Capital Infra Trust clears ₹2,921 cr SPV buy in 2026

Postal ballot delivers near-unanimous backing

Capital Infra Trust (NSEI: CAPINVIT) said unitholders have approved a set of key resolutions via postal ballot, paving the way for a significant expansion in its road portfolio. The results were declared on September 9, 2026, and showed overwhelming support for the proposed acquisition of six highway special purpose vehicles (SPVs) from the sponsor group. The transaction covers 100% equity acquisition in each of the target entities, subject to completion of necessary documentation and regulatory compliance. The approvals also include enabling steps around borrowing and fundraising, which are typically required to fund such acquisitions in an InvIT structure. The postal ballot was conducted through remote e-voting as per applicable requirements. The Trust stated that actions will be executed in line with SEBI InvIT Regulations and other applicable law.

What unitholders approved and why it matters

The main resolution authorised Capital Infra Trust to acquire 100% equity in six highway SPVs held by its sponsor, Gawar Construction Limited. This resolution required a simple majority and was approved with 99.99% support, indicating minimal dissent among voting unitholders. In parallel, unitholders also approved additional resolutions that enable the Trust to raise debt and create charges on assets, and to undertake fundraising including a preferential issue of units to the sponsor. These approvals matter because the acquisition is not only an asset purchase but also a balance-sheet and capital-structure exercise. For InvITs, execution typically requires clear unitholder consent on asset additions, leverage permissions, and unit issuance. With the ballot concluded, the Trust has the authorisations needed to move from intent to execution.

Assets involved: six highway SPVs from the sponsor

The approved acquisition covers six operational road SPVs: Gawar Bhiwani Highway Private Limited, Gawar Kangra Highways Private Limited, Gawar Pathankot Mandi Highway Private Limited, Gawar Udaipur Highway Private Limited, Gawar Waranga Highways Private Limited, and Gawar Rudrapur Highway Private Limited. Capital Infra Trust indicated it intends to acquire 100% equity share capital in one or more tranches. One specific disclosure highlighted the proposed acquisition of Gawar Waranga Highways Private Limited from Gawar Construction Limited, again at 100% equity. The Trust has described the broader package as a purchase of operational road SPVs from the sponsor, consistent with an InvIT consolidating sponsor-held assets into the listed trust vehicle. The acquisition is linked to an aggregate adjusted enterprise value derived from a valuation report dated August 17, 2026.

Valuation: ₹2,921.4 crore adjusted enterprise value

Capital Infra Trust’s disclosures peg the aggregate adjusted enterprise value of the six SPVs at ₹29,214 million, which is ₹2,921.4 crore when normalised to a single unit. Within the basket, Gawar Waranga Highways Private Limited is the largest single asset, valued at ₹7,328 million or ₹732.8 crore. The values are based on the valuation report dated August 17, 2026, as referenced in the Trust’s communications and filings. While the Trust has framed the acquisition as an expansion of its operating asset base, the valuation numbers are central because they anchor transaction sizing, financing requirements, and potential unit issuance levels. The clear disclosure of asset-level adjusted enterprise values also provides investors a way to understand relative weight within the acquisition basket.

Key numbers table: SPVs and adjusted enterprise value

Borrowing and charge creation: special majority cleared

Apart from the acquisition, unitholders granted authority to borrow and create charges on assets through a special-majority resolution. This item was approved with 78.32% support by value, as stated in the filing summary. For infrastructure trusts, these permissions typically enable the trust to structure acquisition financing using a mix of debt and equity while staying within the framework of InvIT regulations and internal policies. The number is also notable because it is materially lower than the near-unanimous vote on the acquisition itself, even though it still meets the threshold for approval as described. The borrowing authorisation is relevant to how quickly and efficiently the Trust can close the transaction once definitive agreements are executed.

Fundraising plan: up to ₹2,675 crore, plus sponsor allotment

To support the acquisition, Capital Infra Trust’s board approved fundraising of up to ₹26,750 million, which is ₹2,675 crore. The Trust has also disclosed unitholder approval for preferential issuance of units to Gawar Construction Limited for an aggregate consideration of up to Rs 1,24,99,92,800, which is approximately ₹125.0 crore. Together, these steps indicate that the Trust is preparing multiple financing levers, including unit issuance and debt, to execute the acquisition package. The postal ballot included these items among the four key resolutions presented to unitholders under SEBI InvIT Regulations. The approvals collectively enable the Trust to move forward with both the asset transfer and the capital raising actions required for completion.

Process and dates: board approval, voting window, declaration

The Trust’s Investment Manager, Gawar Investment Manager Private Limited, issued the postal ballot notice after its board approved the notice on August 17, 2026. Remote e-voting opened on August 18, 2026 at 9:00 a.m. IST and closed on September 9, 2026 at 5:00 p.m. IST. The postal ballot results were declared on September 9, 2026, and the notice also referenced that results would be announced on or before September 11, 2026, within two working days of the last date of voting. The Trust also noted that the postal ballot notice and valuation report were submitted to stock exchanges and made available on its website. These steps align with standard disclosure practices for listed InvITs when seeking unitholder consent for related-party acquisitions and capital actions.

Market impact: what approvals change immediately

The immediate market significance lies in execution certainty rather than transaction completion, since final closing remains subject to satisfaction of conditions and execution of agreements. The acquisition approval at 99.99% reduces the risk of unitholder pushback on the core portfolio expansion. The 78.32% approval by value on borrowing and charge creation provides the Trust additional flexibility to arrange financing. The fundraising approval, including the preferential issuance to the sponsor, signals that the Trust is readying an equity component alongside debt as part of the capital plan. Investors typically watch such resolutions because they influence portfolio size, leverage headroom, and sponsor participation. For Capital Infra Trust, the approved package sets the stage for adding the six operational road SPVs into the listed InvIT structure.

Why the story matters for the InvIT segment

Sponsor-to-InvIT asset transfers are a common growth pathway in listed infrastructure trusts, but they require transparent valuation, unitholder consent, and compliant financing structure. In this case, the Trust has disclosed an aggregate adjusted enterprise value of ₹2,921.4 crore for the six SPVs and separately outlined fundraising capacity up to ₹2,675 crore. The asset-level disclosures also clarify concentration, with Waranga the largest at ₹732.8 crore. The resolution outcomes show strong support for growth while still reflecting differentiated voting behaviour on leverage-related permissions. For the broader InvIT market, such transactions remain important because they demonstrate how listed trusts can scale operating portfolios through sponsor pipelines under a regulated framework.

Conclusion: approvals in place, execution steps next

Capital Infra Trust has secured unitholder approvals to acquire 100% equity in six highway SPVs from sponsor Gawar Construction Limited, with the acquisition resolution passing with 99.99% support. It also received approval for borrowing and charge creation (78.32% by value) and for fundraising actions including a preferential allotment to the sponsor and overall fundraising up to ₹2,675 crore. The transaction is linked to an aggregate adjusted enterprise value of ₹2,921.4 crore, based on a valuation report dated August 17, 2026. Next steps depend on completing required acts, deeds, and agreements and meeting conditions under applicable law and SEBI InvIT Regulations. Investors will likely track further exchange filings for definitive agreements, funding execution, and acquisition closing milestones.