Financial Performance
Brief details of financial performance of the Trust on consolidated basis for the year ended March 31, 2024, is provided below:
(? in crore)
Revenue from operations refers to the income earned by ISCIMPL pursuant to the WUA entered into with the Sponsor. Other income refers to interest income and profits on sale of investments (net).
The expenses include the operations and maintenance expense incurred by ISCIMPL under the O&M Agreement, investment management expenses, project management expenses, depreciation and amortization expenses, other expenses at ISCIMPL and Trust level and finance cost incurred by Trust on its borrowings. The Trust had on October 25, 2023, borrowed a sum of ? 2,122.00 crore pursuant to a loan agreement dated August 17, 2023.
On account of the above, the profits before taxes were ? 7.45 crore in Fiscal 2024.
Health, Safety and Environment (the "HSE")
We believe that we are in compliance, in all material respects, with applicable health, safety and environmental regulations and other requirements in our operations. Our HSE program involves a combination of (a) training including (i) online HSEF training (ii) road safety training (iii) workplace safety training (iv) first aid training (v) fire & electrical safety training and (vi) emergency preparedness training (b) safety committee meeting and risk management; (c) HSE audit and assurance; (d) ISO certification; and (d) culture building. The HSE compliance is regularly monitored.
Future Business Outlook
We continue to remain confident on the future business outlook of ISCIMPL. We believe that the breadth of our warehouse assets, position us well to capture growing demand for warehousing services. We intend to actively market our warehouse assets to new 3rd party customers to generate additional sources of revenue and cash flows over time.
Details of Trust's holding in ISCIMPL
The Trust holds 100.0% of the outstanding equity share capital of ISCIMPL at a carrying cost of ? 100 crore. The Trust has also extended loans aggregating ? 5,050 crore to ISCIMPL as under:
(a) Trust Loan 1: Trust has extended to ISCIMPL ? 2,928.00 crore from the proceeds of the initial offer of Units pursuant to ‘Staggered Interest Loan agreement entered into with ISCIMPL.
(b) Trust Loan 2: Trust had extended ? 2,122.00 crore from the proceeds of its borrowings to ISCIMPL pursuant to ‘Fixed Interest Loan agreement entered into with ISCIMPL.
FINANCIAL INFORMATION AND OPERATING EXPENSES OF THE TRUST
Summary of Audited Standalone and Consolidated Financial Information of the Trust for the financial year ended March 31, 2024, is as follows:
-
Key operating expenses of the Trust for the financial year ended March 31, 2024, are as follows:
Audited Standalone and Consolidated Financial Information of the Trust for the financial year ended March 31, 2024, along with the Report of Auditors thereon forms part of this Annual Report.
DETAILS OF UNITS ISSUED BY THE TRUST
The Trust undertook an initial offer of its units vide placement memorandum dated October 25, 2023, and raised ? 3,048.00 crore by the issue of 30,48,00,000 Units at an issue price of ? 100 per Unit.
The units of the Trust were privately listed on BSE Limited with effect from October 26, 2023.
During the year under review and as on date of this Report, no units have been bought-back by the Trust.
Credit Rating
During the year under review, the Trust had obtained a credit rating from CARE Ratings Limited ("CARE"), who had assigned "CARE AAA/Stable" ratings vide its letter dated August 25, 2023. Further, CARE has reaffirmed the ratings of the Trust at "CARE AAA/Stable" on April 15, 2024.
SUMMARY OF THE VALUATION AS PER THE FULL VALUATION REPORT AS AT THE END OF THE YEAR
As per SEBI InvIT Regulations and amendments thereon, an annual valuation of the assets of the Trust are conducted by an independent valuer at the end of the financial year ending as on March 31, 2024. For this purpose, the Trust and Investment Manager appointed BDO Valuation Advisory LLP ("the Valuer") to carry out fair valuation of the InvIT Assets in accordance with the SEBI InvIT Regulations as on March 31, 2024 (the "Valuation Date").
The Valuer have estimated the Enterprise Value of the InvIT Asset using Discounted Cash Flows ("DCF") method under the Income Approach. For the purpose of this valuation exercise, they were provided with the financial projections of ISCIMPL by the management of the Trust as on the valuation date. The projections were based on the best judgement of the management on the future cash flows.
Based on the methodology and assumptions discussed above, the Enterprise Value ("EV") of ISCIMPL adjusted for lease assets, is arrived at Z 5,803.8 crore as on the Valuation Date.
VALUATION OF ASSETS AND NET ASSET VALUE ("NAV")
The EV of ISCIMPL has been determined by the Valuer at Z 5,803.8 crore as on the Valuation Date i.e. March 31, 2024. Further the value of equity shares of ISCIMPL has been determined at Z 115 crore.
Please note the NAV of Units as on March 31, 2024, on standalone basis:
Please note the NAV of Units as on March 31, 2024, on consolidated basis:
* Refers to the enterprise value of ISCIMPL adjustedfor cash and cash equivalents and investments as per the consolidated balance sheet (Z 118.27 crore as on March 31, 2024), capital advances and advance income taxes paid (Z 28.86 crore as on March 31, 2024) and other assets and liabilities of Trust on standalone basis that are not eliminated pursuant to consolidation (negative Z 5.07 crore as on March 31, 2024) less stamp duty payments estimated not provided for in the books (Z 30.00 crore as on March 31, 2024) and aggregatedfor other current liabilities and trade payables on consolidated basis from the balance sheet (Z 19.45 crore as on March 31, 2024)
INVESTMENT MANAGER OF THE TRUST
Infinite India Investment Management Limited was appointed as the Investment Manager ("IM") of the Trust pursuant to the provisions of SEBI InvIT Regulations and the Investment Management Agreement dated August 18, 2023, executed between Infinite India Investment Management Limited and Axis Trustee Services Limited, in the capacity of Trustee to the Trust (the "Trustee"). The said Investment Management Agreement was amended on February 23, 2024, pursuant to the SEBI circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2023/153 dated September 11, 2023.
A. Details of Infinite India Investment Management Limited (Investment Manager) as on March 31, 2024
The Investment Manager is a wholly owned subsidiary of JM Financial Limited. The Investment Manager has over 10 years of experience in fund management, being the investment manager of JM Financial Property Fund, a real estate focused venture capital fund registered with the SEBI under the SEBI (Venture Capital Funds) Regulations, 1996.
Further, neither the Investment Manager nor any of the promoters or directors of the Investment Manager: (i) are debarred from accessing the securities market by SEBI; (ii) are promoters, directors or persons in control of any other company or a sponsor, investment manager or trustee of any other infrastructure investment trust or an infrastructure investment trust which is debarred from accessing the capital market under any order or direction made by SEBI; or (iii) are persons who are categorized as wilful defaulters by any bank or financial institution, as defined under the Companies Act, 2013, or consortium thereof, in accordance with the guidelines on wilful defaulters issued by RBI.
Further, in accordance with the eligibility criteria specified under the SEBI InvIT Regulations, the Investment Manager had a consolidated net worth of not less than ? 10 crore as on March 31, 2024.
Board of Directors of the Investment Manager as on March 31, 2024 are mentioned below:
Brief Profile of Directors of Investment Manager is provided below:
1. Ms. Dipti Neelakantan - Non-Executive Director (DIN: 00505452)
Ms. Dipti Neelakantan retired in mid- 2019 as Group Chief Operating Officer and part of the Firm Management at JM Financial Group. She has nearly four decades of professional experience in the financial and capital markets. Ms. Neelakantan joined the JM Financial group in the year 1981 as a trainee and grew in various disciplines and position.
Her bouquet of experience consists of various capacities, locations and disciplines spanning across corporate governance, risk management, financial structuring, end to end delivery of capital market transactions, mergers and acquisition advisory, non-banking financial activities, active engagement for regulatory approvals, syndication, compliance, stock broking, fund management, sales and distribution of financial products.
Having been a director of various companies in JM Financial group for several years, she has a deep understanding of Board procedures, responsibilities and governance angles as well as corporate risk management.
During her career, she has been actively engaged with various policy makers including SEBI and RBI for development of regulatory framework and continuous reforms in financial and capital markets.
She has been a member of various committees of SEBI. She is also a member of FICCI's Capital Market Committee and CII's National Committee on Financial Markets.
Ms. Neelakantan is a fellow member of the Institute of Company Secretaries of India and a graduate in Commerce from Sydenham College, Mumbai
2. Mr. Adi Patel - Non-Executive Director (DIN: 03303448)
Mr. Adi Patel joined the Merchant Banking Division in November, 1993 and is currently the Managing Director of the holding company viz., JM Financial Limited and holds a Bachelor's degree in Commerce and is also a qualified Chartered Accountant.
He has executed some landmark M&A / restructuring transactions for some of the leading business houses in India.
Over the last 30 years, he has developed strong relationships with leading Indian and global clients across various Industry segments and has advised them on numerous strategic M&A / restructuring transactions
3. Mr. Sridhar Vadiyanadhan - Non-Executive Director (DIN: 03303448)
Mr. Sridhar is a project management professional, with a degree in Mechanical Engineering and has a post-graduate degree in Industrial Engineering & Operations Research. He has extensive experience in of the area of project management across several industries including petrochemicals, exploration & production and telecommunication industry.
4. Mr. Rajendra Dwarkadas Hingwala - Independent Director (DIN: 00160602)
During his 38 years of service as Director / Partner with PricewaterhouseCoopers Private Limited (PwC), Mr. Rajendra Hingwala's area of work included advising on various provisions of Double Taxation Avoidance Agreements, direct and indirect tax implications of acquiring undertakings / companies, structuring of business transactions, compliance of tax laws including litigation support and structuring of investment by foreign entities in India through various investment routes.
5. Mr. Shailesh Shankarlal Vaidya - Independent Director (DIN: 00002273)
Mr. Shailesh Vaidya is a practicing Advocate and Solicitor. He is a partner in M/s. Kanga and Company, a reputed firm of Advocates & Solicitors, which is more than 131 years old law firm in Mumbai. He has completed his law graduation from Government Law College, Mumbai in the year 1981 and became a Solicitor in the year 1983. He is a partner of M/s. Kanga and Company, Solicitors, since the year 1985.
He specializes in Property and Corporate Law matters. His name and firm reference features in "Guide to the World's Leading Real Estate Lawyers", 7th Edition, published by Legal Media Group, United Kingdom. His firm has been awarded India Business Law Journal Award for best legal practice in "Construction and Real Estate" from 2008 to 2020. His firm is also ranked by LEGAL 500 and Chambers Asia Pacific as one of the top Firms in Real Estate. Asia Law, 2020 mentions him as a leading lawyer in Real Estate. India Business Law Journal has recently ranked him as one of India's Top 100 lawyers in the ‘A' List published in November 2021 issue.
Mr. Vaidya is a past President of the prestigious Indian Merchant's Chamber (now known as IMC Chamber of Commerce and Industry). He has been past President of Rotary (centennial year) of the Rotary Club of Bombay Queen City and associated as Trustee / advisor with several educational / social organizations.
6. Ms. Riddhi Bhimani - Independent Director (DIN: 10072936)
Ms. Riddhi Bhimani is a postgraduate in marketing and has over fifteen years of diversified work experience in the areas of sales, marketing and operations in the FMCG and Retail Industry. She
inter alia possesses skills in leadership role, corporate governance, risk management and strategic planning.
She has driven various key projects in Risk Consulting, Corporate Governance and Enterprise Risk Management during her tenure with Ernst and Young (India) for several multinational as well as domestic companies. She has a wide experience in policy documentation, financial / non-financial controls and process re-engineering.
Committees of the Board of Directors of the Investment Manager
In Compliance with the mandatory requirements of SEBI InvIT Regulations, IM has constituted following Committees consisting of below members:
A) InvIT Committee:
1. Ms. Dipti Neelakantan - Chairperson
2. Mr. Shailesh Vaidya
3. Mr. Raj endra Hingwala
B) Audit Committee
1. Mr. Rajendra Hingwala - Chairman
2. Ms. Dipti Neelakantan
3. Ms. Riddhi Bhimani
C) Nomination and Remuneration Committee
1. Mr. Shailesh Vaidya - Chairman
2. Mr. Rajendra Hingwala
D) Stakeholders' Relationship Committee
3. Mr. Sridhar Vaidyanadhan
E) Risk Management Committee
1. Mr. Sridhar Vaidyanadhan - Chairman
2. Ms. Riddhi Bhimani
3. Ms. Janisha Shah
The terms of reference of the abovementioned Committees are mentioned on the website of the Trust viz., www.intelsupplychaininfra.com
Details of the holding of the Investment Manager and its Directors in the Trust
During the year under review, neither the Investment Manager nor any of its directors held any units of the Trust.
Net Worth of Investment Manager
Net Worth of the Investment Manager as per its latest Annual Audited Standalone Financial Statements for the financial year ended March 31, 2024, is in line with the requirement specified under regulation 4(2)(e) of the SEBI InvIT Regulations.
Functions, Duties and Responsibilities of the Investment Manager
The functions, duties and responsibilities of the Investment Manager of the Trust, were in accordance with the SEBI InvIT Regulations. Half of the Directors on the Board of the Investment Manager are Independent Directors having extensive and relevant experience.
B. Codes/Policies
In line with the requirements of amended SEBI InvIT Regulations and in order to adhere to the good governance practices for the Trust, the Investment Manager has adopted various policies and codes in relation to the Trust, which are explained as under:
1. Distribution policy
The Distribution Policy provides a structure for distribution of the net distributable cash flows of the Project SPV to the Trust and the Trust to the Unitholders. Pursuant to the SEBI circular dated December 6, 2023, providing for a revised framework for computation of net distributable cash flow (NDCF) by InvITs, the IM has also amended its distribution policy to align it with the requirements of the SEBI circular effective April 01, 2024.
2. Policy on appointment of Auditor and Valuer
This Policy on appointment of Auditor and Valuer provides a framework for ensuring compliance with applicable laws with respect to appointment of auditor and Valuer to be followed by the Trust.
3. Borrowing policy
The Borrowing policy has been adopted to outline the process for borrowing monies in relation to the Trust, to ensure that all funds borrowed in relation to the Trust are in compliance with the SEBI InvIT Regulations.
4. Policy on Related Party Transactions
The Policy has been adopted to regulate the transactions of the Trust with its Related Parties based on the laws and regulations applicable to the Trust and best practices.
5. Policy for Determining Materiality of Information for Periodic Disclosures
The policy outlines the process and procedures for determining materiality of information in relation to periodic disclosures required to be made to trustee and the unitholders in relation to the Trust.
6. Nomination and Remuneration Policy
The policy outlines the process and procedures for selection and appointment of the Board of Directors and reflects the philosophy and principles relating to the remuneration of the Board, key managerial personnel, Senior Management Personnel and other employees of the Investment Manager and the Trust.
7. Policy for Evaluation of the Performance of the Board of Directors of the Investment Manager
The policy has been adopted to outline the process for formal evaluation made by the Board of its own performance (self-appraisals) and that of its committees, chairman and independent directors of Investment Manager.
8. Policy for Familiarization Programmes for Independent Directors of the Investment Manager
The policy has been adopted to outline the procedures to familiarise the independent directors with their roles, rights, responsibilities in relation to the Investment Manager and the Trust.
9. Policy on Unpublished Price Sensitive Information and Dealing in Securities by the parties to the Trust
The policy outline process and procedures for dissemination of information and disclosures in relation to the Trust on the website of the Trust, to the stock exchanges and to all stakeholders at large. The purpose of the Policy is also to ensure that the Trust and Investment Manager complies with applicable law, including the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended or supplemented, including any guidelines, circulars, notifications and clarifications framed or issued thereunder, or such other Indian laws, regulations, rules or guidelines prohibiting insider trading and governing disclosure of material, unpublished price sensitive information.
10. Policy to Promote Diversity on the Board of Directors of the Investment Manager
The policy has been devised to recognise the benefits of having diverse board ensuring equality and appropriate mix in the Board of Investment Manager.
11. Risk Management Policy
The policy has been established to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business of the Trust.
12. Policy on Succession Planning
The policy has been devised for orderly succession for the Board and Senior Management Personnel of Investment Manager and to ensure smooth functioning of Trust Business by continued effective performance through leadership and management continuity.
13. Whistle Blower and Vigil Mechanism Policy
The policy has been established to report genuine concerns and provide adequate safeguards against the victimisation of Directors and/or employees of Investment Manager or any other parties to the Trust.
14. Code for Prevention of Insider Trading
The Code has been devised to comply with the regulatory requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and/or such other laws, regulations, rules or guidelines. The Code aims to ensure fair disclosure of unpublished price sensitive information and to regulate, monitor and report trading by the Designated Persons of the Trust.
SPONSOR OF THE TRUST
Reliance Retail Ventures Limited (the "Sponsor"/"RRVL") is the Sponsor of the Trust. The Sponsor was incorporated in India under the Companies Act, 1956. The Sponsor was considered as a ‘deemed' public company under Section 43A of the Companies Act, 1956 with effect from June 25, 2007, and accordingly, the word ‘private' was deleted. Subsequently, the name of the Sponsor was changed from Reliance Commercial Associates Private Limited to Reliance Retail Ventures Limited and a fresh certificate of incorporation was issued on August 27, 2013. Currently, the corporate identification number of the Sponsor is U51909MH2006PLC166166.
The Sponsor's registered office is situated at 4th Floor, Court House, Lokmanya Tilak Marg, Dhobi Talao, Mumbai 400 002.
There has been no change in the Sponsor during the financial year ended March 31, 2024 and as on the date of this Report.
Board of Directors of the Sponsor as on March 31, 2024, are mentioned below:
TRUSTEE OF THE TRUST
Axis Trustee Services Limited is the Trustee of the Trust (the "Trustee"). The Trustee is a registered intermediary with SEBI under the SEBI (Debenture Trustees) Regulations, 1993, as a debenture trustee having registration number IND000000494 and is valid until suspended or cancelled. The Trustee's registered office is situated at Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025 and corporate office is situated at The Ruby, 2nd Floor, SW, 29, Senapati Bapat Marg, Dadar West, Mumbai- 400 028.
The Trustee is a wholly-owned subsidiary of Axis Bank Limited. As Trustee, it ensures compliance with all statutory requirements and believes in the highest ethical standards and best practices in corporate governance. It aims to provide the best services in the industry with its well trained and professionally qualified staff with a sound legal acumen. The Trustee is involved in varied facets of debenture and bond trusteeships, including, advisory functions and management functions. The Trustee also acts as a security trustee and is involved in providing services in relation to security creation, compliance and holding security on behalf of lenders.
The Trustee is also involved in providing services as (i) a facility agent for complex structured transactions with advice on suitability of the transaction on operational aspects; (ii) an escrow agent; (iii) a trustee to alternative investment funds; (iv) custodian of documents as a safe-keeper; (v) a trustee to real estate investment funds etc.
The Trustee confirms that it has and undertakes to ensure that it will at all times, maintain adequate infrastructure personnel and resources to perform its functions, duties and responsibilities with respect to the Trust, in accordance with the SEBI InvIT Regulations, the Indenture of Trust and other applicable law.
The Trustee is not an Associate of the Sponsor, or the Investment Manager. Further, neither the Trustee nor any of the promoters or directors of the Trustee (i) are debarred from accessing the securities market by SEBI; (ii) is a promoters, directors or persons in control of any other company or a sponsor, investment manager or trustee of any other infrastructure investment trust or an infrastructure investment trust which is debarred from accessing the capital market under any order or direction made by SEBI; or (iii) are persons who are categorized as wilful defaulters by any bank or financial institution, as defined under the Companies Act, 2013, or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI.
Board of Directors of the Trustee as on March 31, 2024:
Details of the Board of Directors of the Trustee as on March 31, 2024 are mentioned below:
During the year under review, Mr. Rajesh Kumar Dahiya and Mr. Ganesh Sankaran resignedfrom the Board of Directors of the company with effect from January 15, 2024. Mr.Prashant Ramrao Joshi and Mr. Sumit Bali were appointed as directors on the board of the Trustee with effect from January 16, 2024.
INFORMATION OR REPORT PERTAINING TO SPECIFIC SECTOR OR SUB-SECTOR THAT MAY BE RELEVANT FOR AN INVESTOR TO INVEST IN UNITS OF THE INVIT
There is no specific update / information pertaining to specific sector or sub-sector that may be relevant for an investor to invest in units of the InvIT.
DETAILS OF CHANGES DURING THE YEAR
A. Change in clauses in the trust deed, investment management agreement or any other agreement entered into pertaining to the activities of the Trust
There is no change in clauses in the trust deed, investment management agreement or any other agreement entered into pertaining to the activities of the Trust as on March 31, 2024 other than the amendment required to be made to the Indenture of Trust and the Investment Management Agreement pursuant to the SEBI Circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2023/153 dated September 11, 2023 providing for nomination rights to eligible unitholders on the board of an investment manager.
B. Any regulatory change that has impacted or may impact cash flows of the underlying project
There are no regulatory changes that has impacted or may impact the cash flows of the underlying project as on the date of the report.
C. Addition and divestment of assets including the identity of the buyers or sellers, purchase or sale prices and brief details of valuation for such transactions
During the year ISCIMPL incurred total capex of ? 33 crore in addition to the acquisition of assets described in the Asset Purchase and Sale Agreement dated August 17, 2023, described in the final placement memorandum.
D. Changes in material contracts or any new risk in performance of any contract pertaining to the Trust
Nil
E. Any legal proceedings which may have significant bearing on the activities or revenues or cash flows of the Trust
There are no material litigations and regulatory actions pending against the Trust as on March 31, 2024, which may have significant bearing on the activities or revenues or cash flows of the Trust.
F. Other material changes during the year
PROJECT-WISE REVENUE OF THE TRUST
The Trust was formed on August 17, 2023, and was registered as an infrastructure investment trust under SEBI InvIT Regulations on February 27, 2023.
During the previous year under review, on October 25, 2023, the Trust acquired 100.00% of the equity share capital of ISCIMPL which is the only SPV in terms of the SEBI InvIT Regulations under the Trust. Please see details of the standalone and consolidated revenue of the Trust for the financial year ended March 31, 2024.
Details of revenue of the Trust on standalone and consolidated basis
UPDATE ON THE DEVELOPMENT OF UNDER-CONSTRUCTION PROJECTS
Not applicable.
DETAILS OF OUTSTANDING BORROWINGS AND DEFERRED PAYMENTS OF THE TRUST INCLUDING ANY CREDIT RATING(S), DEBT MATURITY PROFILE, GEARING RATIOS OF THE INVIT AS AT THE END OF THE YEAR
Details of borrowings or repayment of borrowings on standalone and consolidated basis are as follows:
As on March 31, 2024, the Trust had borrowings of ? 2,122.00 crore. These borrowings have a maturity period of more than 10 years.
The consolidated borrowings and deferred payments net of cash and cash equivalents of the Trust as a % of the value of InvIT Assets was within the limits specified for the same under the SEBI InvIT Regulations.
Debt maturity profile is disclosed in the financial statements which form a part of this annual report.
PAST PERFORMANCE OF THE TRUST WITH RESPECT TO UNIT PRICE, DISTRIBUTIONS MADE AND YIELD FOR THE LAST 5 YEARS, AS APPLICABLE
The Units of the Trust were listed on the BSE Limited with effect from October 26, 2023 and there has not been any active trading in the units of the Trust.
Distributions made by the Trust
Pursuant to the provisions of SEBI InvIT Regulations and in line with the Distribution Policy, the Investment Manager has made timely distributions to the unitholders.
The details of distributions declared and made during the year ended March 31, 2024, is as below:
DETAILS OF ALL RELATED PARTY TRANSACTIONS DURING THE YEAR, THE VALUE OF WHICH EXCEEDS FIVE PERCENT OF VALUE OF THE TRUST
There were no related party transactions entered into by the Trust that exceeded 5% of the value of the InvIT Assets during the year ended March 31, 2024, post the initial offer of units on October 25, 2023, that have not been described in the final placement memorandum dated October 25, 2023.
For further details, please refer Related Party disclosures in the Audited Financial Statements.
DETAILS REGARDING THE MONIES LENT BY THE TRUST TO THE HOLDING COMPANY OR THE SPECIAL PURPOSE VEHICLE IN WHICH IT HAS INVESTMENT
As on March 31, 2024, the Trust has only one SPV i.e. ISCIMPL. The Trust has lent an aggregate amount of ? 5,050.00 crore to ISCIMPL as of March 31, 2024.
BRIEF DETAILS OF MATERIAL AND PRICE SENSITIVE INFORMATION
All material and price sensitive information in relation to the Trust for the period under review was made to BSE Limited in accordance with the provisions of the SEBI InvIT Regulations and other applicable laws.
The Trust has devised and maintained a Structured Digital Database (SDD) in compliance with Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.
BRIEF DETAILS OF MATERIAL LITIGATIONS AND REGULATORY ACTIONS WHICH ARE PENDING AGAINST THE INVIT, SPONSOR(S), INVESTMENT MANAGER, PROJECT MANAGER(S) OR ANY OF THEIR ASSOCIATES AND THE TRUSTEE, IF ANY, AT THE END OF THE YEAR
There are no material litigation or regulatory actions, in each case against the Trust, the Sponsor, the Investment Manager, the Project Manager, or any of their Associates and the Trustee, that are currently pending and that have any impact on the structure or activities of the Trust.
RISK FACTORS
Risks Related to the Warehouse SPV's Business and Industry
• RRVL is expected to contribute substantially towards all of the Warehouse SPV's revenues. Accordingly, the Warehouse SPV's results of operations and financial condition are linked to those of RRVL. As a result, any and all the factors that may adversely affect the business of RRVL would adversely and materially affect the results of operations and financial condition of the Warehouse SPV. Further, any delay in payments from RRVL would materially and adversely affect the Warehouse SPV's cash flows and distributions to our Unitholders.
• Our results may be adversely affected by future unforeseen events, such as the outbreak of the Novel Coronavirus ("COVID-19"), or a similar outbreak, adverse weather conditions, natural disasters, civil disturbances, terrorist attacks or threats, future epidemics or pandemics or other catastrophic events.
• Termination of our leases or inability to renew and maintain our leasing agreements with the landlords would materially and adversely affect our business, operations and financial position.
• Competition in the warehousing and supply chain industry may create pricing pressures that materially and adversely affect us.
Risks Related to our Organization and the Structure of the Trust
• The Trust is a recently settled trust with no established operating history and no historical financial information and, as a result, investors may not be able to assess its prospects on the basis of past records.
• The Valuation Report, is not an opinion on the commercial merits of the Trust or the Warehouse SPV, nor is it an opinion, expressed or implied, as to the future trading price of the Units or the financial condition of the Trust upon listing, and the valuation contained therein may not be indicative of the true value of the Warehouse SPV's assets.
Risks Related to the Trust's Relationships with the Trustee, Sponsor, the Investment Manager and Project Manager
• The Investment Manager is required to comply with certain ongoing reporting and management obligations in relation to the Trust. We cannot assure you that the Investment Manager will be able to comply with such requirements.
• We depend on the Investment Manager, the Project Manager and the Trustee to manage our business and assets, and our financial condition, results of operations and cash flows and our ability to make distributions may be harmed if the Investment Manager, Project Manager or the Trustee fail to perform satisfactorily. The rights of the Unitholders to recover claims against them are limited.
Risks Related to Ownership of the Units
• The price of the Units may decline after the Issue.
• The regulatory framework governing infrastructure investment trusts in India is relatively new and the interpretation and enforcement thereof involve uncertainties, which may have a material, adverse effect on the ability of certain categories of investors to invest in the Units, our business, financial condition and results of operations and our ability to make distributions to the Unitholders.
Risks Related to Tax
• Changes in legislation or the rules relating to tax regimes could materially and adversely affect our business, prospects and results of operations.
• Tax laws are subject to changes and differing interpretations, which may materially and adversely affect our operations.
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