Capital Infra Trust approves six highway SPVs deal in 2026

Unitholders clear expansion plan via postal ballot

Capital Infra Trust unitholders have approved a package of resolutions linked to a proposed acquisition of six highway special purpose vehicles (SPVs) and related fund-raising steps. The postal ballot results were declared on September 9, 2026, showing near-unanimous support across most items. The approvals cover the acquisition of SPVs held by sponsor Gawar Construction Limited and a preferential allotment of units to the sponsor. The voting was conducted through remote e-voting, with KFin Technologies Limited acting as the platform provider. The Trust also indicated that the scrutinizer’s report would be available on its website.

What was approved: four resolutions tied to the transaction

The first resolution authorised the acquisition of 100% equity in six target SPVs. These are 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. This acquisition resolution required a simple majority and passed with 99.99% support.

Two further resolutions dealt with financing flexibility. One sought authority to borrow and or create charge and required a special majority, and another covered fund raising through institutional placement and or debt, also requiring a specified special majority threshold. A fourth resolution approved a preferential allotment to the sponsor, Gawar Construction Limited, under a special majority requirement.

Voting outcome shows high support, limited dissent

Across the four key resolutions, votes in favour were overwhelmingly higher than votes against. The fund-raising resolution via institutional placement or debt recorded the lowest support among the four, but still cleared at 98.42%. The remaining items were at 99.99% support.

The article also notes a split in participation by investor category for the acquisition resolution. Public institutions voted 100% in favour on that item, casting 187,321,627 votes. This indicates strong alignment from large holders on the core acquisition.

Detailed resolution-wise voting numbers

The following table summarises the voting disclosed for the postal ballot resolutions.

Deal value and fund-raising plan: numbers disclosed

Capital Infra Trust has described the acquisition as a purchase of six operational road SPVs from its sponsor. The transaction is linked to an aggregate adjusted enterprise value of ₹29,214 million, based on a valuation report dated August 17, 2026. In a separate market snapshot included in the article, the acquisition is also described as having a total enterprise value of ₹29,214 million.

To support the acquisition, the Trust’s board approved fund raising of up to ₹26,750 million. This fund-raising envelope includes a preferential issue of units worth up to ₹1,250 million to the sponsor, Gawar Construction Limited. The article also references a proposal to seek an increase in borrowing limits from 49% up to a maximum of 70% of trust assets, which aligns with the resolution seeking authority to borrow and create security.

Process and governance: who approved the notice and how voting was run

The Investment Manager, Gawar Investment Manager Private Limited, issued the Notice of Postal Ballot seeking unitholder approval on four key resolutions. The Board of Directors of the Investment Manager approved the Postal Ballot Notice on August 17, 2026. The notice was dispatched electronically to unitholders whose names appeared in depository records as of the cut-off date of August 14, 2026.

The e-voting process was conducted via remote e-voting through KFin Technologies Limited. The article states the voting period for the postal ballot began on August 18, 2026 at 9:00 am and ended on September 9, 2026 at 5:00 pm.

Key dates and participation data disclosed

Alongside the transaction approvals, the article provides participation figures for voting activity on the Trust’s resolutions. It states that the total number of unitholders on record was 50,057. Across resolutions, 275,565,735 votes were polled, representing about 56.06% of outstanding units.

The article also contains separate timing references for an annual meeting e-voting window and record date, distinct from the postal ballot schedule. Those details are presented below as they appear in the source.

Market snapshot and disclosure channels

A brief market snapshot in the text shows “Capital Infra 0.00%”, without additional price movement details. The source attribution is indicated as BSE. The Trust also stated that voting results were passed with the requisite majority and that the scrutinizer’s report would be made available on the trust’s website.

Separately, the article notes that results were expected to be announced by September 11, 2026. However, it also states that the postal ballot results were declared on September 9, 2026, marking the end of the voting period.

Why this matters for unitholders

The approvals collectively enable Capital Infra Trust to expand its operating asset base through the purchase of sponsor-held highway SPVs and to arrange financing tools to execute the transaction. The acquisition approval provides the core mandate to purchase 100% equity in the identified SPVs. The borrowing and fund-raising resolutions provide flexibility on how the Trust funds the acquisition, including a sponsor-linked preferential allotment.

The near-unanimous voting outcomes, including 100% support from public institutions on the acquisition resolution as stated, suggest that large unitholders backed the proposed expansion plan and its financing structure, based on the information disclosed.

Conclusion

Capital Infra Trust’s postal ballot concluded with strong unitholder support for acquiring six highway SPVs from sponsor Gawar Construction Limited and for related borrowing and fund-raising resolutions. The results were declared on September 9, 2026, following remote e-voting conducted through KFin Technologies Limited. The next disclosure step cited in the article is publication access to the scrutinizer’s report on the Trust’s website, along with dissemination through exchange channels.