BSEOthers2d ago · 17 Aug 2026, 10:18 pm
Capital Infra Trus has informed the Exchange regarding Disclosure of material issue
Capital Infra Trus · 544338
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Capital Infra Trust has informed the Exchange regarding Disclosure of material issue, specifically a notice of postal ballot to unitholders for approval of resolutions related to acquisition of 100% equity share capital of four target companies, borrowing, fund raising, and issuance of units on a preferential basis.
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Full Announcement
Capital Infra Trus - 544338 - Reg 23(5)(i): Disclosure of material issue
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August 17, 2026
National Stock Exchange of India Limited BSE Limited
Exchange Plaza, C-l, Block-G Corporate Relationship Department
Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Dalal Street,
Bandra (E), Mumbai-400051 Fort, Mumbai- 400001
Symbol: CAPINVIT Scrip Code: 544338
ISIN: INE0Z8Z07016, INE0Z8Z07024
Subject: Notice of Postal Ballot to the Unitholders of Capital Infra Trust
Dear Sir/ Madam,
Pursuant to the provisions of the Securities and Exchange Board of India (Infrastructure Investment
Trusts) Regulations, 2014, as amended and the notifications, circulars and guidelines issued thereunder
(including any statutory modification(s) or re-enactment thereof for the time being in force) (the “SEBI
InvIT Regulations”) read with Master Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July
11, 2025 issued by the Securities and Exchange Board of India (the “SEBI Master Circular”) and
pursuant to other applicable laws and regulations, if any, as may be applicable in this regard, Gawar
Investment Manager Private Limited (“Investment Manager”), acting as the Investment Manager of
Capital Infra Trust (“Trust”) seeks approval of the Unitholders of the Trust on the resolution(s) as given
below and as set out in the Postal Ballot Notice through e-voting:
Sr. Description of Resolution Type of Resolution
1. To consider and approve the acquisition of 100% Simple majority (i.e. where the votes cast
equity share capital, in one or more tranches, of in favour of the resolution shall be more
Gawar Bhiwani Highway Private Limited than fifty percent of total votes cast for the
(“GBWHPL”), Gawar Kangra Highways Private resolution)
Limited (“GKHPL”), Gawar Pathankot Mandi
Highway Private Limited (“GPMHPL”), Gawar
Udaipur Highway Private Limited (“GUHPL”),
Gawar Waranga Highways Private Limited
(“GWHPL”), and Gawar Rudrapur Highway
Private Limited (“GRHPL”) (“Target Assets”/
“Target SPVs”)
2. To grant authority to borrow and create charge on Special majority (i.e. where approval from
assets and matters related seventy-five percent of the unitholders by
value shall be obtained)
3. To consider and approve fund raising by way of Special majority (i.e. where the votes cast
Institutional Placement, or raising of debt through in favour of the resolution shall be at least
various sources or a combination of aforesaid sixty percent of total votes cast for the
resolution)
4. To approve issuance of Units on a Preferential Special majority (i.e. where the votes cast
Basis to Gawar Construction Limited, Sponsor of in favour of the resolution shall be at least
Capital Infra Trust, for an aggregate sixty percent of total votes cast for the
consideration of up to Rs. 1,24,99,92,800/- resolution)
In that regard, we would like to inform you that the Board of Investment Manager on Monday, August
17, 2026, has approved the aforesaid postal ballot notice and the same will be dispatched electronically
to the Unitholders of the Trust whose names appear in the records of Depositories as on the cut-off date
CAPITAL Infra Trust 0124 – 4920139 Registration no:
(formerly known as National Infrastructure Trust) compliance@capitalinfratrust.com IN/InvIT/23-24/0029
Unit No. 1401 -1403, 14th Floor, Tower B, SAS Tower,
Medicity, Sector - 38, Gurugram - 122001, Haryana
i.e., Friday, August 14, 2026. The Investment Manager has appointed KFin Technologies Limited
(“KFintech”) as the agency to provide remote e-voting facility to the Unitholders.
The detailed procedure for remote e-voting is provided in the Notes to the Postal Ballot Notice. The
remote e-Voting shall commence on Tuesday, August 18, 2026 at 9:00 A.M. (IST) and shall end on
Wednesday, September 09, 2026, at 5:00 P.M. (IST). The remote e-Voting module will be disabled by
KFintech soon thereafter.
A copy of Postal Ballot Notice containing the Valuation Report on Target Assets dated August 17, 2026,
is enclosed herewith.
Kindly take the above information on your records.
The above information is also available on the website of Trust i.e. https://capitalinfratrust.com/.
For Capital Infra Trust
(acting through its Investment Manager, Gawar Investment Manger Private Limited)
Shubham Jain
Company Secretary and Compliance Officer
Enclosed: As above
Copy to:
Trustee to the Trust Debt Security Trustee
Axis Trustee Services Limited IDBI Trusteeship Services Limited
Axis House, P B Marg, Worli, Mumbai, Ground Floor, Universal Insurance Building
Maharashtra, India – 400025 Sir P.M. Road, Fort, Mumbai, Maharashtra – 400001
CAPITAL Infra Trust 0124 – 4920139 Registration no:
(formerly known as National Infrastructure Trust) compliance@capitalinfratrust.com IN/InvIT/23-24/0029
Unit No. 1401 -1403, 14th Floor, Tower B, SAS Tower,
Medicity, Sector - 38, Gurugram - 122001, Haryana
NOTICE OF POSTAL BALLOT
NOTICE IS HEREBY GIVEN that pursuant to Regulation 22 of the Securities and Exchange Board of
India (Infrastructure Investment Trusts) Regulations, 2014, as amended from time to time and the
notifications, circulars and guidelines issued thereunder (including any statutory modification(s) or
amendment(s) or re-enactment(s) thereof for the time being in force) (“SEBI InvIT Regulations”) read
with Master Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025, issued by the
Securities and Exchange Board of India (“SEBI Master Circular”), as amended from time to time and
subject to other applicable laws and regulations, if any, as may be applicable in this regard and the
Trust Deed dated September 25, 2023 as amended on October 10, 2024 entered by and between
Gawar Construction Limited (“Sponsor”) and Axis Trustee Services Limited (“Trustee”) (“Trust
Deed”) in respect of Capital Infra Trust (“Trust”), the resolutions as set out in this Postal Ballot Notice
are proposed to be passed by the Unitholders of the Trust (the “Unitholders”, and such trust, “InvIT”
or “Trust”) through Postal Ballot by remote e-voting process only (“remote e-voting”).
The relevant explanatory statement, pertaining to the matters proposed for the approval by the
Unitholders, setting out the material details and facts concerning the resolution is annexed hereto along
with the postal ballot notice.
The Board of Directors of Gawar Investment Manager Private Limited (“Investment Manager” or “IM”)
acting in the capacity of the Investment Manager of the Trust, has appointed Mr. Vaibhav Dandawate
(Membership No.: A51538, CP No.: 27947), failing him Ms. Deepti Kulkarni (Membership No.: A34733,
CP No.: 22502), Partners, Makarand M. Joshi & Co., Practicing Company Secretaries, as the
Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent
manner.
The Investment Manager on behalf of the Trust has tied up with KFin Technologies Limited (“KFintech”)
for facilitating remote e-voting to enable the Unitholders to cast their votes electronically only. The
Unitholders are requested to read the e-voting instructions carefully mentioned in the Notes under the
section “Voting through electronic means” in this Notice.
After completion of the scrutiny of the votes cast through remote e-voting, the Scrutinizer will submit its
report to the Chairman of Board of Directors of Investment Manager of Trust or to any person authorized
by the Chairman. The results of Postal Ballot shall be announced within two working days from last date
of voting, i.e, on or before Friday, September 11, 2026. The said results along with the Scrutinizer’s
report would be submitted to the National Stock Exchange of India Limited at https://www.nseindia.com/
and BSE Limited at https://www.bseindia.com/ (“stock exchanges”). Additionally, the results would also
be placed on the website of the Trust at www.capitalinfratrust.com and on the website of KFintech at
https://evoting.kfintech.com.
CAPITAL Infra Trust 0124 – 4920139 Registration no:
(formerly known as National Infrastructure Trust) compliance@capitalinfratrust.com IN/InvIT/23-24/0029
Unit No. 1401 -1403, 14th Floor,
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