Capital Infra Trust has submitted a revised quarterly compliance report on corporate governance for the quarter ended December 31, 2025, to the National Stock Exchange and BSE Limited. The revision addresses a designation error in the committee composition details that required correction for regulatory compliance.

Reason for Revision

The trust filed the revised report to correct an inadvertent error in the committee composition table under Part-A of the original quarterly compliance report submitted on January 20, 2026. The designation of Mr. Rakesh Kumar was incorrectly mentioned as "Independent Director" instead of "Non-Executive Director" in the composition of committees section. All other particulars in the report remain unchanged.

Investment Manager Board Composition

The board of directors of Gawar Investment Manager Private Limited, the investment manager for Capital Infra Trust, comprises six members with a balanced mix of independent and non-executive directors:

Committee Structure and Governance

The investment manager has established six committees to ensure effective governance and oversight. The Audit Committee is chaired by Mr. Satish Chandra and includes Mrs. Vijayalakshmi R. Iyer and Mr. Rakesh Kumar as members. Mr. Yudhvir Singh Malik was appointed as an additional member of the Audit Committee on November 07, 2025.

Mrs. Vijayalakshmi R. Iyer serves as chairperson for both the Nomination & Remuneration Committee and the Stakeholders Relationship Committee. The Risk Management Committee and Corporate Social Responsibility Committee are both chaired by Mr. Satish Chandra, while the InvIT Committee is headed by Mr. Rakesh Kumar.

Board and Committee Meetings

During the quarter ended December 31, 2025, the board of directors conducted three meetings on October 08, November 14, and December 15, 2025. All meetings maintained the required quorum with attendance ranging from 5 to 6 directors, including 2 to 3 independent directors.

The Audit Committee held three meetings during the quarter, while the Nomination and Remuneration Committee met once. The InvIT Committee conducted four meetings on December 16 and December 19, 2025.

Regulatory Compliance Affirmations

The trust has affirmed compliance with all applicable SEBI InvIT Regulations regarding board composition, committee structures, and meeting procedures. The report confirms that committee members have been made aware of their powers, roles, and responsibilities as specified in the regulations, and all meetings have been conducted in accordance with prescribed guidelines.

Capital Infra Trust has received the highest credit rating of ICRA AAA with a stable outlook for its ₹1750.00 crore term loan facility. The Infrastructure Investment Trust (InvIT) communicated this significant development to the National Stock Exchange and BSE Limited on February 14, 2026, in compliance with Regulation 23 of SEBI InvIT Regulations.

Credit Rating Details

ICRA Limited assigned the ratings on February 13, 2026, covering both the term loan facility and an issuer rating for the trust. The rating action demonstrates the strong creditworthiness and financial stability of the infrastructure investment trust.

Lender-wise Facility Breakdown

The ₹1750.00 crore term loan facility is distributed between two major banking institutions, both receiving the same high credit rating.

Rating Significance

The ICRA AAA rating represents the highest degree of safety regarding timely servicing of financial obligations. This rating carries the lowest credit risk and indicates that the trust has an extremely strong capacity to meet its financial commitments. The stable outlook suggests that the rating is likely to remain unchanged over the medium term.

Regulatory Compliance

The trust's communication to stock exchanges fulfills the mandatory disclosure requirements under SEBI InvIT Regulations. Capital Infra Trust, formerly known as National Infrastructure Trust, operates with registration number IN/InvIT/23-24/0029 and is headquartered in Gurugram, Haryana.

Key Stakeholders

The trust operates with Axis Trustee Services Limited as the trustee and IDBI Trusteeship Services Limited as the debt security trustee. The rating communication was signed by Shubham Jain, Company Secretary and Compliance Officer, ensuring proper corporate governance and regulatory compliance.