Maple Infrastructure Trust Issues Postal Ballot Notice for Investment Manager Control Change

2 min read     Updated on 27 Feb 2026, 07:58 PM
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Maple Infrastructure Trust has issued a postal ballot notice seeking unitholder approval for the change in control of its Investment Manager, with e-voting scheduled from February 28 to March 29, 2026. The transaction involves MAIF 4 Investments India 2 Pte. Ltd. acquiring 42.50% stake from Maple Highways Pte. Ltd., requiring 60% approval threshold under SEBI regulations.

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Maple Infrastructure Trust has issued a postal ballot notice to unitholders seeking approval for the change in control of its Investment Manager, following the board decisions announced on February 23, 2026. The trust is conducting the approval process through remote e-voting only, with the voting period scheduled from February 28 to March 29, 2026.

Postal Ballot Process and Timeline

Axis Trustee Services Limited, acting as Trustee of Maple Infrastructure Trust, sent the postal ballot notice to all unitholders on February 27, 2026. The notice seeks unitholder approval for the change in control of Maple Infra InvIT Investment Manager Private Limited through remote e-voting facility provided by National Securities Depository Limited.

E-voting Schedule: Details
Cut-off Date: February 26, 2026
Voting Commencement: February 28, 2026 (09:00 hours IST)
Voting End: March 29, 2026 (17:00 hours IST)
Eligible Unitholders: Those registered as on cut-off date

Transaction Details and Approval Requirements

The postal ballot seeks approval for the acquisition of 63,504,799 equity shares constituting 42.50% of the Investment Manager's equity share capital by MAIF 4 Investments India 2 Pte. Ltd. from Maple Highways Pte. Ltd., pursuant to the share purchase agreement dated December 24, 2025. This transaction will result in the Investment Manager ceasing to be a subsidiary of MHPL.

Transaction Structure: Information
Shares Being Acquired: 63,504,799 equity shares
Percentage Stake: 42.50%
Acquirer: MAIF 4 Investments India 2 Pte. Ltd.
Seller: Maple Highways Pte. Ltd.
Agreement Date: December 24, 2025

Post-Transaction Ownership Structure

Upon completion of the transaction, the ownership structure of the Investment Manager will be restructured with three key stakeholders. MHPL and its affiliate are expected to retain 42.50% ownership, while MAIF 4 will hold an equal 42.50% stake, and 360 One Alternates Asset Management Limited will continue holding its existing 15% stake.

Regulatory Framework and Voting Requirements

The change in control requires approval under Regulation 22(5)(a) of the SEBI Infrastructure Investment Trusts Regulations, 2014, where votes cast in favor must constitute at least 60% of total votes cast for the resolution. The transaction also requires approvals from SEBI and other applicable regulatory authorities before completion.

Regulatory Requirements: Details
Minimum Approval Threshold: 60% of votes cast
Primary Regulator: Securities and Exchange Board of India
Applicable Regulation: SEBI InvIT Regulations 22(5)(a)
Scrutinizer: Mr. Jatin Prabhakar Patil (FCS 7282)

Leadership Appointments

Concurrently with the control change approval, the board had earlier approved the appointment of Ms. Deepika Periwal as Chief Financial Officer and Key Managerial Personnel of the Investment Manager, effective February 23, 2026, based on recommendations from the Nomination and Remuneration Committee and Audit Committee.

The postal ballot notice and related documents are available on the trust's website at www.maplehighways.com , BSE Limited's website, and NSDL's e-voting portal. Results will be declared within two working days of the voting deadline and communicated to BSE Limited simultaneously.

Maple Infrastructure Trust Seeks Unitholder Approval for Statutory Auditor Remuneration Revision

2 min read     Updated on 27 Feb 2026, 07:36 PM
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Maple Infrastructure Trust has issued a postal ballot notice seeking unitholder approval to revise statutory auditor remuneration from INR 13.40 million to INR 19.56 million for FY 2025-26. The revision follows the November 2025 acquisition of five SPVs, which significantly expanded audit scope and operational complexity. Remote e-voting will be conducted from February 28 to March 29, 2026, with approval requiring more than fifty percent of votes cast.

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Maple Infrastructure Trust has issued a postal ballot notice to its unitholders seeking approval for a significant revision in the remuneration of its statutory auditors. The notice, dated February 26, 2026, proposes to increase the audit fees for the financial year 2025-26 from INR 13.40 million to INR 19.56 million, excluding applicable taxes and out-of-pocket expenses.

Background and Rationale

The proposed revision stems from the trust's recent expansion through strategic acquisitions. In November 2025, Maple Infrastructure Trust acquired five Special Purpose Vehicles (SPVs), significantly expanding its operational scale and complexity. The acquired entities include:

  • Bhandara Tollway Limited (formerly Ashoka Highways (Bhandara) Limited)
  • Durg Baghnadi Tollway Limited (formerly Ashoka Highways (Durg) Limited)
  • Belgaum Dharwad Tollway Limited (formerly Ashoka Belgaum Dharwad Tollway Limited)
  • Sambalpur Baragarh Tollway Limited (formerly Ashoka Sambalpur Baragarh Tollway Limited)
  • Dhankuni Kharagpur Tollway Limited (formerly Ashoka Dhankuni Kharagpur Tollway Limited)

This expansion has resulted in a material increase in audit scope and effort required for statutory audit services, necessitating the upward revision in auditor remuneration.

Auditor Details and Approval Process

Parameter: Details
Statutory Auditor: M/s. S.R. Batliboi & Co. LLP
Firm Registration: 301003E/E300005
Current Remuneration: INR 13.40 million
Proposed Remuneration: INR 19.56 million
Audit Period: FY 2025-26
Appointment Term: 5 years (4th to 9th Annual Meeting)

M/s. S.R. Batliboi & Co. LLP were re-appointed as statutory auditors at the 4th Annual Meeting held on July 23, 2025, for a second consecutive term of five years. The Audit Committee and Board of Directors of the Investment Manager approved and recommended the remuneration revision at their respective meetings held on February 11, 2026.

Voting Timeline and Eligibility

The postal ballot process will be conducted exclusively through remote e-voting, with no physical ballot forms being distributed. The voting schedule is as follows:

Timeline: Date and Time
Cut-off Date: Thursday, February 26, 2026
Notice Dispatch: Friday, February 27, 2026
Voting Commencement: Saturday, February 28, 2026 (09:00 hours IST)
Voting Conclusion: Sunday, March 29, 2026 (17:00 hours IST)

Only unitholders whose names appear in the depository records as of the cut-off date are eligible to participate in the voting process. The trust has engaged National Securities Depository Limited (NSDL) to provide the e-voting facility.

Regulatory Compliance and Requirements

The proposed resolution requires approval under Regulation 22(4)(f) of the SEBI Infrastructure Investment Trusts Regulations, 2014. For the resolution to pass, votes cast in favor must exceed fifty percent of the total votes cast. The process complies with SEBI Master Circular for Infrastructure Investment Trusts dated July 11, 2025.

Mr. Jatin Prabhakar Patil (FCS 7282/COP 7954), partner of M/s. Mayekar & Associates, has been appointed as the scrutinizer to ensure fair and transparent conduct of the remote e-voting process. The results, along with the scrutinizer's report, will be made available on the trust's website and NSDL's platform within two working days of the resolution's passage.

Access and Documentation

The postal ballot notice is available on multiple platforms for unitholder access:

Unitholders can inspect relevant documents electronically by sending requests to compliance@maplehighways.com , providing their demat account details and contact information. The Investment Manager, Maple Infra InvIT Investment Manager Private Limited, has indicated that no directors or key managerial personnel have any financial interest in the proposed resolution.

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