National Infrastructure Trust files draft papers with SEBI for ₹1,600 crore IPO

National Infrastructure Trust, an infrastructure investment trust sponsored by Gawar Construction Ltd, on Tuesday filed preliminary papers with the capital markets regulator for ₹1,600 crore Initial Public Offering (IPO).

The IPO comprises a fresh issue of units aggregating up to ₹1,200 crore and an Offer For Sale (OFS) of units valued up to ₹400 crore by the sponsor selling unitholder, according to the Draft Red Herring Prospectus (DRHP).

Proceeds from the issue are proposed to be utilised towards providing loans to the project SPVs (Special Purpose Vehicles) for pre-payment of external borrowings, in part or in full from financial lenders and loans to project SPVs for repayment of unsecured loans availed by the project SPVs from the sponsor.

The issue will be made through the book-building process wherein 75%, excluding the strategic investor portion, will be available to institutional investors and 25% to non-institutional investors.

The sponsor of the issue, Gawar Construction, will subscribe to 15% of the total post-issue unit capital of the InvIT to comply with the sponsor lock-in requirements.

The sponsor, Gawar Construction is primarily engaged in the construction of road and highway projects across 19 states in India for various government and semi-government bodies and statutory authorities, including NHAI, Ministry of Road Transport & Highway Mumbai Metropolitan Regional Development Authority (MMRDA) and Central Public Works Department (CPWD). Since 2008, the company has undertaken more than 100 road construction projects.

According to the draft offer document, the sponsor has a portfolio of 26 road projects on a hybrid annuity mode (HAM) with NHAI, of which 11 are completed projects, including the five acquired assets which were erstwhile owned by Sadbhav Infrastructure Project Ltd, and 15 under-construction projects.

National Infrastructure Trust was established in September 2023 and registered with SEBI in March 2024 to acquire, manage and invest in a portfolio of infrastructure assets in the country.

The Trust intends to acquire, manage and invest in the nine completed and revenue-generating Initial Portfolio Assets, aggregating to about 683.875 km, operated and maintained, pursuant to concessions granted by the NHAI and are owned and operated by the Project SPVs.

The revenue from operations of the SPV for the Fiscal 2024, 2023 and 2022 was ₹1,485 crore, ₹2,033 crore, ₹1,908 respectively. Projected cash flows for FY25, FY26 and FY27 are estimated to be ₹582 crore, ₹662 crore and ₹585 crore respectively.

SBI Capital Markets and HDFC Bank have been appointed as the lead managers to the issue. Axis Trustee Services has been appointed as the sole trustee of the trust. The units are proposed to be listed on BSE and NSE.