By the Investment Manager and details of assets of the Trust
Economic Overview
Global Economy
In 2023, the global economy demonstrated remarkable resilience amidst considerable monetary tightening and persistent policy uncertainties. Economic expansion exceeded initial forecasts across several major developed and developing nations. However, projections suggest a slowdown in global growth from 2.7% in 2023 to 2.4% in 2024. This deceleration was attributed to elevated debt levels, rising borrowing costs, sluggish global trade and escalating geopolitical tensions. Additionally, the worlds largest economies face restrained growth, stringent financial liquidity and diminishing fiscal flexibility, posing significant challenges for many developing and transitioning economies.
South Asia experienced a GDP surge of approximately 5.3% in 2023, driven largely by robust growth in India. However, the regions future industrial operations may be hindered by strict financial liquidity, economic disparities and increased Demand Side Management (DSM) measures necessitated by climate changes. These factors could significantly impact the economic landscape in the coming year, posing formidable challenges for sustained growth and stability.
Indian Economy
In the concluding quarter of 2023, Indias economy experienced a significant upswing, achieving its fastest growth rate in one and a half years, driven by robust manufacturing and construction activities. This culminated in an impressive 8.4% growth rate, surpassing economists expectations of 6.6%. The resilience of urban consumer demand was evidenced by strong GST collections, surging auto sales, and double-digit credit growth, all indicative of sustained consumer optimism.
On the supply side, the expansion of manufacturing and services Purchasing Managers Index (PMI) underscored substantial momentum in Indias economic growth trajectory. While private industrial capital spending initially lagged, it is poised to accelerate, spurred by ongoing supply chain diversification and favourable responses to the Government initiatives aimed at bolstering key manufacturing sectors. Additionally, rising capacity utilisation, robust credit expansion and optimistic business sentiments collectively signal an improving outlook for private investment in the country.
India is set to maintain its status as the fastest-growing economy among G-20 nations, a position further bolstered by favourable forecasts from the World Bank. Projections indicate an economic growth of 7.5% for FY 2024, moderating to 6.6% in 2025. Particularly, domestic credit issuance surged by 14% year-on-year in December 2023, with the non-performing loan ratio declining to 3.2%, surpassing regulatory capital adequacy requirements. Despite a decline in foreign direct investment, foreign portfolio investments have risen, boosting foreign reserves.
Looking ahead, robust growth is anticipated in Indias services and industrial sectors, supported by construction and real estate activities. Medium-term projections suggest a decline in fiscal deficit and the Governments debt, underpinned by strong output growth and Government consolidation efforts. Overall, the outlook for Indias economy remains positive, with strong growth dividends expected from public investments in the coming years.
Asset Overview
Summit Digitel Infrastructure Limited (SPV 1)
Summit Digitel Infrastructure Limited (formerly known as Summit Digitel Infrastructure Private Limited)
("Summit Digitel/SDIL") marked the Trusts inaugural investment in a revenue-generating infrastructure business. Acquired on August 31, 2020, SDIL focuses on establishing and maintaining passive tower infrastructure. This includes providing Tower Infrastructure Services to meet the macro tower needs of MNOs. SDILs assets include Ground-Based Towers (GBT), Narrow-Base Towers
(NBT), Roof Top Towers (RTT), Roof Top Poles (RTP), and Cell on Wheels (COW).
From an initial portfolio of 1,35,671 towers in 2020, SDILs assets grew to 1,74,451 towers by August
2023, with intermediate counts of 1,51,594 and 1,56,557 in the FY 2021-22 and FY 2022-23 respectively. As of March 31, 2024, the Trust held 100% ownership of SDIL.
| Type | Towers (Nos.) | Towers (%) |
| Ground Base Tower (GBT) | 1,19,492 | 68% |
| Ground Based Mast (GBM) | 17,766 | 10% |
| Roof Top Towers / Poles (RTT/RTP) | 35,909 | 21% |
| Cell on wheels (COW) | 1,284 | 1% |
| Total | 1,74,451 | 100% |
As one of Indias largest telecom infrastructure providers, SDIL is dedicated to fostering robust partnerships with stakeholders. Boasting a strategic tower footprint and superior backhaul connectivity, Summit Digitel has secured Master Service Agreements (MSAs) with major MNOs such as Reliance Jio Infocomm Limited (RJIL), Bharti Airtel Limited (Airtel), Vodafone Idea Limited (Vodafone Idea) and Bharat Sanchar Nigam Limited (BSNL). Notably, RJIL is an anchor tenant on all SDIL towers under a pioneering 30-year MSA. As of March 31, 2024, SDIL had a total of 1,85,130 tenancies from RJIL, Airtel, Vodafone Idea and BSNL.
The rapid surge in smartphone usage, the Internet of Things (IoT) and cloud services is driving unprecedented data consumption, straining current infrastructure and necessitating significant investment in future-proof solutions. This data surge presents both a challenge and a lucrative opportunity for the telecom infrastructure sector. Recognizing this, Summit Digitel has 4G and 5G ready network, with best-in-class uptime and pan India presence, thus solidifying its leadership position in the market.
Crest Digitel Private Limited (HoldCo)
In a strategic enhancement of its telecommunications portfolio, the Trust acquired Crest Digitel Private Limited (formerly known as Space Teleinfra Private Limited) ("Crest Digitel/CDPL"), on March 10, 2022, in accordance with SEBI InvIT Regulations. Established in 2011, CDPL specialises in providing telecom infrastructure solutions, including Outdoor Small Cells (ODSC), In-Building Solutions (IBS) and Roof Top Towers. This acquisition significantly bolsters the Trusts strategic infrastructure capabilities, aligning with its long-term growth objectives, positioning CDPL as a rapidly expanding entity in the micro towers sector, delivering robust voice and data connectivity.
As of March 31, 2024, CDPL managed 5,271 sites with 6,020 tenancies, underscoring its rapid growth trajectory and substantial market presence.
| Site Type | Site Count | Tenancy Count |
| Retail & Institutional | 672 | 1,166 |
| Metro | 135 | 304 |
| Airport | 25 | 56 |
| Subtotal IBS | 832 | 1,526 |
| Small Cell & RTP | 4,439 | 4,494 |
| Total | 5,271 | 6,020 |
Operational Performance
Summit Digitel Infrastructure Limited
In FY 2024, Summit Digitel reinforced its status as a pivotal player in Indias digital infrastructure landscape. With an expansive network encompassing 174,451 towers as of March 31, 2024, the company facilitated robust infrastructure sharing. This strategic framework empowers MNOs to deploy advanced technologies such as 5G, thereby accelerating digital adoption and economic growth nationwide. Summit Digitel posted a consistent growth in revenue with healthy margins, underpinned by strong operational performance and site uptime across the portfolio during FY 2024.
A key driver of Summit Digitels success is its strategic tower network, which provides optimal network coverage and enhances operator efficiency. However, the companys standout feature is its industry-leading uptime (average 99.97% during FY 2024). This exceptional performance is anchored by stringent agreed Service Level Agreements (SLAs), ensuring consistent and reliable network availability—a critical attribute for MNOs striving to deliver uninterrupted user experiences anytime and anywhere.
Summit Digitels business has a distinct advantage of its strategic locations and unparalleled infrastructure availability. The companys diverse portfolio, high standards of Health, Safety, Security, and Environment (HSSE) compliance, impressive loading and sharing capacity, and new tenancies, combined with a substantial network expansion of 17,894 new towers in FY 2024, have solidified its market leadership and demonstrated efficient resource utilisation.
Summit Digitel maintains an exclusive and modern tower portfolio, primed to expedite the rollout of 4G/5G technologies for MNOs. The companys rigorous approach to onboarding new sharers onto its tower sites includes comprehensive technical feasibility assessments, considering factors such as tower height, type, environmental conditions, existing equipment, and local regulations etc. This meticulous process ensures accurate assessment and utilisation of tower capacity and enables the implementation of innovative solutions, including capacity augmentation.
Customer centricity remains at the core of Summit Digitels operations. A notable achievement during the year was the new initiative to upgrade its Customer Order Management Portal to a world-class system, enhancing the overall customer experience.
Continuing its commitment to business excellence, Summit Digitel conducted its annual Customer Satisfaction Survey ("CSAT") To identify improvement areas, this survey benchmarks performance against industry standards. It covers all functions and the organization as a whole, including leadership engagements at both circle and corporate levels. The CSAT includes all customers and their Key Decision Makers (KDMs). The results, comprising scores and verbatim comments, are reviewed internally and translated into actionable items with designated owners for continuous improvement.
Crest Digitel Private Limited
In FY 2024, Crest Digitel focused on consolidating its market position and expanding its portfolio of digital connectivity infrastructure solutions. Significant advancements were made in the In-Building Solutions (IBS) and Small Cell segments, driving growth and meeting evolving customer needs, with approximately 50% growth in overall tenancies. Crest Digitel continued its dominance as the leading IBS player and maintained a strong second position in the Small Cells segment, achieving impressive market share gains.
Crest Digitels performance in FY 2024 was robust, marked by substantial year-over-year revenue growth. The Small Cells segment contributed significantly to business revenue, and the Company recorded steady improvement in its EBITDA highlighting operational efficiency and profitability. Operational performance remained strong, with IBS sites maintaining uptime levels of over 99.99%. These achievements underscore Crest Digitels commitment to operational excellence and customer satisfaction, further strengthened by automation initiatives such as the launch of a Vendor Management System (VMS) and mobile field execution tools.
Financial Performance
The consolidated financial statements have been prepared in accordance with the requirements of the SEBI InvIT Regulations, as amended from time to time read with the SEBI Master circular number SEBI/HO/DDHS-PoD-2/P/CIR/2023/115 dated July 6, 2023 ("SEBI Circular"); Indian Accounting Standards as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS"), to the extent not inconsistent with the SEBI InvIT Regulations, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Brief details of consolidated financial performance of the Data InvIT for the financial year ended March 31, 2024 is as under:
| Particulars | FY2023-24 | FY2022-23 |
| Revenue from Operations | 128,775 | 110,998 |
| Interest Income | 2,534 | 415 |
| Gain on sale of Mutual Fund (including net gain on fair valuation) | 635 | 379 |
| Other Income | 1,565 | 654 |
| EBITDA (excluding non-operating income) | 48,408 | 42,359 |
| EBITDA Margins (%) | 38% | 38% |
| Pro t before Tax | 11,094 | 7,928 |
Data InvIT has allotted 32,000 redeemable, listed and rated non-convertible debentures of a nominal value of Rs1,00,000 each aggregating Rs3,200 million, redeemable at single instalment at par on December 18, 2026. The said NCDs were listed on BSE Limited on January 9, 2024. The said NCDs were rated "CRISIL AAA/Stable" by CRISIL Ratings Limited vide rating rationale issued on December 28, 2023.
During the year, on August 30, 2023, CRISIL Ratings Limited assigned "CRISIL A1+" rating to the Commercial Paper aggregating to Rs9,500 million issued by Trust. Further, on November 30, 2023, CRISIL Ratings Limited assigned "CRISIL AAA; Stable" to the NCD issued by the Trust, re-affirmed Trusts corporate credit rating as "CRISIL AAA; Stable" and re-affirmed "CRISIL A1+" to the Commercial Paper issued by Trust.
During the year, the Board of Directors of BIP India Infra Projects Management Services Private Limited of Trust, on January 4,
2024, approved the acquisition of 100% interest in American Tower Corporations Indian tower business entity i.e. ATC Telecom
Infrastructure Private Limited for an enterprise value of Rs165 billion (~US $ 2 billion) (subject to pre-closing terms).
Subsequently in January 2024, post announcement of acquisition of Indian Business of American Tower Company (ATC), CRISIL Ratings Limited placed the Corporate Credit Rating and NCD rating on Rating Watch with Developing Implications "CRISIL AAA (RWD)" and CARE Ratings Limited placed the issuer rating on Rating Watch with Developing Implications "CARE AAA (RWD)" and further re-affirmed the same within 30 days of the end of the financial year 2023-24 on April 26, 2024 and April 10, 2024, respectively, in accordance with the SEBI InvIT Regulations.
During the year under review, SDILs debt securities and borrowings have been re-affirmed as AAA/Stable by CRISIL Limited,
CARE Ratings Limited and ICRA Limited. Further, the rating for 2.875% Senior Secured Notes aggregating to US $ 500 million, issued by SDIL in August 2021 have also been re-affirmed as BBB- (Stable) i.e. Investment Grade rating by S&P Global Ratings and Fitch Ratings Limited.
The principal business of the Trust is setting up and maintaining passive tower infrastructure and related assets and providing passive tower infrastructure services in India. Based on the guiding principles given in Ind AS 108 "Segment Reporting", this activity falls within a single business and geographical segment and accordingly segment-wise position of business and its operations is not applicable to the Trust.
Health, Security, Safety and Environment
Summit Digitel Infrastructure Limited
Summit Digitel relentlessly pursues a Zero Harm objective, upholding exemplary HSSE standards across all operations. We champion best-in-class health and safety practices, particularly in high-risk activities like electrical work, tasks at elevated heights, and road travel. SDILs safety leadership is embedded at all levels, fostering a culture where safety is foundational.
The Risk Management and ESG Committee also oversees our Business Responsibility Policy. SDIL believes all work-related injuries are preventable and continuously monitor safety Key Performance Indicators ("KPIs") SDILs safety scorecard improved from 79% to 84% in the last financial year.
SDILs HSSE management approach, encapsulated by the TAGG (Train, Audit, Guide, and Govern) strategy, ensures systematic risk identification and mitigation across domains such as Electrical,
Height, and Road safety. SDILs dedicated HSSE team has delivered over 1.1 million man-hours of training to field personnel, emphasising critical safety aspects.
SDIL conducts regular site visits as part of its safety governance, with over 11,500 inspections completed to date. In FY 2023-24 alone, SDIL performed 6,215 site visits, resolving 98% of the 28,276 findings, incorporating these insights into our operations.
During FY 2023-24, SDIL achieved a Lost Time Injury Frequency Rate (LTIFR) of 0.0398, a 59% improvement from the previous year. No serious safety incidents (SSI) involving employees or contractors were reported.
To enhance safety practices, SDIL updated the ‘Summit Works application, including site inspection checklists,
Permit To Work (PTW) modules, and event-driven notifications. Our Family Connect initiative extends safety education to the families of our on-ground team members and business partners.
SDILs dedication to safety was further demonstrated during the 53 National Safety Week, with the launch of Project Supraniti to promote safety through mentorship and pledges.
Crest Digitel Private Limited
Crest Digitel prioritises rigorous hazard identification, risk management, and the establishment of control barriers to maintain a "Zero Harm" workplace. CDPL has successfully operated for 558 consecutive days without any serious accidents.
In FY 2023-24, the HSSE performance showed significant improvement. The Business Safety Score Card performance has increased from 85% in April 2023 to 96% in March 2024. Robust compliance processes, such as
‘Permit to Work, were thoroughly implemented at all levels, with high rates of auditing and self-assessment.
CDPL emphasises strong training and development, with 91% of our Deployment Team receiving Height Certification and extensive training on safety protocols. CDPLs operations team received Lock Out & Tag Out training, with 88% trained in managing electrical energy risks. Incident Reporting and Safety Habits training reached a compliance rate of 97.5%.
Two strategic initiatives were launched: the Toolbox Talk Digital Book, which enhances field team awareness of risks, and a 3D animated Pole Erection Video, which outlines safe methodologies for pole erection. These resources are available in English and local languages to ensure comprehensive understanding.
Details of revenue during the year from the underlying project
SDIL is engaged in the business of providing tower infrastructure and related operations and maintenance services in telecom sector (GBT, GBM, RTT/RTP, COW). CDPL is engaged in business of building, maintaining, leasing, renting and dealing in infrastructure for the telecom sector (IBS and Small Cell).
During the financial year ended March 31, 2024, SDIL has generated a revenue of 1,25,094 million from its operations and 3,110 million as other income. CDPL has generated a revenue of 3,681 million from its operations and 59 million as other income.
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 and previous year ended March 31, 2023, are as follows:
| Particulars | Financial Year ended March 31, 2024 | Financial Year ended March 31, 2023 | ||
| Standalone | Consolidated | Standalone | Consolidated | |
| Total Income | 43,021 | 133,509 | 40,673 | 112,446 |
| Total Expenditure | 1,179 | 122,415 | 631 | 104,518 |
| Pro t before tax | 41,842 | 11,094 | 40,042 | 7,928 |
| Less: Provision for tax | ||||
| Current tax | 2 | 74 | 10 | 118 |
| Related to earlier years | (9) | (23) | - | (7) |
| Deferred Tax Credit | - | (149) | - | (150) |
| Pro t for the year | 41,849 | 11,192 | 40,032 | 7,967 |
| Other comprehensive loss | - | (560) | - | (214) |
| Total comprehensive income for the year | 41,849 | 10,632 | 40,032 | 7,753 |
Expenses of the Trust for the financial year ended March 31, 2024 and previous year ended March 31, 2023, are as follows:
| Particulars | Financial Year ended March 31, 2024 | Financial Year ended March 31, 2023 |
| Investment Manager Fees | 28 | 28 |
| Legal, Professional and advisory fees | 170 | 16 |
| Trustee Fee | 2 | 2 |
| Project Manager Fees | 24 | 24 |
| Payment to Auditors | 33 | 31 |
| Finance Cost | 462 | - |
| Valuation Fee | 3 | 1 |
| Annual Listing fee | 1 | 2 |
| Rating fee | 10 | 1 |
| Other expenses | 446 | 526 |
| Total | 1,179 | 631 |
Further, the Audited Standalone and Consolidated Financial Information of the Trust for the financial year ended March 31, 2024 along with the Report of Auditors thereon, as approved by the Audit Committee and Board of Directors of BIP India Infra Projects Management Services Private Limited ("BIP/Company/new IM"), acting in its capacity as Investment Manager of Data InvIT, at its meeting held on May 16, 2024, forms part of this Annual Report.
DETAILS OF UNITS ISSUED BY THE TRUST
Units
The Trust had issued 2,52,15,00,000 units at an Issue Price of 100 each aggregating to 2,52,150 million on March 31, 2019, which were listed on BSE Limited w.e.f. September 1, 2020.
Pursuant to the approval granted by the erstwhile Data InvIT Committee of the Board of Directors of the erstwhile Investment Manager i.e. Brookfield India Infrastructure Management Private Limited, the Trust had issued and allotted 2,87,00,000 units at an Issue Price of 110.46 each aggregating to 3,170.20 million, on rights basis, on March 3, 2022, which were listed on BSE Limited w.e.f. March 7, 2022.
Pursuant to the approval granted by the unitholders of the Trust, the Trust had further issued and allotted 5,28,00,000 units at an Issue Price of 110.46 each aggregating to 5,832.28 million, on preferential basis on March 8, 2022, which were listed on BSE Limited w.e.f. March 17, 2022.
The aggregate number of units issued by the Trust as on March 31, 2024 is 2,60,30,00,000 units. During the year under review and as on the date of this Report, nil units have been bought-back by the Trust.
Credit Rating
The Trust has obtained rating from CARE Ratings Limited ("CARE"), which has assigned "CARE AAA/Stable" rating (pronounced as Triple A with Stable outlook) to the Trust on January 4, 2022. During the year under review, CARE had reviewed and placed the ratings under Rating Watch Under Developing Implications "CARE AA (RWD)" on January 12, 2024 in view of the announcement made by Data InvIT relating to the acquisition of ATCs Indian Business. CARE had further re-affirmed this rating on April 10, 2024. The same has been submitted to BSE Limited in compliance with the SEBI InvIT Regulations and circulars issued thereunder.
The Trust had obtained credit rating from CRISIL Limited ("CRISIL") which had assigned "CRISIL AAA/Stable" rating to the Trust on June 6, 2023. Further, CRISIL had rated the Commercial Paper raised by the Trust as "CRISIL A1+" on August 30, 2023. CRISIL had further rated the Non-Convertible Debentures (NCD) as CRISIL AAA /Stable on November 30, 2023. CRISIL had placed the Corporate Credit Rating and NCD rating on Rating Watch with Developing Implications "CRISIL AAA (RWD)" on January 17, 2024 in light of the announcement made by Data InvIT relating to the aforesaid acquisition of ATCs Indian Business. On April 26, 2024, CRISIL has re-affirmed the rating on Commercial Paper as CRISIL A1+ and Corporate Credit Rating and NCD rating as "CRISIL AAA (RWD)"
The aggregate consolidated borrowings and deferred payments of Data InvIT and its Special Purpose Vehicles and Holdco i.e. SDIL, CDPL, RDIPL and CVNPL (net of cash and cash equivalents) are within the prescribed threshold specified under the SEBI InvIT Regulations.
During the year under review, SDILs debt securities and borrowings have been re-affirmed as AAA/Stable by CRISIL, CARE and ICRA Limited. Further, the rating for 2.875% Senior Secured USD Notes issued by SDIL have also been re-affirmed as BBB- (Stable) i.e. Investment Grade rating by S&P Global Ratings and Fitch Ratings Limited.
During the year under review, CDPLs borrowings have been rated AA+ by ICRA Limited.
SUMMARY OF THE VALUATION AS PER THE FULL VALUATION REPORT AS AT THE END OF THE YEAR
Pursuant to the approval of the Board of Directors of erstwhile Investment Manager, BDO Valuation Advisory LLP, Registered Valuer (IBBI Registration Number: IBBI/RV-E/02/2019/103) ("Valuer"), was appointed as the Valuer of the Trust to carry out the valuation of Trust Assets for FY 2023-24 in accordance with the SEBI InvIT Regulations.
In terms of the provisions of Regulation 10 of the SEBI InvIT Regulations, the Valuation Report dated May 16, 2024 for the financial year ended March 31, 2024, issued by the Valuer of the Trust, has been filed with BSE Limited on May 16, 2024 and the same is also available on the website of the Trust at www.datainfratrust.com. The Valuation Report is also attached as Annexure A to this Report.
As per the Valuation Report, Trust Assets have been valued at 6,36,196 million using under Income Approach. Discounted Cash Flow Method has been used to arrive at the enterprise value of the Trust Asset.
VALUATION OF ASSETS AND NET ASSET VALUE ("NAV")
Pursuant to the provisions of Regulation 10 of the SEBI InvIT Regulations, the NAV of the Trust was computed based on the valuation done by the Valuer and the same has been disclosed as part of the Audited Financial Information of the Trust filed with BSE Limited on May 16, 2024 and is also available on the website of the Trust at www.datainfratrust.com.
Standalone Statement of Net Assets of the Trust at Fair Value as at March 31, 2024 is as under:
| Particulars | Financial Year ended March 31, 2024 | Financial Year ended March 31, 2023 | ||
| Book Value | Fair Value | Book Value | Fair Value | |
| A. Assets | 299,680 | 339,107 | 295,612 | 346,313 |
| B. Liabilities as re ected in balance sheet | 15,949 | 15,949 | 6,935 | 6,935 |
| C. Net Assets (A-B) | 283,731 | 323,158 | 288,677 | 339,378 |
| D. Number of Units (No. in Million) | 2,603 | 2,603 | 2,603 | 2,603 |
| E. NAV per Unit (C/D) | 109.00 | 124.15 | 110.90 | 130.38 |
INVESTMENT MANAGER ("IM") OF THE TRUST AND CHANGES THEREIN
Brookfield India Infrastructure Manager Private Limited ("BIIMPL/erstwhile IM") was appointed as the Investment Manager of the Trust with effect from October 13, 2020 pursuant to the provisions of the SEBI InvIT Regulations and the Investment Management Agreement dated September 25, 2020 ("BIIMPL IMA"), executed between BIIMPL and Axis Trustee Services Limited, in the capacity of Trustee to the Trust ("Trustee").
During the year, pursuant to Clause 14.2 of the BIIMPL IMA and in accordance with the applicable provisions of the SEBI InvIT Regulations, BIIMPL has tendered its resignation as the Investment Manager of the Trust vide its letter dated September 29, 2023.
Accordingly, pursuant to the prior approval of unitholders of the Trust at its Extra Ordinary General Meeting held on October 23, 2023 and approval of Securities and Exchange Board of India ("SEBI") vide its letter dated December 11, 2023, obtained by the Trustee for change in the Investment Manager of the Trust in terms of the provisions of Regulation 9(15) and other applicable provisions of SEBI InvIT Regulations, and pursuant to the Investment Management Agreement dated December 7, 2023 (effective from December 11, 2023), executed between BIP and the Trustee, BIP has been appointed as the new IM of the Trust w.e.f. December 12, 2023 and BIIMPL has ceased to be the investment manager of Data InvIT w.e.f. close of business hours of December 11, 2023.
A. Details of Brookfield India Infrastructure Manager Private Limi ted i.e., erstwhile IM, as on December 11, 2023
Pursuant to the applicable provisions of the SEBI InvIT Regulations and the Investment Management Agreement dated September 25, 2020 executed between BIIMPL and the Trustee, BIIMPL was appointed as the Investment Manager of the Trust with effect from October 13, 2020.
BIIMPL was a wholly-owned subsidiary of Brookfield Manager Holdings Limited ("BMHL"), an entity incorporated in Hamilton, Bermuda, on December 1, 2022 - an affiliate of Brookfield Corporation ("BN"). BIIMPL acts as a common investment manager to all the existing and proposed infrastructure investment trusts set up by the Brookfield Group from time to time, in terms of the SEBI InvIT Regulations. Accordingly, pursuant to informal guidance issued by SEBI on March 12, 2020, BIIMPL was permitted to act as a Common IM to the Trust and India Infrastructure Trust ("Pipeline InvIT") set up by Brookfield under the SEBI InvIT Regulations.
Board of Directors of BIIMPL
The details of Board of Directors of BIIMPL as on December 11, 2023 are as under:
| Sr. No. Name of Director | Designation | Director Identification Number ("DIN") |
| 1 Mr. Sridhar Rengan | Non-executive Director ("NED") and Chairperson | 03139082 |
| 2 Mr. Arun Balakrishnan | Non-executive Independent Director ("ID") | 00130241 |
| 3 Mr. Jagdish Kini | Non-executive ID | 00518726 |
| 4 Ms. Radhika Haribhakti | Non-executive ID | 02409519 |
| 5 Mr. Prateek Shroff | NED | 09338823 |
| 6 Ms. Rinki Ganguli | NED | 10172545 |
Further, changes in the composition of the Board of Directors of the erstwhile Investment Manager during the period are as under:
| Sr. No. Name of Director | Designation |
| 1 Ms. Swati Mandava | Resigned as an NED w.e.f. May 25, 2023 |
| 2 Mr. Prateek Shroff | Appointed as an Additional NED w.e.f. May 26, 2023 |
| 3 Mr. Chetan Desai | Resigned as an ID w.e.f. May 31, 2023 |
| 4 Mr. Narendra Aneja | Resigned as an ID w.e.f. May 31, 2023 |
| 5 Ms. Radhika Haribhakti | Appointed as Additional ID with effect from June 1, 2023 |
| 6 Mr. Jagdish Kini | Appointed as Additional ID with effect from June 1, 2023 |
| 7 Mr. Arun Balakrishna | Appointed as Additional ID with effect from June 1, 2023 |
| 8 Ms. Rinki Ganguli | Appointed as Additional NED with effect from June 1, 2023 |
Functions, Duties and Responsibilities of the erstwhile IM
During the period for which BIIMPL acted as the IM of the Trust, the functions, duties and responsibilities of BIIMPL in the capacity of IM of the Trust, were in accordance with the BIIMPL IMA and the SEBI InvIT Regulations. During its tenure as an IM, 50% of the Board of Directors of the erstwhile IM comprised of Independent Directors, having extensive and relevant experience.
Data InvIT Committee of the erstwhile IM
Considering that BIIMPL was acting as a common IM to Data InvIT and Pipeline InvIT, hence, in order to ensure good governance and clear segregation of the management and operations of both the InvITs being managed by the Company, the Board had constituted two InvIT Committees, namely ‘Data InvIT Committee and ‘Pipeline InvIT Committee, for managing and administering respective InvITs and its assets, and had delegated the authority and responsibility of overseeing all the activities of the IM that pertain to the management and operation of the respective InvITs in accordance with the SEBI InvIT Regulations, respective Trust Documents, BIIMPL IMA and other applicable laws, to the respective InvIT Committees. The operation and functioning of both the Committees were under the strict supervision of the Board of Directors of the Company.
As per the terms of reference of the aforesaid Committees, a periodic report was submitted by the respective Committees to the Board during the period, to ensure oversight and guidance on the activities of the two InvITs.
Further, the Board had approved and adopted an Administration Policy to provide for a framework in relation to the internal compliance, governance and segregation of activities of various InvIT Committees set up from time to time.
Pursuant to the resignation of the erstwhile IM, the Data InvIT Committee of the Board of BIIMPL was dissolved w.e.f. December 12, 2023.
SEBI vide its notification bearing reference no. LAD-NRO/GN/2014-15/10/1577 dated February 14, 2023, had made various amendments in the SEBI InvIT Regulations thereby requiring significant changes in the governance structure of the investment manager to discharge its obligations under the SEBI InvIT Regulations effective from April 1, 2023.
Further, pursuant to the request made by BIIMPL, acting in its capacity as the IM for Data InvIT and Pipeline InvIT, SEBI had granted 2 months extension (i.e., upto May 31, 2023) to comply with the corporate governance norms.
Accordingly, BIIMPL, in its capacity as the IM of Data InvIT and Pipeline InvIT, had constituted the following committees and adopted their respective charters w.e.f. June 1, 2023: A. Audit Committee
B. Nomination and Remuneration Committee C. Stakeholders Relationship Committee D. Risk Management Committee
Hence, BIIMPL was in compliance with the SEBI InvIT Regulations for Data InvIT till the date of cessation as its IM.
B. Details of BIP i.e. new IM, effective December 12, 2023
BIP, having Corporate Identification Number: U74999MH2017FTC303003, was incorporated under the Companies Act, 2013.
Pursuant to approval of the Unitholders for appointment of new Investment Manager for the Trust by the Trustee in line with the provisions of SEBI InvIT Regulations and pursuant to the Investment Management Agreement dated December 7, 2023, executed between BIP and the Trustee, BIP has been appointed as the new Investment Manager of the Trust w.e.f. December 12, 2023.
Board of Directors of BIP
The details of Board of Directors of BIP as on March 31, 2024 and as on the date of this Report are as under:
| Sr. No. Name of Director | Designation | DIN |
| 1 Ms. Pooja Aggarwal | NED and Chairperson | 07515355 |
| 2 Mr. Dhananjay Joshi | Managing Director | 09096270 |
| 3 Mr. Chetan Desai* | Additional Non-executive ID | 03595319 |
| 4 Mr. Emmanuel David Gootam* | Additional Non-executive ID | 09771151 |
| 5 Mr. Jagdish Kini | Non-executive ID | 00518726 |
| 6 Ms. Radhika Haribhakti | Non-executive ID | 02409519 |
| 7 Mr. Sunil Srivastav | Non-executive ID | 00237561 |
| 8 Ms. Helly Ajmera* | Additional NED | 10240609 |
| 9 Mr. Jason Chan Sian Chuan* | Additional NED | 02265678 |
| 10 Mr. Prateek Shroff | NED | 09338823 |
*appointed w.e.f. May 17, 2024.
In compliance with the SEBI InvIT Regulations amended with effect from August 18, 2023 and SEBI Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/ 2023/153 dated September 11, 2023, the unitholder(s) holding not less than 10% (Ten Percent) of the total outstanding units of an InvIT, either individually or collectively, ("Eligible Unitholder(s)"), are entitled to nominate 1 (One) Unitholder Nominee Director on the Board of Directors of the Investment Manager. Accordingly, pursuant to the intimation given to the Unitholders, BIP, had received nomination from two Eligible Unitholder(s). In compliance with the said SEBI InvIT Regulations and SEBI Circular read with Policy on Nomination of Unitholder Nominee Directors, the Investment Manager appointed Ms. Helly Ajmera and Mr. Jason Chan Sian Chuan on the Board of the Company. w.e.f. May 17, 2024.
For the period from December 12, 2023 till the date of report, other than the above, Mr. Varun Saxena (DIN: 09797032) & Ms. Megha Dua (DIN: 10202867) have resigned as the NEDs of the Company w.e.f. close of the board meeting on December 12, 2023.
Brief profile of the directors is provided in this Annual Report.
Board Composition and meetings
In compliance with the applicable laws and regulations, BIP has an optimum combination of Executive, Non executive Directors and Independent Directors, including a Woman Director. As on March 31, 2024, the Board of BIP comprises of 6 (six) Directors, of whom 1 (one) is Executive (Managing Director), 3 (three) Non-executive Independent Directors (including one (1) Woman Director) and 2 (two) Non-executive Directors (including one (1) Woman Director).
The Board comprises of qualified directors who posses required skills, expertise and competencies that allow them to make effective contributions to the Board and its committees.
The Board meets at regular intervals to discuss and decide on strategies, policies and reviews the nancial performance of the Trust and the Company. During the period commencing from December 12, 2023 till March 31, 2024, the Board had 6 (six) meetings and the meetings were conducted through Video Conferencing ("VC") in compliance with the SEBI InvIT Regulations and relevant circulars issued thereunder. The requisite quorum was present in all the meetings. The intervening gap between two consecutive meetings was less than one hundred and twenty days i.e. in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
The Board of Directors of the investment manager reviews compliance reports every quarter pertaining to all laws applicable to the Trust as well as steps taken to rectify instances of non-compliances. Further, the information in accordance with Schedule VII of the SEBI InvIT Regulations was placed before the Board of Directors. Notice and agenda, including the detailed notes on the matters to be considered at the meeting, in terms of the SEBI InvIT Regulations read with the SEBI Listing Regulations, are circulated to all the Directors within the prescribed timelines.
Further, Third Annual General Meeting ("AGM") of the Unitholders was held on July 24, 2023, through VC, in line with the applicable provisions of the SEBI InvIT Regulations and relevant circulars issued thereunder.
Secretarial Compliance Report:
As per Regulation 26J of SEBI InvIT Regulations, M/s MMJB & Associates, Practicing Company Secretaries has conducted audit for secretarial compliance report of the Trust for the financial year ended March 31, 2024 and the same is annexed as Annexure B.
The Annual Secretarial Compliance Report for the financial year 2023-24 has also been submitted to BSE Limited within the stipulated timeline. The same is also available on the website of the Trust i.e. www.datainfratrust.com
Compliance Report on governance:
In compliance with Regulation 26K of SEBI InvIT Regulations read with master circular for InvITs, the Company, in its capacity of IM of the Trust, submits quarterly and annual compliance reports on governance to the stock exchange within the stipulated timelines. The said compliance reports on governance are available on the Trusts website i.e. www.datainfratrust.com and on the stock exchanges website i.e. www.bseindia.com. The compliance reports on governance for the financial year 2023-24 submitted upto the date of this report are annexed herewith as Annexure C.
Committees of the Board
Pursuant to Regulation 26G of the SEBI InvIT Regulations read with the SEBI Listing Regulations, BIP, in its capacity as the IM of the Trust, has constituted the following committees and adopted their respective charters w.e.f. December 12, 2023: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Risk Management Committee
The Committees meet at regular intervals and take necessary steps to perform their duties entrusted by the Board. There is seamless ow of information between the Board and its Committees, as the Committees report their recommendations and opinions to the Board, which in turn supervises the functioning of the Committees. The minutes of the meetings of all the Committees are placed before the Board for its review.
Details of Board Committees:
Audit Committee:
Pursuant to the SEBI InvIT Regulations read with the SEBI Listing Regulations, BIP has during the period under review, constituted an Audit Committee, meeting the composition prescribed thereunder with a minimum of two-third of its members (including Chairman) being Independent Directors. All members are non-executive directors, are nancially literate and have accounting or related nancial management expertise. The Chairperson of the Committee possesses professional quali cations in the eld of Finance and Accounting.
The Committee, inter-alia, is entrusted with the responsibility to supervise the Companys and the Trusts internal controls and nancial reporting process. The composition, quorum, powers, role and scope of the Committee are in accordance with the provisions of the SEBI Listing Regulations. The Committee is governed by a Charter, which is in line with Regulation 18 read with Part C of Schedule II of the SEBI Listing Regulations.
The composition of the committee as on the date of this Report is as follows:
| Sr. No. Name | Designation/Category | Date of appointment |
| 1 Mr. Chetan Desai | ID, Chairperson | May 17, 2024 |
| 2 Mr. Jagdish Kini | ID, Member | December 12, 2023 |
| 3 Mr. Sunil Srivastav | ID, Member | December 12, 2023 |
| 4 Ms. Radhika Haribhakti | ID, Member* | December 12, 2023 |
| 5 Ms. Pooja Aggarwal | NED, Member | December 12, 2023 |
*Ms. Haribhakti ceased to be a chairperson of the committee w.e.f. May 17, 2024. However, she continues as a member of the committee.
During the period commencing from December 12, 2023 till March 31, 2024, the committee met once, in compliance with the requirement of the SEBI Listing Regulations.
Nomination and Remuneration Committee ("NRC"):
Pursuant to the SEBI Listing Regulations, the Company has during the period under review, constituted the NRC. The composition, quorum, powers, role and scope of the Committee are in accordance with the provisions of the SEBI Listing Regulations.
The terms of reference of the Committee, inter-alia, includes formulation of criteria for determining quali cations, positive attributes and independence of a director, recommendation of persons to be appointed to the Board and Senior Management and specifying the manner for effective evaluation of performance of Board, its Committees, Chairperson and individual directors, recommendation of remuneration policy for directors and Senior Management, formulation of criteria for evaluation of performance of independent directors and the Board, devising a policy on Board diversity and such other matters as may be prescribed by the SEBI Listing Regulations. The Committee is governed by a Charter, which is in line with Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations.
The composition of the committee as on the date of this Report is as follows:
| Sr. No. Name | Designation/Category | Date of appointment |
| 1 Mr. Emmanuel David Gootam | ID, Chairperson | May 17, 2024 |
| 2 Mr. Jagdish Kini | ID, Member* | December 12, 2023 |
| 3 Mr. Sunil Srivastav | ID, Member | December 12, 2023 |
| 4 Ms. Radhika Haribhakti | ID, Member | December 12, 2023 |
*Mr. Kini ceased to be a chairperson of the committee w.e.f. May 17, 2024. However, he continues as a member of the committee.
During the period commencing from December 12, 2023 till March 31, 2024, the committee met once, in compliance with the requirement of the SEBI Listing Regulations.
Stakeholders Relationship Committee ("SRC"):
Pursuant to the SEBI Listing Regulations, the Company has during the period under review, constituted the SRC. The Committee, inter alia, is entrusted with the overall responsibility to oversee various aspects of the interests of stakeholders of the Company and the Trust.
The composition, quorum, powers, role and scope of the Committee are in accordance with the provisions of the Act and the SEBI Listing Regulations. The Committee is governed by a Charter, which is in line with Regulation 20 read with Part D of Schedule II of the SEBI Listing Regulations.
The composition of the committee as on the date of this Report is as follows:
| Sr. No. Name | Designation/Category | Date of appointment |
| 1 Mr. Chetan Desai | ID, Chairperson | May 17, 2024 |
| 2 Mr. Dhananjay Joshi | Managing Director, Member | December 12, 2023 |
| 3 Mr. Emmanuel David Gootam | ID, Member | May 17, 2024 |
| 4 Ms. Radhika Haribhakti* | ID, Member* | December 12, 2023 |
*Ms. Haribhakti ceased to be a chairperson of the committee w.e.f. May 17, 2024. However, she continues as a member of the committee.
During the period commencing from December 12, 2023 till March 31, 2024, the committee met once, in compliance with the requirement of the SEBI Listing Regulations.
Risk Management Committee ("RMC"):
Pursuant to the SEBI Listing Regulations, the Company has during the period under review, constituted the RMC. The Committee, inter-alia, is entrusted with the responsibility of formulating a Risk Management Policy, monitoring and overseeing its implementation, including evaluating the adequacy of risk management systems, ensuring that the Company and the Trust conducts its activities in a responsible manner and implement and monitor the ESG framework and ful ll its oversight responsibilities in relation to HSSE function.
The composition, quorum, powers, role and scope of the Committee are in accordance with the provisions of the SEBI Listing Regulations. The Committee is governed by a Charter, which is in line with the applicable provisions of the Regulation 21 read Part D of Schedule II of the SEBI Listing Regulations.
The composition of the committee as on the date of this Report is as follows:
| Sr. No. Name | Designation/Category | Date of appointment |
| 1 Mr. Dhananjay Joshi | Managing Director, Chairperson* | December 12, 2023 |
| 2 Mr. Emmanuel David Gootam | ID, Member | May 17, 2024 |
| 3 Ms. Radhika Haribhakti | ID, Member | December 12, 2023 |
| 4 Mr. Vineet Sirpaul | Chief Risk Of cer, Member | December 12, 2023 |
*Mr. Joshi was appointed as the chairperson of the committee w.e.f. May 17, 2024.
During the period commencing from December 12, 2023 till March 31, 2024, the committee met once, in compliance with the requirement of the SEBI Listing Regulations.
Details of the unit holding by BIP and its Directors in the Trust
As on the date of this Report, neither BIP nor any of its Directors holds any units of the Trust.
Net Worth of BIP
Net Worth of BIP 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. There is no erosion in the net worth of BIP as compared to the net worth as per its last financial statements.
Functions, Duties and Responsibilities of the Investment Manager
During the period under review, duties and responsibilities of BIP in the capacity of IM of the Trust, were in accordance with the BIP IMA and the SEBI InvIT Regulations. As on March 31, 2024, the Board of BIP comprises of six directors and half of its Directors as Independent Directors, including one woman Independent Director, having extensive and relevant experience.
Key Employees of the new IM
Pursuant to the requirement of the SEBI InvIT Regulations, the Board of BIP, the new IM, has appointed and designated the following employees of the Company, w.e.f. December 12, 2023:
| Sr. No. Name | Designation | Relevant SEBI InvIT Regulation under which the employee meets the eligibility criteria |
| 1 Mr. Dhananjay Joshi | Managing Director | Regulation 4(2)(e)(ii) & (iv) |
| 2 Mr. Inder Mehta | Chief Financial Of cer | Regulation 4(2)(e)(ii) & (iii) |
| 3 Mr. Vineet Sirpaul | Chief Risk Of cer | Regulation 4(2)(e)(ii) & (iii) |
| 4 Ms. Farah Irani | Compliance Of cer | Regulation 10(25) |
C. Codes/Policies
In line with the requirements of the SEBI InvIT Regulations read with the SEBI Listing Regulations and in adherence to the good governance practices for the Trust, the BIP Board had adopted/re-adopted various policies and codes, adopted by the erstwhile IM, in relation to the Trust.
(i) Distributions Policy
The Distribution Policy provides a structure for distribution of the net distributable cash flows of Special Purpose Vehicles/Holdco to the Trust and the Trust to the Unitholders. During the year under review, the Distributions Policy was amended to adopt the revised framework for computation of Net Distributable Cash Flow ("NDCF"), as prescribed by SEBI vide its circular dated December 06, 2023. The amended Distributions Policy is effective from April 1, 2024.
(ii) Code of conduct for prohibition of insider trading
The Code of Conduct for Prohibition of Insider Trading ("Insider Trading Code") is adopted in order to ensure fair disclosure of unpublished price sensitive information and to regulate, monitor and report trading by the Designated Persons towards achieving compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and aims to outline process and procedures for dissemination of information and disclosures in relation to the Trust on its website, to the Stock Exchange(s) and to all stakeholders at large. The purpose of the Insider Trading Code is also to ensure that the Trust complies with applicable laws, regulations, rules or guidelines prohibiting insider trading and governing disclosure of material, unpublished price sensitive information.
(iii) Code of Conduct for the Trust and Parties to the Trust
The said Code provides for principles and procedures for the Sponsors, the Investment Manager, the Project Managers, the Trustee and their respective employees, as may be applicable, for ensuring interest of the unitholders and proper conduct and carrying out of the business and affairs of the Trust in accordance with the applicable laws.
(iv) Policy on Appointment of Auditor and Valuer
The policy on appointment of Auditor and Valuer provides a framework for ensuring compliance, in relation to the appointment of Auditor and Valuer, as identified by the Investment Manager, in accordance with the SEBI InvIT Regulations and other applicable laws.
(v) Policy on Related Party Transaction
The policy on Related Party Transactions provides a framework to regulate the transactions of Data InvIT with its Related Parties, in accordance with the SEBI InvIT Regulations and other the applicable laws.
(vi) Borrowing Policy
The Borrowing Policy has been adopted to ensure that all funds borrowed in relation to the Trust are in compliance with the SEBI InvIT Regulations.
(vii) Policy on Nomination of Unitholder Nominee Directors
The Policy lays down a framework and provides guidance in relation to the qualifications and criteria for appointment, removal and evaluation of individuals nominated as the unitholder nominee directors on the Board, as the case may be ("Unitholder Nominee Director") in accordance with the provisions of the SEBI circular on ‘Board nomination rights to unitholders of Infrastructure Investment Trusts (InvIT) dated September 11, 2023, read with the SEBI InvIT Regulations.
(viii) Risk Management Policy
The Risk Management Policy is adopted to establish the principles by which risks will be managed across the Trust and its assets.
(ix) Policy for processing and claiming of unclaimed amount
The policy provides a framework to be followed by the Trust for transfer of unclaimed distribution amounts, initially to an ‘Unpaid Distribution Account, being an escrow account operated and subsequently, to the Investor Protection and Education Fund, and claims thereof by the unitholders.
(x) Code of Conduct for Board Members and Senior Management
The Code outlines the standard of conduct and the values and principles of the Company. This policy sets out the Companys approach and guidelines on preventing, identifying, and disclosing any actual, potential, or perceived Conflict of Interest that may arise during the regular course of business.
(xi) 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, Senior Management Personnel and other employees of the Investment Manager and the Trust.
(xii) Annual Performance Evaluation Policy
The policy has been adopted to outline the process for formal performance evaluation of the Board as a whole, Chairperson and individual directors of the Investment Manager. The criteria have been framed in accordance with the provisions of SEBI InvIT Regulations read with SEBI Listing Regulations which, inter alia, covers various aspects such as attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct and strategy, etc. The said performance evaluation for the FY 2023-24 has been conducted by the Independent Directors, Members of NRC and the Board.
(xiii) Whistle-Blower 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.
(xiv) Code of Business Conduct and Ethics
The policy is adopted to:
1. Ensure the well-being and safety of employees;
2. Be good stewards in the communities in which we operate;
3. Mitigate the impact of our operations on the environment; and
4. Conduct business according to the highest ethical and legal/regulatory standards.
5. The employees dealing with value chain partners have the duty to make them aware of ethical standards that the Company upholds and encourage them to follow the same.
(xv) Archival Policy
The policy has been adopted to determine the period for which the information pertaining to the Trust to be hosted on the website of the Trust and archived thereafter.
(xvi) Policy on Preservation of documents
The Policy aims to provide a comprehensive policy on the preservation and conservation of the records and documents of the Trust.
D. Representatives on the Board of Directors of SDIL, Special Purpose Vehicle ("SPV") of the Trust
In terms of the SEBI InvIT Regulations, majority of the Board of Directors of SDIL i.e. SPV of the Trust, have been appointed by the erstwhile IM, in consultation with the Trustee. During the year under review, there were no changes in the Board Composition of SDIL.
During the year under review, BIIMPL, erstwhile IM had ensured that in every general meeting, including the Tenth Annual General Meeting of SDIL held on September 15, 2023, the voting of the Trust was exercised. Further, no general meeting of SDIL was held post appointment of the new IM, accordingly, voting of Data InvIT was not required to be exercised in the SPV general meetings.
E. Representatives on the Board of Directors of CDPL, Holdco of the Trust
BIIMPL, in consultation with the Trustee, had appointed the majority of the Board of Directors of CDPL i.e. Holdco of the Trust.
During the year under review, the following changes took place in the Board Composition of CDPL:
| Name of the Director & DIN | Nature of change | Effective date of change |
| Ms. Arushi Jamar DIN: 10197897 | Appointed as Additional Director on the Board of CDPL | June 22, 2023 |
| Regularized as Director in the AGM held on September 20, 2023 | September 20, 2023 | |
| Ms. Ritu Singh DIN: 08011599 | Resigned as the Director of CDPL | June 19, 2023 |
During the year under review, BIIMPL had ensured that in every general meeting, including the Twelfth Annual General Meeting of CDPL held on September 20, 2023, the voting of the Trust was exercised. Further, no general meeting of CDPL was held post appointment of the new IM, accordingly, voting of the Data InvIT was not required to be exercised in the Holdco general meetings.
F. Representatives on the Board of Directors of RDIPL, SPV of the Trust
In terms of the SEBI InvIT Regulations, majority of the Board of Directors of the SPV of the Trust, have been appointed by the erstwhile IM, in consultation with the Trustee. During the period from September 8, 2023 to March 31, 2024, the following changes took place in the Board Composition of RDIPL:
| Sr. No. Name | Designation | Date of Appointment | Date of Resignation |
| 1 Mr. Devesh Garg | Director | September 8, 2023 | - |
| 2 Mr. Varun Saxena | Director | September 8, 2023 | - |
| 3 Mr. Anil Mayekar | Director | - | September 8, 2023 |
| 4 Ms. Sayali Deshkar | Director | - | September 8, 2023 |
During the year under review, BIIMPL had ensured that in every general meeting of RDIPL, the voting of the Trust was exercised. Further, no general meeting of RDIPL was held post appointment of the new IM, accordingly, voting of the Data InvIT was not required to be exercised in the SPV general meetings.
G. Representatives on the Board of Directors of CVNPL, SPV of the Trust
In terms of the SEBI InvIT Regulations, majority of the Board of Directors of the SPV of the Trust, have been appointed by the erstwhile IM, in consultation with the Trustee. During the period from September 21, 2023 to March 31, 2024, the existing directors of CNVPL were nominated by the Trust, details of which are as under:
| Sr. No. Name | Designation | Date of Appointment |
| 1 Mr. Darshan Vora | Director | June 22, 2023 |
| 2 Mr. Varun Saxena | Director | July 6, 2023 |
During the year under review, BIIMPL and BIP had ensured that in every general meeting of CVNPL, including the Fourth Annual General Meeting of CVNPL held on September 26, 2023, the voting of the Trust was exercised though Holdco.
SPONSOR OF THE TRUST
A. BIF IV Jarvis India Pte. Ltd.
BIF IV Jarvis India Pte. Ltd. ("Brookfield Sponsor") is a Sponsor of the Trust. The Brookfield Sponsor was incorporated on May 31, 2019 under the laws of Singapore. The Brookfield Sponsor is 100% held by BIF IV India Holdings Pte. Ltd. ("BIF IV India"), a company incorporated in Singapore. The Brookfield Sponsor and BIF IV India are controlled by BN. The registered office of the Brookfield Sponsor is situated at Collyer Quay Centre, 16 Collyer Quay, #19-00 Singapore 049318.
BN together with its affiliates ("Brookfield") has a history of over 115 years of owning and operating assets with a focus on infrastructure, renewable power, property and other real assets. Brookfield currently controls over US $25 billion of assets in India, with over 20,000 employees. BN is listed on the New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSE") and has a market capitalisation of approximately US $ 81.5 billion as on March 31, 2024. Further, Brookfields infrastructure group ("Brookfield Infrastructure") owns and operates one of the largest infrastructure portfolios in the world, with approximately US $191 billion of assets under management as on December 31, 2023. Brookfield Infrastructures publicly listed infrastructure vehicles include Brookfield Infrastructure Partners L.P ("BIP L.P"), a publicly traded infrastructure investor and operator, targeting long-life assets with high barriers to entry that provide essential services to the global economy. BIP L.P is listed on the NYSE and TSE and has a market capitalisation of approximately US $25.4 billion as of March 31, 2024. The Brookfield Sponsor has relied on BN and BIP L.P for meeting the eligibility criteria under the SEBI InvIT Regulations.
Brookfield Sponsor was included as a Sponsor of the Trust, in addition to the Reliance Sponsor, pursuant to the execution of a Deed of Accession to the Trust Deed on August 26, 2020 between the Reliance Sponsor, Brookfield Sponsor and the Trustee.
Directors of the Brookfield Sponsor
The details of Board of Directors of the Brookfield Sponsor as on March 31, 2024 are mentioned below:
| Sr. No. Name of Director | Date of appointment | Identification No. |
| 1 Ms. Ho Yeh Hwa | May 31, 2019 | S7838513H |
| 2 Mr. Liew Yee Foong | May 31, 2019 | S8779790B |
| 3 Mr. Maurice Robert Hendrick Barnes | October 5, 2022 | G3115926T |
| 4 Ms. Talisa Poh Pei Lynn | October 12, 2022 | S9086937Z |
| 5 Mr. Tan Aik Thye Derek | April 29, 2022 | S9339299Z |
| 6 Ms. Tay Zhi Yun | October 12, 2022 | S8945483B |
There has been no change in the directors of the Brookfield Sponsor during the financial year ended March 31, 2024 and as on the date of this Report.
B. Reliance Industrial Investments and Holdings Limited
Reliance Industrial Investments and Holdings Limited ("Reliance Sponsor") is a Sponsor of the Trust. The Reliance Sponsor was incorporated on October 1, 1986 under the Companies Act, 1956 as Trishna Investments and Leasings Private Limited. Subsequently, the name was changed to Reliance Industrial Investments and Holdings Limited with effect from August 6, 1993. The Reliance Sponsors registered office is situated at Office 101, Saffron, Near Centre Point, Panchwati 5 Rasta, Ambawadi, Ahmedabad, Gujarat - 380006.
The Honble National Company Law Tribunal, Mumbai Bench, vide its order dated June 28, 2023 had sanctioned the Scheme of Arrangement between i) Reliance Industries Limited ("RIL"), then holding company of the Reliance Sponsor and its shareholders and creditors; & ii) Reliance Strategic Investments Limited (now known as Jio Financial Services Limited) ("JFSL") and its shareholders and creditors ("Scheme"). Pursuant to the Scheme, RIL had transferred its financial service business including investment in the Reliance Sponsor to JFSL.
The Appointed Date for the Scheme was closing business hours of March 31, 2023. The Effective Date for the Scheme was July 1, 2023. Pursuant to the coming into effect of the Scheme and with effect from the Appointed Date, the Reliance Sponsor became a wholly owned subsidiary of JFSL. The equity shares of JFSL are listed on BSE Limited and National Stock Exchange of India Limited.
Directors of Reliance Sponsor
The details of Board of Directors of the Reliance Sponsor as on March 31, 2024 are mentioned below:
| Sr. No. Name of Director | Date of appointment | DIN |
| 1 Shri. Bimal Manu Tanna | August 25, 2023 | 06767157 |
| 2 Shri. Hital Rasiklal Meswani* | October 20, 2003 | 00001623 |
| 3 Shri. Mahendra Nath Bajpai* | June 30, 2005 | 00005963 |
| 4 Ms. Mohana Venkatachalam | August 25, 2023 | 08333092 |
| 5 Shri. Vinod Mansukhlal Ambani* | June 30, 2005 | 00003128 |
| 6 Ms. Savithri Parekh* | March 28, 2019 | 00274934 |
| 7 Shri. Sethuraman Kandasamy | August 25, 2023 | 00007787 |
*resigned w.e.f. August 26, 2023.
During the year under review, there were no changes in the directors of the Reliance Sponsor, other than as mentioned above.
C. Project Holdings Nine (DIFC) Limited
Project Holdings Nine (DIFC) Limited ("Brookfield Sponsor-II") was incorporated as a private company on July 27, 2021 under the Companies Law, DIFC Law No. 5 of 2018 and the Prescribed Company Regulations 2019, having registration number 4901 and having its registered office at Unit L24-00, Level 24, ICD Brookfield Place, Dubai International Finance Centre, UAE. Brookfield Sponsor-II is controlled by BN.
Pursuant to the requisite approval(s) and Deed of Accession dated May 16, 2024, Brookfield Sponsor II has been inducted as a Sponsor of the Trust with effect from May 16, 2024, in addition to the Brookfield Sponsor and Reliance Sponsor.
Directors of Brookfield Sponsor II
The details of Board of Directors of the Brookfield Sponsor II as on May 16, 2024 are mentioned below:
| Sr. No. Name of Director | Date of appointment |
| 1 Ms. Kriti Malay Doshi | April 14, 2022 |
| 2 Mr. Aanandjit Sunderaj | July 27, 2021 |
| 3 Mr. Ashwath Ravi Vikram | July 27, 2021 |
| 4 Mr. Jonathan Robert Mills | May 1, 2024 |
There has been no change in the director of the Brookfield Sponsor II as on May 16, 2024.
TRUSTEE OF THE TRUST
Axis Trustee Services Limited is the Trustee of the Trust ("Trustee"). The Trustee is a registered intermediary with SEBI under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as a debenture trustee having registration number IND000000494 and is valid until suspended or cancelled. The Trustees registered office is situated at Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400025 and corporate office is situated at The Ruby, 2nd Floor, SW, 29, Senapati Bapat Marg, Dadar West, Mumbai - 400028.
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 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 laws.
There has been no change in the Trustee during the financial year ended March 31, 2024 and as on the date of this Report.
Board of Directors of the Trustee
DIN
Details of the Board of Directors of the Trustee as on March 31, 2024 are mentioned below:
| Sr. No. Name of Director | Date of appointment | DIN |
| 1 Ms. Deepa Rath | May 1, 2021 | 09163254 |
| 2 Mr. Ganesh Sankaran* | April 18, 2019 | 07580955 |
| 3 Mr. Prashant Joshi | January 16, 2024 | 08503064 |
| 4 Mr. Sumit Bali | January 16, 2024 | 02896088 |
| 5 Mr. Rajesh Kumar Dahiya* | July 11, 2018 | 07508488 |
*resigned w.e.f. January 15, 2024
During the year under review and as on the date of the Report, other than as mentioned above, Mr. Arun Mehta and Mr. Parmod Kumar Nagpal have been appointed as Directors of the Trustee w.e.f. May 3, 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
The telecommunications industry is currently undergoing a significant transformation driven by the rapid advancement of 5G technology. This shift presents promising opportunities for investors in the telecom infrastructure sector. With the deployment of 5G networks, there is a growing demand for a denser infrastructure, including base stations and fibre optic cables, to deliver high-speed, low-latency connectivity. This surge in demand extends to infrastructure elements and deployment services, creating a fertile ground for investment. Additionally, the advent of edge computing, necessitated by the real-time capabilities of 5G, is bringing data processing closer to end users, fuelling the need for additional data centres and edge nodes, thus presenting further opportunities for infrastructure providers. The integration of satellite and terrestrial networks is also expanding coverage, particularly in remote areas and for IoT applications, driving the demand for ground station infrastructure and network management solutions.
Furthermore, telecom operators investments in upgrading existing networks to support 5G and expanding coverage to new areas contribute to a steady demand for various infrastructure components. This ongoing evolution of 5G and satellite technologies necessitates continuous innovation in infrastructure solutions, positioning companies specialising in various technologies, and network automation for future growth. The global rollout of 5G is expected to drive sustained expansion in the industry. Companies capable of adapting and innovating within this dynamic landscape are likely to thrive, contributing to the sectors promising prospective outlook.
DETAILS OF CHANGES DURING THE YEAR
a. Clauses in the Trust Deed, Investment Manager Agreement or any other agreement entered into pertaining to the activities of Data InvIT
During the period under review, there has been no amendment in the Indenture of the Trust or any other agreement entered into pertaining to the activities of the Trust, except for the following:
Execution of the Project Management Agreements ("PMAs")
Jarvis Data-Infra Project Manager Private Limited ("JDIPMPL") was incorporated on December 22, 2021 under the Companies Act, 2013. Its registered office is situated at 603, 6th Floor, B Wing, Ashok Enclave, Chincholi Road, Kamla Nagar, Malad (West), Mumbai - 400064, Maharashtra, India.
During the year under review, JDIPMPL has entered into a Project Management Agreement dated September 13, 2023 with the Trustee (on behalf of the Trust), BIIMPL, erstwhile IM and RDIPL to provide project implementation, execution and operations and maintenance services in relation to RDIPL ("RDIPL PMA").
Further, JDIPMPL has also entered into a Project Management Agreement dated September 21, 2023 with the Trustee (on behalf of the Trust), BIIMPL, erstwhile IM and CVNPL, to provide project implementation, execution and operations and maintenance services in relation to CVNPL ("CVNPL PMA").
During the year under review, there have been amendments to the Project Management Agreement dated February 26, 2022 executed between the Trustee, BIIMPL, erstwhile IM, JDIPMPL and CDPL for appointment of JDIPMPL as the Project Manager for CDPL, which was further amended as First amendment agreement dated February 20, 2023. The amendments was related to the key terms of the PMA in its scope of duties and services of the JDIPMPL.
Other agreements entered into pertaining to the activities of the Trust
The Trust has entered into various agreements viz. securities purchase agreements, trustee agreements, etc. for the purpose of acquisition of RDIPL and CVNPL by the Trust.
Execution of new Investment Management Agreement ("IMA")
During the year under review, subject to receipt of SEBI approval, BIP entered into an IMA dated December 7, 2023 with the Trustee of the Trust, pursuant to which BIP has undertaken certain responsibilities of performing actions pertaining to the management and operation of the Trust as the new IM, as required from time to time, in terms of the SEBI InvIT Regulations, the Trust Documents and other applicable laws.
Further, the IMA dated September 25, 2020, executed between BIIMPL i.e. erstwhile IM and the Trustee, has been terminated.
Amendment to the Trust Deed at the Extra-ordinary General Meeting ("EGM") held on October 23, 2023 and March 26, 2024
During the financial year 2023-24, 2 (two) EGMs of the Unitholders were convened. The first EGM was held on October 23, 2023 for amendments to the Trust Deed (i) to comply with the provisions of the SEBI InvIT Regulations and the circulars issued thereunder, more specifically the circular issued by the SEBI dated September 11, 2023 and bearing number SEBI/HO/DDHS-PoD-2/P/CIR/2023/153 to permit eligible Unitholders to nominate such number of directors on the Board of Directors of the investment manager, in the manner and to the extent specified under the SEBI InvIT Regulations; (ii) to amend the principal place of business of the Trust pursuant to the unitholders approval received on December 16, 2022. The second EGM was held on March 26, 2024 for proposed induction of Brookfield Sponsor II as a Sponsor to the Trust, details of both the EGMs, are as below:
1. A new Article 13.9 has been inserted:
The article states the unitholders meeting the eligibility criteria under the SEBI InvIT Regulations have the right to nominate directors to the Board of the Investment Manager as specified by these regulations. The terms for nomination, appointment, and vacation of office for these directors will follow policies set by the Trust or Investment Manager and the SEBI InvIT Regulations.
2. In Recital F and Article 3.3, Name and office of the Trust has been updated as below:
Unit-1, 9th Floor, Tower-4, Equinox Business Park, L.B.S. Marg, Kurla (West), Mumbai - 400070, India.
3. New definition under Article 1.1. (Definitions):
"Brookfield Sponsor II" shall mean Project Holdings Nine (DIFC) Limited, which has acceded to the Indenture pursuant to the deed of accession dated May 16, 2024 executed with the Brookfield Sponsor, the Reliance Sponsor, the Trustee.
4. Substitution of the existing Article 5.1 with the below:
New Clause:
Minimum unitholding requirements applicable to sponsors and members of the sponsor group under the SEBI InvIT Regulations (including the circulars, notifications, clarifications and guidelines issued thereunder, each as amended from time to time) shall be complied with by the Brookfield Sponsor, the Brookfield Sponsor II and/or their respective sponsor group members.
Execution of Deed of Accession
Post completion of the year, Brookfield Sponsor II entered into the Deed of Accession dated May 16, 2024 with the Brookfield Sponsor, Reliance Sponsor and the Trustee of the Trust, for induction of Brookfield Sponsor II as a Sponsor to the Trust.
b. Any regulatory changes that has impacted or may impact cash flows of the underlying projects
Not Applicable for the period under review.
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 projects
During the year, Data InvIT has acquired entire equity share capital of RDIPL on September 8, 2023 at a purchase consideration of Rs0.1 million from the erstwhile shareholders of RDIPL i.e. Ms. Sayali Deshkar and Mr. Anil Mayekar. The fair value of RDIPL was estimated at Rs0.1 million under the Net Asset Value ("NAV") methodology to arrive at the equity value.
Further, during the period, CDPL has acquired entire equity share capital of CVNPL on September 21, 2023 at a purchase consideration of Rs0.74 million approximately from the erstwhile shareholders of RDIPL i.e. Kinetic Holdings 1 Pte Ltd and BIF III India Road Holdings Pte Ltd. The fair value of CVNPL was estimated at Rs0.74 million approximately under the NAV methodology to arrive at the equity value.
d. Borrowings or repayment of borrowings (standalone and consolidated)
| SDIL Standalone | CDPL Standalone | ||||||
| Transaction | Trust | Lenders | Lenders | Trust | RDIPL Trust | Trust Standalone Lenders | Consolidated Lenders |
| Opening Borrowings as on April 1, 2023 | 2,50,000 | 2,94,217 | 1,158 | 4 | - | 2,95,375 | |
| Add: Issuance during the year | |||||||
| Term Loan from | - | 2,875 | 779 | - | - | - | 3,654 |
| Banks Loan from Data | 8,800 | - | - | 705 | 20 | - | - |
| Infrastructure Trust | |||||||
| Non-Convertible | - | 11,756 | - | - | - | 3,207 | 14,963 |
| Debenture Issued | |||||||
| External Commercial Borrowings | - | 10,250 | - | - | - | - | 10,250 |
| Change in Unamortised Upfront Fees outstanding | - | 248 | -2 | - | - | -28 | 217 |
| Foreign currency valuation change in External commercial borrowings | - | 646 | - | - | - | - | 646 |
| Increase in Preference Shares Liability | - | 12 | 0 | - | - | - | 12 |
| Issue of Commercial Papers | - | - | - | - | - | 9,500 | 9,500 |
| Unamortised value of upfront interest deduction on commercial Papers | - | - | - | - | - | -301 | -301 |
| Less: Repayment during the year | |||||||
| Repayment of Loan | - | -22,006 | -260 | -135 | -17.5 | - | -22,266 |
| Repayment of Bank OD | - | - | -6 | - | - | - | -6 |
| Closing Borrowings as on March 31, 2024 | 2,58,800 | 2,97,998 | 1,669 | 574 | 2.5 | 12,377 | 3,12,044 |
Pursuant to SEBI Circular bearing reference no. SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated July 7, 2023, the Trust is not identified as a Large Corporate Borrower.
e. Changes in material contracts or any new risk in performance of any contract pertaining to the Trust
Not Applicable for the period under review.
f. Any legal proceedings which may have significant bearing on the activities or revenues or cash flows of the Trust
SDIL:
During the previous year, SDIL received demand orders for financial year 2019-2020 and 2020-2021 of Rs1,057 million and Rs1,073 million respectively from Bihar GST Authority disallowing the input tax credits utilised by SDIL. SDIL had disputed the aforesaid disallowance. Against the demand for the year 2019-2020, SDIL had filed a writ petition before the Patna High court and the same was dismissed in the current year. During the current year, SDIL has filed Special Leave Petition ("SLP") before Supreme Court. Against the demand for the year financial year 2020-2021, SDIL had filed an appeal before the Appellate authority which was rejected in the current year. SDIL will file appeal before second appellate authority once the same is constituted.
During the current year, SDIL has received demand order of Rs 616 million and Rs533 million for financial year 2021-2022 and 2022-2023 respectively from Bihar GST authorities disallowing the input tax credit utilised by the SDIL. SDIL has filed appeal before first appellate authority for both the years on January 30, 2024 and January 27, 2024, respectively.
Further SDIL has also received demand orders of Rs1,694 million and Rs2,253 million for the financial years 2019-2020 and 2020-2021 respectively from Uttar Pradesh GST Authority disallowing the input tax credit utilised by SDIL. SDIL has filed an appeal before the first Appellate authority for both the years on August 11, 2023.
During the current year, SDIL has received order from Tamil Nadu GST authorities for financial year 2019-2020, 2020-2021 and 2021-2022 disallowing the input tax credit utilised by SDIL. The total demand is Rs288 million. SDIL has filed an appeal before the first appellate authority on August 29, 2023.
SDIL has reviewed the aforesaid orders and does not foresee any provision required in this respect at this stage. SDIL is indemnified by a party for these demands except for Rs1,134 million (previous year Rs107 million).
Municipal Tax:
SDIL based on its assessment of its applicability and tenability of certain municipal taxes, which is an industry wide phenomenon, does not consider the impact of such levies to be material.
Further, in the event these levies are confirmed by the respective authorities, SDIL would recover these amounts from its customers in accordance with the terms of Master Service Agreement.
CDPL:
There are no legal proceedings which may have significant bearing on the activities or revenue or cash flows of the Trust.
RDIPL:
There are no legal proceedings which may have significant bearing on the activities or revenue or cash flows of the Trust.
CVNPL:
There are no legal proceedings which may have significant bearing on the activities or revenue or cash flows of the Trust.
g. Any other material changes during the year
The material changes that have occurred during the year under review and as on the date of this Report as mentioned below:
(i) Ms. Puja Tandon, Company Secretary of BIIMPL, was designated to act as the Compliance Officer of the Company w.e.f. May 23, 2023, to monitor compliances for both Brookfield InvITs. Further, Mr. Chandra Kant Sharma stepped down from the position of Compliance Officer of Data InvIT from close of business hours on May 22, 2023;
(ii) Data InvIT issued Commercial Papers ("CPs") in the form of promissory notes up to an amount not exceeding Rs1,000 crores on September 6, 2023, with a maturity period of up to one year to one or more permitted and eligible investor(s) in accordance with the applicable laws. The said CPs were rated "CRISIL A1+" by CRISIL Ratings Limited vide rating rationale issued on August 30, 2023;
(iii) In the month of August and September 2023, in compliance with the SEBI InvIT Regulations and pursuant to the extension granted by SEBI vide letter No. SEBI/HO/DDHS/DDHS/P/OW/2023/ 34812/1 dated August 28, 2023, Sponsor of the Trust i.e. BIF IV Jarvis India Pte. Ltd. sold 33,74,00,000 units, in multiple tranches. Accordingly, as on September 28, 2023, the holding of the Sponsor reduced from 87.96% to 75% and public holding increased to 25%, in compliance with the minimum public unitholding requirement in terms of the SEBI InvIT Regulations;
(iv) SDIL issued and allotted 52,500 Secured, Rated, Listed, Redeemable Non-Convertible Debentures ("NCDs") of the face value of Rs1,00,000 each, aggregating to Rs525 crores, to identified investors, on private placement basis on November 1, 2023 and have been listed on debt segment of National Stock Exchange of India Limited w.e.f. November 2, 2023;
(v) Pursuant to change in the Investment Manager, Ms. Farah Irani, Company Secretary of BIP, was designated to act as the Compliance Officer of the Company w.e.f. December 12, 2023, to monitor compliances for the Trust. Further, Ms.Puja Tandon stepped down from the position of Compliance Officer of Data InvIT w.e.f. December 12, 2023;
(vi) The Board of Directors of BIP, on January 4, 2024, approved the acquisition of 100% interest in American Tower Corporations Indian tower business entity i.e. ATC Telecom Infrastructure Private Limited for an enterprise value of Rs165 billion (~US $ 2 billion) (subject to pre-closing terms). Data InvIT signed a binding agreement on January 4, 2024 and the completion of the acquisition will be subject to unitholders and other regulatory approvals and other customary closing conditions;
(vii) Data InvIT allotted 32,000 Senior, Collateralised but Unsecured for the purposes of the SEBI Regulations, Taxable, Redeemable, Listed, and Rated NCDs aggregating to Rs320 crores on private placement basis dated January 8, 2024. The said NCDs were listed on BSE Limited w.e.f. January 9, 2024. The said NCDs were rated "CRISIL AAA/Stable" by CRISIL
Ratings Limited vide rating rationale issued on December 26, 2023;
(viii) SDIL issued and allotted 65,000 Redeemable, Listed, Secured, Taxable NCDs of the face value of Rs1,00,000 each, aggregating to Rs650 crores, to identified investors, on private placement basis on January 30, 2024 and have been listed on debt segment of National Stock Exchange of India Limited w.e.f. February 1, 2024;
(ix) Data InvIT has acquired 17,92,270 Optionally Convertible Redeemable Preference Shares ("OCRPS") of CDPL from the existing preference shareholders of CDPL viz. Mr. Ankit Goyal, Mr. Radhey Raman Sharma and Westwood Business Consultancy LLP, on January 10, 2024;
(x) Additionally, CDPL invested the funds of the company to subscribe additional Equity Shares of CVNPL amounting to Rs25,00,000. CVNPL allotted 2,50,000 equity shares of the company to CDPL on February 1, 2024 on right issue basis; and
(xi) Post completion of the financial year, SDIL ssued and allotted 60,000 Secured, Rated, Listed, Redeemable and Taxable NCDs of the face value of Rs1,00,000 each, aggregating to Rs600 crores, to identified investors, on private placement basis on May 2, 2024 and have been listed on debt segment of National Stock Exchange of India Limited w.e.f. May 3, 2024.
PROJECT-WISE REVENUE OF THE TRUST FOR THE LAST 5 YEARS
The Trust was formed on January 31, 2019 and was registered as an infrastructure investment trust under the SEBI InvIT Regulations on March 19, 2019. It completed its first investment on March 31, 2019. Accordingly, revenue details for the last 5 years is mentioned as below:
Project-wise revenue of the Trust, since inception, is given below:
| Particulars | Year ended March 31, 2024 | Year ended March 31, 2023 | Year ended March 31, 2022 | Year ended March 31, 2021 | Year ended March 31, 2020 |
| SDIL | 125,094 | 108,516 | 97,651 | 82,442 | 74,767 |
| CDPL | 3,681 | 2,482 | 210 | - | - |
| RDIPL | - | - | - | - | - |
| CVNPL | - | - | - | - | - |
| Total Revenue from Operations | 128,775 | 110,998 | 97,861 | 82,442 | 74,767 |
UPDATE ON THE DEVELOPMENT OF UNDER-CONSTRUCTION PROJECTS
SDIL:
SDIL, Jio Infrastructure Management Services Limited ("SDIL Project Manager"), Reliance Digital Platform & Project Services Limited ("Contractor") and RJIL have entered into the Amended and Restated Project Execution Agreement dated December 16, 2019, for the establishment of passive tower infrastructure and has been amended from time to time.
Pursuant to this arrangement, the work to be performed under this Agreement by the Contractor is for the establishment of passive infrastructure including the towers at such site, and also includes the related procurement, erection, installation, establishment, inspection, and testing work.
As on March 31, 2024, SDIL owns 1,74,451 telecommunication towers, post the purchase of 17,894 towers during the FY 2023-24
CDPL:
During the period commencing from April 1, 2023 to March 31, 2024, CDPL has built 2,093 new sites which includes 175 IBS Sites and 1,918 Small Cell sites.
RDIPL:
No commercial operations have started in RDIPL till date.
CVNPL:
No commercial operations have started in CVNPL till date.
DETAILS OF OUTSTANDING BORROWINGS, REPAYMENT AND DEFERRED PAYMENTS OF THE TRUST, DEBT MATURITY PROFILE, GEARING RATIOS OF THE TRUST AS AT THE END OF THE YEAR
Outstanding at Data InvIT standalone level as on March 31, 2024 and as on the date of this Report is as below.
a) 32,000 8.40% Unsecured, Redeemable, Listed and Rated NCDs of a nominal value of 1,00,000 each redeemable at single instalment at par on December 18, 2026. Further, there is a put / call option exercisable by either party by giving a 60 day notice wherein debentures may be redeemed at par on June 19, 2026. b) 7.95% commercial papers carrying face value of Rs. 9,500 million with an issue price aggregating Rs. 8,800 million.
Further, the details for Data InvIT on a consolidated basis for the year ended March 31, 2024 are as under:
a. 6.59%, 15,000 secured, redeemable, listed and rated NCDs of a nominal value of 10,00,000 each redeemable at single instalment at par on June 16, 2026 issued by SDIL.
7.40%, 6,500 secured, redeemable, listed and rated NCDs of a nominal value of 10,00,000 each redeemable at single instalment at par on September 28, 2028.
7.62%, 10,000 secured, redeemable, listed and rated NCDs of a nominal value of 10,00,000 each redeemable at single instalment at par on November 22, 2030.
8.05% p.a., 10,000 secured, redeemable, listed and rated NCDs of a nominal value of 10,00,000 each redeemable at single instalment at par on May 31, 2027.
8.44% p.a., 12,000 secured, redeemable, listed and rated NCDs of a nominal value of 10,00,000 each redeemable at single instalment at par on November 2, 2032.
8.19% p.a., 52,500 secured, redeemable, listed and rated NCDs of a nominal value of 1,00,000 each redeemable at single instalment at par on October 31, 2026.
8.06% p.a., 65,000 secured, redeemable, listed and rated NCDs of a nominal value of 1,00,000 each redeemable at single instalment at par on January 29, 2029.
b. As on March 31, 2024, SDIL has term loan from various banks and NBFC of 1,72,982 million. These term loans are repayable by September 1, 2032.
c. US $ Notes:
SDIL has issued offshore US $ 500 million Senior Secured Notes listed on Singapore stock exchange with amount of 37,110 million. The notes are repayable on August 12, 2031 in single instalment. At any time prior to August 12, 2030, SDIL has the option to redeem up to 40% of the aggregate principal amount of the notes with proceeds from equity offerings at a redemption price of 102.875% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the redemption date August 12, 2031. During the year 2023-2024, SDIL had bought back the notes aggregating face value of US $27.37 million at discounted value of US $20.12 million post which the outstanding balance of face value of Notes aggregates US $472.63 million ( 39,386 million). These notes carries interest rate of 2.875% p.a. payable every six months in August and February.
d. 1,151 million of CDPL loan is repayable by way of 60 monthly instalments starting from the month following the month of first disbursement of loan ending on October 5, 2026, Tranche 2 have moratorium of 12 months from the date of first disbursement and repayable by way of 22 quarterly instalments ending on December 29, 2028.
Key Gearing Ratios for SDIL: o Debt Equity Ratio: Nil (Since the ratio is less than 0, hence shown as Nil) o Debt Service Coverage Ratio: 0.78 times.
Key Gearing Ratios for CDPL: o Debt Equity Ratio: 1.44 times o Debt Service Coverage Ratio: 1.47 times
PAST PERFORMANCE OF THE TRUST WITH RESPECT TO UNIT PRICE, DISTRIBUTIONS MADE AND YIELD FOR THE LAST 5 YEARS, AS APPLICABLE
The Trust was formed on January 31, 2019 and was registered as an Infrastructure Investment Trust under the SEBI InvIT Regulations on March 19, 2019.
On August 31, 2020, the Trust had issued 2,52,15,00,000 units of 100 each which were listed on BSE Limited w.e.f. September 1, 2020. During the financial year 2021-22, the Trust has issued and allotted 2,87,00,000 units at an Issue Price of 110.46 each aggregating to 3,170.20 million, on rights basis and 5,28,00,000 units at an Issue Price of 110.46 each aggregating to 5,832.28 million, on preferential basis.
Unit price quoted on BSE Limited at the beginning and the end of the year, the highest and the lowest unit price and the average daily volume traded during the financial year
Summary of Unit price and volume for the financial year ended March 31, 2024 is as under:
| Particulars | BSE Limited |
| Unit price as on August 30, 2023 since Unit price as on April 1, 2024 | 120 |
| (beginning of the year) is not available on the BSE website Unit Price at the close of the period (Close price of March 20, 2024) | 100 |
| Highest Unit Price | 155.50 |
| Lowest Unit Price | 100 |
| Average daily volume traded (No. of units) | 5,05,007 units (Traded only during August 2023 - March 2024) |
Distributions made by the Trust
Pursuant to the provisions of the SEBI InvIT Regulations and in line with the Distribution Policy, the Transaction Documents and the Trust Documents, BIIMPL and BIP, IMs of the Trust, has made timely distributions to the unitholders.
The details of distributions declared and made as on March 31, 2024 are as under:
| Date of distribution | Return on capital | Return of capital | Total distribution | Date of payment to unitholders |
| ( per unit) | ( per unit) | ( per unit) | ||
| October 19, 2020 | 0.5932 | - | 0.5932 | October 28, 2020 |
| November 17, 2020 | 0.5932 | - | 0.5932 | November 27, 2020 |
| December 17, 2020 | 0.8029 | - | 0.8029 | December 28, 2020 |
| January 18, 2021 | 0.5949 | - | 0.5949 | January 28, 2021 |
| February 16, 2021 | 0.5949 | - | 0.5949 | February 26, 2021 |
| March 17, 2021 | 0.9080 | - | 0.9080 | March 30, 2021 |
| May 26, 2021 | 1.3881 | - | 1.3881 | June 9, 2021 |
| August 17, 2021 | 1.7847 | - | 1.7847 | August 31, 2021 |
| November 9, 2021 | 2.5870 | - | 2.5870 | November 18, 2021 |
| February 7, 2022 | 1.4527 | - | 1.4527 | February 17, 2022 |
| February 22, 2022 | 0.7765 | - | 0.7765 | March 7, 2022 |
| March 17, 2022 | 0.6266 | - | 0.6266 | March 29, 2022 |
| May 25, 2022 | 2.3050 | - | 2.3050 | June 3, 2022 |
| August 22, 2022 | 3.3807 | - | 3.3807 | September 2, 2022 |
| November 11, 2022 | 2.3119 | - | 2.3119 | November 23, 2022 |
| February 9, 2023 | 3.7457 | - | 3.7457 | February 21, 2023 |
| May 19, 2023 | 2.2090 | - | 2.2090 | May 30, 2023 |
| August 21, 2023 | 3.6227 | - | 3.6227 | August 31, 2023 |
| September 8, 2023 | 3.8417 | - | 3.8417 | September 20, 2023 |
| November 20, 2023 | 3.6496 | - | 3.6496 | December 1, 2023 |
| February 9, 2024 | 4.2182 | - | 4.2182 | February 22, 2024 |
| March 5, 2024 | 0.3842 | 0.0519 | 0.4361 | March 18, 2024 |
After the closure of the financial year 2023-24 and as on the date of this Report, following distributions were declared and made by BIP, pursuant to the provisions of the SEBI InvIT Regulations and in line with the Distribution Policy, the Transaction Documents and the Trust Documents:
| Date of distribution | Return on Capital ( per unit) | Total Distribution ( per Unit) | Date of payment to unitholders |
| May 16, 2024 | 2.3826 | 2.3826 | To be paid on or before May 30, 2024 |
Yield for last 5 years
| Year | Total Distribution per unit (Return on capital in ) | Total Distribution per unit (Return of capital in ) | Annualised yield (%) |
| (A) | (B) | (C) | (D) |
| 2019-20 | - | - | - |
| 2020-21 | 4.0871 | - | 7.01%* |
| 2021-22 | 8.6156 | - | 8.59% |
| 2022-23 | 11.7433 | - | 11.70% |
| 2023-24 | 17.9254 | 0.0519 | 11.71% |
* Represents annualised yield, 7 months of operation.
Yield is calculated based on DPU divided by weighted average unit price till FY 2022-23 and volume weighted average price for 2023-24
DETAILS OF ALL RELATED PARTY TRANSACTIONS DURING THE YEAR, THE VALUE OF WHICH EXCEEDS FIVE PERCENT OF VALUE OF THE TRUST
For details of all related party transactions entered into by the Trust, please refer to Note no. 23 of Standalone and Note no. 34 of Consolidated Financial Statements for the year ended March 31, 2024.
Further, there are no related party transaction exceeding five percent of value of the InvIT assets during the year under review.
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 holds two directly held SPVs i.e. SDIL and RDIPL and one SPV i.e. CVNPL indirectly held by Data InvIT through Holdco i.e. CDPL.
By way of a loan agreement dated August 26, 2020, the Trust had provided an unsecured term loan facility to SDIL aggregating to 2,50,000 million. Additionally, during the year, the Trust has provided an unsecured loan to SDIL amounting to 8,800 million.
Data InvIT has provided an unsecured rupee (INR) denominated loan facility of an amount of 705 million to CDPL for the purpose of utilizing the funds for capital expenditure, operating expenditure, refinancing of existing loans of the borrower.
Data InvIT has provided an unsecured rupee (INR) denominated loan facility of an amount upto 20 million to RDIPL for the purpose of utilizing the funds for capital expenditure and other set-up costs.
BRIEF DETAILS OF MATERIAL AND PRICE SENSITIVE INFORMATION
During the period under review, the intimations with respect to all material and price sensitive information in relation to the Trust was made to BSE Limited, by the Investment Manager(s), in accordance with the provisions of the SEBI InvIT Regulations and other applicable laws, if any, from time to time.
Except as reported to the Stock Exchange from time to time and as disclosed elsewhere in this Report, there were no material and price sensitive information in relation to the Trust for the period under review.
BRIEF DETAILS OF MATERIAL LITIGATIONS AND REGULATORY ACTIONS WHICH ARE PENDING AGAINST THE DATA INVIT, SPONSOR(S), INVESTMENT MANAGER, PROJECT MANAGER(S) OR ANY OF THEIR ASSOCIATES, SPONSOR GROUP(S) AND THE TRUSTEE, IF ANY, AT THE END OF THE YEAR
Except as stated in this section, there are no material litigation or actions by regulatory authorities, in each case against the Trust, the Brookfield Sponsor, the Reliance Sponsor, the Brookfield Sponsor II*, the Investment Manager, the Project Managers i.e. SDIL Project Manager and CDPL Project Manager, or any of their Associates, Sponsor Groups and the Trustee, that are currently pending.
For the purpose of this section, details of all regulatory actions and criminal matters that are currently pending against the Trust, the Sponsors, the Investment Manager, the Project Managers and their respective Associates, and the Trustee have been disclosed. Further, details of all regulatory actions and criminal matters that are currently involving the SPV have also been disclosed. Further, any litigation that is currently pending involving an amount equivalent to, or more than, the threshold amount has been disclosed in respect of the Trust, the Sponsors, the Investment Manager, the Project Managers, each of their respective Associates, the Trustee, the SPVs has been disclosed.
SPECIAL PURPOSE VEHICLES
Summit Digitel Infrastructure Limited
The total income of SDIL based on the Audited Financial Statements as on March 31, 2024 was 1,28,204 million. Accordingly, all outstanding civil litigation
(i) involving an amount equivalent to or exceeding 641 million (being 0.50% of the total income of SDIL provided as per the Audited Financial Statements as on March 31, 2024), and
(ii) wherein the amount involved is not ascertainable but otherwise considered material, have been disclosed.
Crest Digitel Private Limited
The total income of CDPL based on the Audited Financial Statements as on March 31, 2024 was 3,740 million. Accordingly, all outstanding civil litigation
(i) involving an amount equivalent to or exceeding 187 million (being 5% of the total income of CDPL provided as per the Audited Financial Statements as on March 31, 2024), and
(ii) wherein the amount involved is not ascertainable but otherwise considered material, have been disclosed.
SPONSORS AND THE PROJECT MANAGERS
Brookfield Sponsor, Sponsor Group and Associates of Sponsor
The total income of the Brookfield Sponsor based on the Unaudited Consolidated Financial Statements of the Sponsor for the period commencing from April 1, 2023 and ended March 31, 2024 was US$ 420.71 million. Accordingly, all outstanding civil litigation against the Brookfield Sponsor which (i) involve an amount equivalent to or exceeding US$ 21.04 million (being 5.00% of the total income of the Brookfield Sponsor for the period ended March 31, 2024), and
(ii) wherein the amount is not ascertainable but are otherwise considered material, have been disclosed.
The disclosures with respect to material litigations relating to the Brookfield Sponsor Group (excluding Sponsor) and Associates of Sponsor have been made on the basis of the public disclosures made by BN and BIP, the entities under which all other entities, which control, directly or indirectly, the Brookfield Sponsor, get consolidated for financial and regulatory reporting purposes. BN and BIP are currently listed on the NYSE and the TSE. In accordance with applicable securities law and stock exchange rules, BN and BIP are required to disclose material litigations through applicable securities filings. The threshold for identifying material litigations in such disclosures is based on periodically reviewed thresholds applied by the independent auditors of BN and BIP in expressing their opinion on the financial statements and is generally linked to various financial metrics of BN and BIP, including total equity. Further, all pending regulatory proceedings where all entities, which control, directly or indirectly, the Brookfield Sponsor, are named defendants have been considered for disclosures in this Report. Further, there is no outstanding litigation and regulatory action against any of the entities controlled, directly or indirectly, by the Brookfield Sponsor, as on the date of this Report.
*Brookfield Sponsor II
Details relating to material litigation, if any, pending against the Brookfield Sponsor II have not been provided since the sponsor has been inducted w.e.f. May 16, 2024 i.e. as on the date of this Report.
Reliance Sponsor and Associates of the Reliance Sponsor
With respect to the Reliance Sponsor and its Associates, there are no litigations that are considered material in relation to the structure and activities of the Trust.
Reliance Sponsor Group
With respect to the Reliance Sponsor Group, there are no litigations that are considered material in relation to the structure and activities of the Trust.
SDIL Project Manager and its Associates
With respect to the SDIL Project Manager and its Associates, there are no litigations that are considered material in relation to the structure and activities of the Trust.
CDPL Project Manager and its Associates*
The total income of the CDPL Project Manager i.e., JDIPMPL as per the Unaudited Financial Statements for the financial year ended March 31, 2024 was 2.01 million. Accordingly, all outstanding civil litigation against the Investment Manager which (i) involve an amount equivalent to or exceeding 0.10 million (being 5.00% of the total income as per the Consolidated Financial
Statements for the financial year ended March 31, 2024), and (ii) wherein the amount is not ascertainable but are considered material, have been disclosed.
*Details relating to financial statements of the CDPL Project Manager are subject to audit
INVESTMENT MANAGER
Investment Manager*
The total income of the Investment Manager i.e., BIP as per the Unaudited Financial Statements for the financial year ended
March 31, 2024 was 9.23 million. Accordingly, all outstanding civil litigation against the Investment Manager which (i) involve an amount equivalent to or exceeding 0.46 million (being 5.00 % of the total income as per the Unaudited Financial Statements for the financial year ended March 31, 2024), and (ii) wherein the amount is not ascertainable but are considered material, have been disclosed.
*Details relating to financial statements of the Investment Manager are subject to audit
Associates of the Investment Manager
Disclosures with respect to material litigations relating to Associates of the Investment Manager which form part of the Brookfield Group, have been made on the basis of public disclosures made by BN, under which all entities,
(i) which control, directly or indirectly, shareholders of the Investment Manager, and
(ii) the shareholders of the Investment Manager (who form part of the Brookfield Group), get consolidated for financial and regulatory reporting purposes. BN is currently listed on the NYSE and the TSE.
All pending regulatory proceedings where all entities who are the shareholders of the Investment Manager, or which control, directly or indirectly, the shareholders of the Investment Manager, in case forming part of the Brookfield Group, are named defendants have been considered for disclosures. The threshold for identifying material litigations in such disclosures is based on periodically reviewed thresholds applied by the independent auditors of BN and BIP in expressing their opinion on the financial statements and is generally linked to various financial metrics of BN and BIP, including total equity. Further, all pending regulatory proceedings where all entities, which control, directly or indirectly, the Investment Manager, are named defendants have been considered for disclosures. Further, there is no outstanding litigation and regulatory action against any of the entities controlled, directly or indirectly, by the Investment Manager, as on March 31, 2024.
TRUSTEE
All outstanding civil litigation against the Trustee which involve an amount equivalent to or exceeding 1,23,30,451 (being 5.00% of the profit after tax as on March 31, 2024 based on the Audited Standalone Financial Statements of the Trustee for the financial year ended March 31, 2024), have been considered material and have been disclosed in this section.
(i) Litigation involving the Trust
There are no material litigations and regulatory actions pending against the Trust as on March 31, 2024.
(ii) Litigation involving the SPVs/Holdc os i.e. SDIL, CDPL, RDIPL and CVNPL
SDIL:
Please refer to the legal proceeding mentioned on page 55 of this Report for the material litigation pending against SDIL.
CDPL:
There are no material litigations and regulatory actions pending against CDPL as on March 31, 2024.
RDIPL:
There are no material litigations and regulatory actions pending against RDIPL as on March 31, 2024.
CVNPL:
There are no material litigations and regulatory actions pending against CVNPL as on March 31, 2024.
(iii) Litigation involving the Brookfield Sponsor
There are no material litigations and regulatory actions pending against the Brookfield Sponsor as on March 31, 2024.
(iv) Litigation involving the Associates of the Brookfield Sponsor
There are no material litigations and regulatory actions pending against the Associates of the Brookfield Sponsor as on March 31, 2024.
(v) Litigation involving the Brookfield Sponsor group
There are no material litigations and regulatory actions pending against the Brookfield Sponsor group as on March 31, 2024.
(vi) Litigation involving the Investment Manager
There are no material litigations and regulatory actions pending against the Investment Manager as on March 31, 2024.
(vii) Litigation involving the Associates of the Investment Manager
There are no material litigations and regulatory actions pending against the Associates of the Investment Manager as on March 31, 2024.
(viii) Litigation involving the CDPL Project Manager
There are no material litigations and regulatory actions pending against the CDPL Project Manager as on March 31, 2024.
(ix) Litigation involving the Associates of the CDPL Project Manager
There are no material litigations and regulatory actions pending against the Associates of the CDPL Project Manager as on March 31, 2024.
(x) Litigation involving the Trustee
There are no material litigations and regulatory actions involving the Trustee as on March 31, 2024.
Further, details of past operational and disciplinary actions issued to the Trustee, are as below:
OPERATIONAL ACTIONS*
a. Administrative warning issued by SEBI vide letter dated November 14, 2013 read with letter dated January 1, 2014 on
inspection of books and records of debenture trustee business.
b. Administrative warning issued by SEBI vide letter dated August 14, 2017 on inspection of books and records of debenture trustee business.
c. Administrative warning issued by SEBI vide letter dated May 31, 2019 on inspection of books and records of debenture trustee business.
d. Administrative warning and deficiency letter issued by SEBI vide letter dated May 31, 2022 on books and records of debenture trustee business.
e. Administrative warning issued by SEBI vide letter dated June 9, 2023 in relation to inspection conducted by SEBI for one of Trustees InvIT client.
f. Advisory issued by SEBI vide letter dated June 12, 2023 in relation to inspection conducted by SEBI for one of Trustees REIT client.
g. Administrative warning and Advisory, vide letter dated August 08, 2023 and September 12, 2023, respectively both issued by SEBI in relation to thematic inspection on debenture trustees.
h. Administrative warning issued by SEBI vide letter dated September 28, 2023 in relation to non-submission of information to SEBI as required under Regulation 10(18)(a) of REIT Regulations, 2014 by one of the Trustees REIT client.
i. Administrative warning issued by SEBI vide letter dated October 23, 2023 in relation to thematic inspection on debenture trustees with respect to creation of charge on the security for the listed debt securities as required under SEBI circular SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated November 03, 2020.
j. Deficiency letter issued by SEBI vide letter dated January 11, 2024 in relation to thematic inspection of Real Estate Investment Trusts (REITs) Compliance with REIT Regulations w.r.t submission of quarterly reports by Manager of the REIT to the Trustee.
Administrative warnings mentioned above in (a) to (d), (g) and (i) are operational actions issued by SEBI as part of routine inspection of books and records of debenture trustee business.
Administrative warnings and advisory letters mentioned above in (e) and (f) are operational actions issued by SEBI as part of routine inspection of Trustees InvIT & REIT client respectively.
Administrative warnings letter mentioned above in (h) and (j) is an operational action issued by SEBI as part of routine submission by Trustees to SEBI w.r.t compliance status of Trustees REIT client.
DISCIPLINARY ACTIONS*
a. Adjudication Order No. EAD/PM-AA/AO/17/2018-19 dated July 11, 2018 issued by SEBI under Section 15-I of Securities and Exchange Board of India Act, 1992 read with Rule 5 of SEBI (Procedure for Holding Inquiry and imposing penalties by Adjudicating Officer) Rules, 1995.
b. Settlement Order bearing No. EAD-3/JS/GSS/80/2018-19 dated April 2, 2019 issued by SEBI under SEBI (Settlement of Administrative and Civil Proceedings) Regulations, 2014 and SEBI (Settlement Proceedings) Regulations, 2018.
*Above mentioned details are updated as on March 31, 2024. None of these pertains to the Trust.
RISK FACTORS
Risks Related to the Organization and the Structure of the Trust
The Trust and SDIL are subject to restrictive covenants under the financing agreements/ arrangements entered into by SDIL with the lenders that could limit its flexibility in managing the business or to use cash or other assets for the growth of business. SDIL has been making timely payment of interest, repayment of term loan installments due and ensures timely covenant compliances.
• The Trust is required to maintain certain investment ratios in compliance with the SEBI InvIT Regulations. Additionally, under the SEBI InvIT Regulations, the aggregate consolidated borrowings and deferred payments, net of cash and cash equiva lents, cannot exceed 70% of the value of the assets of the Trust (subject to compliance with certain conditions prescribed under the SEBI InvIT Regulations) or such threshold as may be specified under the SEBI InvIT Regulations. The Investment Manager has put in place adequate compliance management framework and the same is operating effectively.
Risks Related to SDILs Business
Sales & Revenue
• RJIL currently is the major contributor to SDILs revenues and is expected to continue to contribute significantly to its revenues going forward. Accordingly, its results of operations and financial condition are linked to those of RJIL. As a result, any and all the factors that may adversely affect the business of RJIL would adversely and materially affect the results of operations and financial condition of SDIL. Further, any delay in payments from RJIL would adversely affect SDILs cash flows and distributions to the unitholders. RJIL however has been making all due payments to SDIL in time and is a leading MNO in India with best credit rating from Rating agencies.
• SDIL has 30 years MSA with RJIL where RJIL is the anchor tenant with assured revenue stream. However, at the same time SDILs ability to bring on sharers may be impacted due to restrictions or limitations in the Operations & Maintenance Agreement ("O&M"). Changing market dynamics and sharer expectation not being met all the time due to exclusions in the O&M agreement. Competition in the telecommunications tower industry may create pricing pressures on SDIL. The MNOs have alterna tives for obtaining similar passive infrastructure services. This could materially and adversely affect SDILs business prospects. However, SDIL has signed 10 year MSA with all other leading MNOs of India which has contributed to approx. 10,500 + sharers.
A decrease in demand for telecommunications tower infrastructure in India could materially and adversely affect the ability to attract potential customers in the market. SDIL intends to actively market its Tower Sites to potential customers to improve utilization of its Tower Sites, reduce dependence on Jio and increase revenue from operations and cash flows. SDIL has signed a 30 years MSA with Jio as anchor tenant on each of its tower sites. SDIL has also signed 10 years MSAs with all other MNOs in India. With favorable regulatory environment and improving financial condition of MNOs, the telecommunication sector is on a healthy growth trajectory.
Operations
SDILs Tower Sites require an adequate and cost-effective supply of electrical power to operate effectively. SDIL principally depends on power supplied by regional and local electricity transmission grids operated by the various state electricity providers. In the non-urban areas where power supply is erratic, to ensure that the power supply to its sites is constant and uninterrupted, SDIL sites also rely on batteries and diesel generator sets, requiring diesel fuel. Lack of adequate power supply and/or power outages could result in network downtime at the Tower Sites, resulting in service level penalties becoming due to its customers. O&M partner (Reliance Industries RIL) is responsible for managing uptime of SDIL sites and there is reasonable protection in our O&M agreement against service level penalties from MNOs for network downtime performance.
If SDIL is unable to extend or renew its site leases, on commercially viable terms, or protect its rights to the land under the towers, it could adversely affect the business and operating results. Under O&M Agreement, RIL has been entrusted for managing the land lease renewals and for site relocations, if any.
SDIL depends on RIL (O&M Service Provider) to undertake activities in relation to the operation and maintenance of the Tower Sites. Any delay, default, unsatisfactory performance or closure of business of RIL could materially and adversely affect its ability to effectively operate or maintain the Tower Sites.
While we believe SDIL has adequate safeguards in the O&M Agreement with RIL, there can be no assurance that SDIL would not be exposed to any risks or be held liable for any acts or omissions by RIL or its sub-contractors. Further in terms of the O&M Agreement, RIL would be responsible for meeting service level obligations of RJIL or any other third-party tenant. Any failure to meet the service level obligations could impact SDILs business and its ability to effectively acquire new customers.
• Any failure by SDIL to comply with applicable service levels could damage its reputation or result in claims against it. Successful assertions of one or more material claims against SDIL, especially by its customers, could have a significant adverse effect on its reputation, its relationship with its customers and therefore, its business and prospects.
• SDIL may have instances of failures of Tower due to lack of site maintenance / fires leading to injuries and fatalities. Untimely, or non-maintenance of towers might result into collapse of towers leading to fatalities/serious injuries to public or property damage, fall of equipment from top leading to asset damage or injury, fire at unattended tower sites, or collapse of any other passive infrastructure at the tower site leading to loss of assets or harm to personnels/public, electric short circuit igniting flammable material leading to fire and asset damage or few injuries. SDIL has obtained adequate insurance polices covering its across the country.
Health & Safety
• Under O&M Agreements, RIL is responsible for the maintenance of site using their resources. However, any incident concerning Health & Safety directly impacts the reputation of SDIL and will disrupt the operations in the short run/long run and may also attract penalty from regulators or law enforcement agencies. SDIL has set up an industry leading Health & Safety team with national coverage that verifies the safety processes followed by its O&M service provider. SDIL also has its Operations function to review and validate that adequate maintenance is being performed by RIL
Manpower
SDILs inability to successfully integrate, recruit, train, retain and motivate the management team may adversely affect its business. SDIL has built a suitable team to run the business with experience in telecom tower industry. SDIL has also put in place a robust performance management and reward processes, talent retention and succession planning to ensure substantial growth of SDIL business.
Bribery & Corruption
• SDIL may suffer financial loss and/or reputational damage resulting from fraud, bribery, corruption, other illegal acts, inadequate or failed Anti-Bribery and Anti-Corruption ("ABC") internal processes or systems, or from external events, ABC risk due to potential instances of corruption / bribery by O&M Service Provider. SDIL has adopted strong ABC Policies including Code of Conduct, Gift and Entertainment Policy, Third Party Management Policy, etc. with periodic mandatory training to all employees to safeguard against above mentioned risks. In the agreements executed with RIL, there are provisions to ensure compliance with ABC policies that are aligned with SDIL policies.
Compliance
Failure to comply with, safety, social, health & environmental laws and regulations in India applicable to its business oradverse changes in such applicable laws and regulations, may materially and adversely affect the business. SDIL is requiredto obtain and maintain certain no objection certificates, permits, approvals, licenses, registrations and permissions under various regulations, guidelines, circulars and statutes, including tower legislations, regulated by various regulatory and governmental authorities for constructing and operating the Tower Sites. SDIL has put in place an experienced team headed by Chief Risk Officer which is responsible for monitoring legal and regulatory compliance management.
SDIL may in the future, experience local community opposition to its sites for various reasons, including concerns about alleged health risks. As a result of such local community opposition, SDIL could be required by the local authorities to disman tle and relocate certain towers or pay a larger amount of site rental. SDIL with its O&M partners on ground has been able to manage the above risk with local government authorities with oversight from its own HSSE and compliance team. Further, SDIL shall be indemnified by the O&M Service Provider for any cost and expense under the O&M agreement. Under the O&MAgreement, RIL is responsible to ensure regulatory compliances and indemnify SDIL for any non-compliance.
Changes in legislation or the rules relating to tax regimes could materially and adversely affect the business prospects and results of operations, return to unitholders. SDIL has defined processes and process owners to monitor such changes and develop appropriate mitigation measures to minimise the adverse impactof such changes, if needed.
Finance
SDILs substantial indebtedness could adversely affect the Trusts business prospects, financial condition, results of operations and cashflows. SDILs ability to meet the payment obligations under its current and future outstanding debt depends onits ability to generate significant cash flows in the future and ability to refinance its debt. The construct of SDILs 30 year MSAwith RJIL ensures assured inflows as well as fixed operating expenses (based on long term O&M agreement) protects SDILs margins to meet its debt repayment obligations. Furthermore, SDIL has been rated AAA by 3 Credit Rating Agencies in India. SDIL has a diversified lender base with relationships with domestic Public Sector Undertakings and Private sector banks,access to domestic and international capital markets, External Commercial Borrowings (ECBs), etc. SDIL has successfully refinanced more than Rs142 bn debt from diversified sources till FY2024.
Insurance
• SDIL is subject to various risks in the operation of the Tower Sites such as natural calamities like floods, cyclones, earthquake etc, loss due to fire, theft and burglary, damage to electrical equipment due to power fluctuations etc. SDIL has taken various types of insurance coverage including cellular network and terrorism policy. SDIL is also indemnified for any damage to towers for any reason under the O&M agreement.
Climate related risks
SDIL has its towers located in different states spread across length and breadth of India. Our tower sites are subjected to adverse impact due to environmental changes with respect to cyclones, floods, heat waves etc. Owing to this SDIL may face the risk of tower collapses, no access to sites or delay / no maintenance of towers leading to loss of revenue. Further, SDIL, has an agreement with an O&M service provider where our business interests are protected. SDIL under its ESG program, is identifying climate-related risks and their mitigation strategies.
Crest Digitel Private Limited
CDPL is an IP-1 and owns assets related to poles and IBS sites, strategically located nationwide. Some of these structures may be exposed to environmental challenges such as storms, gusts, floods, heatwaves, and proximity to coastal areas (within 60 km of the sea). Such conditions may increase the risk of structural collapse, potential harm to employees and the public and consequent revenue losses for the period of restoration. To address these issues, CDPLs Climate Risk Management Plan includes proactive measures, including but not limited to design specifications to account for wind speeds up to 170/180 KMPH, ongoing monitoring of each structures load capacity, implementation of Project Shakti, aimed at reinforcing structural integrity, wherever required, regular maintenance processes to identify structural weaknesses and corrosion, use of HILTI chemicals/anchors for robust anchoring of rooftop sites, ensuring stability for up to designed life, additional support bracing and guyed ropes are installed, wherever required/identified, to prevent structures from collapsing onto the ground and ,thereby avoiding injuries and potential revenue losses during floods. We mandate that our team refrains from working on live equipment, and we provide CE certified class 00 electrical gloves and safety shoes to field personnel to reduce electrocution risks. These initiatives are integral to our Business Continuity Plan (BCP), ensuring that climate risks are adequately mitigated and helping to prevent revenue losses.
INFORMATION OF THE CONTACT PERSON OF THE TRUST
Ms. Farah Irani Compliance Officer
Address: Unit 1, 9th Floor, Tower 4, Equinox Business Park, LBS Marg, Kurla (W), Mumbai 400070.
Tel: 022 69075252
Email: secretarial@summitdigitel.com
Date: May 16, 2024
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Securities Support WhatsApp Number
+91 9892691696
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