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.

Capital Infra Trust is actively pursuing the acquisition of six Hybrid Annuity Model (HAM) road assets from its sponsor’s Right of First Offer (ROFO) pipeline, with a combined bid project cost of ₹4,871 crore. The Trust, which currently holds 12 operational assets, aims to expand its portfolio to 18 assets, extending annuity visibility largely to 2040. This strategic move aligns with the Trust’s goal to increase its net debt-to-enterprise value ratio from 41.1% to approximately 60%, utilizing both debt and equity funding for the transactions.

The earnings conference call held on July 22, 2026, revealed that technical, legal, and financial due diligence is underway for these six assets, spanning approximately 181 kilometers across four states. Management anticipates completing the diligence by mid-August 2026, with potential acquisitions in Q2 or Q3 FY27. Additionally, the Trust is evaluating two third-party assets, with advanced discussions ongoing. For Q1FY27, the Trust reported a consolidated net profit of ₹1,256.24 million, reversing a loss of ₹737.18 million in the prior year period, while declaring a distribution of ₹2.32 per unit.

Acquisition Strategy and Leverage

Hare Krishna, Chief Executive Officer, stated that the proposed acquisitions would diversify project and geography-level cash flows while maintaining the Trust’s risk profile. The six targeted assets are operational or at advanced completion stages under the National Highways Authority of India (NHAI). The Trust plans to increase leverage gradually, initially moving from 41.1% to around 50%, and eventually targeting 60%. This headroom allows for significant debt-funded acquisitions without immediate large-scale equity dilution.

Financial Performance and Distribution

Amit Kumar, Chief Financial Officer, noted that consolidated total income stood at ₹2,950 million for Q1FY27, compared to ₹3,450 million in Q4FY26. The quarter-on-quarter variance reflects seasonality in income recognition across HAM assets. Standalone EBITDA was ₹2,258 million, while consolidated EBITDA was ₹1,807 million. The Trust received an indemnity claim of ₹104.1 million from the sponsor related to pending GST change-in-law claims from NHAI.

Distributions remain a core focus, with cumulative payouts since IPO reaching ₹37.8 per unit (₹12,079 million). Management reaffirmed the FY27 distribution per unit (DPU) guidance of ₹9.00 to ₹9.25, stating that new acquisitions will be accretive to unit holders. Approximately 20% to 25% of distributions are expected to be non-taxable capital repayments this financial year.

Operational Resilience and Cost Structure

The Trust’s operational model insulates it from inflationary pressures through fixed-price O&M contracts with its project manager. While bitumen prices have risen, the Trust’s expenses remain fixed. Conversely, a portion of inflows linked to Wholesale Price Index (WPI) and Consumer Price Index (CPI) has increased due to elevated inflation. Hare Krishna emphasized that 58.6% of borrowings are floating-rate, providing a natural hedge against interest rate fluctuations in the annuity-linked revenue model. The effective interest rate declined to 7.24% from 7.33% in March 2026.