting.

What the Investment Manager proposed

The proposals were placed by the Investment Manager, GR Highways Investment Manager Private Limited, as part of a broader funding plan. One resolution sought consent for a preferential allotment of units to sponsor Aadharshila Infratech Private Limited. The other asked unitholders to authorise fundraising aggregating up to Rs 50,000 million through multiple routes. The stated options included private placement, institutional placement, further public offer, rights issue, or debt. The second resolution also covered debt instruments such as term loans and non-convertible debentures. The Trust said proceeds may be used for asset acquisitions, repayment of borrowings, and general corporate purposes. The approval for the broader raise is valid for one year from the date of receipt.

Preferential issue: units to sponsor Aadharshila Infratech

The first resolution sought approval to issue up to 28,251,005 units to Aadharshila Infratech Private Limited on a preferential basis. The aggregate fund raise from this issuance is up to Rs 3,300 million. The issue price is to be determined at or above Rs 116.81 per unit, linked to the Net Asset Value (NAV) as of March 31, 2026. Indus Infra Trust stated this issuance is intended to help the sponsor maintain a minimum 15% unitholding requirement. The minimum holding requirement is mandated until March 11, 2027. The proposed unit issuance quantity was also presented in the ballot material as the maximum number of units that may be allotted to the sponsor. The postal ballot asked unitholders to approve the issuance under the relevant SEBI InvIT regulatory framework.

Broader fundraising authorisation: up to Rs 50,000 million

The second resolution requested authorisation to raise funds aggregating up to Rs 50,000 million, in one or more tranches. The Trust indicated the capital could be raised by issuing units, or through debt such as term loans and non-convertible debentures. It also referenced equity routes including rights issue and institutional placement. The stated uses for the proceeds included funding asset acquisitions, repayment of borrowings, and general corporate purposes. The structure is designed to give the Trust flexibility on timing and instrument choice, subject to regulatory approvals where applicable. Unitholders were informed that the authorisation, once received, remains valid for one year. The fundraising limit of Rs 50,000 million is described as in addition to the preferential issue limit of Rs 3,300 million.

Board approvals and commercial paper plan

The Board of GR Highways Investment Manager Private Limited, acting as the Investment Manager of Indus Infra Trust, met on May 12, 2026 and approved multiple funding initiatives. Alongside the two capital-raising proposals, the board approved issuance of up to 20,000 unsecured, listed, transferable, rated commercial papers. Each commercial paper has a face value of Rs 500,000, and the aggregate nominal value is up to Rs 10,000 million, to be issued in one or more tranches on a private placement basis. The same meeting also approved capital raising up to Rs 3,300 million via preferential issue to the sponsor and up to Rs 50,000 million via various routes, subject to unitholder and regulatory approvals. The postal ballot notice was dated May 19, 2026. The Trust also provided contact details and office addresses as part of the communication package related to the ballot process.

Key dates, voting thresholds, and outcome

The cut-off date for voting eligibility was May 15, 2026, based on records of depositories. Remote e-voting began on May 20, 2026 at 9:00 AM and ended on June 9, 2026 at 5:00 PM. Both resolutions required a special majority threshold, with at least 60% of votes cast needing to be in favour. While the Trust had noted that results were expected by June 11, 2026, the scrutinizer’s report was dated June 9, 2026. The Trust disclosed that the resolutions in the postal ballot notice were approved by unitholders with the requisite majority. It also stated the resolutions are deemed passed on June 9, 2026, the last day of voting. The process was disclosed as being in line with SEBI (Infrastructure Investment Trusts) Regulations, 2014 and a SEBI Master Circular dated July 11, 2025.

Unitholding picture and market reference points

Indus Infra Trust filed its unitholding pattern for the quarter ended March 31, 2026, showing 442,938,605 total units outstanding. The sponsor group held 58.56%, equivalent to 259,388,705 units. Public unitholders held 41.44%, or 183,549,900 units. Of the public units, 4,090,976 units were reported as pledged, representing 2.23% of total units. The disclosure also listed “Top Five Public Unitholders” with holdings including G R Infraprojects Limited at 43.56%, HDFC Mutual Fund at 3.98%, Kotak Mutual Fund at 3.87%, ICICI Mutual Fund at 2.71%, and DSP Mutual Fund at 2.60%. Separately, the Trust disclosed “Top Five unitholders other than Sponsor/IM/PM and their related parties” with totals of 15.28%, including HDFC Mutual Fund at 3.94% and Kotak Mutual Fund at 3.87%. The unit price reference provided was a closing price of Rs 124.80 as of June 3, 2026 at 3:50 PM.

Why this matters: flexibility for acquisitions and leverage management

The stated use of proceeds includes funding asset acquisitions and repayment of borrowings, which links the fundraising approvals to balance sheet management. The Trust also referenced the practical limit of using leverage alone for acquisitions and indicated that equity fundraising is expected to manage leverage levels. It added that capital raised may help reduce overall leverage, with an aim for a loan-to-value (LTV) around 50% to 53% post acquisitions. The communication also noted that fundraising details and guidance on distribution per unit are expected to be clearer after asset acquisitions. It said that further updates were expected to be shared in the next quarter’s earnings call, referenced as around April to May 2026. Separately, the Trust disclosed that ratings were assigned to proposed and outstanding bank facilities aggregating to Rs 79,015.20 million, enhanced from Rs 29,583.50 million. It also disclosed a distribution per unit (DPU) of Rs 3.25 per unit, with component figures mentioned as Rs 2.78 per unit, dividend of Rs 0.04 per unit, and return of capital of Rs 0.43 per unit.

Summary table: approvals, limits, and timelines

Past unitholder voting as context

Indus Infra Trust also referenced an earlier postal ballot completed on March 6, 2026. In that process, unitholders approved an asset acquisition from related party G R Infraprojects Limited with 99.98% approval and 107,841,617 votes in favour. The borrowings limit increase in the same ballot secured 99.99% support with 367,230,312 votes in favour. The Trust stated sponsor group entities cast 259,388,705 votes entirely in favour in that resolution, indicating strong sponsor participation in voting. The earlier voting outcomes provide context for how unitholder approvals have worked in practice for the InvIT. For the latest ballot, the Trust has disclosed that both fundraising resolutions were approved with the requisite majority. The next steps, as stated, include progressing with the fundraising actions subject to required regulatory and statutory approvals.

Conclusion

Indus Infra Trust has secured unitholder approval to proceed with a preferential issuance of up to Rs 3,300 million to sponsor Aadharshila Infratech and to raise up to Rs 50,000 million through units or debt, together aggregating up to Rs 53,300 million. The approvals follow a remote e-voting process that ran from May 20 to June 9, 2026, with a record date of May 15, 2026. The scrutinizer’s report dated June 9, 2026 confirmed both resolutions were approved and deemed passed on the last day of voting. The board’s May 12, 2026 meeting also approved commercial papers of up to Rs 10,000 million nominal value, adding another financing avenue. The Trust has said the proceeds may be used for acquisitions, borrowings repayment, and general corporate purposes, while also highlighting leverage considerations. Further actions now depend on execution decisions and completion of remaining regulatory and statutory approvals. Any additional clarity on fundraising specifics and distribution guidance is expected after acquisitions, as indicated in the Trust’s disclosures.