Postal ballot: unitholders to vote on add-back of borrowing-funded major maintenance in NDCF

Citius TransNet Investment Trust has issued a postal ballot notice for unitholders.

Fri 9 Oct 2026

Largest Major Maintenance Spend (FY27-FY30)

325.0 (INR Crs) for Ahmedabad-Maliya Tollway

Approval Threshold

at least sixty per cent of votes cast in favour

E-voting Period

Oct 10 to Oct 30, 2026

What unitholders are being asked to approve

Citius TransNet Investment Trust is seeking unitholder approval through a postal ballot for adding back payments made towards major maintenance expenses for certain road projects, to the extent those payments are funded by external borrowings, for the purpose of computing Net Distributable Cash Flows (NDCF) of the Trust. The external major maintenance borrowing may be raised at the Trust level or at the Project SPV/HoldCo level.

Why this add-back matters

• NDCF is the cash flow measure from which an InvIT's distributions to unitholders are computed.
• Major maintenance on road projects is a large, periodic spend. If that spend is funded by fresh external borrowing rather than from internal cash, allowing the add-back means the maintenance outgo does not pull down the NDCF figure for that period.
• The update states this follows SEBI's framework for calculation of NDCF for InvITs, which permits the add-back for road projects subject to conditions.

Projects and estimated amounts

Estimated major maintenance expenditure for the period from FY27 to FY30, in INR Crs, includes:

• Ahmedabad - Maliya Tollway Private Limited (AMTPL), State - Toll: 325.0
• Samkhiali Bhachau Gandhidham Tollway Private Limited (SBGTPL), NHAI - Toll: 212.4
• Rajkot - Vadinar Tollway Private Limited (RVTPL), State - Toll: 206.5
• Sambalpur-Rourkela Tollway Private Limited (SRTPL), State - Toll: 83.8
• Jorabat Shillong Expressway Limited (JSEL), NHIDCL - Annuity: 70.4
• Thrissur Expressway Limited (TEL), NHAI - Toll: 57.3
• Panipat Elevated Corridor Private Limited (PECPL), NHAI - Toll: 41.0

Conditions attached to the approval

• The approval granted is valid for the debt proposed to be availed for the entire project life cycle of each eligible project.
• Any deviation requiring additional debt beyond what is approved needs unitholder approval before such additional debt is availed.
• A certificate of the statutory auditor must be obtained confirming that the major maintenance expenses are in line with the obligations under the applicable concession agreements and that the payments were funded by external borrowings, before any add-back to NDCF.
• The schedule is based on technical due diligence carried out during acquisition of the present Project SPVs and management estimates of concession agreement requirements, and may be preponed or postponed depending on the condition of the road assets or cost optimisation potential.

How the vote works

• The resolution requires votes cast in favour to be at least sixty per cent of the total votes cast for the resolution.
• Remote e-voting is open from October 10, 2026 to October 30, 2026.
• Unitholders whose names are recorded as at the close of business hours on October 2, 2026 are eligible to vote.
• Results are to be declared after scrutiny, communicated to the stock exchanges and displayed on the Trust's website.
• Voting by any person who is a related party to the transaction, and by associates of such persons, will not be considered on this resolution.

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