Capital Infra Trust has initiated a postal ballot process to seek unitholder approval for the acquisition of six highway special purpose vehicles (SPVs) held by its sponsor, Gawar Construction Limited. The transaction involves an aggregate adjusted enterprise value of ₹29,214 million, based on a valuation report dated August 17, 2026. Remote e-voting for the resolutions will begin on August 18, 2026, at 9:00 am and end on September 9, 2026, at 5:00 pm.

The board of Gawar Investment Manager Private Limited, acting as the investment manager, approved the postal ballot notice during its meeting on August 17, 2026. The cut-off date for determining eligible unitholders is August 14, 2026. KFin Technologies Limited has been appointed as the agency to provide the remote e-voting facility.

Asset acquisition details

The trust proposes to acquire 100% equity share capital in one or more tranches of six entities. The acquisition requires a simple majority vote (more than 50% of votes cast). The following table presents the adjusted enterprise value of each SPV:

Gawar Waranga Highways Private Limited represents the largest single asset in the basket, valued at ₹7,328 million.

Fund raising and preferential issue

To finance these acquisitions and other corporate purposes, the board authorised raising capital up to an aggregate value not exceeding ₹26,750 million. This may be executed through institutional placement of units, debt raising, or a combination thereof. This resolution requires a special majority (at least 60% of votes cast).

Additionally, the board approved the issuance of up to 1,66,11,200 units on a preferential basis to the sponsor, Gawar Construction Limited. The issue price is set at ₹75.25 per unit, aggregating to a maximum consideration of ₹1,24,99,92,800. This resolution also requires a special majority (at least 60% of votes cast).

Borrowing authority

The postal ballot includes a resolution to grant authority to borrow and create charge on assets. This requires a special majority where approval from 75% of the unitholders by value is obtained. The borrowing aims to ensure the net borrowing ratio remains below 70% of the aggregate value of the trust assets, in compliance with SEBI InvIT Regulations.

Management changes

Effective August 17, 2026, Amit Kumar was redesignated from Chief Financial Officer to Chief Investment Officer. Concurrently, Akhil Banthiya was appointed as the new Chief Financial Officer. Both changes were approved during the board meeting held on August 17, 2026.

Capital Infra Trust unitholders have approved the trust’s audited financial statements for the financial year ended March 31, 2026, alongside its asset valuation report and the appointment of a new valuer for the upcoming fiscal year. The resolutions were passed during the Second Annual Meeting held on July 28, 2026, with near-unanimous support from both the sponsor group and public institutional holders.

The meeting was conducted through video conferencing in compliance with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, and SEBI Master Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025. Vaibhav Dandawate, Partner at Makarand M. Joshi & Co., served as the scrutinizer for the remote e-voting process. The voting window opened on July 24, 2026, and closed on July 27, 2026, with eligibility determined as of the cut-off date of July 21, 2026.

Voting Results Overview

The total number of unitholders on record was 50,057. Of these, 27,55,65,735 votes were polled across all resolutions, representing approximately 56.06% of outstanding units. The sponsor group and public institutional holders demonstrated strong alignment with management proposals, while retail participation remained minimal but supportive.

Sponsor and Institutional Alignment

The sponsor group, holding 15,94,34,890 units, voted in full support of all three resolutions via remote e-voting. Public institutional holders, who held 20,21,39,450 units, also voted unanimously in favor. This consolidated backing underscores confidence in the trust’s governance and financial reporting framework.

Public non-institutional holders, holding 12,99,77,393 units, participated with 64,662 votes polled. While their overall participation rate was low at 0.0497%, the vast majority of votes cast were in favor. For the financial statement adoption, 99.96% of retail votes supported the resolution. Minor dissent was recorded only in the valuation report resolution, where 1,085 votes (1.68% of retail votes polled) were cast against.

Governance and Compliance

The meeting proceedings were overseen by Shubham Jain, Company Secretary and Compliance Officer of Gawar Investment Manager Private Limited, acting as the investment manager. Kunal Bansal from Walker Chandiok & Co LLP represented the statutory auditors, while Prathi Bheda from Axis Trustee Services Limited represented the trustee. The absence of proxy appointments was noted, as per regulatory provisions for meetings conducted via video conferencing.

What the Numbers Show

The near-unanimous approval of the financial statements and valuation report highlights strong investor confidence in Capital Infra Trust’s operational transparency. With institutional and sponsor votes accounting for over 99.9% of all votes cast, the trust maintains robust alignment between its promoters and large-scale investors. The minimal dissent from retail unitholders on the valuation report suggests isolated concerns rather than systemic issues, particularly given the unanimous support for the financial statements themselves.