CAPITALINFRA — earnings call
The transcript as filed. Every paragraph is addressable: its link names the page and the position it sits at in the call.
Prepared remarks
Unattributed
CAPITAL Infra Trust
(formerly known as National Infrastructure Trust)
Unit No. 1401 -1403, 14th Floor, Tower B, SAS Tower,
Medicity, Sector - 38, Gurugram - 122001, Haryana
[identifier removed]
Registration no:
IN/InvIT/23-24/0029
TRANSCRIPT OF FIRST ANNUAL MEETING OF CAPITAL INFRA TRUST
Moderator
Good afternoon, ladies and gentlemen.
On behalf of Capital Infra Trust,
I welcome you all to the 1st Annual Meeting of the Unit Holders of the
This meeting is being conducted through Video Conferencing / Other
Audio Visual Means in compliance with SEBI (Infrastructure Investment
Trust) Regulations, 2014, and circulars issued by SEBI.
For smooth conduct of proceedings, all participants are by default placed
Unit holders who have pre-registered themselves as speakers
will be allowed to speak during the Q&A session.
Please note that this
meeting is being recorded and the transcript will be made available on
the website of the Trust.
I now invite Mr.
Shubham Jain, Company Secretary & Compliance
Officer, to take the proceedings forward
Mr. Shubham Jain
Compliance Officer)
Good afternoon, ladies and gentlemen.
I, Shubham Jain, Company
Secretary and Compliance Officer of Gawar Investment Manager
Private Limited, Investment Manager to Capital Infra Trust, joined the
meeting from our office in Gurugram.
I extend a warm welcome to all
unit holders to the 1st Annual Meeting of the Capital Infra Trust, being
convened in compliance with SEBI InvIT Regulations, 2014 read with
SEBI Master Circular dated 11th July, 2025 and other applicable
circulars, as issued from time to time.
During the meeting, if any unit holder faces any technical issues, they
can contact the help desks at 0224-886-7000.
Though this meeting is
being held virtually and does not require the physical presence of unit
holders at a common venue, it requires your meaningful participation in
a secure efficient, and transparent manner.
The electronic copies of
annual report of the trust for the financial year 2024-25 along with the
notice of this annual meeting were duly disseminated on 30th June, 2025
to all unitholders whose email IDs were registered with the RTA and the
In accordance with applicable provisions governing virtual
meetings, the requirement for proxy appointments stand dispensed with.
Now, I would like to introduce the directors of investment manager who
have joined this meeting from their respective: Mr.
Yudhvir Singh Malik
– Chairman of the Board and Independent Director, joining the meeting
from Gurugram, and he's a member of the nomination and remuneration
committee, stakeholder relationship committee and risk management
Vijayalakshmi Iyer – Independent Director, joining the
meeting from Mumbai, and she is the chairperson of nomination and
remuneration committee, Stakeholder relationship committee.
also the member of audit committee and risk management committee.
Satish Chandra – Independent Director, joining the meeting from
Chandigarh and he's the chairman of audit committee, risk management
committee, and CSR committee.
He's also the member of stakeholder
CAPITAL Infra Trust
(formerly known as National Infrastructure Trust)
Unit No. 1401 -1403, 14th Floor, Tower B, SAS Tower,
Medicity, Sector - 38, Gurugram - 122001, Haryana
[identifier removed]
Registration no:
IN/InvIT/23-24/0029
relationship committee.
Rakesh Kumar – Non-Executive Director,
joining the meeting from Gurugram, and he's the member of audit
committee, nomination and remuneration committee, and CSR
He is also the chairman of InvIT Committee.
Singla – Non-Executive Director , joining the meeting from Gurugram,
and he's the member of InvIT Committee and Corporate social
responsibility Committee.
Neeraj Sheoran- Non-Executive Director would not join the meeting
due to his prior work commitments.
We have with us today the following
personnel from the Investment Manager team Mr.
Manish Satnaliwala,
Chief Executive Officer, Mr.
Amit Kumar Chief Financial Officer, and Mr.
Hare Krishna, Chief Operating Officer.
All of whom are joining the meeting from our Corporate Office situated
In addition, the following representatives have joined the
meeting from their respective locations.
On behalf of Axis Trustee
Services Limited, Mr Anil Garg, Ms.
Mansi Chheda and Ms.
Experto has joined the meeting.
On behalf of Walker Chandiok & Co
LLP, statutory auditor of Trust, Mr.
Manish Aggarwal, Partner and Mr.
Anuj Yadav, Director has joined the meeting.
On behalf of Valuer, Mr.
Sundararaman, Independent Valuer and Mr.
Darpit Kanadia has joined
On behalf of Makarand M.
Joshi & Co, Company
Secretaries, Scrutinizer for the Meeting, Ms.
Priyanka Sharma has
joined the meeting.
I will now request Mr.
Yudhvir Singh Malik, Chairman of the board to
confirm the presence of quorum.
Sir, you are on mute.
Mr. Y. S. Malik
I confirm the presence of Quorum.
Good afternoon respected unit
holders, colleagues on the Board, and esteemed guests.
immense pleasure to welcome you to the 1st Annual Meeting of Capital
Mr. Shubham Jain
I now again the request the chairman to address the unit holder with his
opening remarks, sir.
Mr. Y. S. Malik
Good afternoon respected unit holders, colleagues on the Board, and
esteemed guests.
It gives me immense pleasure to welcome you to the
1st Annual Meeting of Capital Infra Trust.
This is a momentous occasion
as we mark our beginning as a listed InvIT in the road sector.
We began this journey with a vision to deliver consistent and superior
yields for our investors by combining expert asset management with
innovative structuring, prioritizing transparency, disciplined risk
management, and long term value creation.
We have been also working on the best of corporate governance
FY 25 being our inaugural year, was pivotal in laying down
the groundwork for sustainable growth.
Our focus remained on
achieving operational readiness, institutionalizing strong governance
CAPITAL Infra Trust
(formerly known as National Infrastructure Trust)
Unit No. 1401 -1403, 14th Floor, Tower B, SAS Tower,
Medicity, Sector - 38, Gurugram - 122001, Haryana
[identifier removed]
Registration no:
IN/InvIT/23-24/0029
practices, and ensuring full alignment with the regulatory framework
applicable to the InvITs.
As we set this foundation, we have been guided by our commitment to
integrity, accountability, and long-term value creation.
would not have been possible without the unwavering support and trust
of all our stakeholders, including our unit holders, regulators, partners,
team members and other stakeholders - whose contributions, insights,
and confidence have played a vital role in shaping our journey.
deeply grateful for their encouragement and collaboration, which have
been instrumental in translating our vision into measurable outcomes
and positioning us for continued success in the years to come.
Capital Infra Trust is strategically positioned to tap into this opportunity
through a focused portfolio of income generating road assets, primarily
under the hybrid annuity mode - ensuring stable and predictable cash
As a regulated InvIT, we offer investors a transparent, well
governed platform with mandated distributions, professional oversight,
and long term value creation at the core.
Looking ahead we remain committed to our core principles, disciplined
asset management, operational transparency, and long term value
Before I conclude, I'd like to thank our unit holders for their continued
trust, our board members and entire investment management team for
their focus dedication and commitment.
We look forward to building on
this foundation and growing into a trusted infrastructure investment
vehicle that creates enduring value for all the stakeholders.
Manish Satnaliwala, the CEO, to brief the unit holders on the
performance of the year under review.
Mr. Manish Satnaliwala
Dear Unitholders, Board Members and
esteemed guests, With heartfelt gratitude and profound pride, I extend
a warm welcome to each of you at the 1st Annual Meeting of Capital Infra
Trust - a defining milestone in our journey.
The year 2025 stands as a watershed in our journey.
On January 17 this
year, we consummated our landmark listing on both BSE and NSE - a
defining event that underscored our strategic intent and institutional
The listing garnered robust interest and participation covering
the length and breadth of the investors ecosystem consisting of
insurance fund, mutual funds, AIFs, provident funds, FPI and leading
This wide-ranging category participation is a resounding
testament, not only to our platform’s, intrinsic potential but also to the
deepening investor conviction in India's infrastructure resurgence.
Capital Infra Trust was founded in 2023 with a vision - to generate
long term value by investing in high quality, revenue generating road
assets which is value accretive to the investors.
CAPITAL Infra Trust
(formerly known as National Infrastructure Trust)
Unit No. 1401 -1403, 14th Floor, Tower B, SAS Tower,
Medicity, Sector - 38, Gurugram - 122001, Haryana
[identifier removed]
Registration no:
IN/InvIT/23-24/0029
Sponsored by Gawar Construction Limited, an EPC player with over 25
years of excellence in the infrastructure space under the able leadership
Rakesh Kumar, our InvIT stands strongly positioned with
sponsor’s deep sectoral expertise and proven execution capabilities.
Today, our portfolio consists of 9 operational Hybrid Annuity Model
(HAM) assets, strategically located across 7 states covering
approximately 2,100 lane kilometres with National Highways Authority of
India (NHAI) being the sovereign counterparty.
These assets have a weighted average residual life of 11.30 years,
offering long-term visibility of annuity-based cash flows.
Our assets offer
robust, stable and predictable cash flows cementing Capital Infra Trust’s
as a uniquely resilient and growth related platform in India's
infrastructure investment landscape.
Your trust anchors our pursuit of discipline growth, responsible
stewardship, and enduring value creation.
This gathering reflects our
unwavering commitment to transparency, governance, and long term
value creation.
As we start this promising chapter, we remain resolute in
navigating opportunities and challenges with integrity and excellence.
Our strategy, guided by ‘Vision 3G’ – Growth, Governance and Goal
- focuses on scaling responsibly and sustainably.
In terms of growth, we
aim to reach an AUM of USD 5 billion by 2030, driven by planned
acquisitions and strong pipeline of ROFO assets.
In terms of governance, we have a robust governance frameworks in
place, including a unique structuring of project management agreement
and a long term ROFO arrangement ensuring future growth.
Finally, our goal is to deliver steady and consistent returns to unit holders
while keeping our balance sheet strong.
The trust’s competitive edge stems from its advantageous PMA
structure, which ensures operational stability by restricting the project
manager from exiting for the first five years, thereby promoting long term
commitment and alignment.
This is further strengthened by tax efficient assets that provide dividend
exemptions to unitholders in couple of our existing assets - with a
strategic focus on acquiring similar value attractive assets.
Additionally, a robust 10 year ROFO agreement covering BOT-Toll and
HAM assets which safeguards investor interests by ensuring price
Collectively, these elements reinforce the Trust’s superior positioning
and financial efficiency in the InvIT landscape.
It is my privilege to announce that Trust successfully raised Rs 2,363
crores in two series of NCDs in Feb and March at a very competitive
CAPITAL Infra Trust
(formerly known as National Infrastructure Trust)
Unit No. 1401 -1403, 14th Floor, Tower B, SAS Tower,
Medicity, Sector - 38, Gurugram - 122001, Haryana
[identifier removed]
Registration no:
IN/InvIT/23-24/0029
average interest rate of 7.68 % half yearly.
The proceeds were used to
refinance high cost SPV level debt.
This achievement demonstrates
strong investor confidence, efficient character structuring and sets a new
benchmark of fundraising the InvIT sector.
The competitive interest rates
underpinned by a prudent Debt Service Coverage Ratio of 1.75, further
fortified our financial resilience.
The AAA credit rating accorded by Crisil and Care stand as a resounding
affirmation of our robust credit profile and disciplined financial
On a standalone basis, the Trust earned rs 405 crores in
total income, mainly dividend from subsidiaries and interest on SPV
loans, with EBITDA at ₹388 crore.
An impairment of ₹444 crore was
recorded during the quarter, driven by a ₹350 crore interim distribution,
changes in bank rates, and pending approval from NHAI related to
change in law claim on account of GST.
Between January 14 i.e. date of acquisition and March 31, 2025, the
Trust reported consolidated income of ₹170 crore and a net loss of ₹37
The loss was notional in nature emanating due to initial post-
acquisition accounting.
We closed the year with a distribution of ₹23.9 per unit, the highest
by any public InvIT in a year and with-an AUM of ₹49,120 million.
distribution included taxable dividend of 18.09 per unit, interest of 1.04
per unit, tax free dividend of 1.38 per unit and return of capital of 3.37
per unit and other income 0.01 per unit.
Currently on the operational side, FY25 demonstrated our commitment
to operational excellence.
All projects reported satisfactory road
conditions and riding quality, zero fatality with no damages levied by the
authority, underscoring our operational discipline and adherence to
quality standards.
Regarding project completions, six projects have achieved COD, one
project is hundred percent complete and the remaining two are nearly
Looking ahead, the outlook for the road sector remains
The government’s focus on expanding the national highway
network and the increasing trend of asset monetization open up more
opportunities for InvITs like us.
We remain deeply conscious of our responsibility and we firmly believe
that the future of infrastructure lies at the intersection of technology and
sustainability and environmental stewardship.
As we grow, we continue
to deploy the latest technologies that enables real-time monitoring,
predictive maintenance, thereby enhancing operational efficiency, and
uphold the highest standards of compliance, transparency, and ethical
governance—ensuring our progress is both responsible and resilient.
Finally, before I close, I extend my sincere thanks to our board for their
guidance and support, our team for their hard work and all our unit
holders for their continued trust and support.
Your confidence aspires us
CAPITAL Infra Trust
(formerly known as National Infrastructure Trust)
Unit No. 1401 -1403, 14th Floor, Tower B, SAS Tower,
Medicity, Sector - 38, Gurugram - 122001, Haryana
[identifier removed]
Registration no:
IN/InvIT/23-24/0029
to strive for excellence every day.
On behalf of the Board and leadership,
I would also like to thank lenders, regulators, consultants, auditors,
employees, and all other stakeholders who have been associated with
us directly or indirectly.
Lastly, an apt phrase to conclude - Coming together is a beginning,
staying together is a progress and working together is success.
With this spirit of collaboration, we look forward to building a future of
shared success and continuing to conclude meaningfully to India's
infrastructure growth story.
Thank you very much.
Now I would like to hand over back to
Mr. Y. S. Malik
I think the unit holders should be reasonably confident that your InvIT is
going in the right direction.
With that, I think now I would like to hand
over to Shubham to proceed with the meeting and the Q & A session,
process of which will be outlined by him prior to the commencement.
Mr. Shubham Jain
Facility to submit queries was made available to the unit holders from
the date of circulation of notice on 30th of June 2025 until 21st July 2025
to the email IDs mentioned in the notice and the queries have been
answered accordingly.
If any unit holder still has any queries, they may
write to us at our email ID compliance at the rate capital infratus.com.
The same would be responded in quick time.
Now, I would like to brief
the unit holders on the process to be followed for Q & A session.
All the unit holders attending this meeting have been placed on mute by
default to prevent background disturbances and to ensure smooth and
seamless conduct of the proceedings.
Upon announcement of a unit
holder's name, the participant will be unmuted to enable them to speak.
Before speaking, we request the unit holder to please turn on their audio
by clicking on the audio icon visible on the screen.
While speaking, we
would request the speakers to use the headphones for clarity and to
minimize background noise and also ensure stable Wi Fi connection with
no other devices connected or backed up.
Ladies and gentlemen, moderator will now call out the unit holders team
one by one who had expressed their desire to speak at this meeting.
request the speakers to keep their questions brief and limit their speech
to two to 3 min.
We will 1st hear out all the questions and thereafter
management will respond to them in the end.
Queries, which remain unanswered at this Meeting, will be responded
through e-mail.
In case of connectivity problems at speaker’s end, we would ask the next
I will now handover to moderator to conduct the Q& A session
CAPITAL Infra Trust
(formerly known as National Infrastructure Trust)
Unit No. 1401 -1403, 14th Floor, Tower B, SAS Tower,
Medicity, Sector - 38, Gurugram - 122001, Haryana
[identifier removed]
Registration no:
IN/InvIT/23-24/0029
Moderator
We will now take questions from pre-registered unit holders.
each speaker to kindly limit their remarks to two to three minutes.
Manoj Kumar Gupta:
Raised queries on growth prospects, project completion timelines,
ongoing litigations, operating expenses, and subsidiaries.
Appreciated management’s transparency and communication with retail
investors; extended best wishes and supported all resolutions.
Mr. Manish Satnaliwala
Only completed, revenue-generating assets will be added under the
ROFO agreement; legal matters mentioned in the Annual Report pertain
to the project manager and do not materially affect the Trust; and project
management costs are fixed under the agreement, ensuring no
escalation for the Trust.
Mr. Shubham Jain
We thank the speakers for their participations and hope that their queries
have been addressed appropriately.
Today, we have four (4) agenda items to be considered, as detailed in
the AGM Notice.
The ordinary business set out in the notice pertains to:
To consider and adopt Audited Standalone and Consolidated
Financial Statements of Trust for the Financial Year ended 31st
March, 2025, together with the Report of the Auditors thereon and
the Report on Performance of Trust;
To consider and adopt the Valuation Report issued by Mr.
Sundararaman, Independent Valuer for the valuation of the assets
of Capital Infra Trust as on 31st March, 2025;
To consider and approve the appointment of valuer of the Trust for
the Financial year 2025-26 and to fix their remuneration;
To consider, approve and ratify the appointment of Statutory
Auditor of the Trust and to fix their remuneration.
As this meeting is being conducted through video conferencing, and the
resolutions set out in the Notice are being put to vote only through
remote e-voting or e-voting during the meeting, there is no requirement
for proposing or seconding the resolutions.
In line with the applicable regulatory provisions, the Investment
Manager, on behalf of the Trust, has taken all necessary steps to ensure
seamless participation and voting by Unitholders on the matters being
placed before this Meeting.
To facilitate this, the facility for remote e-voting was made available from
9:00 A.M. on 21st July 2025 until 5:00 P.M. on 24th July 2025.
CAPITAL Infra Trust
(formerly known as National Infrastructure Trust)
Unit No. 1401 -1403, 14th Floor, Tower B, SAS Tower,
Medicity, Sector - 38, Gurugram - 122001, Haryana
[identifier removed]
Registration no:
IN/InvIT/23-24/0029
off date for determining Unitholders eligible to vote on the proposed
resolutions was fixed as 18th July 2025.
Unitholders who have not cast their vote through remote e-voting still
have the opportunity to do so during the course of this meeting, by using
the electronic voting facility provided by NSDL.
Once the Chairman announces the commencement of e-voting,
Unitholders who have not voted earlier may click on the 'Vote' tab to cast
Further, Unitholders are requested to note that the e-voting facility on
the NSDL platform will remain open for 15 minutes after the conclusion
of the proceedings of this meeting.
The results of the remote e-voting and e-voting will be announced within
forty-eight hours from the conclusion of the meeting and the same will
be submitted to the Stock Exchanges and will also be made available
on the website of the Trust.
The resolutions, as set forth in the Notice, shall be deemed to be passed
today, subject to receipt of requisite number of votes, in accordance with
the SEBI InvIT Regulations.
With that, we come to the conclusion of today’s meeting.
On behalf of all
the Unitholders, members of the Board, and invitees present, I take this
opportunity to extend a vote of thanks to the Chairman for leading the
Thank you all for your participation.
I now request the Chairman to
deliver his closing remarks and formally declare the meeting as closed.
Mr. Y. S. Malik
I thank the unit holders for their participation and observations.
voting facility will remain open for 15 minutes from now.
The results will
be announced and submitted in accordance with SEBI InvIT
With this, I declare the meeting closed.
The meeting concluded at IST 03:06 PM after e-voting.