Digital Fibre Infrastructure Trust Management Discussions

Global Economy

The global economy is currently going through a challenging time with inflationary trends being witnessed across the globe. Key drivers of inflation include the ongoing conflict in Ukraine which has impacted energy costs across the globe as well as continued supply chain related issues arising from China. Global growth is expected to be around 2.8% in CY 2023 a dip from 3.4% in CY2022 before settling at 3.0% in CY2024 (IMF World Economic Outlook April 2023). Growth is expected to be subdued in the near term with risks related to inflationary pressures remaining.

Indian Economy

The growth in the real GDP during fiscal year 2022-23 is estimated at 7.2% which would make it the one of the fastest growing large economies of the world. Indian economy continues to show resilience and has managed inflation much better than most economies due to active policy measure undertaken by the GOI and steps undertaken by the RBI. CPI headline inflation was recorded at 4.25% in May 2023. RBI has stated in its MPC statement 2023-24 that is expects the CPI inflation at 5.1% for 2023-24. RBI has also at this meeting resolved to retain the repo rates at 6.5% demonstrating a possible plateauing in the rates that may revive the expectations of rate moderation going forward.

Telecom sector

The number of telephone subscribers in India increased to 1,172.34 million at the end of March 2023. Urban telephone subscription increased to 653.71 million and the rural subscription however marginally dipped to 518.63 million during the same period. Total wireless subscribers increased to 1,143.93 million at the end of March 2023 with wireless subscription in urban areas being 627.54 million and in rural areas being 516.38 million. As at March 31, 2023, the private access service providers held 90.73% market share of the wireless subscribers whereas BSNL and MTNL, the state owned enterprises held market share of 9.27%.

The number of broadband subscribers in India increased by 7.4% from 788.30 million as of March 31, 2022 to 846.57 million as of March 31, 2023. Reliance Jio Infocomm Limited maintained its dominant position in the broadband market with a market share of 51.8%.

Asset Overview

Operational Performance

During the financial year ended March 31, 2023, JDFPL established additional fibre network to take the total FPKM capacity to 27.78 million FPKM and the route kilometer ("RKM") to

900,631 RKM. Since March 31, 2023, JDFPL has completed its entire Phase 2 capex plan aggregating Rs.35,000 Crore with total FPKM deployed being 28.08 million FPKM and total RKM deployed being 912,898 RKM.

Financial Performance Brief details of financial performance of DFIT on consolidated basis for the year ended March 31, 2023 is provided below:

( in Millions)

Particulars	As at March 31, 2023	As at March 31, 2022
Revenue from operations	1,54,959	1,17,125
Other income	1,349	311
Total income	1,56,308	1,17,436
Profit / (loss) before taxes	(20,946)	(39,781)
Loss for the year	(10,886)	(25,818)
Attributable to Unitholders	3,731	(5,504)
Attributable to non-controlling shareholders	(14,616)	(20,305)

Revenue from operations increased by 32.3 % during the financial year ended March 31, 2023. The increase was on account of increase in fibre off-take by RJIL to ~ 17.91 million FPKM as well as revised billing rates for additional fibre off-take by RJIL post September 2021 in terms of the amended FUA. Other income increased by 333.8 % due to profits from mutual fund investments and interest earned on liquid fund investments by JDFPL. Network operating expenses increased by 19.4% due to increase in the scope of the overall project. The average RKM during the year ended March 2023 was ~ 832,277 kilometers compared to ~ 699,814 kilometers the previous year. Employee benefit expenses increased to

58 million in Fiscal 2023 from 46 million in Fiscal 2022. Finance costs increased by 14.6% due to increased borrowings at JDFPL together with general increase in borrowings rates during the year. Depreciation increased by 8.7% which was primarily due to additional capex in laying and establishing fibre assets during the year. Capex incurred during the year was 129,020 million. On account of the above, the loss before taxes reduced from 39,781 million in Fiscal 2022 to

20,946 million in Fiscal 2023. Post considering the impact of deferred taxes the loss for the Fiscal 2023 reduced to 10,886 million from 25,818 million in Fiscal 2022.

Health, Safety and Environment (the "HSE")

We believe that we are in compliance, in all material respects, with applicable health, safety and environmental regulations and other requirements in our operations. Our HSE program involves a combination of (a) training including (i) online HSEF training at the time on onboarding of SP resources (ii) defensive driving classroom training (iii) electrical safety classroom training and (iv) fibre safety classroom training; (b) PPE issuance (such as safety helmets, safety shoes, goggles, full body harness and reflective jackets) at the stage of onboarding; (c) HSE audit; and (d) R&R program. The HSE compliance is regularly monitored.

Future Business Outlook

We continue to remain confident on the future business outlook of JDFPL. We believe that the breadth of our fibre assets and our pan-India coverage position us well to capture growing demand for fibre from likes of both mobile and broadband service providers. We intend to actively market our fibre assets to new 3^rd party customers to generate additional sources of revenue and cash flows over time.

Details of Trust?s holding in JDFPL?s debt

The Trust has extended loans aggregating 52,620 Crore to JDFPL as under:

(a) Trust Loan 1: Trust has extended to JDFPL 19,489 Crore from the proceeds of the initial offer of Units and the rights offer of Units pursuant to ‘Staggered Interest Loan? agreement entered into with JDFPL. (b) Trust Loan 2: Trust had extended 32,851 Crore from the proceeds of its borrowings to

JDFPL pursuant to ‘Fixed Interest Loan? agreement entered into with JDFPL.

(c) Trust Loan 3: Trust had extended 280 Crore from the proceeds of its borrowings from pursuant to ‘Trust Loan 3? agreement entered into with JDFPL.

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, 2023, is as follows: ( in Millions)

Particulars	Financial Year ended		Financial Year ended
	March 31, 2023		March 31, 2022
	Standalone	Consolidated	Standalone	Consolidated
Total Income	58,833	1,56,308	50,115	117,436
Total Expenditure	39,817	1,77,254	34,423	157,217
Profit / (Loss) before tax	19,016	(20,946)	15,692	(39,781)
Less: Provision for tax
Current tax	-	-	-	-
Deferred tax	-	(10,060)	-	(13,963)
Profit/(Loss) for the period	19,016	(10,886)	15,692	(25,818)
Other comprehensive income	-	1	-	9
Total comprehensive income/(loss) for the period	19,016	(10,885)	15,692	(25,809)

Key operating expenses of the Trust for the financial year ended March 31, 2023, are as follows: ( in millions)

Particulars	Financial Year	Financial	Year
	ended	ended
	March 31, 2023	March 31, 2022
Interest	39,782		34,341
Fair Value of Put/Call option (net)	(24)		1,884
Management Fees	24		24
Project Management Fees	24		24
Professional Fee	5		9
Audit Fee	1		1
Trusteeship fees	2		2

Audited Standalone and Consolidated Financial Information of the Trust for the financial year ended March 31, 2023 along with the Report of Auditors thereon forms part of this Annual Report.

DETAILS OF UNITS ISSUED BY THE TRUST

The Trust undertook an initial offer of its units vide placement memorandum dated September 29, 2020 and raised 14,706 Crore by the issue of 147,06,00,000 Units at an issue price of

100 per Unit.

The Trust further undertook right issue of units vide letter of offer dated December 2, 2021 and allotted 47,88,66,821 Units at an issue price of 100 each to the existing Unitholders and raised

4788.67 Crore. Pursuant to the same, the number of units have increased from 147,06,00,000 Units to 194,94,66,821 Units. Pursuant to the approval granted by the Unitholders of the Trust on March 28, 2023, the units of the Trust were privately listed on BSE Limited with effect from March 31, 2023. During the year under review and as on date of this Report, no units have been issued or bought-back by the Trust.

Credit Rating

During the year under review, the Trust had obtained a credit rating from CARE Ratings

Limited ("CARE"), who had assigned "CARE AAA/Stable" ratings vide its letter dated March

20, 2023, for borrowings aggregating 33,131 Crore. Further, CARE has reaffirmed the ratings of the Trust at "CARE AAA/Stable" on April 28, 2023.

The Summary of ratings received by JDFPL is as follow:

Instrument Type	Size of Issue	Rating	Date of Rating	Agency
Long term bank facilities	39,920 Crore	CARE AAA/Stable (Reaffirmed)	April 6, 2023	CARE Ratings Limited
Long term bank facilities	75,342 Crore	CRISIL AAA/Stable (Reaffirmed)	June 26, 2023	CRISIL Ratings Limited
Commercial Papers	5,000 Crore	CRISIL A1+	June 26, 2023	CRISIL Ratings Limited
Non-Convertible Debentures	3,000 Crore	CRISIL AAA/Stable	June 26, 2023	CRISIL Ratings Limited
Non-Convertible Debentures	3,000 Crore	CARE AAA/Stable	June 28, 2023	CARE Ratings Limited

SUMMARY OF THE VALUATION AS PER THE FULL VALUATION REPORT AS AT THE END OF THE YEAR

As per SEBI InvIT Regulations and amendments thereon, an annual valuation of the assets of the Trust are conducted by an independent valuer at the end of the financial year ending as on March 31, 2023. For this purpose, the Trust and Investment Manager appointed BDO Valuation

Advisory LLP ("the Valuer") to carry out fair valuation of the InvIT Assets in accordance with the SEBI InvIT Regulations as on March 31, 2023 (the "Valuation Date").

The Valuer have estimated the Enterprise Value of the InvIT Asset using Discounted Cash

Flows ("DCF") method under the Income Approach. For the purpose of this valuation exercise, they were provided with the financial projections of JDFPL by the management of the Trust as on the valuation date. The projections were based on the best judgement of the Management on the future cash flows.

Based on the methodology and assumptions discussed above, the Enterprise Value ("EV") of

JDFPL is arrived at 2,08,646 Crore as on the Valuation Date.

VALUATION OF ASSETS AND NET ASSET VALUE ("NAV")

The Net Asset Value of Trust is arrived at using Net Asset Value method by considering the value of the Trust Loan 1 + Trust Loan 2 + Trust Loan 3 + value of the equity shares of JDFPL held by the Trust less the InvIT Loan less consideration payable for the Novation Agreement less fair value of liability recorded for the valuation of options under the Shareholders and

Option Agreement (the "SHOA") as on March 31, 2023. The net asset value of the Units of the Trust has been determined at 100 per Unit (rounded off). Standalone Statement of Net Assets of the Trust as at March 31, 2023 as per the Audit report dated May 24, 2023: ( in Millions)

Particulars	Book value as at March 31, 2023	Fair value as at March 31, 2023
A. Assets	5,29,253	5,29,253
B. Liabilities	3,36,663	3,36,663
C. Net Asset (A-B)	1,92,590	1,92,590
D. Number of Units	1,94,94,66,821	1,94,94,66,821
E. NAV per Unit (C / D)	98.79	98.79

INVESTMENT MANAGER ("IM") OF THE TRUST

Infinite India Investment Management Limited was appointed as the IM of the Trust pursuant to the provisions of SEBI InvIT Regulations and the Investment Management Agreement dated January 31, 2019, executed between Infinite India Investment Management Limited and Axis Trustee Services Limited, in the capacity of Trustee to the Trust (the "Trustee"). The said Investment Management Agreement was amended on September 21, 2020 and again on

November 4, 2020 (the "Amended and Restated Investment Management Agreement"). A. Details of Infinite India Investment Management Limited (Investment Manager) as on March

31, 2023

The Investment Manager is a wholly owned subsidiary of JM Financial Limited. The Investment Manager has over 10 years of experience in fund management, being the investment manager of JM Financial Property Fund, a real estate focused venture capital fund registered with the SEBI under the SEBI VCF Regulations. Further, neither the Investment Manager nor any of the promoters or directors of the Investment Manager: (i) are debarred from accessing the securities market by SEBI; (ii) are promoters, directors or persons in control of any other company or a sponsor, investment manager or trustee of any other infrastructure investment trust or an infrastructure investment trust which is debarred from accessing the capital market under any order or direction made by SEBI; or (iii) are persons who are categorized as wilful defaulters by any bank or financial institution, as defined under the Companies Act, 2013, or consortium thereof, in accordance with the guidelines on wilful defaulters issued by RBI. Further, in accordance with the eligibility criteria specified under the SEBI InvIT Regulations, the Investment Manager had a consolidated net worth of not less than 100 million as on March 31, 2023.

Board of Directors of the Investment Manager as on date are mentioned below:

Sr. No.	Name of Director	Designation	DIN	Date of Appointment
1.	Ms. Dipti Neelakantan	Non-executive Director	00505452	October 19, 2007
2.	Mr. Rajendra Hingwala	Independent Director	00160602	February 20, 2019
3.	Mr. Shailesh Vaidya	Independent Director	00002273	February 20, 2019
4.	Mr. Sridhar	Non-executive Director	03303448	April 1, 2023
	Vaidyanadhan
5.	Ms. Riddhi Bhimani	Independent Director	10072936	April 1, 2023
6.	Mr. Adi Patel	Non-executive Director	02307863	April 26, 2023

Mr. Vishal Kampani (DIN: 00009079), who was a Non-executive Director and the Chairman of the Investment Manager has ceased to be a Director thereof from closure of business hours on April 25, 2023 upon he tendering his resignation vide his letter dated April 21, 2023. He joined as a Director with effect from February 8, 2006 Brief Profile of Directors of Investment Manager as on date is provided below:

1. Ms. Dipti Neelakantan Non-Executive Director (DIN: 00505452)

Ms. Dipti Neelakantan retired in mid- 2019 as Group Chief Operating Officer and part of the Firm Management at JM Financial Group. She has nearly four decades of professional experience in the financial and capital markets. Ms. Neelakantan joined the JM Financial group in the year 1981 as a trainee and grew in various disciplines and position.

Her bouquet of experience consists of various capacities, locations and disciplines spanning across corporate governance, risk management, financial structuring, end to end delivery of capital market transactions, mergers and acquisition advisory, non-banking financial activities, active engagement for regulatory approvals, syndication, compliance, stock broking, fund management, sales and distribution of financial products.

Having been a director of various companies in JM Financial group for several years, she has a deep understanding of Board procedures, responsibilities and governance angles as well as corporate risk management.

During her career, she has been actively engaged with various policy makers including SEBI and RBI for development of regulatory framework and continuous reforms in financial and capital markets.

She has been a member of various committees of SEBI. She is also a member of FICCI?s Capital Market Committee and CII?s National Committee on Financial Markets.

Ms. Neelakantan is a fellow member of the Institute of Company Secretaries of India and a graduate in Commerce from Sydenham College, Mumbai.

2. Mr. Shailesh Shankarlal Vaidya Independent Director (DIN: 00002273)

Mr. Shailesh Vaidya is a practicing Advocate and Solicitor. He is a partner in M/s. Kanga and Company, a reputed firm of Advocates & Solicitors, which is more than 131 years old law firm in Mumbai. He has completed his law graduation from Government Law College, Mumbai in the year 1981 and became a Solicitor in the year 1983. He is a partner of M/s. Kanga and Company, Solicitors, since the year 1985.

In his professional capacity, Mr.Vaidya is a Director in several public / private limited companies, including Apcotex Industries Limited, Excel Industries Limited, Powerica Limited etc. He specializes in Property and Corporate Law matters. His name and firm reference features in "Guide to the World?s Leading Real Estate Lawyers", 7th Edition, published by Legal Media Group, United Kingdom. His firm has been awarded India

Business Law Journal Award for best legal practice in "Construction and Real Estate" from

2008 to 2020. His firm is also ranked by LEGAL 500 and Chambers Asia Pacific as one of the top Firms in Real Estate. Asia Law, 2020 mentions him as a leading lawyer in Real

Estate. India Business Law Journal has recently ranked him as one of India?s Top 100 lawyers in the ‘A? List published in November 2021 issue.

Mr.Vaidya is a past President of the prestigious Indian Merchant?s Chamber (now known as IMC Chamber of Commerce and Industry). He has been past President of Rotary (centennial year) of the Rotary Club of Bombay Queen City and also associated as Trustee / advisor with several educational / social organizations.

3. Mr. Rajendra Dwarkadas Hingwala Independent Director (DIN: 00160602)

During his 38 years of service as Director / Partner with PricewaterhouseCoopers Private Limited (PwC), Mr. Rajendra Hingwala?s area of work included advising on various provisions of Double Taxation Avoidance Agreements, direct and indirect tax implications of acquiring undertakings / companies, structuring of business transactions, compliance of tax laws including litigation support and structuring of investment by foreign entities in India through various investment routes.

4. Mr. Sridhar Vadiyanadhan Non-Executive Director (DIN: 03303448)

Mr. Sridhar Vaidyanadhan is a Non-Executive Director of Jio Digital Fibre Private Limited, the ‘SPV? of Digital Fibre Infrastructure Trust having been appointed by the Investment

Manager. He is a project management professional, with a degree in Mechanical Engineering and has a post-graduate degree in Industrial Engineering & Operations Research. He has extensive experience in of the area of project management across several industries including petrochemicals, exploration & production and telecommunication industry.

5. Ms. Riddhi Bhimani Independent Director (DIN: 10072936)

Ms. Riddhi Bhimani (Age 40 years) is a postgraduate in marketing and has over fifteen years of diversified work experience in the areas of sales, marketing and operations in the FMCG and Retail Industry. She inter alia possesses skills in leadership role, corporate governance, risk management and strategic planning.

She has driven various key projects in Risk Consulting, Corporate Governance and Enterprise Risk Management during her tenure with Ernst and Young (India) for several multinational as well as domestic companies.

She has a wide experience in policy documentation, financial / non-financial controls and process re-engineering. She is an independent consultant and is an independent director on the Board of Reliance Syngas Limited. She also serves as an independent director on the Boards of Reliance Industrial Infrastructure Limited and Reliance Ventures Limited.

6. Mr. Adi Patel - Non-Executive Director (DIN: 03303448)

Mr. Adi Patel joined the Merchant Banking Division of JM Financial in 1993 and was Co-heading Investment Banking business. He also headed the Mergers & Acquisitions Restructuring Division group prior to becoming Co-CEO of the Investment Banking business. He is currently acting as a Joint Managing Director of the holding company viz., JM Financial Limited. In his experience of around 28 years, he has developed strong relationships with leading Indian and global clients across various Industry segments and has advised them on numerous strategic Merger & Acquisitions/restructuring transactions. He has executed some landmark Merger & Acquisitions/ restructuring transactions for some of the leading business houses in India. He holds a Bachelors degree in Commerce and is also a qualified Chartered Accountant.

Committees of the Board of Directors of the Investment Manager

In Compliance with the mandatory requirements of SEBI InvIT Regulations, IM has constituted following Committees consisting of below members:

InvIT Committee

1. Ms. Dipti Neelakantan Chairperson

2. Mr. Shailesh Vaidya

3. Mr. Rajendra Hingwala

Audit Committee

1. Mr. Rajendra Hingwala Chairman

2. Ms. Dipti Neelakantan

3. Ms. Riddhi Bhimani

Nomination and Remuneration Committee

1. Mr. Shailesh Vaidya Chairman

2. Mr. Rajendra Hingwala

3. Ms. Riddhi Bhimani

Stakeholders? Relationship Committee

1. Mr. Shailesh Vaidya Chairman

2. Ms. Dipti Neelakantan

3. Mr. Sridhar Vaidyanadhan

Risk Management Committee

1. Mr. Sridhar Vaidyanadhan Chairman

2. Ms. Riddhi Bhimani

3. Ms. Janisha Shah

The terms of reference of the abovementioned Committees are mentioned on the website of the Trust viz., www.digitalfibreinfrastructure.com

Details of the holding of the Investment Manager and its Directors in the Trust

During the year under review neither the Investment Manager nor any of its Director held any units of the Trust. Net Worth of Investment Manager Net Worth of the Investment Manager as per its latest Annual Audited Standalone Financial Statements for the financial year ended March 31, 2023 is in line with the requirement specified under regulation 4(2)(e) of the SEBI InvIT Regulations. Functions, Duties and Responsibilities of the Investment Manager The functions, duties and responsibilities of the Investment Manager of the Trust, were in accordance with the SEBI InvIT Regulations. Half of the Directors on the Board of the Investment Manager are Independent Directors having extensive and relevant experience. B. Codes/Policies

In line with the requirements of amended SEBI InvIT Regulations and in order to adhere to the good governance practices for the Trust, the Investment Manager has adopted various policies and codes in relation to the Trust, which are explained as under:

1. Distribution policy

The Distribution Policy provides a structure for distribution of the net distributable cash flows of the Project SPV to the Trust and the Trust to the Unitholders.

2. Policy on appointment of Auditor and Valuer

This Policy on appointment of Auditor and Valuer provides a framework for ensuring compliance with applicable laws with respect to appointment of auditor and Valuer to be followed by the Trust.

3. Borrowing policy

The Borrowing policy has been adopted to outline the process for borrowing monies in relation to the Trust, to ensure that all funds borrowed in relation to the Trust are in compliance with the SEBI InvIT Regulations.

4. Policy on Related Party Transactions

The Policy has been adopted to regulate the transactions of the Trust with its Related Parties based on the laws and regulations applicable to the Trust and best practices.

5. Policy for Determining Materiality of Information for Periodic Disclosures

The policy outlines the process and procedures for determining materiality of information in relation to periodic disclosures required to be made to trustee and the unitholders in relation to the Trust.

6. Nomination and Remuneration Policy

The policy outlines the process and procedures for selection and appointment of the Board of Directors and reflects the philosophy and principles relating to the remuneration of the Board, key managerial personnel, Senior Management Personnel and other employees of the Investment Manager and the Trust.

7. Policy for Evaluation of the Performance of the Board of Directors of the Investment Manager

The policy has been adopted to outline the process for formal evaluation made by the Board of its own performance (self-appraisals) and that of its committees, chairman and independent directors of Investment Manager.

8. Policy for Familiarization Programmes for Independent Directors of the Investment Manager

The policy has been adopted to outline the procedures to familiarise the independent directors with their roles, rights, responsibilities in relation to the Investment Manager and the Trust.

9. Policy on Unpublished Price Sensitive Information and Dealing in Securities by the parties to the Trust

The policy outline process and procedures for dissemination of information and disclosures in relation to the Trust on the website of the Trust, to the stock exchanges and to all stakeholders at large. The purpose of the Policy is also to ensure that the Trust and Investment Manager complies with applicable law, including the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended or supplemented, including any guidelines, circulars, notifications and clarifications framed or issued thereunder, or such other Indian laws, regulations, rules or guidelines prohibiting insider trading and governing disclosure of material, unpublished price sensitive information.

10. Policy to Promote Diversity on the Board of Directors of the Investment Manager

The policy has been devised to recognise the benefits of having diverse board ensuring equality and appropriate mix in the Board of Investment Manager.

11. Risk Management Policy

The policy has been established to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business of the Trust.

12. Policy on Succession Planning

The policy has been devised for orderly succession for the Board and Senior Management Personnel of Investment Manager and to ensure smooth functioning of Trust Business by continued effective performance through leadership and management continuity.

13. Whistle Blower and Vigil Mechanism Policy

The policy has been established to report genuine concerns and provide adequate safeguards against the victimisation of Directors and/or employees of Investment Manager or any other parties to the Trust.

14. Code for Prevention of Insider Trading

The Code has been devised to comply with the regulatory requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and/or such other laws, regulations, rules or guidelines. The Code aims to ensure fair disclosure of unpublished price sensitive information and to regulate, monitor and report trading by the Designated Persons of the Trust.

SPONSOR OF THE TRUST

Reliance Industrial Investments and Holdings Limited (the "Sponsor"/"RIIHL") is the Sponsor of the Trust. The Sponsor was incorporated in India under the Companies Act, 1956. The Sponsor was originally incorporated on October 1, 1986 as Trishna Investments and

Leasings Private Limited. The Sponsor was considered as a ‘deemed? public company under

Section 43A of the Companies Act, 1956 with effect from August 20, 1988 and accordingly, the word ‘private? was deleted. Subsequently, the name of the Sponsor was changed from Trishna Investments and Leasings Limited to Reliance Industrial Investments and Holdings Limited and a fresh certificate of incorporation was issued on August 6, 1993. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai has, by its order dated January 14, 2019, confirmed the alteration of the memorandum of association of the Sponsor for shifting the registered office from Maharashtra to Gujarat. Currently, the corporate identity number of the Sponsor is U65910GJ1986PLC106745.

The Sponsor?s registered office is situated at Office - 101, Saffron, Near Centre Point, Panchwati 5 Rasta, Ambawadi, Ahmedabad Gujarat 380 006. There has been no change in the Sponsor during the financial year ended March 31, 2023 and as on the date of this Report. Board of Directors of the Sponsor as on date are mentioned below:

Sr. No.	Name of Director	Designation	DIN	Date of Appointment
1.	Mr. Hital R. Meswani	Non-executive & Chairman Director	00001623	October 20, 2003
2.	Ms. Vinod M. Ambani	Non-executive Director	00003128	June 30, 2005
3.	Mr. M. N. Bajpai	Non-executive Director	00005963	June 30, 2005
4.	Ms. Savithri Parekh	Non-executive Director	00274934	March 28, 2019

During the year under review, there were following changes in the Board of Directors of the Sponsor, which are as follows: i) Mr. Dhiren V. Dalal (DIN: 01218886) has resigned from the Board w.e.f. March 31, 2023 ; ii) Mr. Balasubrmanian Chandrasekaran (DIN: 06670563) has resigned from the Board w.e.f. March 31, 2023; Brief Profile of Directors of Sponsor is provided below:

1. Mr. Hital R. Meswani Director (DIN: 00001623)

Mr. Hital R. Meswani is the Director of the Sponsor since October 20, 2003. He holds Management & Technology graduate from the University of Pennsylvania (UPenn) in the USA, Bachelor of Science in Chemical Engineering from the School of Engineering and Applied Sciences, UPenn, and a Bachelor of Science in Economics from the Wharton Business School.

Mr. Meswani?s overall responsibility in Reliance group spans the Petroleum Refining and

Marketing Business, Petrochemicals Manufacturing and several corporate functions of

Reliance Industries Limited (‘RIL?) including Human Resources Management,

Information Technology, Research & Technology and Capital Projects Execution. He has been involved with almost all mega initiatives of the group through its growth journey. He was instrumental in execution of the world class petrochemicals complex at Hazira and the mammoth Reliance Jamnagar Refinery complex, the largest in the world at any single location. He had also led a company-wide business transformation initiative, which has resulted in the development of the constitution of RIL the Reliance Management System.

2. Mr. Vinod M. Ambani - Director (DIN: 00003128)

Mr. Vinod M. Ambani is the Director of the Sponsor since June 30, 2005. He is a Commerce Graduate, Chartered Accountant and Diploma holder in Tax Management from Bombay University. He has more than five decades of experience and wide spectrum of knowledge in the field of corporate law, legal, compliance, secretarial, accounts, taxation, insider trading etc.

3. Mr. M. N. Bajpai - Director (DIN: 00005963)

Mr. M.N. Bajpai is the Director of the Sponsor since June 30, 2005. He is a Science PostGraduate with specialization in Physics. He has had a brilliant academic career. His areas of specialization include Direct Taxes and International Taxes. He joined Indian Revenue Services in 1974. He had initial assessment exposure in big companies like Hindustan Lever, Bharat Petroleum, Caltex, Indian Organic and several other companies in Mumbai. He has functioned as Assistant Director as well as Additional Director in Regional Training Institute in Lucknow for approximately 8 years. He has been Departmental Representative in ITAT, Mumbai and after promotion posted as Member, Appropriate Authority, Ahmedabad. Post Voluntary Retirement in 1998, Shri M.N. Bajpai has been functioning as a Consultant of Corporate Taxes with Reliance group till date and handling all Direct Tax and International Tax Matters.

4. Ms. Savithri Parekh - Director (DIN: 00274934)

Ms. Savithri Parekh is the Director of the Sponsor since March 28, 2019. She is B.Com, LL.B and a fellow member of The Institute of Company Secretaries of India. She has 30 years of experience. Prior to joining Reliance Industries Limited, she was the Sr Vice President Legal & Company Secretary of Pidilite Industries Limited for over 9 years.

She has been a guest faculty at IIM Kolkata for over 10 years and has also authored three books on Companies Act, 2013 and another on Listing Regulations.

TRUSTEE OF THE TRUST

Axis Trustee Services Limited is the Trustee of the Trust (the "Trustee"). The Trustee is a registered intermediary with SEBI under the 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 Trustee?s registered office is situated at Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025 and corporate office is situated at The Ruby, 2nd Floor, SW, 29, Senapati Bapat Marg, Dadar West, Mumbai- 400 028.

The Trustee is a wholly-owned subsidiary of Axis Bank Limited. As Trustee, it ensures compliance with all statutory requirements and believes in the highest ethical standards and best practices in corporate governance. It aims to provide the best services in the industry with its well trained and professionally qualified staff with a sound legal acumen. The Trustee is involved in varied facets of debenture and bond trusteeships, including, advisory functions and management functions. The Trustee also acts as a security trustee and is involved in providing services in relation to security creation, compliance and holding security on behalf of lenders. The Trustee is also involved in providing services as (i) a facility agent for complex structured transactions with advice on suitability of the transaction on operational aspects; (ii) an escrow agent; (iii) a trustee to alternative investment funds; (iv) custodian of documents as a safekeeper; (v) a trustee to real estate investment funds etc. The Trustee confirms that it has and undertakes to ensure that it will at all times, maintain adequate infrastructure personnel and resources to perform its functions, duties and responsibilities with respect to the Trust, in accordance with the INVIT Regulations, the Indenture of Trust and other applicable law. The Trustee is not an Associate of the Sponsor, or the Investment Manager. Further, neither the Trustee nor any of the promoters or directors of the Trustee (i) are debarred from accessing the securities market by SEBI; (ii) is a promoters, directors or persons in control of any other company or a sponsor, investment manager or trustee of any other infrastructure investment trust or an infrastructure investment trust which is debarred from accessing the capital market under any order or direction made by SEBI; or (iii) are persons who are categorized as wilful defaulters by any bank or financial institution, as defined under the Companies Act, 2013, or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI. Board of Directors of the Trustee as on date are mentioned below:

Sr. No.	Name of Director	Designation	DIN	Date of Appointment
1.	Rajesh Kumar Dahiya	Non-Executive Director	07508488	July 11, 2018
2.	Ganesh Sankaran	Non-Executive Director	07580955	April 18, 2019
3.	Ms. Deepa Rath	Managing Director and Chief Executive Officer	09163254	May 1, 2021

During the year under review, there have been no changes in the Directors of the Trustee. Brief Profile of Directors of Trustee is provided below:

1. Mr. Rajesh Kumar Dahiya

Mr. Rajesh is is a non-executive director on the board of the Trustee and also the Chairman of Axis Trustee Services Limited.

He is a general management professional with over three decades of experience across industries and business functions. He was an Executive Director on the Board of Axis Bank Ltd till 31.12.2021, responsible for multiple Governance functions under the Corporate Centre of the Bank. Before joining the Axis Bank in June 2010, he was associated with Tata Group for 20 years where he handled various responsibilities across functions such as Human Resources, Manufacturing, Exports, Distribution and Institutional Sales. Presently he is the MD & CEO of Good Govern and he also serves on the Board of Max Life Insurance.

2. Mr. Ganesh Sankaran

Mr. Ganesh Sankaran is a non-executive director on the Board of the Trustee.

Mr. Ganesh Sankaran is the Group Executive - Wholesale Banking Coverage Group at Axis Bank Limited. He has nearly 25 years of experience across coverage, credit and risk functions and has handled verticals like Corporate Credit, Financial Institutions, Business Banking, Mortgages, Commercial Transportation, Equipment Finance & Rural Lending. Before joining Axis Bank, he was Executive Director at Federal Bank, responsible for business architecture across the Wholesale Bank, Micro/Rural bank, Business Banking and international operations. Additionally, he had also served as a Member of the Board of Directors for Equirus Capital and Fedbank Financial Services. Prior to that he was associated with HDFC Bank where he was Co-Head, Corporate Banking.

Mr. Ganesh Sankaran is an Engineer with a Master?s degree in Business Administration.

3. Ms. Deepa Rath

Ms. Deepa Rath is the Managing Director & CEO on the Board of Axis Trustee Services Limited. Ms. Deepa Rath is a Senior Banker with more than 20 years of experience in Corporate Banking, Fintech, Credit, Project Funding, MSME Financing, Retail Banking, Supply Chain Finance, Trade Finance etc.

Ms. Deepa is known for her strategic leadership, customer centric approach, superior people & relationship management skills which have helped her set up and scale up New Businesses & High Impact Teams across domains. Prior to taking over as MD & CEO of Axis Trustee Services Ltd, Ms. Deepa was part of the founding leadership team and spearheaded TReDS (Trades Receivable Discounting System) platform business at INVOICEMART / A. TREDS LTD (JV of Axis Bank & Mjunction), a pioneer work in the space of Digital & Transparent Financing of MSMEs, Financial Inclusion, API Integration & Blockchain implementation.

Previous to this, she led various business functions across geographies with Axis Bank Corporate Banking department. In the early part of her career, she took several roles with IDBI Bank and ICICI Bank Ltd within the Corporate Banking & Retail Banking franchise.

She has been a speaker on various Finance & Fintech related forums and was a part of

Axis Bank?s Senior Business Leadership program initiatives pertaining to Ethics & sustainability (POSH), Recruitment & Employee Engagement, Corporate social responsibility etc. She is a panel /advisory member on the International Consulting/Advisory related to Supply Chain Finance, Fintech, Go-To-Market strategy & Corporate Banking practices.

She holds a MBA- Finance from IMT Ghaziabad with Master?s in Economics and an

Advanced Diploma in Software Technology & Systems Management", NIIT. Apart from several certifications like Coursera, Axis Business Leadership Program - ISB Hyderabad,

Deepa is currently pursuing "Advanced Program in Fintech & Financial Blockchain" from

IIM Calcutta to continue her strive for knowledge & learning.

INFORMATION OR REPORT PERTAINING TO SPECIFIC SECTOR OR SUB-SECTOR THAT MAY BE RELEVANT FOR AN INVESTOR TO INVEST IN UNITS OF THE INVIT

There is no specific update / information pertaining to specific sector or sub-sector that may be relevant for an investor to invest in units of the InvIT.

DETAILS OF CHANGES DURING THE YEAR

A. Change in clauses in the trust deed, investment management agreement or any other agreement entered into pertaining to the activities of the Trust

There is no change in clauses in the trust deed, investment management agreement or any other agreement entered into pertaining to the activities of the Trust as on March 31, 2023.

B. Any regulatory change that has impacted or may impact cash flows of the underlying project

There are no regulatory changes that has impacted or may impact the cash flows of the underlying project as on the date of the report.

C. Addition and divestment of assets including the identity of the buyers or sellers, purchase or sale prices and brief details of valuation for such transactions

During the year JDFPL incurred total capex of 129,020 million.

D. Changes in material contracts or any new risk in performance of any contract pertaining to the Trust

Nil

E. Any legal proceedings which may have significant bearing on the activities or revenues or cash flows of the Trust

There are no material litigations and regulatory actions pending against the Trust as on March 31, 2023, which may have significant bearing on the activities or revenues or cash flows of the Trust.

F. Other material changes during the year

During the year under review and pursuant to the approval of the Unitholders, the Units of the Trust were privately listed on the BSE Limited with effect from March 31, 2023. In addition to above, SEBI vide its circular dated February 14, 2023, has notified various amendments in SEBI InvIT Regulations requiring significant changes in the governance structure of the Investment Manager to discharge its obligation under the said Regulations with effect from April 1, 2023. The Investment Manager has already complied with the requirements and the necessary intimations and submissions have been made to the Stock Exchange and the Trustee. Except above, there has been no material change during the year under review and as on the date of this Report which requires to be disclosed.

PROJECT-WISE REVENUE OF THE TRUST

The Trust was formed on January 31, 2019, and was registered as an infrastructure investment trust under SEBI InvIT Regulations on March 20, 2019. During the previous year under review, the Trust had only one asset i.e. JDFPL. Accordingly, the details of revenue of the Trust for the previous year and the year under review are as under: The Trust during the year earned interest revenue of 50,114.6 million with respect to the loans extended by it to JDFPL.

Details of consolidated revenue of the Trust

( in Millions)

Particulars	FY 2022-23	FY 2021-22	FY 2020-21	FY 2019-20
Revenue from operations	1,54,959	117,125	76,398	61,257

UPDATE ON THE DEVELOPMENT OF UNDER-CONSTRUCTION PROJECTS

Not applicable for the period under review.

DETAILS OF OUTSTANDING BORROWINGS AND DEFERRED PAYMENTS OF THE TRUST INCLUDING ANY CREDIT RATING(S), DEBT MATURITY PROFILE, GEARING RATIOS OF THE INVIT AS AT THE END OF THE YEAR

Details of borrowings or repayment of borrowings on standalone and consolidated basis are as follows: ( in Millions)

Transaction	Financial Year ended March 31, 2023		Financial Year ended March 31, 2022
	Standalone	Consolidated	Standalone	Consolidated
Opening	3,34,110	10,66,190	2,52,800	8,66,933
borrowing
Additions	-	193,003	81,310	1,99,257
during the
period
Repayments	-	(1,36,979)	-	-
during the
period
Closing	3,34,110	11,22,214	3,34,110	10,66,190
borrowings

As at March 31, 2023, the Trust had borrowings of 331,310 million. These borrowings have a maturity period of more than 10 years. The consolidated borrowings and deferred payments net of cash and cash equivalents of the Trust as a % of the value of InvIT Assets was within the limits specified for the same under the SEBI InvIT Regulations. Debt maturity profile is disclosed in the financial statements which form a part of this annual report.

The following 2 covenants are to be tested on annual basis from March, 2023 onwards till final repayment for the secured borrowings at JDFPL level:

Sr. No.	Ratios	Parameter
1.	Fixed Asset Cover Ratio (FACR)	Not less than 1.25x
2.	Debt Service Coverage Ratio (DSCR)	Not less than 1.10x

PAST PERFORMANCE OF THE TRUST WITH RESPECT TO UNIT PRICE, DISTRIBUTIONS MADE AND YIELD FOR THE LAST 5 YEARS, AS APPLICABLE

The Units of the Trust were listed on the BSE Limited only with effect from March 31, 2023. Distributions made by the Trust Pursuant to the provisions of SEBI InvIT Regulations and in line with the Distribution Policy, the Investment Manager has made timely distributions to the Unitholders.

The details of distributions declared and made during the year ended March 31, 2023 are as under:

Date of declaration	Return on Capital ( per unit)	Date of payment	Yield % (Not Annualized)
December 23, 2020	2.4183	December 28, 2020	2.42%
March 22, 2021	2.4228	March 30, 2021	2.42%
June 24, 2021	2.4407	June 28, 2021	2.44%
September 23, 2021	2.4454	September 28, 2021	2.45%
December 23, 2021	1.9420	December 28, 2021	2.44%
March 24, 2022	2.4124	March 28, 2022	2.41%
June 24, 2022	2.4566	June 28, 2022	2.46%
September 24, 2022	2.4429	September 28, 2022	2.44%
December 22, 2022	2.4428	December 28, 2022	2.44%
March 24, 2023	2.4017	March 28, 2023	2.40%

DETAILS OF ALL RELATED PARTY TRANSACTIONS DURING THE YEAR, THE VALUE OF WHICH EXCEEDS FIVE PERCENT OF VALUE OF THE TRUST

There were no related party transactions entered into by the Trust that exceeded 5% of the value of the InvIT Assets during the year ended March 31, 2023. For further details, please refer Related Party disclosures in the Audited Financial Statements.

DETAILS REGARDING THE MONIES LENT BY THE TRUST TO THE HOLDING COMPANY OR THE SPECIAL PURPOSE VEHICLE IN WHICH IT HAS INVESTMENT

As on March 31, 2023, and as on the date of this Report, the Trust has only one SPV i.e. JDFPL. The Trust has lent an aggregate amount of 526,200 million to JDFPL as of March 31, 2023.

BRIEF DETAILS OF MATERIAL AND PRICE SENSITIVE INFORMATION

There were no material and price sensitive information in relation to the Trust for the period under review. The Trust has devised and maintained a Structured Digital Database (SDD) in compliance with Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

BRIEF DETAILS OF MATERIAL LITIGATIONS AND REGULATORY ACTIONS WHICH ARE PENDING AGAINST THE INVIT, SPONSOR(S), INVESTMENT MANAGER, PROJECT MANAGER(S) OR ANY OF THEIR ASSOCIATES AND THE TRUSTEE, IF ANY, AT THE END OF THE YEAR

There are no material litigation or regulatory actions, in each case against the Trust, the Sponsor, the Investment Manager, the Project Manager, or any of their Associates and the Trustee, that are currently pending and that have any impact on the structure or activities of the Trust.

RISK FACTORS

References to "we", "us" and "our" are to the Trust and Fibre Co, on a consolidated basis.

Risks Related to Fibre Co?s Business and Industry

? RJIL currently contributes to substantially all of Fibre Co?s 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 Fibre Co. Further, any delay in payments from RJIL would materially and adversely affect Fibre Co?s cash flows and distributions to our Unitholders.

? The business growth strategy for Fibre Co involves targeting new customers and diversifying Fibre Co?s customer base and instituting and maintaining efficient capital structures to maximize distributions to Unitholders. Fibre Co has expanded its total fibre network to 27.78 million FPKM, which we believe would provide an attractive opportunity to tap into the growing demand for fibre infrastructure by both RJIL as well as other third party customers.

The success in implementing this business strategy may be adversely affected by factors within and outside our control, including the following: the inability to attract additional customers to Fibre Co;

RJIL?s inability to meet its fibre utilization commitments under the Shareholders? and Option Agreement; general economic conditions in India, including economic disruptions caused by the actual or threatened outbreak of any severe communicable disease; changes in anticipated demand for the Fibre Assets for any reason, including changes in laws or regulations; the inability to continually improve or adapt to rapid technology changes;

adverse changes to the Trust?s or Fibre Co?s cost structure;

the inability to attract qualified employees;

the inability to manage foreign exchange fluctuations;

operational, financial and legal challenges (including compliance with foreign laws); and negative press and reputational risks that adversely affect our brand. We cannot assure that this growth strategy will be successfully implemented and failure to do so could have an adverse effect on our business, financial condition and results of operations, which in turn could restrict the ability to re-invest in our Fibre Assets and grow

Fibre Co?s business.

? We are subject to risks associated with outbreaks of diseases or similar public health threats, such as the recent coronavirus disease ("Covid-19") pandemic, which could have a material adverse impact on Fibre Co?s business and our results of operations and financial condition.

? The composite scheme of arrangement undertaken by RJIL, Fibre Co, Reliance Jio Infratel

Private Limited and their respective shareholders in relation to transfer of RJIL?s Fibre

Assets are subject to several risks in relation to the transfer of the relevant ROW Approvals.

While Fibre Co may continue to operate the fibre network under the existing ROW Approvals, there can be no assurance that they will be able to continue to do so. Further, the relevant authority may levy penalties on the transferee for not having obtained or maintained permits, which may be applicable until such times as the transfers of these permits are completed. We cannot assure that any difficulties that Fibre Co has in obtaining, maintaining or renewing the required ROW Approvals will not materially and adversely affect our business, prospects, results of operations, cash flows and financial condition.

? The Trust?s substantial indebtedness could adversely affect our business, prospects, financial condition, results of operations and cash flows. As of March 31, 2023, on a consolidated basis, we had 1,122,214 million in non-current term loan borrowings (comprising secured loans from banks, secured NCDs, unsecured loans from others and redeemable preference shares). If we do not generate sufficient cash from operations, we may not be able to make principal and interest payments on our external debt and may not be able to make distributions to the Unitholders.

Our substantial indebtedness could also limit our ability to obtain additional financing (including for hedging purposes), limit our flexibility in planning for, or reacting to, changes in Fibre Co?s business, the industry in which it operates and the general economy and potentially increase our future cost of borrowing. There can also be no assurance that we will be able to engage in hedging transactions or enter into new financing arrangements on commercially reasonable terms.

Our ability to meet our payment obligations under our current and future outstanding debt depends on Fibre Co?s ability to generate significant cash flows in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control.

? A decrease in demand for optic fibre infrastructure in India could materially and adversely affect new customer acquisitions at Fibre Co. As Fibre Co generates revenues by providing optic fibre network infrastructure for telecommunications operators, its business is dependent on the financial conditions of telecommunications operators in India and economic conditions affecting them.

If Fibre Co?s current customer or other major telecommunications operators in India are unable to or less willing to incur additional expenditures, demand for optic fibre network infrastructure in India may not grow or grow at a slower pace than currently anticipated, there may not be sufficient demand for Fibre Co?s surplus optic fibre network, which could in turn have a material adverse effect on our results of operations.

In particular, if the financial condition of wireless telecommunications service providers deteriorates (for example, due to declining tariffs or media convergence) or if telecommunications providers are adversely affected by general economic conditions, the ability and willingness of telecommunications service providers to maintain or increase capital expenditures may decrease, and our business, financial condition, results of operations or prospects may in turn be adversely affected.

There are other factors also that could adversely affect demand for optic fibre infrastructure in India.

? Technological changes, evolving customer requirements and emerging industry trends may affect our business, may render current technologies obsolete and may require us to make substantial capital investments.

? Further development and expansion of our optic fibre cable network and maintenance of our existing network may be limited by our ability to obtain or renew access rights or ROW Approvals from local government authorities or societies.

? The continuity of Fibre Co?s services is highly dependent on the proper functioning of its network and physical infrastructure, and any damage to or failure in its network or such infrastructure could lead to significant costs and disruptions and materially and adversely affect our business.

? Any failure by Fibre Co to comply with applicable service parameters could damage its reputation or result in claims against Fibre Co. Successful assertions of one or more claims against Fibre Co could have a significant adverse effect on our reputation, our relationship with our customers and therefore, our business and prospects.

? Exposure to information technology and cyber security risks and disruptions in disaster recovery systems or business continuity planning could affect our normal business operations.

? Our insurance policies may not provide adequate protection against various risks associated with Fibre Co?s operations. Further, we are subject to various risks in the operation of the Fibre Assets, including on account of accidents. Fibre Co?s principal types of insurance coverage include a cellular network policy that covers, among other things, material damages due to mechanical and electronic breakdown / failure, third party liability including cross liability, marine risks, storage, erection and installation risks, burglary and theft. Despite efforts to take insurance policies which are in line with typical business requirements, such insurance coverage might not be adequate to cover all risks or losses that may arise or we might not be able to procure adequate insurance coverage at commercially reasonable rates in the future.

? We depend on third parties to undertake activities in relation to the construction, operation and maintenance of Fibre Co?s optic fibre network. Any delay, default or unsatisfactory performance by these third parties could materially and adversely affect the ability to effectively operate or maintain the Fibre Assets.

? Any asset impairment could adversely affect our financial condition and results of operations.

? Fibre Co, the Sponsor, the Project Manager, the Investment Manager, the Trustee and their respective Associates are involved in certain legal and other proceedings, which may not be decided in their favour.

? Failure to comply with applicable safety, health and environmental laws and regulations or adverse changes in such applicable laws and regulations may materially and adversely affect Fibre Co?s business and our results of operations and financial condition.

? Fluctuations in exchange rates between the Rupee and foreign currencies, and particularly, the U.S. Dollar may affect Fibre Co?s business, our results of operations and financial condition and the foreign currency equivalent of the value of the Units and any distributions. Risks Related to our Organization and the Structure of the Trust

The Trust and Fibre Co are subject to restrictive covenants under their financing agreements that could limit our business operations or use of cash or other assets.

Risks Related to the Trust?s Relationships with the Investment Manager

The Trust is dependent on the Investment Manager to (i) manage and administer the Trust and the Trust Assets, (ii) make investment and divestment decisions, (iii) comply with ongoing reporting and management obligations and (iv) maintain the eligibility conditions specified under Regulation 4 of the SEBI InvIT Regulations on an ongoing basis. There can be no assurance that the Investment Manager will successfully fulfil its duties. Risks Related to India

? The Trust and in particular Fibre Co?s business depends on economic growth in India and financial stability in Indian markets, and any slowdown in the Indian economy or in Indian financial markets could have a material, adverse effect on Fibre Co?s business and our results of operations and financial condition.

? Fibre Co?s business and our results of operations and financial condition is linked to the stability of policies and the political situation in India.

? Our ability to raise additional debt capital may be constrained by Indian law

? Any downgrading of India?s sovereign debt rating by a domestic or international rating agency could materially and adversely affect our ability to obtain financing and, in turn, our results of operations and financial condition.

? Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and could have an adverse effect on

Fibre Co?s business and our results of operations and financial condition.

? India is vulnerable to natural disasters that could severely disrupt the normal operation of Fibre Co.

? It may not be possible for the Unitholders to enforce foreign judgments.

? We may be affected by competition law in India and any adverse application or interpretation of the Competition Act could materially and adversely affect our business.

? Changing laws, rules and regulations and legal uncertainties may materially and adversely affect Fibre Co?s business and our results of operations and financial condition.

? Significant differences could exist between Ind AS and other accounting principles, such as Indian GAAP and IFRS, which may affect investors? assessments of the Trust?s financial condition. Risks Related to Ownership of the Units ? The regulatory framework governing infrastructure investment trusts in India is relatively new and the interpretation and enforcement thereof involve uncertainties, which may have a material, adverse effect on the ability of certain categories of investors to invest in the Units, our business, financial condition and results of operations and our ability to make distributions to the Unitholders.

? We may not be able to make distributions to the Unitholders or the level of distributions may fall.

? The Trust may be dissolved, and the proceeds from the dissolution thereof may be less than the amount invested by the Unitholders.

? Information and the other rights of the Unitholders under Indian law may differ from such rights available to equity shareholders of an Indian company or under the laws of other jurisdictions.

? Any additional debt financing or issuance of additional Units may have a material, adverse effect on the Trust?s distributions, and your ability to participate in future rights offerings may be limited.

? Any future issuance of Units or convertible securities or other equity-linked securities by us may dilute investors? holdings of Units.

? Our rights and the rights of the Unitholders to recover claims against the Investment Manager, the Sponsor or the Trustee are limited. Risks Related to Tax Entities operating in India are subject to a variety of Government and State Government tax regimes and surcharges and changes in legislation or the rules relating to such tax regimes and surcharges could materially and adversely affect Fibre Co?s business and our results of operations and financial condition.