Indian Economy1
India?s economy maintained steady momentum in FY25 with GDP growing at 6.5%, aligning closely with its decadal average. This growth was supported by strong private consumption, steady investment activity and a rebound in rural demand. Inflation showed signs of easing, softening to 4.7 % in FY 25. This decrease was driven by several factors, including a drop in core inflation, lower food prices, interventions by the government and RBI and reduced fuel price inflation. From a supply-side perspective, the industrial sector is projected to grow by 6.2% in FY25, led by a robust performance in construction and utility services.
Infrastructure development continued to be a key pillar of growth, with public capital expenditure increasing by 8.2% during the year. Significant progress was made in transport infrastructure, with over 2,000 km of new railway lines commissioned. Port e_ciency also improved notably, as the average container turnaround time decreased from 48.1 hours to 30.4 hours. These e_orts reflect the Government of Indias push to modernise Indias logistics and connectivity networks. In external trade, services exports surged by 12.8%, while overall exports registered a 6% year-on-year growth, further supporting the economic recovery.
Outlook
India?s GDP is expected to grow by 6.5% in FY26, supported by a stable macro environment, easing inflation, and improving private investment. Consumer price inflation is projected to align with the 4% target. Key drivers of medium-term growth include sustained infrastructure investment, improved rural demand due to better agricultural output and increased government spending. For asset-backed infrastructure platforms, continued focus on policy regulation and logistics enhancement is likely to open new opportunities in toll operations, asset monetisation and integrated transport systems. As India advances towards its long-term goal of becoming a developed economy by 2047, the roads and highways sector will continue playing a vital role in improving connectivity, facilitating trade and supporting regional development.
India?s Infrastructure Overview2
The infrastructure landscape in FY 25 continued to evolve as a major enabler of national progress, with strong financial backing and targeted strategic initiatives. The 2025 Union Budget allocation to the Ministry of Road Transport and Highways was raised to H2.87 Lakhs Crore, reflecting enhanced focus on expanding road networks. Complementing this, port capacity enhancements, monetisation of assets worth H10,000 Crore through (Public-Private Partnerships) PPPs and streamlined multi-modal logistics have supported greater e_ciency in freight movement. Fastag collections are projected to touch H72,500 Crore during FY 25, indicating rising digital integration in tolling infrastructure. The Government of India?s ongoing emphasis on modernising infrastructure, particularly transport, remains instrumental in improving inter-state connectivity and economic productivity.
Indian Roads and Highways Sector Overview3
India?s highway network continues to expand rapidly supported by sustained investments and focused execution to address structural challenges and build future-ready transport infrastructure. In FY 25, the Ministry of Road Transport and Highways (MoRTH) has been allocated H2,87,333 Crore, showing a 2% increase over the previous year. Of this,H1,70,266 Crore is allocated to National Highways Authority of India (NHAI), while H1,16,292 Crore is earmarked for roads and bridges. The Government of India remains committed to prioritising national highway development through key projects like the Bharatmala Pariyojana. Momentum in the construction sector remains strong, witRs. 5,853 km of roads completed. Expressway expansion is also progressing, witRs. 11 corridors operational and
27 access-controlled highways and greenfield expressways planned at an estimated cost of over H4.19 Lakhs Crore. In conflict-a_ected regions, 96% of planned roadworks have been completed.
To boost freight e_ciency, the ministry is developing multi modal logistics parks (MMLPs), with 35 parks planned and six currently under development. To finance these projects, MoRTH manages several funds such as, CRIF, PBFF, NHF and NIF. Special emphasis is being placed on the North-East, through the SARDP-NE programme, with over 5,700 km of roads completed out of the sanctioned 5,998 km, funded via NIF. As of July, NHAI?s debt stands at H3.35 Lakhs Crore, which is being serviced through toll collections and asset monetisation. However, several challenges such as delays inland acquisition, environmental clearances and contractor-related issues continue to impact timely project execution.
MoRTH is also addressing road safety and clean mobility. However, maintenance funds of only H4,595 Crore was allocated, it being 2% of the total budget. To reduce accidents, blackspot rectification and measures for vehicle safety are being implemented. On the clean mobility front, the Ministry is promoting electric vehicles by waiving taxes and registration fees and expanding EV charging infrastructure. The Vehicle Scrapping Policy has led to the scrapping of nearly 97,000 old vehicles by mid-2024, contributing to emission reduction and improved road safety.
Outlook
Indias roads and highways sector is expected to see sustained momentum driven by ongoing projects and long-term policy directions. The continued development of greenfield expressways and access-controlled corridors totalling 9,860 km with significant investments signals a long-term vision for high-speed, access-controlled connectivity. With only a fraction of these corridors operational as of early 2025, construction is likely to stretch well beyond FY 26. Similarly, the rollout of 35 Multi Modal Logistics Parks (MMLPs), with only six currently underway, indicates a phased development strategy aimed at strengthening freight e_ciency and multimodal transport integration over the next several years.
The roadmap also includes a deeper push towards clean mobility, with policies around EV infrastructure and the vehicle scrapping expected to influence road planning and network design. Enhanced focus on building road infrastructure in previously underserved areas, such as the North East and a_ected regions, reflects a broader goal of inclusive regional development. Additionally, the National Monetisation Pipeline, with over H1.60 Lakhs Crore worth of road assets identified for monetisation, underlines the growing role of private sector participation in asset operation and management. Collectively, these initiatives suggest a robust, long-term support to building a modern, e_cient and sustainable road network well into the next decade.
National Monetisation Pipeline4
In FY25, the Government of India launched the Asset Monetisation Plan FY26–30, targeting H10 Lakhs Crore by leveraging existing public infrastructure assets. Building upon the earlier National Monetisation Pipeline (NMP) FY21–25, the new plan focuses on renting out functioning public assets such as highways, railways, power grids and airports to private players while retaining government ownership; the money earned being reinvested into creating new infrastructure. This approach supports the Government of Indias broader goals of fiscal discipline, sustainable infrastructure growth and boosting private sector participation in public services.
The Asset Monetisation Plan aims to achieve three main objectives
Generating capital from underused public assets
Improving infrastructure by investing proceeds into new projects
Enhancing the e_ciency of public resources through private sector management.
The government has outlined a five-year execution timeline from FY26 to FY30, setting yearly targets and milestones. This strategy is expected to improve public amenities, create investment opportunities for the private sector and provide a non-debt source of revenue for the government, helping to maintain fiscal stability without raising taxes.
Performance under the earlier National Monetisation Pipeline showed mixed results. By the end of FY24, about H3.85 Lakhs Crore worth of assets had been monetised, achieving roughly 64% of the four-year target. Ministries like Road Transport and Coal exceeded their asset monetisation in targets in FY24, raising H40,314 Crore and H56,794 Crore respectively. The success of the asset monetisation plan will depend on improving transparency, simplifying approval processes, building capacity within government agencies and ensuring strong investor confidence. A coordinated e_ort between the government, private sector, and civil society will be essential to unlock the full potential of asset monetisation and ensure long-term economic benefits.
Opportunities
Indias infrastructure sector continues to o_er strong opportunities, supported by the Government of India?s focus on expanding national highways, improving logistics and modernising transport systems. The Bharatmala Pariyojana remains a key driver, with around 37,000 km of highway works costing H9.80 Lakhs Crore under implementation. Upcoming projects like the development of eight high-speed corridors covering 936 km at an investment of H50,655 Crore present major opportunities in expressway construction and road connectivity. Alongside highways, the expansion of port connectivity and the setting up of wayside amenities (WSAs) and inter-modal stations (IMS) reflect a growing focus on creating seamless transport networks across India.5
India?s infrastructure sector is set to see strong growth, driven by major government initiatives and high capital spending. The Ministry of Road Transport and Highways (MoRTH) has targeted a capital expenditure of H3.3 Lakhs Crore for FY25, with significant utilisation already achieved. Key areas include the development of Greenfield Corridors spanning 9,860 km, along with major initiatives like the Bharatmala Pariyojana, under which projects worth H8.53 Lakhs Crore have been approved as of December 2024, thereby continuing to create large opportunities in road construction, expressway development and maintenance activities across the country. In addition, there are ongoing e_orts to maintain about 25,000 km of existing national highways, o_ering steady work to construction and engineering companies.
| Component | Length | Total Length Completed (in km) |
| (in km) | Up to 31.12.2024 | |
| Economic Corridors | 8,737 | 5,986 |
| Inter Corridors Roads | 2,889 | 2,108 |
| Feeder Roads | 973 | 540 |
| National Corridors | 1,777 | 1,394 |
| National Corridor E_ciency Improvement | 824 | 732 |
| Expressways | 2,422 | 1,791 |
| Border Roads & International Connectivity Roads | 1,619 | 1,400 |
| Coastal Roads | 77 | 72 |
| Port Connectivity Roads | 348 | 120 |
| Balance Road Works under NHDP | 6,758 | 5,058 |
| Total-Bharatmala | 26,425 | 19,201 |
Source: MoRTH AR FY25
The Government of India plans to develop 35 multi modal logistics parks (MMLPs) with an investment of around H46,000 Crore, witRs. 15 sites prioritised and bids already invited for several new locations. The development of wayside amenities (WSAs) along highways, with over 700 sites planned, opens up opportunities for real estate, hospitality and service providers..
Going forward, the private sectors will play an even crucial role. MoRTH aims to raise H39,000 Crore through asset monetisation initiatives in FY25, allowing companies to invest in revenue-generating highway assets. In the North Eastern region, new highway and border connectivity projects under the SARDP-NE and initiatives by NHIDCL are opening up specific regional opportunities
Outlook6
The Ministry of Road Transport and Highways (MoRTH) has set a long-term strategy ‘Vision 2047? for the National Highways sector, targeting enhanced accessibility, e_ciency and safety. The goal is to ensure high-speed corridors are available within 100–150 km, while also improving convenience through upgraded passenger amenities and reduced logistics costs. Special e_orts are being made to boost digital connectivity by laying Optical Fibre Cables (OFC) along highway corridors, with pilot projects active on the Delhi-Mumbai and Hyderabad-Bangalore expressways. E_orts continue to strengthen connectivity in the North Eastern Region and border areas, with NHIDCL working on over 4,300 km of stretches. Maintenance remains a priority for the extensive 1,46,195 km National Highway network, with plans to service about 25,000 km through various contracts model. Road safety will continue to be a focus too, with the Government of India working on fixing blackspots and making enhancements for vehicle safety.
Trust Overview
Maple Infrastructure Trust ("MIT " or "Trust"), formerly known as Indian Highway Concessions Trust is an infrastructure investment trust that focuses on the operation and acquisition of road assets in India. It is institutionally owned and professionally managed, with extensive experience in operating and maintaining road assets. Maple Highways aims to create safe, sustainable and enjoyable road experiences by transforming roads, thereby driving national prosperity. It owns 100% revenue-generating NHAI toll road assets, covering 1,212 lane-km and 12 operational toll plazas. Its key projects include major maintenance work on the Shree Jagannath Expressways Private Limited (SJEPL) and the Eastern Peripheral Expressway around NCR. The Company focuses on excellence, safety, sustainability and delivering high-quality infrastructure.
For Financial Performance of MIT and its SPVs during FY 2024-25, please refer to page no. 7 of this Annual Report.
Assets Overview
Shree Jagannath Expressways Private Limited (SJEPL)
Shree Jagannath Expressways Private Limited (SJEPL) is a special purpose vehicle incorporated on June 15, 2010. SJEPL operates a 67-kilometres, six-lane expressway that connects Bhubaneshwar, the state capital of Odisha, with Chandikhole on NH-16 with one toll plaza. This expressway is a part of the Golden Quadrilateral route, which spans from linking India?s major cities of Delhi, Mumbai, Chennai, and Kolkata. This route traverses through the urban centers of Bhubaneswar and Cuttack, both significant economic hubs in Odisha. Notably, Bhubaneswar serves as the capital of the state, accentuating the highway?s role in fostering regional economic activity and connectivity.
Additionally, the expressway cater to steady passenger tra_c, connecting cities and providing access to popular tourist destinations like Puri, Konark, and Chilika Lake, o_ering visitor a glimpse of historical sites, pristine beaches, and diverse wildlife.
| Asset Features | |
| SPV | SJEPL |
| Authority | NHAI |
| State | Odisha |
| Length (KM) | 67 |
| Lane (KM) | 402 |
| Lane Configuration | 6 lanes |
| Concession Agreement Date | 6.8.2010 |
| Appointed Date | 14.12.2011 |
| Toll Plaza | 1 (At Km 40+500) |
| Toll Lanes | 18 |
| Independent Engineer | MSV International Inc. |
| & Highbrid Infra India | |
| Consultants Pvt. Ltd. |
NCR Eastern Peripheral Expressway Private Limited (NCREPE)
NCR Eastern Peripheral Expressway Private Limited (NCREPE) is the Special Purpose Vehicle (SPV) responsible for managing the Eastern Peripheral Expressway (EPE). The EPE is a 6-lane expressway connecting Kundli to Palwal via Ghaziabad, spanning 135 km.
This solar-powered expressway was constructed in a record time of 500 days, significantly reducing vehicular pollution in Delhi and decongesting the city. The EPE is an access-controlled expressway with features like cement concrete roads, a speed limit of 120 km/hr, world-class toll plazas, fountains, replica monuments, 2.5 Lakhs median plantations, drip irrigation systems, and major bridges.
Inaugurated on May 27, 2018, by the Prime Minister, the EPE is a green, smart, safe, and e_cient route for commuter in the National Capital Region (NCR). MIT secured the concession for managing this asset for a 20-year period. The EPE serves as an evacuation route for various industrial and infrastructure activities in the region and is crucial for the proposed Jewar Airport at Noida.
Asset Features
| SPV | NCREPE |
| Authority | NHAI |
| State | Haryana and Uttar Pradesh |
| Length (KM) | 135 |
| Lane (KM) | 810 |
| Lane Configuration | 6 lanes |
| Concession Agreement Date | 6.5.2022 |
| Appointed Date | 11.11.2022 |
| Concession End | 20 Years |
| Toll Plaza | Access controlled, 13 (1 under |
| construction & 1 expected to | |
| be constructed) |
During FY 2024-25, Maple Highways have undertaken various HR initiatives. For details, please refer to page no. 30 of this Annual Report.
RISK MANAGEMENT
Mitigating Risks for Harnessing Opportunities to Drive Sustainable Growth
At Maple Highways, proactive, structured and disciplined approach to risk management is key to sustainable and responsible growth. We promote an e_ective risk management system that supports the Trust?s growth strategy and business objectives in accordance with the Trust?s future asset acquisition policy, by integrating risk management in the culture and strategic decision making across the Trust. We are committed towards protecting and maximizing value towards stakeholders and constantly endeavours to take e_ective and risk-informed business decisions.
We have established a robust risk governance by providing clarity on the roles and responsibilities in relation to risk management. A structured process has been deployed for early identification, assessment, risk response (preventive and corrective), monitoring and reporting on risks arising out of internal as well as external factors. This also focuses on identifying and assessing risks which can impact business continuity of the Trust and define recovery plans for such risks.
Existing and newer opportunities are assessed and pursued in accordance with the Trust?s strategy, risk appetite and in compliance with all applicable regulatory requirements
Risk Management Approach
Strong Risk Governance Mechanism
The responsibility for risk management is shared across the organization. The Trust has established three pillars of risk management responsibilities in its Governance structure as Risk Oversight, Risk Infrastructure and Management, and Risk Ownership, that cascades the scope of activities to senior management and all employees, across the Holding Trust and/or Project SPVs of the Trust.
Our risk management framework helps us identify, assess, categorise and address both positive opportunities and negative consequences associated with the business. A robust governance and process architecture enables us to monitor, track and review the risk exposure on a quarterly basis. Roles and responsibilities are clearly defined at each level of the governance structure.
GOVERNANCE STRUCTURE
The Board of Directors is responsible for oversight on risk management.
The Risk Management Committee, comprising of 3 Directors (2 Non-Executive Non-Independent Directors and 1 Independent Director) with risk management experience, is the highest responsible Committee responsible for quarterly review of risk management practices and apprises the Board on risk management in the Trust, setting control standards and overseeing compliance with them The Executive Committee includes risk management matters in its agenda and ensures timely and adequate mitigation of identified risks. It consolidates the risk management across SPVs and at the Corporate level for submission to the Risk Management Committee.
The risk management process at Maple Highways is driven by a Chief Risk Co-ordinator, who reports to the Executive Committee on status of existing risks and emerging risks. SPV Level: Each SPV unit has constituted a SPV Risk Council which is responsible for reporting of SPV level risks to the Executive Committee, supported by an SPV Risk Co-ordinator who convenes risk councils every quarter to review SPV level risks and response plans
ERM Framework
Our Board has established a Risk Management Committee to oversee the implementation of Enterprise Risk Management (ERM) programme in line with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Infrastructure Investment Trusts) Regulations, 2014
We follow a comprehensive risk management programme that integrates enterprise risks with SPV risks and crisis management. This ensures holistic and consistent risk management practices across our business functions.
The ERM process as elaborated further in the framework is as illustrated below.
Risk Appetite and Tolerance
We have clearly defined our risk appetite and tolerance limits to objectively evaluate our risk-taking ability, facilitating assessment and measurement of the identified risks. The risk appetite, determined by the Board, outlining the risks the Company is willing to take to pursue its business strategy. Risk tolerance puts risk appetite into practice, using quantitative metrics. The impact of any risk is assessed on a 5-point scale.
Risk Identification
Risk identification involves recognising and listing uncertainties or risks that may impact the successful achievement of our functional, organisational and business objectives, or threaten our business continuity. We also undertake initiative to identify emerging risks although the probability or potential impact of such new or unforeseen risks may not be completely understood. Emerging risks are those that have a limited response plan due to their nature of the risk, but may become a part of the risk register in future.
We employ a multiple-stakeholder approach to ensure e_ective risk identification. Employees are encouraged to actively participate in the risk management process, facilitating early identification and understanding of emerging risks. We further use our understanding of regulatory and legal requirements to anticipate potential risks and the events that typically precede their emergence.
Risk Analysis, Evaluation and Prioritisation
We consider multiple factors in our risk analysis or assessment. These include understanding the causes, their positive and negative impacts, the likelihood of occurrence and the potential impact and velocity, or the time taken for impact since the occurrence of the risk. A risk score is calculated by rating the impact, likelihood and velocity on a 5-point scale. Such risk analysis helps our management prioritise risks based on the risk score and deploy necessary response strategies for their e_ective management.
Continuous monitoring and Review
The ever-evolving and changing nature of risks, their impact, and likelihood necessitates continuous monitoring and review of risks. It is therefore important for us to keep track of the external environment and internal controls as well as our business strategy to better comprehend the risk dynamics. Taking this into consideration, we track the risks frequently, ensuring agility in responding to any change in circumstances. It equips us to promptly implement the necessary controls and actions in time to mitigate them.
We have implemented the following measures to ensure a robust risk monitoring and review system:
All risk owners are responsible for monitoring the risks allocated to them.
Risk owners communicate with SPV /corporate risk co-ordinator on response plans to be implemented (in coordination with the response owner) and their status, and plans for developing new response strategies based on periodic reassessment of risks and e_ectiveness of mitigations
Frequent structured risk meetings are convened at the SPVs and corporate level, wherein principal risks, along with response plans, are reviewed by projects / functional heads
Execution of risk mitigation plan is monitored frequently to ensure the risk remains within the tolerance limits
Based on the residual risk score from Risk Register, the list of Key risks are as follows -
| Sr. Risk Description |
| 1 Inability to ensure required safety measures which may result in User safety issues |
| 2 Inability to ensure required safety measures which may result in Occupational safety issues |
| 3 Ability to manage execution of large-scale projects and O&M activities |
| 4 Ability to define and achieve ESG Goals |
| 5 Risk of Cyber attacks and network breaches |
| 6 Ability to generate funds for distribution to unitholders |
| 7 Operational disruption due to geopolitical issues |
| 8 Ability to achieve strategic and business objectives |
| 9 Disputes with Authority, unpredictable actions and mis- interpretation of Concession Agreement by Authority |
| 10 Operational disruption due to public protests and natural disasters |
| 11 Non-compliance to key regulations, concession agreement and debt documents |
| 12 Changes in regulations impacting the InvIT / concessionaires or business in general |
Internal Control System
The Company has a proper internal control system in place to maintain compliance and good governance. The group puts in place a structured internal control system and strong governance practices to ensure compliance with regulations. The Investment Manager conducts an audit to check compliance with SEBI regulations and related guidelines. The Independent Auditor audits the standalone and consolidated financial statements and confirms that they comply with Indian Accounting Standards (Ind AS) and SEBI regulations.
Cautionary Statement
The terms ‘Maple Infrastructure Trust and ‘the Trust? are used interchangeably and refer to ‘Maple Infrastructure Trust? and its Project SPVs as applicable. This annual report includes certain statements about the future and may include projections. These forward-looking statements are generally identified by words such as ‘aim,? ‘anticipate,? ‘believe,? ‘expect,? ‘estimate,? ‘intend,? ‘objective,? ‘plan,? ‘project,? ‘will,? ‘will continue,? ‘will pursue,? ‘seek to,? or similar expressions. Likewise, statements describing strategies, objectives, plans, or goals are also considered forward-looking statements.
All forward-looking statements are subject to risks, uncertainties, and assumptions. Actual results may di_er significantly from the suggestions made by these forward-looking statements or projections due to various risks and uncertainties. These risks and uncertainties include, but are not limited to, regulatory changes a_ecting the infrastructure sector in India and the Trust?s ability to adapt to them, successful implementation of the Trust?s strategy and objectives, growth and expansion plans, technological changes, market risks faced by the Trust, general economic and political conditions in India that may impact the Trust?s business and investments, monetary and fiscal policies, inflation, deflation, unexpected turbulence in interest rates, foreign exchange rates, equity prices, or other rates and prices, performance of financial markets in India and globally, changes in domestic laws, regulations, taxes and competition in the infrastructure sector.
INVESTMENT MANAGER?S BRIEF REPORT ON THE ACTIVITIES OF MAPLE INFRASTRUCTURE TRUST
INVESTMENT MANAGER
We, Maple Infra InvIT Investment Manager Private Limited, ("Company" or "Investment Manager") were appointed as the Investment Manager of Maple Infrastructure Trust (formerly known as Indian Highway Concessions Trust) ("MIT" or "the Trust") pursuant to the provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended
("SEBI InvIT Regulations") and the Investment Management Agreement dated December 23, 2019, as amended from time to time, hereby submit our report for the financial year ended March 31, 2025. Investment Manager is a private limited company incorporated under the provisions of the Companies Act, 1956 having its registered office at "Unit No. 699, 6th Floor, VEGAS Plot No. 6, Pocket 1, Sector 14, Dwarka, South Delhi, New Delhi – 110075 and corporate office at Wing A, Sahar, Office Unit No. 2, Ground floor, Village Marol, Andheri East, Mumbai – 400 099. As on March 31, 2025, Maple Highways Pte Ltd., sponsor of MIT holds 85% of total paid-up equity capital of Investment Manager.
BOARD OF DIRECTORS
The Board of Directors of the Investment Manager is duly constituted in terms of SEBI InvIT Regulations. The Board of Directors of Investment Manager are eminent persons of proven competence and integrity having extensive and diverse experience, strong financial acumen and leadership qualities.
As on date, the Investment Manager has seven directors comprising of four Independent Directors including two Woman Independent Directors, two Non–executive Directors and one Unitholder Nominee Director. The composition of the Board of Directors of the Investment Manager as on March 31, 2025 is given as under:
| S. No. Name of Directors | Designation |
| 1. Mr. Louis-Marie St-Maurice | Chairman & Non - Executive Director |
| 2. Mr. Anil Chaudhry | Non - Executive Independent Director |
| 3. Ms. Seema Gupta | Non - Executive Independent Director |
| 4. Ms. Shalini Kamath | Non - Executive Independent Director |
| 5. Dr. V. S. Parthasarathy | Non - Executive Independent Director |
| 6. Mr. Niraj Kumar Murarka | Non-Executive Unitholder Nominee Director |
| 7. Mr. Chirdeep Singh Bagga | Non - Executive Director |
The changes in Board of Directors of the Investment Manager during FY 2024-25, are given as under:
| Name of Directors | Designation | Nature of Change |
| Ms. Shalini Kamath | Non - Executive Independent Director | Appointed w.e.f. April 30, 2024 for a term of 3 years |
| Mr. Anil Chaudhry | Non - Executive Independent Director | Appointed w.e.f. May 29, 2024 for a term of 3 years |
| Mr. Amar Merani* | Non-Executive Director (Unitholder Nominee Director) | Appointed w.e.f. May 29, 2024 |
| Ceased w.e.f. November 22, 2024 | ||
| Mr. Romesh Sobti | Chairman & Non-Executive Director | Ceased w.e.f. December 13, 2024 |
| Mr. Anil Aggarwal | Non-Executive Independent Director | Retired w.e.f. December 16, 2024 |
| Mr. Nishchal Jain | Non-Executive Director | Ceased w.e.f. December 13, 2024 |
| Dr. V. S. Parthasarathy | Non-Executive Independent Director | Appointed w.e.f. December 16, 2024 for a term of 3 years |
| Mr. Niraj Kumar Murarka* | Non-Executive Director (Unitholder Nominee Director) | Appointed w.e.f. December 13, 2024 |
| Mr. Chirdeep Singh Bagga | Non-Executive Director | Appointed w.e.f. December 14, 2024 |
*In compliance with the SEBI InvIT Regulations, 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. In compliance with the SEBI InvIT Regulations and SEBI Master Circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2024/44 dated May 15, 2024 read with Policy on Qualifications and Criteria for appointment of Unitholders? Nominee Directors on the Board of the investment manager, the Investment Manager appointed Mr. Amar Merani as Unitholder?s Nominee Director on May 29, 2024. Further, Mr. Amar Merani resigned as Unitholder Nominee Director from the Board of Directors of the Company w.e.f. the close of business day of November 22, 2024. In substitution of Mr. Amar Merani, the eligible unitholders have nominated Mr. Niraj Kumar Murarka as the Unitholder Nominee Director who was inducted on the Board of Investment Manager w.e.f. December 13, 2024.
Subsequent to the financial year ended March 31, 2025, there were no changes in the composition of the Board of Directors of Investment Manager.
The Board meets at regular intervals to discuss and decide on strategies, policies and review the financial performance of MIT and the Investment Manager. During FY 2024-25, the Board had 11 (eleven) meetings i.e. on April 15, 2024, May 28, 2024, July 23, 2024, August 20, 2024, October 16, 2024, October 30, 2024, November 12, 2024, December 11, 2024, December 13, 2024, January 22, 2025 and February 25, 2025 and the meetings were conducted 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 120 days i.e. in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
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. The information in accordance with Schedule VII of the SEBI InvIT Regulations was placed before the Board of Directors.
Further, the 3rd Annual Meeting ("AM") of the Unitholders was held on July 23, 2024, through VC, in compliance with the SEBI InvIT Regulations and relevant circulars issued thereunder.
CHANGE IN COMPANY SECRETARY AND COMPLIANCE OFFICER
During FY 2024-25, Mr. Chandra Kant Sharma tendered resignationfromthepositionofCompanySecretaryofInvestment Manager and Compliance Officer of MIT with effect from the close of business hours of December 06, 2024. Thereafter, the Board of Directors of Investment Manager appointed
Mr. Vikas Prakash as the Company Secretary of Investment Manager and Compliance Officer of MIT with effect from January 22, 2025.
COMMITTEES OF THE BOARD OF DIRECTORS OF INVESTMENT MANAGER
In compliance with the requirement of Regulation 26G of the SEBI InvIT Regulations read with the SEBI Listing Regulations, Investment Manager of MIT, has constituted the following Committees and adopted their respective terms of reference:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Risk Management Committee
5. Corporate Social Responsibility Committee
6. InvIT Committee
1. AUDIT COMMITTEE
Composition
The Committee is duly constituted in accordance with Regulation 26G of SEBI InvIT Regulations read with Regulation 18 of SEBI Listing Regulations. The composition, quorum and terms of reference of the Audit Committee ("AC") are in accordance with Regulation 18 read with Part C of Schedule II of the SEBI Listing Regulations. The terms of reference of AC, inter alia, includes review of financial statements and auditors report thereon before submission to the Board for approval; approval and review of related party transactions, recommend appointment, remuneration and terms of appointment of auditors; reviewing and monitoring the auditor?s independence and performance, and effectiveness of audit process; approval of payment to statutory auditor for other services; evaluation of internal financial controls; and review of vigil mechanism.
The composition of AC as on March 31, 2025 is given as under:
| S. No. Name of Members | Designation | Position Held |
| 1. Dr. V. S. Parthasarathy | Non-Executive Independent Director | Chairperson |
| 2. Mr. Anil Chaudhry | Non-Executive Independent Director | Member |
| 3. Mr. Chirdeep Singh Bagga | Non-Executive Director | Member |
Meetings of AC
During FY 2024-25, AC met 6 (six) times i.e. on May 17, 2024, August 14, 2024, October 14, 2024, November 11, 2024, December 11, 2024 and February 25, 2025.
2. NOMINATION AND REMUNERATION COMMITTEE
Composition
The Committee is duly constituted in accordance with Regulation 26G of SEBI InvIT Regulations read with Regulation 19 of SEBI Listing Regulations. The composition, quorum, terms of reference of Nomination and Remuneration Committee ("NRC") are in accordance with Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations. The terms of reference of NRC, inter-alia, includes formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to, the remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees; identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal; formulation of criteria for evaluation of performance of Independent Directors and the Board; recommend re-appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors; and recommend to the Board, all remuneration, in whatever form, payable to Senior Management.
The composition of NRC as on March 31, 2025 is given as under:
| S. No. Name of Members | Designation | Position Held |
| 1. Ms. Shalini Kamath | Non-Executive Independent Director | Chairperson |
| 2. Dr. V. S. Parthasarathy | Non-Executive Independent Director | Member |
| 3. Ms. Seema Gupta | Non-Executive Independent Director | Member |
| 4. Mr. Chirdeep Singh Bagga | Non-Executive Director | Observer |
Meetings of NRC
During FY 2024-25, NRC met 3 (three) times i.e. on May 28, 2024, December 13, 2024 and February 25, 2025.
3. STAKEHOLDERS RELATIONSHIP COMMITTEE
Composition
The Committee is duly constituted in accordance with Regulation 26G of SEBI InvIT Regulations read with Regulation 20 of SEBI Listing Regulations. The composition, quorum, terms of reference of the Stakeholders Relationship Committee ("SRC") are in accordance with Regulation 20 read with Part D of Schedule II of the SEBI Listing Regulations. The terms of reference of SRC, inter-alia, includes to consider and resolve grievances of the unitholders, including complaints related to the transfer of units, non-receipt of annual report, general meetings and non-receipt of declared distributions; review of the various measures and initiatives taken by the Trust for ensuring timely receipt of distributions /annual reports/statutory notices by the unitholders.
The composition of SRC as on March 31, 2025 is given as under:
| S. No. Name of Members | Designation | Position Held |
| 1. Mr. Anil Chaudhry | Non-Executive Independent Director | Chairperson |
| 2. Ms. Shalini Kamath | Non-Executive Independent Director | Member |
| 3. Mr. Chirdeep Singh Bagga | Non-Executive Director | Member |
Meetings of SRC
During FY 2024-25, SRC met once i.e. on January 22, 2025.
4. RISK MANAGEMENT COMMITTEE
Composition
The Committee is duly constituted in accordance with Regulation 26G of SEBI InvIT Regulations read with Regulation 21 of SEBI Listing Regulations. The composition, quorum, terms of reference of the Risk Management Committee ("RMC") are in accordance with Regulation 21 read with Part D of Schedule II of the SEBI Listing Regulation. The terms of reference of RMC, inter-alia, includes formulation of a detailed risk management policy and framework for identification of internal and external risks in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the RMC; and monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems, processes and methodology.
The composition of RMC as on March 31, 2025 is given as under:
| S. No. Name of Members | Designation | Position Held |
| 1. Mr. Louis-Marie St-Maurice | Non-Executive Director | Chairperson |
| 2. Ms. Seema Gupta | Non-Executive Independent Director | Member |
| 3. Mr. Chirdeep Singh Bagga | Non-Executive Director | Member |
Meetings of RMC
During FY 2024-25, RMC met 3 (three) times i.e. on May 29, 2024, August 28, 2024 and February 25, 2025.
5. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Composition
The Committee is duly constituted in accordance with the provisions of Companies Act, 2013 ("the Act"). The Company did not meet the applicability criteria in terms of Section 135 of the Act and hence, the provisions of Corporate Social Responsibility ("CSR") was not applicable to the Company for the FY 2024-25. Accordingly, the Company was not required to mandatorily spend on CSR activities during FY 2024-25.
The composition of the Corporate Social Responsibility Committee (CSR Committee) as on March 31, 2025 is given as under:
| S. No. Name of Members | Designation | Position Held |
| 1. Mr. Chirdeep Singh Bagga | Non-Executive Director | Chairperson |
| 2. Ms. Shalini Kamath | Non-Executive Independent Director | Member |
| 3. Mr. Louis-Marie St-Maurice | Non-Executive Director | Member |
Meetings of CSR Committee
During FY 2024-25, CSR Committee met once i.e. on January 22, 2025.
6. INVIT COMMITTEE
Composition
InvIT Committee ("IC") was constituted by the Board of Directors to fulfil their oversight responsibility to the unitholders relating to the Trust?s contemplated investments and disinvestments and portfolio companies. The composition, quorum, scope of IC has been duly approved by the Board. The terms of reference of IC, inter-alia, includes reviewing and approving submission of non-binding offers and non-binding term sheets in relation to acquisition of assets/projects, following the recommendation of the CEO of the Investment Manager; approving appointment of advisors/consultants/experts for conducting diligence on investment and acquisition opportunities following the recommendation of the Investment Manager ?s legal and tax departments for appointment of legal and tax advisors, respectively; allocating budget against the approved budget for conducting diligence on investment and acquisition opportunities and approving the expenses on due diligence on investment and acquisitions opportunities; and making recommendations on the investment and acquisition opportunities to the Board of Directors for its approval.
The composition of IC as on March 31, 2025 is given as under:
| S. No. Name of Members | Designation | Position Held |
| 1. Mr. Chirdeep Singh Bagga | Non-Executive Director | Chairperson |
| 2. Mr. Anil Chaudhry | Non-Executive Independent Director | Member |
| 3. Mr. Louis-Marie St-Maurice | Non-Executive Director | Member |
Meetings of IC
During FY 2024-25, IC met 5(five) times i.e. on August 1, 2024, September 6, 2024, January 16, 2025, February 5, 2025 and MarcRs. 24, 2025.
ATTENDANCE OF BOARD AND COMMITTEE MEETINGS
Details of no. of meetings of Board and Committees attended by the Directors during FY 2024-25 is given as under:
| S. No. Name of the Director | No. of Meetings attended / No. of Meetings entitled to attend | ||||||
| Board | AC | NRC | SRC | RMC | CSR | IC | |
| 1. Mr. Louis-Marie St-Maurice | 11/11 | - | - | - | 3/3 | 1/1 | 5/5 |
| 2. Mr. Anil Chaudhry | 8/9 | 5/5 | - | 1/1 | - | - | 3/3 |
| 3. Ms. Seema Gupta | 10/11 | 1/1 | 2/3 | - | 3/3 | - | - |
| 4. Ms. Shalini Kamath | 10/10 | - | 3/3 | 1/1 | - | 1/1 | - |
| 5. Dr. V.S. Parthasarathy | 2/2 | 1/1 | 1/1 | - | - | - | - |
| 6. Mr. Niraj Kumar Murarka | 2/2 | - | - | - | - | - | - |
| 7. Mr. Chirdeep Singh Bagga | 2/2 | 1/1 | - | 1/1 | 1/1 | 1/1 | 3/3 |
| 8. Mr. Romesh Sobti | 6/9 | - | - | - | 2/2 | - | - |
| 9. Mr. Anil Aggarwal | 9/9 | 5/5 | 2/2 | - | - | - | 2/2 |
| 10. Mr. Nishchal Jain | 9/9 | 5/5 | - | - | - | - | 2/2 |
| 11. Mr. Amar Merani | 4/5 | - | - | - | - | - | - |
MEETING OF UNITHOLDERS AND POSTAL BALLOT
During FY 2024-25, the Unitholders? approval was obtained through the 3rd Annual Meeting and Postal Ballots. The details are as below:
| Particulars | Date of Meeting/ Considered and approved matters Approval | Voting Results (%) |
| 3rd Annual Meeting | a. Audited standalone and consolidated July 23, 2024 financial statements for the financial year ended March 31, 2024, together with the reports of the auditor?s thereon and the annual report on activities and performance of the Trust for the year ended March 31, 2024; | 100 |
| b. Valuation Report for the year ended March 31, 2024; and c. Appointment of M/s. BDO Valuation Advisory LLP as the Valuer for FY 2024-25 and fix the remuneration thereof | ||
| Postal Ballot Notice dated October 09, 2024 | Change of name of Trust from "Indian Highway November 13, Concessions Trust" to "Maple Infrastructure 2024 | 100 |
| Postal Ballot Notice dated MarcRs. 21, 2025 | Trust" and amendments to the third amended and restated indenture of trust dated June 13, 2023 Amended Distribution Policy of the Trust April 22, 2025 | 100 |
DETAILS OF THE UNIT HOLDING BY INVESTMENT MANAGER AND ITS DIRECTORS IN THE TRUST
As on March 31, 2025, neither Investment Manager nor any of its Directors holds any units of the Trust.
NET WORTH OF INVESTMENT MANAGER
Net Worth of Investment Manager as per its latest Annual Audited Standalone Financial Statements for the financial year ended March 31, 2025 is in line with the requirement specified under Regulation 4(2)(e)(i) of the SEBI InvIT Regulations. There is no erosion in the net worth of Investment Manager as compared to the net worth as per its last financial statements.
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 by MIT, the Investment Manager had adopted various policies and codes in relation to MIT.
A. Distribution Policy
The Policy is formulated for distribution of net distributable cash flows of MIT and provides guidelines for payment of Distribution to the Unitholders of MIT in terms of SEBI InvIT Regulations.
The Board of Directors and Unitholders approved amendment in the Policy on February 25, 2025 and April 22, 2025, respectively, to align the same with the amended SEBI InvIT Regulations and SEBI Master Circular. The said Distribution Policy is annexed as Annexure I.
B. Policy on Unpublished Price Sensitive Information and dealing in units by the parties to Maple Infrastructure Trust
The Policy is formulated 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 further, aims to outline process and procedures for dissemination of information and disclosures in relation to MIT on its website, to the Stock Exchange(s) and to all stakeholders at large.
C. Code of Conduct
The Code is intended to serve as a basis for maintaining the standards of honest and ethical business conduct including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, ensure confidentiality of corporate information and data for Investment Manager, the SPVs, MIT, Sponsor, Project Manager and Trustee (‘as defined in this Report?).
D. Auditor and Valuer Appointment Policy
The Policy is formulated for appointment of Auditor and Valuer of MIT and provide the framework for ensuring compliance, in relation to the appointment and removal of Auditor and Valuer, as identified by the Investment Manager in consultation with the trustee, in terms of SEBI InvIT Regulations and other applicable laws.
E. Policy on Related Party Transactions and Conflict of Interest
The Policy is formulated to regulate the Related Party Transactions and conflict of interest of MIT, in terms of SEBI InvIT Regulations and other applicable laws.
F. Future Assets Acquisition Policy
The Policy is formulated to outline the process for acquisition of Future Projects, and any funding proposed to be availed by MIT on a consolidated basis to finance such acquisition.
G. Leverage Policy
The Policy is formulated to outline the process for borrowing, refinancing and repayment by MIT, in terms of SEBI InvIT Regulations.
H. Policy on qualifications and criteria for appointment of unitholders? nominee directors on the Board of Investment Manager
The Policy is formulated to provide the framework in relation to the qualifications and criteria for appointment, removal and evaluation of individuals nominated as the unitholder nominee Directors on the Board of Investment Manager, in terms of SEBI Master Circular no. SEBI/HO/DDHS-PoD-2/P/ CIR/2024/44 dated May 15, 2024 ("SEBI Master Circular").
I. Risk Management Policy
The Policy is formulated to provide the framework for management of risks associated with the business of MIT.
J. Policy for processing and claiming of unclaimed amount
The Policy is formulated to provide a framework for dealing with the unclaimed amounts out of distributions by MIT and the procedure for filing of claims by Unitholders for such unclaimed amounts, in accordance with the SEBI InvIT Regulations and SEBI Master Circular.
K. Code of Ethics for Directors
The Code is adopted to adhere to the highest standards of ethics, professional conduct, integrity and transparency, to act in the interest of the Investment Manager in a manner that garners Trust, to promote the Investment Manager?s organizational values and the principles of responsible management and sound governance.
L. Code of Ethics and Professional Conduct for Officers and Employees
The Code of conduct is applicable to all employees of the Investment Manager to ensure ethical conduct while dealing with business of MIT and to ensure compliance with policies adopted against corrupt and unethical policies.
M. Remuneration Policy
The Policy is formulated to provide the framework for the remuneration to the Board, Key Managerial Personnel, and other employees of the Investment Manager.
N. Policy on evaluation of performance of Directors and the Board
The Policy is formulated to outline the process for the formal evaluation of performance of the Board of Directors, its Committees and Independent Directors of Investment Manager.
O. Whistle-Blower and Vigil Mechanism Policy
The Policy is to formulate a vigil mechanism to report genuine concerns and provide adequate safeguards against victimization of Directors or employees or any other person who avail such mechanism.
P. Policy for determining materiality of information for periodic disclosures
The policy is formulated to outline process and procedures for determining materiality of information in relation to periodic disclosures of MIT which are required to be made to the Unitholders, Stock Exchange(s), Trustee and on MIT?s website.
SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES)
The Trust has been registered on SCORES ver.2.0 (w.e.f. April
1, 2024) and all investor complaints are processed through the centralised web-based complaints redressal system. The salient features of this system are centralised database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. In case any investor complaint is received through SCORES or otherwise, Investment Manager shall make every effort to resolve the same within the statutory time limit.
The details of investor complaints during FY 2024-25 is as under:
| Particulars | All complaints including SCORES complaints | SCORES Complaints |
| Number of investor complaints pending at the beginning of the year | 0 | 0 |
| Number of investor complaints received during the year | 0 | 0 |
| Number of investor complaints disposed of during the year. | 0 | 0 |
| Number of investor complaints pending at the end of the year. | 0 | 0 |
| Average time taken for redressal of complaints for the year | 0 | 0 |
SEBI ONLINE RESOLUTION OF DISPUTE (ODR)
SEBI vide its circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023 and no. SEBI/HO/OIAE/OIAE_ IAD-3/P/CIR/2023/195 dated December 20, 2023, had introduced an Online Resolution of Disputes in the Indian Securities Market. The Online Dispute Resolution Portal ("ODR Portal") is designed to enhance investor grievance redressal which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market has been established, wherein all market intermediaries are mandatorily required to register. The implementation of ODR Portal is through SMART ODR Portal (Securities Market Approach for Resolution through ODR Portal). MIT is in compliance of above circular had registered itself on the SMART ODR and the same can be accessed at https://www.maplehighways.com/contact-us
MEANS OF COMMUNICATION
Website
The Trust?s website i.e., www.maplehighways.com, contains a separate dedicated section ‘Investor Relations where information for investors is available.
Annual Report
The Annual Report containing, inter-alia, Audited Standalone and Consolidated Financial Information, Auditors? Report and other disclosures, is circulated to the Unitholders of the Trust and other stakeholders? entitled thereto. The Annual Report is also available in downloadable form on the website of the Trust at www.maplehighways.com.
Financial Results
The Trust?s half yearly/annual financial results along with the Limited Review/Audit Report are submitted to the Stock Exchange. They are also available on the website of the Trust at www.maplehighways.com.
Designated email ID
The Trust has designated email IDs exclusively for investor servicing and grievance redressal viz. info@maplehighways.com and compliance@maplehighways.com.
SPONSOR OF THE TRUST
Maple Highways Pte. Limited
Maple Highways Pte. Limited ("Sponsor") is a private limited company incorporated on April 05, 2019 under the Companies Act of Singapore having its registered office and principal place of business at One Raffles Quay, #39-01 North Tower, Singapore 048583. Maple Highways Pte. Limited is registered with SEBI as a Foreign Venture Capital Investor ("FVCI") under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000 ("SEBI FVCI Regulations") bearing registration number IN/FVCI/19-20/0478.
TheSponsorisawholly-ownedsubsidiaryofCDPQInfrastructures Asia Pte. Limited. The Board of Directors of the Sponsor is entrusted with the overall management of the Sponsor.
The composition of Board of Directors of the Sponsor as on March 31, 2025 is given as under:
| Sr. No. Name of Director |
| 1. Ms. Wai Leng Leong |
| 2. Ms. Rana Saliba Karadsheh-Haddad |
| 3. Mr. Olivier Pascal Lai-Ong-Teung |
| (Alternate Director for Ms. Rana Saliba Karadsheh- |
| Haddad and Ms. Wai Leng Leong) |
The changes in the Board of Directors of Sponsor during FY 2024-25 are given as under:
| Name of Directors | Particulars of change |
| Mr. Olivier Pascal Lai-Ong-Teung | Ceased to be a Director w.e.f. February 26, 2025 |
| Ms. Rana Saliba Karadsheh- Haddad | Appointed as a Director on February 26, 2025 |
| Mr. Olivier Pascal Lai-Ong-Teung | Appointed as an alternate Director for Ms. Rana Saliba Karadsheh-Haddad and Ms. Wai Leng Leong w.e.f. February 26, 2025 |
PROJECT MANAGER
Maple Highway Project Management Private Limited ("Project Manager") is a private limited Company incorporated on January 28, 2010 under the Companies Act, 1956 having its registered office at Unit No. 699, 6th Floor, VEGAS Plot No. 6, Pocket 1, Sector 14, Dwarka, South Delhi, New Delhi – 110075 and Corporate office at Wing A, Sahar, Office Unit No. 2, Ground floor, Village Marol, Andheri East, Mumbai – 400 099. As on March 31, 2025, Maple Highways Pte Ltd., sponsor of MIT holds 80% of total paid-up equity capital of Project Manager and balance 20% is owned by the Investment Manager. The Project Manager shall (directly or through the appointment of appropriate agents) undertake operations and management of the Trust assets, including making arrangements for the maintenance of such assets. The Project Manager has been appointed as per the terms of the Project Implementation and Management Agreement dated June 8, 2022 (for SJEPL) and October 13, 2022 (for NCREPE) which were further amended on MarcRs. 7, 2024.
The composition of Board of Directors of the Project Manager as on March 31, 2025 is given as under:
| Sr. No. Name of Directors | Designation |
| 1. Mr. Louis-Marie St-Maurice | Non-Executive Director |
| 2. Mr. Nishchal Jain | Non-Executive Director |
There were no changes in the Board of Directors of the Project Manager during FY 2024-25.
TRUSTEE OF THE TRUST
Axis Trustee Services Limited ("Trustee") is the Trustee of the Trust. 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, P B Marg, Worli, Mumbai, Maharashtra- 400025 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.
The Trustee confirms that it has and undertakes to ensure that it will at all times, maintain adequate infrastructure personnel and resources to perform its functions, duties and responsibilities with respect to the Trust, in accordance with the SEBI InvIT Regulations, the Indenture of Trust and other applicable law.
The Board of Directors of the Trustee is entrusted with the responsibility for the overall management of the Trustee. The Board of Directors of the Trustee as on March 31, 2025 are as follows:
| Sr. No. Name of Directors | Designation |
| 1. Mr. Prashant Joshi | Non-Executive Director |
| 2. Mr. Arun Mehta | Non-Executive |
| Independent Director | |
| 3. Mr. Parmod Kumar Nagpal | Non-Executive |
| Independent Director | |
| 4. Mr. Rahul Choudhary | Managing Director and |
| Chief Executive Officer |
The changes in Board of Directors of Trustee during FY 2024-25 are given as under:
| Name of Directors | Particulars of change |
| Mr. Arun Mehta | Appointed as a director of the Trustee w.e.f. May 03, 2024 |
| Mr. Parmod Kumar Nagpal | Appointed as a director of the Trustee w.e.f. May 03, 2024 |
| Mr. Sumit Bali | Ceased to be a director of the Trustee w.e.f August 16, 2024 |
| Ms. Deepa Rath | Ceased to be the Managing Director and Chief Executive Officer of the Trustee w.e.f February 05, 2025 |
| Mr. Rahul | Appointed as the Managing Director and |
| Choudhary | Chief Executive Officer w.e.f February 06, 2025 |
Subsequent to the financial year ended March 31, 2025, following are the changes in the Board of the Trustee:
| Name of Directors | Designation |
| Mr. Bipin | Appointed as Additional Non-Executive |
| Kumar Saraf | Director, w.e.f. April 11, 2025. |
SECRETARIAL COMPLIANCE REPORT
In compliance with the Regulation 26J of the SEBI InvIT Regulations read with SEBI Master Circular, M/s. Mayekar & Associates, Practicing Company Secretaries, Mumbai has conducted audit for secretarial compliance report of MIT for the financial year ended March 31, 2025 and the same is annexed as Annexure II. The Annual Secretarial Compliance Report for the financial year 2024-25 has also been submitted to BSE Limited within the prescribed timeline. The said Annual Secretarial Compliance Report is also available on the website of MIT i.e. https://www.maplehighways.com/investor-relations
COMPLIANCE REPORT ON CORPORATE GOVERNANCE
In compliance with the Regulation 26K of the SEBI InvIT Regulations read with SEBI Master Circular, the Investment Manager has submitted the quarterly Compliance Report on Corporate Governance to the Stock Exchange for the quarter ended June 30, 2024, September 30, 2024, December 31, 2024 and March 31, 2025. Further, Part C of the Compliance Report on Corporate Governance also forms part of this Annual report and the same was also submitted to the stock exchange along with quarterly Compliance Report on Corporate Governance for the quarter ended March 31, 2025. The aforesaid compliance reports on corporate governance are annexed as Annexure III.
MANDATORY DISCLOSURES AS SPECIFIED UNDER PART-A OF SCHEDULE IV OF REGULATION 23(5) OF SEBI INVIT REGULATIONS
1. INVESTMENT MANAGER?S BRIEF REPORT OF THE ACTIVITIES OF THE INVIT AND SUMMARY OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR OF THE INVIT
MIT was set up as an irrevocable Trust under the Indian Trust Act, 1882 in terms of an Indenture of Trust dated November 06, 2019 ("Initial Indenture") which was subsequently amended by first amended and restated Indenture of Trust dated December 19, 2019 and further amended and restated on October 04, 2021, and June 13, 2023, respectively. The Trust Deed was further amended by the amendment agreement on MarcRs. 7, 2024 and on November 29, 2024, respectively ("Trust Deed"). The Trust is registered with SEBI as an Infrastructure Investment Trust under the SEBI InvIT Regulations on February 24, 2020 having registration number IN/InvIT/19-20/0013.
Maple Highways Pte. Ltd. ("the Sponsor") is the Sponsor and Axis Trustee Services Limited ("the Trustee") is the Trustee of the Trust. Maple Infra InvIT Investment Manager Private Limited was appointed as the Investment Manager to the Trust pursuant to Investment Management Agreement ("IMA") dated December 23, 2019 which was further amended and restated on October 04, 2021 and June 13, 2023, respectively. The IMA was further amended by amendment agreement on MarcRs. 7, 2024.
The object and purpose of the Trust is to carry on the activity of an Infrastructure Investment Trust as per the
SEBI InvIT Regulations. Investment by the Trust shall only be in HoldCos, SPVs, Infrastructure Projects, Securities in India or other permitted investments in accordance with the SEBI InvIT Regulations, the Investment Strategy and the Trust Documents. The principal investment objective of the Trust is to develop, operate and invest in Infrastructure Projects in India, directly or through HoldCos/SPVs and make other investments and undertake such activities in such jurisdictions as may be permissible under the SEBI InvIT Regulations, other applicable laws and the Trust Documents. The Trust has been established with the principal objective of raising commitments from investors and utilizing such commitments to acquire, hold, operate, manage, and transfer infrastructure projects permitted under the SEBI InvIT Regulations, the Investment Strategy and the Trust Documents. The Trust shall not engage in any business or activities except as permitted under Trust Documents and subject to the SEBI InvIT Regulations.
The units issued by the Trust have been listed on BSE Limited since June 21, 2023.
As of March 31, 2025, the Trust has the following two Special Purpose Vehicles ("SPV"): i. Shree Jagannath Expressways Private Limited ("SJEPL"): ii. NCR Eastern Peripheral Expressway Private Limited ("NCREPE")
Summary of Audited Standalone and Consolidated Financial Information of the Trust is as under:
| Financial Year ended March 31, 2024 | Financial Year ended March 31, 2025 | |||
| Particulars | Standalone | Consolidated | Standalone | Consolidated |
| Total Income | 3,951.77 | 7,731.10 | 4,603.99 | 8,446.95 |
| Total Expenditure | 502.37 | 9,743.31 | 403.89 | 9,552.82 |
| Profit before tax | 3,449.40 | (2,012.21) | 4,200.10 | (1,105.87) |
| Less: Provision for tax | ||||
| Current tax | 93.7 | 93.7 | 99.75 | 99.75 |
| Deferred tax | 0 | 0 | 0 | 0 |
| Tax expense pertaining to earlier year | 0 | 0 | 0.32 | 0.32 |
| Profit for the year | 3,355.70 | (2,105.91) | 4,100.03 | (1,205.94) |
| Other comprehensive income/(loss) | 0 | (1.75) | 0 | 0.36 |
| Total comprehensive income/(loss) | 3,355.70 | (2,107.66) | 4,100.03 | (1,205.58) |
2. MANAGEMENT DISCUSSION AND ANALYSIS BY THE DIRECTORS OF THE INVESTMENT MANAGER ON ACTIVITIES OF THE INVIT DURING THE YEAR, FORECASTS AND FUTURE COURSE OF ACTION
The Management Discussion and Analysis forms a part of this Annual Report.
3. BRIEF DETAILS OF ALL THE ASSETS OF THE INVIT, PROJECT-WISE
The Trust?s portfolio comprises of the following assets.
Shree Jagannath Expressways Private Limited
SJEPL is the SPV of MIT, responsible for managing the six-lane expressway that connects Bhubaneshwar, the state capital of Odisha, with Chandikhole on NH-16 with one toll plaza. This expressway is a part of the Golden Quadrilateral route, which spans from linking India?s major cities of Delhi, Mumbai, Chennai, and Kolkata. This route traverses through the urban centers of Bhubaneswar and Cuttack, both significant economic hubs in Odisha.
During the financial year under review, SJEPL completed the major maintenance works on the asset, a major milestone, by completing 100% overlay of the asset. The SPV also completed 100% CCTV coverage of the project and developed a state of the art control center. Several works were taken up under the punch list completion in coordination with the seller team like new streetlights,
MBCB, etc. Owing to policy and demand related issues around iron ore mining, the asset had a below par revenue performance. SJEPL marked FY 2024-25 as its first NIL workplace fatality year.
NCR Eastern Peripheral Expressway Private Limited
NCREPE is the SPV of MIT, responsible for managing the Eastern Peripheral Expressway. The NCREPE is a six-lane expressway connecting Kundli to Palwal via Ghaziabad, spanning 135 km. The NCREPE is an access-controlled expressway with features like cement concrete roads, a speed limit of 120 km/hr, world-class toll plazas, fountains, replica monuments, 2.5 lakh median plantations, drip irrigation systems, and major bridges.
During the financial year under review, NCREPE substantially completed repair works on the asset using a ‘Change of Scope? (COS) order from NHAI as well as through internal capex provisions made during the asset acquisition process. These works were executed with highest regard to safety. The asset completed major overhaul of the solar plants and is currently generating solar power to the tune of 4MW, contributing to 30% of power requirement at the asset. The project also commenced works on another COS proposal to develop truck layby, undertake carbonation painting on structures and overhauling the signages at the asset. During the year, the asset had an above par revenue performance. NCREPE marked FY 2024-25 as its first NIL workplace fatality year.
4. DETAILS OF REVENUE DURING THE YEAR, PROJECT WISE FROM THE UNDERLYING PROJECTS
The revenue from operations of the assets of the Trust is as follows:
| Projects | FY 2024-25 | FY 2023-24 |
| SJEPL | 2,372.76 | 2,334.10 |
| NCREPE | 5,508.16 | 4,920.74 |
5. BRIEF SUMMARY OF THE VALUATION AS PER FULL VALUATION REPORT AS AT THE END OF THE YEAR
A. Background and Scope
The Trust appointed M/s. BDO Valuation Advisory LLP (IBBI Registration No. IBBI/RV-E/02/2019/103) as the Valuer of the Trust to undertake the enterprise valuation of the InvIT Assets i.e Shree Jagannath Expressways Private Limited and NCR Eastern Peripheral Expressway Private Limited as per the requirements of SEBI InvIT Regulations and calculation of NAV of the Trust as on March 31, 2025.
M/s. BDO Valuation Advisory LLP had undertaken the valuation of Trust?s assets for four consecutive years (i.e. from FY 2021-22 to FY 2024-25) and has completed the maximum permissible term in terms of SEBI InvIT Regulations. Accordingly, the Board of Directors of the Investment Manager at its meeting held on May 21, 2025 has approved the appointment of M/s. GT Valuation Advisors Private Limited, the Independent Valuer, bearing firm registration number IBBI/RV-E/05/2020/134, as the Valuer of Trust for the financial year 2025-26, subject to the approval of the Unitholders of Trust, to carry out the valuation of its SPVs and other valuations in accordance with the SEBI InvIT Regulations.
B. Valuation Methodology Adopted
Considering the nature of the business, the SPVs have been valued using Discounted Cash Flow ("DCF") Method under Income Approach. Free Cash Flow to Firm ("FCFF") model under the DCF Method is used to arrive at the enterprise value of SPVs. Further, the value of the SPVs would be reflected in its future earnings potential of the SPVs.
The Calculation of the NAV of the Trust has arrived considering Summation Method.
C. Valuation Summary as on Valuation Date – March 31, 2025
| Sr. No. Name of Entity | WACC adopted (%) | Enterprise Value ( in million) | Equity Value ( in million) |
| 1. SJEPL | MAT- 10.1% | 23,319.8 | 11,732.1 |
| 2. NCREPE | Nil Rate- 10.7% | 73,666.7 | 11,665.2 |
| Full Tax- 9.1% |
D. Valuation Conclusion The enterprise value of SJEPL and NCREPE is C 23,319.8 million and C 73,666.7 million, respectively, as on Valuation Date i.e. March 31, 2025 and NAV per unit of the Trust is arrived at C 145.6.
The full Valuation Report forms part of this Annual Report and enclosed as Annexure IV and can also be viewed on the Trust?s website at https://www.maplehighways.com/investor-relations.
6. ANY INFORMATION OR REPORT PERTAINING TO THE SPECIFIC SECTOR OR SUB-SECTOR THAT MAY BE RELEVANT FOR AN INVESTOR TO INVEST IN UNITS OF THE INVIT
Please refer Management Discussion and Analysis which forms part of this Annual Report.
7. DETAILS OF CHANGES DURING YEAR ENDED MARCH 31, 2025 PERTAINING TO a. 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
There was no addition and divestment to the assets of the Trust during the financial year 2024-25.
Further, Share Purchase Agreements and other transaction documents ("Transaction Documents") were executed with Ashoka Concessions Limited and other parties for acquisition of approximately 100% equity interest by the Trust in 5 (five) identified toll road assets for which Competition Commission of India approval has been received. The completion of the above Transaction is subject to approval of the unitholders of the Trust and completion of certain conditions precedent including approval of the Lenders of the respective target entities and National Highways Authority of India. The intimation for execution of Transaction Documents was filed with BSE Ltd and submitted with Trustee on October 30, 2024.
b. Valuation of Assets and NAV (as per the full valuation reports)
Please refer to the Summary of the Valuation Report in this report.
c. Borrowings or repayment of borrowings (standalone and consolidated)
| FY 2024-25 | ||
| Particulars | Standalone | Consolidated |
| Opening Balance as on April 01, 2024 | 0.00 | 47,881.64 |
| Loan availed during the period | - | - |
| Loan repaid during the period | - | 1,002.43 |
| Other Adjustments | - | 31.11 |
| Closing Balance as on March 31, 2025 | 0.00 | 46,910.32 |
d. Credit rating
The Trust has been assigned the credit rating of ‘[ICRA] AAA (Stable)?, by ICRA on November 8, 2024, for Bank Guarantee of 1000 million and Overdraft of 10 million. Further, ICRA Limited has reaffirmed/ assigned for enhanced amount, the credit rating for Bank Guarantee and Overdraft for Trust.
SJEPL has been assigned the credit rating of ‘[ICRA] AA (Stable)?, by ICRA on August 9, 2024, for bank facilities amounting to 9,881 million.
NCREPE has been assigned the credit rating of ‘[ICRA] AAA (Stable)?, by ICRA on November 29, 2024, for certain bank facilities availed amounting to
38,600 million.
e. Sponsor, Investment Manager, Project Manager, Trustee, Valuer, Directors of the Trustee or Investment Manager or Sponsor, etc.
There is no change in the Sponsor, Investment Manager, Project Manager, Valuer and Trustee during the financial year ended March 31, 2025.
The changes in Board of Directors of Sponsor, Investment Manager, Project Manager and Trustee during the financial year ended March 31, 2025 have been disclosed in this Report and the same is not repeated for the sake of brevity.
(i) Change of Registered Office of the Investment Manager and Project Manager
The registered office address of the Investment Manager and the Project Manager was shifted from ‘6th floor, Chanakya, Off Ashram Road Ahmedabad – 380009? to ‘Unit No. 699, 6th Floor, "VEGAS" Plot No. 6, Pocket 1, Sector 14, Dwarka, South Delhi, New Delhi – 110075, Maharashtra, India? with effect from April 29, 2024 and May 30, 2024, respectively.
(ii) Changes in the Shareholding of Investment Manager and Project Manager:
During FY 2024-25, there were following changes in the Shareholding Pattern of the Investment Manager and Project Manager:
(a) Investment Manager
Maple Highways Pte. Limited (Holding Company of the Investment Manager and Sponsor of the Trust) transferred 2,24,13,459 equity shares comprising 15% of the paid-up equity share capital of the Investment Manager to 360 One Alternates Asset Management Limited on December 13, 2024.
The shareholding pattern of the Investment Manager as on March 31, 2025 is as under:
| Sr. No. Name of shareholders | No. of shares held | % of Total shares held |
| 1. Maple Highways Pte. Ltd. | 12,70,09,579 | 85.00 |
| 2. 360 One Alternates Asset Management Limited | 2,24,13,459 | 15.00 |
| 3. CDPQ Infrastructures Asia Pte. Ltd. | 20 | 0.00 |
| Total | 14,94,23,058 | 100.00 |
During the period under review, the Articles of Association of the Investment Manager were amended w.e.f. MarcRs. 4, 2025 to incorporate the relevant provisions of Share Purchase Agreement dated December 12, 2024, executed among Maple Highways Pte. Ltd. and 360 One Alternates Asset Management Limited.
(b) Project Manager
During FY 2024-25, the Investment Manager acquired 39,000 equity shares of Project Manager from Maple Highways Pte. Limited on December 12, 2024.
The shareholding pattern of the Project Manager as on March 31, 2025 is as follows:
| Sr. No. Name of shareholders | No. of shares held | % of Total shares held |
| 1. Maple Highways Pte. Ltd. | 1,55,990 | 79.99 |
| 2. Maple Infra InvIT Investment Manager Private Limited | 39,000 | 20.00 |
| 3. CDPQ Infrastructures Asia Pte. Ltd. | 10 | 0.01 |
| Total | 1,95,000 | 100.00 |
f. Clauses in Trust Deed, Investment Management Agreement or any other agreement entered into pertaining to the activities of InvIT
Trust Deed
SEBI vide its Advisory letter no. SEBI/HO/DDHS/ DDHS-RAC-1/P/OW/2024/29332/1, dated September 12, 2024, advised the InvITs to refrain from using words or expressions such as India, Indian, National, or Bharat or words which suggest patronage of Government of India in the name of the InvIT registered with SEBI. The Trust was further advised to take appropriate steps to carry out changes to the name of the InvIT.
Accordingly, the Board of Directors of Investment Manager on October 9, 2024, passed a resolution approving the change of name of the Trust from "Indian Highway Concessions Trust" to "Maple Infrastructure Trust" and related amendment to the third amended and restated Indenture of Trust, which was subsequently approved by Unitholders on November 13, 2024.
The second amendment to the third amended and restated Indenture of Trust dated June 13, 2023 was executed and registered on November 29, 2024 effecting the name change of the Trust from "Indian Highway Concessions Trust" to "Maple Infrastructure Trust" w.e.f. November 29, 2024.
Investment Management Agreement
There were no changes/ amendments in the Investment Management Agreement during the FY 2024-25.
Project Management and Implementation Agreement with the SPVs
There were no changes/ amendments in the Project Management and Implementation Agreement with the SPVs during FY 2024-25.
g. Any regulatory changes that has impacted or may impact cash flows of the underlying projects
Except otherwise specified, during the period under review, there were no regulatory changes that had impacted or may impact cash flows of the underlying projects.
h. Change in material contracts or any new risk in performance of any contract pertaining to the InvIT
Except otherwise specified, during the period under review, there was no change in material contracts or any new risk in performance of any contractor pertaining to the InvIT.
i. Any legal proceedings which may have a significant bearing on the activities or revenues or cash flows of the InvIT
Except otherwise specified, during the period under review, there were no legal proceedings that may have a significant bearing on the activities or revenues or cash flows of the InvIT.
j. Any other material change during the year
Except as disclosed elsewhere in this Report, there were no material change during the year.
8. REVENUE OF THE INVIT FOR THE LAST 5 YEARS, PROJECT-WISE
| Projects | FY 2024-25 | FY 2023-24 | FY 2022-23 |
| SJEPL | 2,372.76 | 2,344.10 | 1,491.15 |
| NCREPE | 5,508.16 | 4,902.74 | 1,698.57 |
Note: Prior to FY 2022-23, MIT was not holding any InvIT asset.
9. UPDATE ON DE VELOPMENT OF UNDER-CONSTRUCTION PROJECTS, IF ANY - NOT APPLICABLE
10. DETAILS OF OUTSTANDING BORROWINGS AND DEFERRED PAYMENTS OF INVIT INCLUDING ANY CREDIT RATING(S), DEBT MATURITY PROFILE, AND GEARING RATIOS OF THE INVIT ON A CONSOLIDATED AND STANDALONE BASIS AS AT THE END OF THE YEAR
| Particulars | Standalone | Consolidated |
| Borrowing Outstanding as on March 31, 2025 | 0.00 | 46,910.32 |
| Deferred Payment | 0.00 | 0.00 |
| Tenure of borrowings | N.A | SJEPL: 11 years NCREPE: 17 years |
| EV as per valuation report | N.A | SJEPL: 23,319.8 NCREPE : 73,666.7 |
| Gearing Ratio | N.A | 48.37% |
Debt Maturity Profile
Please refer note no. 35 of the Audited Consolidated Financial Information which forms a part of this Annual Report.
Credit Ratings
Please refer to point 7 (d) of this Report.
11. THE TOTAL OPERATING EXPENSES OF THE INVIT ALONG WITH DETAILED BREAK-UP, INCLUDING ALL FEES AND CHARGES PAID TO THE INVESTMENT MANAGER AND ANY OTHER PARTIES, IF ANY DURING THE YEAR
Based on standalone financial statements
| Particulars | FY 2024-25 | FY 2023-24 |
| EXPENSES | ||
| Finance cost | 3.41 | 4.85 |
| Investment management fees | 275.64 | 258.21 |
| Valuation expenses | 2.31 | 1.30 |
| Trustee fees | 0.89 | 0.89 |
| Insurance Expenses | 0.65 | 0.88 |
| Payment to auditors | 17.69 | 35.37 |
| Other expenses | 103.30 | 200.87 |
| Total expenses | 403.89 | 502.37 |
12. PAST PERFORMANCE OF THE INVIT WITH RESPECT TO UNIT PRICE, DISTRIBUTIONS MADE AND YIELD FOR THE LAST 5 YEARS, AS APPLICABLE
Unit price (As per the data available on BSE Limited)
| Financial Year | Highest | Lowest | Closing as on March 31 |
| 2023-24 | 100 | 100 | 100 |
| 2024-25 | 144 | 120 | 100 |
Notes:
1. The Units of the Trust were listed on BSE on June 21, 2023. Hence, the data prior to FY 2023-24 is not applicable.
2. There was no trading of units of Trust during FY 2023-24. Accordingly, the issue price i.e. 100 per unit has been mentioned above.
3. Since, closing price as on March 31 is not reflecting on the BSE website, the issue price i.e. 100 per unit has been mentioned above
Details of issuance of Units of the Trust
| Sr. No. Type of Issue | Date of allotment of Units | Date of Listing | Issue Price (in ) | No. of Units |
| 1. Private Placement | June 23, 2022 | June 21, 2023 | 100 | 91,000,000 |
| 2. Right Issue | November 3, 2022 | June 21, 2023 | 100 | 261,170,000 |
| Total | 352,170,000 |
Distributions and Yield
The units issued by the Trust were listed on BSE Limited on June 21, 2023 and the first distribution to the unitholders of the Trust was completed on May 29, 2025. Accordingly, past performance of the Trust with respect to yield for previous years is not applicable.
The details of declaration & payment of distribution and yield are given as under:
| Date of declaration of distribution | Distribution in the form of Interest ( per unit) | Return of capital ( per unit) | Total distribution ( per unit) | Distribution Amount ( in Million) | Date of payment to unitholders | Yield (%)* |
| May 21, 2025 | 2.1366 | - | 2.1366 | 752.45 | May 29, 2025 | 1.48 |
*Yield = Distribution per Unit / Average NAV
13. UNIT PRICE QUOTED ON THE EXCHANGE AT THE BEGINNING AND END OF THE FINANCIAL YEAR, THE HIGHEST AND LOWEST UNIT PRICE AND THE AVERAGE DAILY VOLUME TRADED DURING THE FINANCIAL YEAR
| Particulars | BSE ( ) |
| Unit price quoted on the exchange at the beginning (Opening price of April 1, 2024) | 100.00 |
| Unit price quoted on the exchange at the end (Closing price of March 31, 2025) | 100.00 |
| Issue unit price | 100.00 |
| Highest unit price (December 18, 2024) | 144.00 |
| Lowest unit price (August 23, 2024) | 120.00 |
| Average daily volume traded (August 2024 and December 2024)* | 500000 |
# Issue price of units is mentioned, as opening and closing price on BSE is not available. * Trading in the units of MIT was done only in the months of August and December 2024.
14. DETAILS OF ALL RELATED PARTY TRANSACTIONS DURING THE YEAR, VALUE OF WHICH EXCEEDS FIVE PER CENT OF VALUE OF THE INVIT ASSETS
During the period under review, there were no related party transactions entered into by the Trust which exceeds 5% of the value of the InvIT assets. The related party transactions entered during FY 2024-25 forms part of the financial information and can be referred to in Note No. 23 and 33 of Standalone and Consolidated Financial Information, respectively.
15. DETAILS REGARDING THE MONIES LENT BY THE INVIT TO THE HOLDING COMPANY OR THE SPECIAL PURPOSE VEHICLE IN WHICH IT HAS INVESTMENT IN
Details of money lent by MIT as of March 31, 2025 in the SPVs are given as under:
| Sr. No. Name of the SPV | Amount Lent |
| 1. SJEPL | 2,700.08 |
| 2. NCREPE | 18,237.26 |
16. DETAILS OF ISSUE AND BUYBACK OF UNITS DURING THE YEAR, IF ANY
During the period under review, the Trust has not issued any units or bought back its units.
17. BRIEF DETAILS OF MATERIAL AND PRICE SENSITIVE INFORMATION
In terms of Regulation 23(6) of SEBI InvIT Regulations, following are the information disclosed to the stock exchanges during FY 2024-25:
| Sr. No. Particulars of Submission | Date of filing with BSE |
| 1. Intimation of Credit Rating of Bank facilities confirmed by ICRA Limited | April 30, 2024 |
| 2. Appointment of Ms. Shalini Kamath (DIN:06993314) as Independent Director of the Company for a period of 3 years with effect from April 30, 2024 | April 30, 2024 |
| 3. Outcome of meeting of Board of Directors of Investment Manager held on May 28, 2024 wherein Board considered, and approved, inter-alia, the below matters: | May 28, 2024 |
| a. the Audited Standalone and Consolidated Financial Information for the year ended March 31, 2024 and the Audited Standalone and Consolidated Results of the Trust for the half year and financial year ended March 31, 2024 along with the Auditor?s Reports thereon | |
| b. the Net Asset Value of the units of the Trust as on March 31, 2024 is 143.70/ - per unit | |
| 4. Valuation report of the assets of the Trust for the year ended March 31, 2024 | May 28, 2024 |
| 5. Appointment of Mr. Anil Chaudhry (DIN: 03213517) as Independent Director (Additional, Non- Executive) and Mr. Amar Merani (DIN: 07128546) as Unitholder Nominee Director (Additional, Non-Executive) of the Company. | May 29, 2024 |
| 6. Notice convening 3rd Annual Meeting of the Trust and 4th Annual Report for the FY 2023-24 | June 29, 2024 |
| 7. Voting results of the 3rd Annual Meeting of the Unitholders held on Tuesday, July 23, 2024 for approval and adoption of: | July 23, 2024 |
| a. Audited Standalone Financial Statements and the Audited Consolidated Financial Statements of the Trust for the financial year ended March 31, 2024, together with the reports of the Auditor?s thereon and the Annual Report on activities and performance of the InvIT for the year ended March 31, 2024. | |
| b. Valuation report for the year ended March 31, 2024 | |
| 8. c. Appointment of M/s. BDO valuation advisory LLP as the valuer for financial year 2024-25 and fix the remuneration thereof Reaffirmation of credit rating of Bank Guarantee of 75 crores and Overdraft of 1 crore by ICRA Limited | August 14, 2024 |
| 9. Postal Ballot Notice of Unitholders of the Trust for Approval for change of name of Trust from "Indian Highway Concessions Trust" to "Maple Infrastructure Trust" and amendments to the third amended and restated indenture of trust dated June 13, 2023. | October 14, 2024 |
| 10. Execution of Transaction Documents with Ashoka Concessions Limited and other parties for acquisition of approximately 100% equity interest by the Trust in 5 identified toll road assets | October 30, 2024 |
| 11. Reaffirmation/ assign the credit rating for enhanced amount for Bank Guarantee and Overdraft by ICRA Limited | November 8, 2024 |
| 12. Outcome of meeting of Investment Manager held on November 12, 2024 wherein the Board considered, and approved, inter-alia, the Unaudited Standalone and Consolidated Financial Infor- mation of the Trust for the half year ended September 30, 2024 along with the Limited Review Report thereon | November 12, 2024 |
| 13. Half-yearly report for the half year ended September 30, 2024 | November 12, 2024 |
| 14. Valuation report of the assets of the Trust for the half year ended September 30, 2024 | November 12, 2024 |
| 15. Result of voting by the unitholders w.r.t. Postal Ballot Notice (refer Pt. 9 above) | November 14, 2024 |
| 16. Resignation of Mr. Amar Naraindas Merani (DIN: 07128546), as Unitholder Nominee Director w.e.f. the close of business day of November 22, 2024 | November 23, 2024 |
| Note: The above intimations were also submitted to the Trustee. | |
| 17. Intimation dated November 14, 2024 submitted with respect to Voting Results of the Postal Ballot of Unitholders of the Trust for change of name of trust from "Indian Highway Concessions Trust" to "Maple Infrastructure Trust" and amendments to the third amended and restated indenture of trust dated June 13, 2023 | November 29, 2024 |
| 18. 19. Resignation of Mr. Chandra Kant Sharma from the position of Company Secretary of Investment Manager and also as Compliance Officer of the Trust with effect from the close of business hours of December 06, 2024 Changes in Board Composition of the Company: | December 06, 2024 December 13, 2024 |
| a. Appointment of Mr. Niraj Kumar Murarka (DIN: 02312454) as Unitholder Nominee Director (Additional, Non-Executive) of the Company w.e.f. December 13, 2024 | |
| b. Appointment of Mr. V. S. Parthasarathy (DIN: 00125299), as an Independent Director (Additional, Non-Executive) of the Company w.e.f. December 16, 2024 for a period of 3 years i.e. from December 16, 2024 to December 15, 2027 | |
| c. Appointment of Mr. Chirdeep Bagga (DIN: 08082195) as Director (Additional, Non-Executive) of the Company w.e.f. December 14, 2024. | |
| d. Resignation of Mr. Romesh Sobti (DIN: 00031034) Non-Executive Director and Chairman of the Board of the Company effective from close of the business day of December 13, 2024 on account of his increasing professional commitments and responsibilities. | |
| e. Retirement of Mr. Anil Aggarwal (DIN: 01385684) as an Independent Director (Non-Executive) from the close of business hours of December 16, 2024 on account of completion of his second consecutive tenure as an Independent Director of the Company | |
| f. Resignation of Mr. Nishchal Jain (DIN: 10198806) Non-Executive Director of the Company effective from close of the business day of December 13, 2024 on account of his other professional commitments. | |
| g. Acquisition of 39,000 equity shares of Maple Highway Project Management Private Limited, Project Manager to the Trust | |
| h. Change in Shareholding of the Company | |
| 20. Appointment of Mr. Vikas Prakash as the Company Secretary of Investment Manager and Compliance Officer of the Trust | January 22, 2025 |
| 21. Postal Ballot Notice to Unitholders the Trust for consideration and approval of the amended Distribution Policy. | MarcRs. 21, 2025 |
18. 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, SPONSOR GROUP(S) AND THE TRUSTEE IF ANY, AS AT THE END OF THE YEAR
I. Project SPVs SJEPL
Please note that in relation to litigations and claims involving SJEPL, for a period prior to MIT?s acquisition of SJEPL, the litigations and claims are being managed by the ex-management of SJEPL and the details of such litigation and claims are basis inputs and updates provided by the ex-management of SJEPL.
Litigation against SJEPL
1. Tetrahedron Higher Secondary School filed a writ petition bearing number 8929 of 2019 against, amongst others, the Union of India and SJEPL before the High Court of Odisha, alleging amongst others, that (i) the fee notification issued by the Government of India (Department of Transport and Highways) dated October 19, 2011 ("UOI Fee Notification") and the letter dated November 24, 2011 issued by the NHAI (the "NHAI Fee Notification" and together with the UOI Fee Notification, the "Fee Notifications") violate the fee notification dated August 5, 2002 and toll notification dated MarcRs. 29, 2005 and the Concession Agreement; and (ii) the NHAI Fee Notification illegally revises the UOI Fee Notification. The matter is currently pending adjudication and, as per publicly available information, was last heard on June 17, 2019.
2. Dibyalochan Sahu filed a writ petition bearing number 564 of 2018 against, amongst others, NHAI and SJEPL, before the High Court of Odisha
("High Court"), alleging amongst others, that (i) the fee notification issued by the Government of India (Department of Transport and Highways) dated October 19, 2011 and the letter dated November 24, 2011 issued by the NHAI violate the fee notification dated August 5, 2002 and toll notification dated MarcRs. 29, 2005 and the Concession Agreement; (ii) SJEPL, by collecting toll tax at Hasanpur toll plaza and Khantaghar toll plaza prior to completion of construction works at certain areas of the Project, is acting in violation of National Highways Fee (Determination of Rates and Collection) Rules, 2008; and (iii) the collection of toll at certain toll plazas by SJEPL is illegal, arbitrary in nature and in contravention of the circular dated September 29, 2009 issued by NHAI. The matter is in the admission stage and, as per publicly available information, was last heard on June 25, 2018.
3. An arbitral tribunal passed an award dated September 29, 2017 ("Arbitral Award") in relation to a dispute between SJEPL and the NHAI pertaining to the interpretation of the fee notification issued by the Government of India (Department of Transport and Highways) dated October 19, 2011. Such dispute arose when SJEPL completed the six-laning of the new Mahanadi bridge and thereafter, attempted to collect toll from vehicles using the Mahanadi bridge, which was not allowed by NHAI until February 2017. By way of the Arbitral Award, the arbitral tribunal held, amongst others, that: (i) SJEPL was entitled to collect toll on the Mahanadi bridge from the date of the Mahanadi bridge?s six-laning; and (ii) the NHAI was liable to pay the amount claimed by SJEPL up to June 2016 together with a rate of interest at the prevailing bank rate plus 5% up to the date of Arbitral Award, and thereafter at the prevailing market rate plus 2% percent till the date of payment. Aggrieved by the Arbitral Award, the NHAI ("the Applicant") filed an application under Section 34 of the Arbitration and Conciliation Act, 1996
("Arbitration Act") dated December 28, 2017 before the High Court of Delhi ("High Court") challenging the Arbitral Award. The estimated amount involved in this matter is approximately
2,261.08 million. The High Court by way of its order dated MarcRs. 7, 2022 has set aside the Arbitral Award. SJEPL has filed an appeal under Section 37 of the Arbitration Act on April 23, 2022, i.e., FAO(OS)(COMM) 136/2022, in relation to the order passed by the High Court. The matter is currently pending adjudication.
Claims against SJEPL
1. The independent engineer ("IE") in relation to the SJEPL project, intimated NHAI, by way of its letters dated May 13, 2017 and June 14, 2017, stating that SJEPL had not completed the balance works as required pursuant to the provisional certificate ("Punch List Items") within the stipulated time frame and accordingly shall be liable to pay certain damages with effect from April 12, 2017 up to a period of 120 days on account of delay until all the Punch List Items are completed. Subsequently, NHAI by way of its letter dated October 16, 2017 issued the ‘cure period notice? to SJEPL in accordance with the SJEPL Concession Agreement, alleging several failures on part of SJEPL, including (a) non-completion of the Punch List Items within the specified time period, (b) failure to maintain the existing highway in traffic worthy conditions and to comply with safety and maintenance requirement as specified in the SJEPL Concession Agreement, (c) breach of the provisions in relation to escrow account, (d) failure to comply with obligations in relation to shifting of utilities, (e) non-submission of design and drawings of the Project Highway in accordance with the SJEPL Concession Agreement, and (f) failure to comply with obligation with respect to submitting video recording. Thereafter, SJEPL requested NHAI to reject the IE?s proposal for imposition of damages, stating that the Punch List was erroneous, that encumbrance free land was still not made available, unilateral stoppage of equity support by NHAI was severely affecting project cash flows, and NHAI failed to fulfil its reciprocal obligations. NHAI has issued a letter dated June 20, 2018 questioning the IE as to the reasons why action should not be taken against it for submitting misleading data regarding availability of land in respect of Punch List Items. The estimated amount involved in this matter is approximately 1,033.76 million.
This matter remains pending for resolution and has been taken up with NHAI upon conciliation being called off due to failure of the parties to reach a consensus.
2. NHAI by way of its letter dated February 23, 2017 to SJEPL, has claimed that SJEPL has failed to carry out the maintenance obligation in respect of the project highway including certain O&M activities of roads. Based on the recommendations of the independent engineer appointed ("IE"), NHAI issued a letter dated MarcRs. 22, 2017 to SJEPL, stating the cost of damages to be paid by SJEPL on account of damages for breach of maintenance obligations as per the SJEPL Concession Agreement and other deficiencies observed by the IE during site visit. Post inspection, NHAI found that there were various potholes along the project highway including service roads and that signboards, crash barriers, anti-glare boards had been damaged. Thereafter, NHAI ordered SJEPL to conduct routine maintenance of bridges at various locations along the project highway and stated that the failure to complete such routine maintenance works by SJEPL would force NHAI to initiate necessary action for breach of maintenance obligations of SJEPL. SJEPL has disputed such claims made by NHAI by way of its letter dated February 29, 2020 and has furnished details of maintenance works undertaken by SJEPL. The estimated amount involved in this matter is approximately 7.97 million. This matter remains pending for resolution and has been taken up with NHAI upon conciliation being called off due to failure of the parties to reach a consensus.
3. SJEPL also has certain claims pending against it, in relation to, amongst others, (i) descoping of additional work or services which are not included in the scope of the Project as per the Concession Agreement, involving an amount of
360.16 million; and (ii) damages caused due to non-maintenance of certain stretches of a highway, involving an amount of 144.08 million.
This matter remains pending for resolution and has been taken up with NHAI upon conciliation being called off due to failure of the parties to reach a consensus.
4. NHAI by way of its letter dated MarcRs. 16, 2018 had proposed to sanction the construction of three vehicular underpasses at Balikuda, Badachana and Shikharpur and a flyover at Hansapal ("Locations") to SJEPL under a change of scope arrangement, within provisions of Article 16 (Change of Scope) of the SJEPL Concession Agreement. NHAI, using its powers under Article 16.5 of the SJEPL Concession Agreement, awarded the work to a third-party engineering, procurement and construction contractors ("EPC Contractors"), noting SJEPL?s non willingness to undertake the work. The works were awarded in 2018, and construction had already commenced. Further the NHAI permitted these vendors to divert main carriageway traffic to the service roads at these locations without concurrence of SJEPL. NHAI vide letter dated August 16, 2022, after award of the works has alleged that SJEPL had stopped carrying out maintenance of service roads at these Locations and along with letters dated July 07, 2022, and September 07, 2022 insisted that SJEPL carry out maintenance of service roads at the Locations. SJEPL has denied this request vide letter dated September 21, 2022, stating that as per clause 16.5 of the SJEPL Concession Agreement, the mandate for the maintenance of the Locations falls under the purview of the EPC Contractors awarded the works and accordingly, SJEPL shall only undertake maintenance works after the sections are handed over to SJEPL in their original conditions. Subsequently, NHAI vide letter dated January 02, 2023 alleged that SJEPL had been saving on energy bills and maintenance costs while collecting user toll fee from the particular sections at the Locations where the third party vendors were awarded works for construction of VUP/ Flyover and demanded SJEPL deposit the excess toll fee collected for a cumulative length of 3.58 km for the period between June 2021 till date of the letter for non-maintenance of 3.58/67 km or 5.34% of toll fee, being, 323.4 million of whicRs. 80% amounting to 258.7 million shall be deposited. SJEPL responded to NHAI vide letter dated January 13, 2023 stating that the maintenance of the services roads at the Locations is to be undertaken by the EPC Contractors during the construction period in accordance with the EPC agreement entered into between the EPC Contractors and NHAI. Further, NHAI vide letter dated January 18, 2023 instructed the Independent Engineer
("IE") to review SJEPL?s submissions. The IE vide letter dated MarcRs. 18, 2023 has responded to NHAI with the recommendation that the penalty imposed on SJEPL be withdrawn and SJEPL may be asked to deposit the maintenance costs saved amounting to 80% of 96.4 million i.e., 77.2 million as per Clause 16.6 of the
SJEPL Concession Agreement. The IE has also recommended that the EPC Contractors for the Locations be asked to undertake maintenance activities suitably in order to restore the condition of the service roads or have the same executed at their risk and cost. SJEPL vide its letter dated August 30, 2023 issue to the Independent Engineer, has raised a dispute with NHAI as per the SJEPL Concession Agreement and called upon the Independent Engineer to mediate the matter between SJEPL and NHAI. The matter is currently pending.
5. M/s MSV International Inc. (in association with High Brid India Consultants Private Limited)
("Independent Engineer" or "IE") vide its letter dated July 02, 2022 has issued a notice to SJEPL under sub-clause 17.8 and 17.9 of the SJEPL Concession Agreement alleging non-fulfilment of operations and maintenance obligations of SJEPL in relation to the six laning of stretches of the Chandikhole – Jagatpur – Bhubaneswar section of NH-5 in the State of Odisha
("Project"). In the letter, the IE has requested SJEPL to, inter alia, commence overlay works and remedial measures and submit a plan of such remedial measures undertaken within 7 days and commence the same within 15 days from the date of receipt of the letter, post which SJEPL is required to complete the same within 60 days. SJEPL vide letter dated July 09, 2022 had agreed to proceed with the overlay works as per the scope agreed with the IE and to submit a construction program for the same. However, the IE vide letter dated January 02, 2023 alleged that SJEPL had failed to repair the defects and accordingly NHAI was entitled to recover damages from SJEPL which were calculated from April 01, 2022 to December 31,
2022 amounting to 6.59 million. SJEPL vide letter dated January 25, 2023, has responded to the IE refuting the allegation and damages along with details in relation to the maintenance works and the status of the same being carried out by SJEPL in relation to the works undertaken by SJEPL and highlighting that the works had already commenced. The matter has not been pursued by the Independent Engineer or the NHAI thereafter.
6. All the pending claims against SJEPL were finally reviewed by the Current IE, M/s CMEC vide letter no CMEC/NHAI/NH-16/CJB/2025/1507 dated MarcRs. 17, 2025 and recommended as under:-
| Sr. No. Items | Amount |
| 1. Descope Provision | RS. 653.7 million ( RS. 101.68 million withheld for delinked works. |
| 2. Default in Routine Maintenance Obligations | RS. 107.37 million |
| • RS. 44.1 million for service roads delay | |
| • RS. 52.85 million default in maintenance obligations | |
| • RS. 10.42 million interest against default obligations. | |
| 3. Delay in Completion of Punch List-1 Works | RS. 160.94 million |
| 4. Deficiency in Pavement Thickness. CAPEX is not occurred for the period of Sept 2017 to October 2022 (Interest recovery on account of delay in addressing pavement crust thickness. (Overlay)) | RS. 148.54 million |
| 5. Recovery for collecting excess overload charges | H 30.2 million |
| 6. Savings in energy due to delay in installation of lights. | RS. 12.8 million |
| 7. Non-maintenance of three VUP during construction by third party | RS. 94.9 million |
7. The Company is in receipt of a notice from its erstwhile EPC contractor viz. RKD Constructions Pvt. Ltd (RKD) invoking the arbitration provisions under the EPC Agreement dated MarcRs. 10, 2011 entered into between the two parties. RKD has made a demand for outstanding dues for work done by RKD as the EPC contractor prior to the acquisition of SJEPL by Maple Infrastructure Trust (MIT) and claimed an amount of approximately 5030 million (including interest). Whilst claim of approximately 5030 million (including interest) has been made in the notice, MIT and SJEPL do not reasonably expect any material financial impact on MIT and SJEPL. Formal arbitration has not yet commenced in relation to this matter. Under the transaction documents executed by MIT with the erstwhile shareholders of SJEPL, the erstwhile shareholders have provided warranties backed by corresponding indemnities inter alia confirming that there are no claims against SJEPL from third party vendors (specifically the EPC contractors i.e. RKD).
Claims by SJEPL
1. SJEPL has made various claims in relation to the provision of additional work or services which are not included in the scope of the Project as per the Concession Agreement ("Change of Scope") as proposed by SJEPL or NHAI, including claims for the Change of Scope pursuant to, amongst others, (i) orders of the High Court of Orissa dated December 7, 2011 and February 27, 2012 in public interest litigation bearing miscellaneous case no. 315 and 316 of 2011, to which SJEPL was not a party; (ii) the construction of a new vehicular underpass at 19.100 km near Balikuda Junction and the construction of the Puri Junction flyover; (iii) the implementation of Electronic Toll Collection ("ETC") lane at the existing toll plazas and implementation of the hybrid ETC system at all lanes of the Manguli toll plaza; (iv) the repair and rehabilitation of certain structures including bridges, beyond the provisions of the Concession Agreement; (v) the extension of time for construction of an administrative building for the new toll plaza at Bandalo; (vi) carrying out the work of pavement design; (vii) the design modifications as required to be made for the proposed Khapuria Flyover; (viii) a delay in procurement of 2 ambulances caused due to non-approval of a previous Change of Scope claim; (ix) the dismantling of certain acquired buildings; (x) the fixing of median railing at Palasuni as per directions of High Level Committee on Traffic Coordination; (xi) the installation of oxygen plants and additional fencing; and (xii) cost towards utility shifting. Further, SJEPL is looking for descoping of certain pending construction work on the Project which, as a negative Change of Scope would be treated as per the terms of the
Concession Agreement. The amount involved in these claims aggregates to approximately
2,099.52 million. This matter remains pending for resolution and has been taken up with NHAI upon conciliation being called off due to failure of the parties to reach a consensus.
2. SJEPL, RKD Construction Private Limited and SIL have made claims for the additional financial burden incurred due to change in law, including due to, amongst others, excise duty, value added tax, goods and services tax and an introduction of a new tax on diesel. The amount involved in these claims aggregates to approximately
241.24 million. This matter remains pending for resolution and has been taken up with NHAI upon conciliation being called off due to failure of the parties to reach a consensus.
3. SJEPL has raised a claim with NHAI in relation to the (i) order passed by the High Court of Orissa
("High Court") in the writ petition W.P. (C) No. 31946 / 2011 filed by Keonjhar Nava Nirman Parishad and Badri Narayana Mohaptara against Union of India and others; (ii) interim order passed by the High Court in the writ petition (W.P.(C) No. 624 of 2012) filed by Dhaneshwar Rath Institute of Engineering and Medical Sciences against Union of India and others (collectively, the "HC Orders"). By way of the HC Orders, High Court adjudicated that SJEPL must stop collecting toll at the revised rate under the NHAI Revised Fee Notification. Subsequent to the HC Order, the Supreme Court passed an order dated May 24, 2012 ("SC Order") which stayed the HC Orders till the final disposal of the writ petition(s). SJEPL has (i) claimed a cumulative compensation for the loss suffered due to the loss of toll during the period between the HC Orders and the SC Order; (ii) claimed the HC Orders are a nonpolitical event as per the provisions of the SJEPL Concession Agreement; (iii) raised a claim with the NHAI due to losses suffered on account of members of local bus and truck owners associations refusing to pay user fees and demanding adherence to the previous tolling rates instead of revised rates; and (iv) alleged that NHAI has suppressed certain between the NHAI and Government of Odisha and did not intimate which is tantamount to ‘breach of trust? under the Concession Agreement. Accordingly, SJEPL has sought conciliation of dispute in this regard. The amount involved is
1,268.87 million. The writ petition no - 31946
/ 2011was dismissed for non-prosecution vide order dated - August 16, 2022.
4. SJEPL has raised a claim with NHAI in relation to (i) demonetisation, (ii) the letters dated November
9, 2016 and November 11, 2016 issued by the Ministry of Road Transport and Highways which directed NHAI to suspend collection of tolls and suitably compensate the toll operators, and (iii) the office orders issued by NHAI dated November
9, 2016 and December 6, 2016, which clarified the provisions for addressal of loss due to non-collection of tolls from November 9, 2016 to the midnight of December 23, 2016. The amount pending in this claim aggregates to approximately
14.45 million. This matter remains pending for resolution and has been taken up with NHAI upon conciliation being called off due to failure of the parties to reach a consensus.
5. SJEPL has raised a claim with the NHAI in relation to delay of provision of the right of way to at least 80% of the length of the land comprising the Project (free from all encumbrances and occupations) by the NHAI to SJEPL in accordance with the Concession Agreement. Further, SJEPL has requested NHAI for, amongst others, descoping the balance work on the stretch where the work cannot be taken up on piece-meal basis due to nonavailability of land on continuous stretch, which is resulting in delay and consequent cost overruns to SJEPL and the issuance of Completion Certificate by de-scoping the balance work on "as is basis". The NHAI has disputed such claims and stated, amongst other things, that NHAI has fulfilled its obligation to provide encumbrance free land to SJEPL and any hindrances in the form of structures trees, pipelines are to be removed by SJEPL as per its contractual obligations under the Concession Agreement, which SJEPL has failed to perform. The amount pending in this claim aggregates to approximately 6,996.40 million. This matter is currently pending and has been taken up with NHAI upon conciliation being called off due to failure of the parties to reach a consensus.
6. SJEPL has made claims in relation to the shifting of electrical utilities and water utilities. These matters are under discussion.
7. SJEPL has requested for compensation from NHAI, by way of claims, in relation to loss of revenue due to nonpayment of user fee by various classes of vehicles, including tankers and containers containing liquid medical oxygen. The amount pending in this claim aggregates to approximately 1.02 million. This matter is currently pending and has been taken up with NHAI upon conciliation being called off due to failure of the parties to reach a consensus.
8. SJEPL has made certain claims to NHAI in relation to (i) the disruption caused by COVID – 19 and the consequent loss caused to it in relation to collection of toll, (ii) extension of the concession period by 5.2 years, and (iii) certain outstanding grants receivable by SJEPL and a few change in scope items. This matter is currently pending and has been taken up with NHAI upon conciliation being called off due to failure of the parties to reach a consensus.
9. All the pending claims by SJEPL were finally reviewed by the Current IE, M/s CMEC vide letter no CMEC/NHAI/NH-16/CJB/2025/1507 dated MarcRs. 17, 2025 and recommended as under:-
| Claims by SJEPL | |
| Sr. No. Items | Amount |
| 1. Positive Change of Scope | 241 million |
| 2. Covid Extension | 35.16 days |
| 3. Reimbursement of Cost of Electrical Utility Shifting | 3.19 million |
| 4. Reimbursement of Cost -Tree cutting | 3.08 million |
| 5. Reimbursement of Cost - Demolition of Buildings | 2.04 million |
| 6. Claim Against Hybrid ETC: | 4.19 million |
| 7. Exemption of tankers & Containers carrying LMO | 1.01 million |
| 8. COS Claims under the Capex work (Installation of Oxygen Work) | 8.11 million |
| 9. Release of Balance Grant | 226 million |
| 10. The claim for toll revenue loss due to non-implementation of Toll Fee revision from 01.04.2024 to 02.06.2024 | Amount under review |
NCREPE
Claims against NCREPE
1. NHAI issued a show cause by way of notice dated December 29, 2022 to NCREPE alleging non-rectification of the defects and deficiencies in operation and management noted by NHAI upon site inspection and notified to NCREPE during a site inspection on December 19, 2022, and directed NCREPE to show cause in relation to the alleged deficiencies and defects. NCREPE vide its response in letter no. Maple/NHAI PIU/ TOT7/ NCREPE/Takeover/16, stated that, amongst other things, the defects highlighted by NHAI in relation to the tolling systems were untenable. Further, NCREPE also highlighted that neither did NCREPE receive any defect instructions nor was NCREPE in breach of any maintenance programs, amongst others and requested NHAI to withdraw the show cause notice and resolve the issues amicably. Subsequently, M/s MSV International Inc. being the Independent Engineer ("IE"), vide their letter dated MarcRs. 17, 2023 recommended that NCREPE?s response to NHAI?s show cause notice was not in compliance with the NCREPE Concession Agreement, and the pace of operations and maintenance work undertaken by NCREPE did not conform to the requirements under the NCREPE Concession Agreement. Accordingly, the IE stated that NCREPE was obliged to plan and undertake the rectification of the project and assets failing which the IE would be constrained to recommend action under the provisions of the NCREPE Concession Agreement to NHAI. Pursuant to receipt of the letter from the IE, NCREPE vide response dated MarcRs. 21, 2023 listed its disagreements with the show cause notice and IE?s recommendation and stated that the IE had only considered selective clarification and had not considered the associates documents along with the NCREPE Concession Agreement to form its recommendation and requested reconsideration. The matter is still pending.
2. M/s MSV International Inc. (in association with Vaishnavi Infratech Services Pvt. Ltd)
("Independent Engineer" or "IE") vide its letter dated May 22, 2023 had issued a notice to NCREPE alleging failure of compliance with operations and maintenance obligations under the NCREPE Concession Agreement in relation to the Eastern Peripheral Expressway (6-lane from Km 1.000 to Km 136.000) of NEII in the National Capital Region observed during site visits, including nonaction for initiation of bituminous concrete marking, pot holes rectification, among others. The IE recommended the "NHAI" through the letter to take up remedial measures at the risk and cost of NCREPE in case of non-compliance with the requirements. Accordingly, NHAI through its letters dated May 23, 2023 reiterated the recommendation, and imposed damages instructing NCREPE to deposit an amount of
2.81 million for the non-fulfilment of obligations up to May 22, 2023. NCREPE through letter dated May 24, 2023 and May 29, 2023 stated that the recommendations of the IE were incorrect and unjustified since all rectifications and improvements were required to be carried out by the existing EPC being initial defects however due to a change of scope the damages have formed a part of the proposal for repair which has been kept in abeyance and is causing delays to rectification. The matter is still pending.
3. NHAI has imposed damages for an amount of
23.8 million on account of Damages for Non-
Fulfilment of O&M Obligations and Remedial Measures at the Risk & Cost of the Concessionaire vide letter no 3308 dated December 5, 2024 which has been refuted by the SPV vide letter no 477 dated December 11, 2024.
Claims by NCREPE
1. As per the Concession agreement, Schedule A, Article 15, TMS is under DLP and AMC of the NHAI toll 01 Nov 2025. However, the NHAI failed to prevail over its vendors appointed for maintenance of TMS to extend necessary support compelling the SPV to undertaken additional expenditure amounting to 81.2 million which has been claimed by the SPV vide letter no 480 dated December 16, 2024. The claims have been rejected by the NHAI following which the SPV has disputed the same. The matter is being shortly referred to the Dispute Resolution Board.
2. In a closed loop tolling environment, to discourage to surreptitiously enter the Project highway, all cases where the entry data is missing are to be charged the farthest toll fee applicable from the exit. The NHAI on two separate occasions unilaterally modified the software through its vendor without intimation to the SPV to ensure the shortest fare is charged. This has resulted in a loss of revenue amounting to 229.98 million which was claimed by the SPV vide letter no 480 dated December 16, 2024. The claims have been rejected by the NHAI following which the SPV has disputed the same. The matter is being shortly referred to the Dispute Resolution Board.
II. Sponsor and its Associates
There are no material litigations and regulatory actions pending against the Sponsor and its Associates as at March 31, 2025.
III. Sponsor Group There are no material litigations and regulatory actions pending against the Sponsor Group as at March 31, 2025.
IV. Investment Manager and its Associates
There are no material litigations and regulatory actions pending against the Investment Manager and its Associates as at March 31, 2025.
V. Project Manager and its Associates
There are no material litigations and regulatory actions pending against the Project Manager and its Associates as at March 31, 2025.
VI. Proceedings against the Trustee
As confirmed by the Trustee, there were no material litigations as at the end of the financial year March 31, 2025. Further, details of operational and disciplinary actions in relation to Trustee, are as below:
OPERATIONAL ACTIONS FOR TRUSTEE
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 ATSL?s InvIT client.
f. Advisory issued by SEBI vide letter dated June 12, 2023 in relation to inspection conducted by SEBI for one of ATSL?s 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 ATSL?s 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.
k. Administrative warning, Deficiency Letter, Advisory issued by SEBI vide letter dated June 28, 2024 in relation to inspection of Axis Trustee Services Limited for the inspection period from July 01, 2021 to August 30, 2023
l. Administrative warning issued by SEBI vide letter dated November 14, 2024 in relation to Examination with respect to recording and verification of Cash flow information in the Securities and Covenant Monitoring (SCM) system by Axis Trustee Services Limited, (ATSL) for the secured listed ISINs.
m. Administrative warning, Deficiency, Advisory issued by SEBI vide letter dated MarcRs. 17, 2025 in relation to inspection of Axis Trustee Services Limited for the inspection period from September 01, 2023 to April 30, 2024.
n. Administrative warning issued by SEBI vide letter dated MarcRs. 18, 2025, in relation to inspection of Axis Trustee Services Limited with respect to thematic inspection for Event of Defaults.
o. Administrative warning and advisory issued by SEBI vide letter dated MarcRs. 24, 2025, in relation to inspection of REIT Client of Axis Trustee Services Limited.
p. Advisory issued by SEBI vide letter dated MarcRs. 25, 2025, in relation to inspection of InvIT Client of Axis Trustee Services Limited.
q. Advisory issued by SEBI vide letter dated MarcRs. 28, 2025, in relation to inspection of InvIT Client of Axis Trustee Services Limited.
r. Advisory issued by SEBI vide letter dated MarcRs. 28, 2025, in relation to inspection of InvIT Client of Axis Trustee Services Limited.
s. Deficiencies and advisory for issued by SEBI vide letter dated MarcRs. 28, 2025, in relation to inspection of REIT Client of Axis Trustee Services Limited
t. Administrative Warning and Advisory issued by SEBI vide letter dated MarcRs. 28, 2025, in relation to inspection of InvIT Client of Axis Trustee Services Limited.
u. Advisory issued by SEBI vide letter dated MarcRs. 28, 2025, in relation to inspection of InvIT Client of Axis Trustee Services Limited.
v. Administrative, Deficiency and Advisory issued by SEBI vide letter dated MarcRs. 28, 2025, in relation to inspection of InvIT Client of Axis Trustee Services Limited.
w. Advisory issued by SEBI vide letter dated MarcRs. 28, 2025, in relation to inspection of REIT Client of Axis Trustee Services Limited.
x. Deficiency and Advisory issued by SEBI vide letter dated MarcRs. 28, 2025, in relation to inspection of REIT Client of Axis Trustee Services Limited.
y. Advisory issued by SEBI vide letter dated MarcRs. 28, 2025, in relation to inspection of InvIT Client of Axis Trustee Services Limited.
z. Administrative Warning issued by SEBI vide its letter dated MarcRs. 28, 2025 in relation to inspection of InvIT client of Axis Trustee Services Limited.
Administrative warnings mentioned above in (a) to (d), (g) (i), (k), (l), (m), (n) 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), (f),(o)to(z) are operational actions issued by SEBI as part of routine inspection of ATSL?s 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 ATSL to SEBI w.r.t compliance status of ATSL?s 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) Rules, 1995 of 10,00,000/-(Rupees Ten Lakh Only) by Adjudicating Officer.
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. (Settlement amount 15,93,750 (Rupees Fifteen Lakhs Ninety-Three Thousand Seven Hundred and Fifty only) & 3,98,438 (Rupees Three Lakh Ninety Eight Thousand Four Hundred and Thirty Eight only) for the delay in the filing of the Settlement application)
OPERATIONAL ACTIONS FOR DIRECTORS
a. Administrative warning issued by SEBI vide letter dated March 31, 2022, to Mr. Prashant Joshi, Director of the Company w.r.t. violation of SEBI (PIT) Regulations in the matter of Axis Bank Ltd
19. RISK FACTORS
1. The Trust has limited established operating history, which will make it difficult for its future performance to be assessed.
2. The Units of the Trust are not frequently traded at the Stock Exchange.
3. The Project SPVs rely on certain third-party vendors and operators to undertake certain activities in relation to the operation and maintenance of the toll roads and any delay, default or unsatisfactory performance by these third parties could materially and adversely affect its ability to effectively operate or maintain the toll roads. Further, the operation of the Project SPVs will also depend on the Trust?s relationships with other stakeholders.
4. The Project SPVs? financing agreements entail interest at variable rates, and any increases in interest rates may adversely affect its results of operations, financial condition and cash flows. Further, the Project SPVs are subject to restrictive covenants under their financing agreements that could limit the Trust flexibility in managing the business or to use cash or other assets.
5. The Valuation Report by BDO Valuation Advisory LLP ("the Valuer") is not an opinion, express or implied, as to the future price of Units or the financial condition of Trust and in the event the assumptions included in the Valuation Report are not met, the valuation of the Project SPVs may be affected as set out in the Valuation Report.
6. SJEPL may not have obtained NHAI approval for previous changes in its shareholding, under the terms of the concession agreement.
7. The accuracy of statistical and other information with respect to the road infrastructure sector and the traffic assessment reports commissioned by the Investment Manager for the Projects cannot be guaranteed.
8. The flexibility of the Trust and the Project SPVs to utilise available funds may be restricted by the escrow arrangements they are required to maintain under the concession agreements.
9. The Auditors had drawn our attention to certain emphasis of matter relating to the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025. We cannot assure you whether such matter of emphasis will not arise in the future.
10. NCREPE has been acquired pursuant to a bid process and relied upon limited assessment of the asset. Accordingly, we cannot assure you that there would not be any adverse impact on the Trust pursuant to reliance on such information.
11. Most of SJEPL?s business approvals, permits and consents, and applications for business approvals, permits and consents were obtained by the RKD Construction Private Limited and Simplex Infrastructures Limited, in their capacity as EPC contractors, in their names, pursuant to the EPC contracts. 12. The Trust as part of its business submits the bid for projects for which we rely upon publicly available information and accordingly, we cannot assure you that there would not be any adverse impact on the Trust pursuant to reliance on such information. 13. The financial information of the Trust and the Project SPVs may not be indicative of the future financial condition, results of operations or cash flows of the Trust.
14. The Trust actual results may be materially different from the expectations, express or implied, or Projections of Revenue from Operations and Cash Flows from Operating Activities included.
15. The Project SPVs have entered into Concession Agreements which contain certain onerous provisions and any failure to comply with such Concession Agreements could result in adverse consequences including penalties and the substitution of the concessionaire.
16. The Concession Agreements may be terminated prematurely under certain circumstances.
17. Lower than expected returns on the Trust investment in its Projects may adversely affect the Trust?s financial results.
18. The Projects? revenues from tolls are subject to significant fluctuations due to amongst others, force majeure events, changes in traffic volumes and the mix of traffic and a decline in traffic volumes could adversely affect its business prospects, financial condition, results of operations, cash flows and its ability to make distributions.
19. Leakage of the tolls collected on the toll-linked Projects may adversely affect the Project SPVs? revenues and earnings.
20. Systems failures, cyber security breaches and attacks and resulting interruptions in our toll linked project could adversely affect our business, financial condition, cash flows and results of operations.
21. The Project SPVs have a limited period to operate the project as the concession period granted to the Project SPVs is fixed.
22. Our toll-linked project may have certain pending construction work and may be subject to cost overruns or delays.
23. The Project SPVs, which are responsible for the operation and maintenance of the Projects, may be directed by the concessioning authority to undertake, and the Project SPVs will be obliged to perform, additional construction work.
24. Newly constructed roads or existing alternative routes may compete with the project and result in the diversion of the vehicular traffic and a reduction of tolls that the Project SPVs can collect.
25. An inability to obtain, renew or maintain the required statutory and regulatory permits and approvals or to comply with the applicable laws may have an adverse effect on the business of the Project SPVs.
26. Failure to comply with and changes in, safety, health and environmental laws and Regulations in India may adversely affect the business, prospects, financial condition, results of operations and cash flows of the Project SPVs.
27. The current insurance coverage for the Projects may not protect the Project SPVs from all forms of losses and liabilities associated with its business.
28. The cost of repairing and refurbishing existing equipment for operating, maintaining and monitoring the Projects could be significant and could adversely affect the results of operations, cash flows and financial condition of the Project SPVs.
29. The cost of implementing new technologies for collection of tolls and monitoring the Trust Projects could materially and adversely affect its business, financial condition, results of operations and cash flows.
30. The project may be subject to increases in costs, including operation and maintenance costs, which we cannot recover by increasing toll fees under the relevant concession agreements.
31. The business and financial performance of the Trust, the operations of the Projects and any future projects that the Trust may acquire, are significantly dependent on the policies of, and relationships with, various government entities in India and could be affected if there are adverse changes in such policies or relationships.
32. The projects awarded to SJEPL and NCREPE are subject to and may be subject to legal or regulatory action and SJEPL and NCREPE may be required to incur substantial expenses in defending any such actions and there is no assurance that SJEPL or NCREPE will be successful in defending such actions.
33. The Project SPVs, parties to the Trust and their respective associates are involved in legal proceedings, which if determined against such parties, may have an adverse effect on the reputation, business, results of operations and cash flows of the Trust.
34. The Project SPVs may be held liable for the payment of wages to the contract labourers engaged indirectly in the operations of the Trust.
35. The results of operations of the Project SPVs could be adversely affected by strikes, work stoppages or increased wage demands by its employees, employees of the Project Manager or employees of other sub-contractors.
36. SJEPL and NCREPE have experienced losses in previous years and any losses suffered by the Project SPVs in the future could adversely affect the Trust?s business, financial condition and the results of its operations, its ability to make distributions and the value of the Units.
37. The Project SPVs may be required to pay additional stamp duty if any concession agreements are subject to payment of stamp duty as a deed creating leasehold rights, or as a development agreement.
38. The Trust have entered into related party transactions and may continue to do so in the future, which may potentially involve conflict of interests with the Unitholders.
39. There may not be any eligible acquisition opportunities in the future, which may adversely affect the Trust?s business, financial condition, results of operations, cash flows and prospects.
40. The Trust has entered into transaction documents to acquire approximately 100% shareholding in five subsidiaries of Ashoka Concessions Limited (‘ACL?) and its affiliates, in one or more tranches in accordance with the terms of the transaction documents. The acquisition is subject to the satisfaction of closing conditions, including receipt of statutory clearances which are beyond the control of the Trust. Accordingly, we cannot assure that the aforementioned entities will be acquired by the Trust. The transaction documents have been entered into relying on the representations, warranties and covenants provided by the sellers. Accordingly, we cannot assure that there would not be any adverse impact on the Trust pursuant to the transaction documents or on completion of proposed acquisition.
41. The Trust may not be able to successfully fund future acquisitions of new projects due to the unavailability of debt or equity financing on acceptable terms, which could impede the implementation of its acquisition strategy and negatively affect its business and we may face limitations and risks associated with debt financing, refinancing and restrictions on investment.
42. There is no assurance that Rating Agency will continue to provide a Stable outlook along with credit rating of AAA to the Trust or that the agencies will provide a rating without covenants. A negative or lower rating may adversely affect the Trust?s ability to raise additional financing, and the interest rates and other terms at which such additional financing is available. This in turn could materially and adversely affect the Trust?s business, prospects, financial condition, results of operations and cash flows.
43. TheTrustmaynotbeabletoensurefullimplementation of required safety measures in certain circumstances, including encroachments, asset deterioration, or inadequate emergency response plans, which could potentially pose risks to user and occupational safety.
44. The use of additional leverage by the Investment Manager and the Trust are subject to risks.
45. The actual performance of the Trust is subject to significant business, regulatory, and tax risks, uncertainties and contingencies that could cause actual results to differ materially from the forward-looking statements.
46. The ability of the Trust to make or maintain consistency in distributions to Unitholders depends on the financial performance of the Project SPVs and its profitability.
47. It may be difficult for the Trust to dispose of its non-performing assets.
48. We cannot assure that we will be in compliance with the minimum public unitholder requirement specified under the SEBI InvIT Regulations on an ongoing basis due to factors beyond our control
49. Changes in government Regulation could adversely affect the Trust profitability, prospects, results of operations, cash flow and ability to make distributions to the Unitholders.
50. We depend on the Investment Manager, the Project Manager and the Trustee to manage the business and assets, and financial condition, results of operations and cash flows and the Trust ability to make distributions may be harmed if the Investment Manager, Project Manager or the Trustee fail to perform satisfactorily. The rights of the Trust and the rights of the Unitholders to recover claims against the Project Manager, the Investment Manager or the Trustee may be limited.
51. The Trust success depends in large part upon the management and personnel that the Investment Manager and Project Manager employ, and their ability to attract and retain such persons.
52. The Investment Manager has limited experience and may not be able to successfully implement its investment strategy for and Investment Objectives of the Trust or to manage the Trust?s growth effectively.
53. The Sponsor and its Associates may be able to exercise significant influence over activities of the Trust on which Unitholders are entitled to vote. The Sponsor?s interests may be different from Unitholders.
54. The Trust may be dissolved, and the proceeds from the dissolution thereof may be less than the amount invested by the Unitholders.
55. Information and the other rights of Unitholders under Indian law may differ from such rights available to equity shareholders of an Indian company or under the laws of other jurisdictions.
56. Parties to the Trust are required to satisfy the eligibility conditions specified under Regulation 4 of the SEBI InvIT Regulations on an ongoing basis. We may not be able to ensure such ongoing compliance by the Sponsor, the Investment Manager, the Project Manager and the Trustee, which could result in the cancellation of the registration of the Trust.
57. We are governed by the provisions of, amongst others, the SEBI InvIT Regulations and the Securities Contracts (Regulation) Act, 1956, the implementation and interpretation of which, is evolving. The evolving regulatory framework governing infrastructure investment trusts in India may have a material adverse effect on the ability of certain categories of investors to invest in the Units, the business, financial condition, results of operations and cash flows and the Trust ability to make distributions to the Unitholders.
58. Unitholders will have no vote in the election or removal of directors in the Investment Manager and will be able to remove the Investment Manager and Trustee only pursuant to a majority resolution.
59. Under Indian law, foreign investors are subject to restrictions that limit their ability to transfer or redeem Units, which may adversely impact the value of the Units.
60. Any future issuance of Units by the Trust may dilute investors? Unitholding. The sale or possible sale of a substantial number of Units by the Sponsor or another significant Unitholder could adversely affect the price of the Units.
61. Rights of Unitholders under Indian law may be more limited than under the laws of other jurisdictions.
62. The Trust?s results may be adversely affected by future unforeseen events, such as adverse weather conditions, natural disasters, terrorist attacks or threats, future epidemics or pandemics or other catastrophic events.
63. We are exposed to risks associated with the road sector in India.
64. The Trust performance and growth are dependent on the factors affecting the Indian economy.
65. We may be exposed to variations in foreign exchange rates. Fluctuations in the exchange rate of the Indian Rupee with respect to the U.S. Dollar or other currencies could affect the foreign currency equivalent of the value of the Units and any distributions.
66. A decline in India?s foreign exchange reserves may reduce liquidity and increase interest rates in India, which could have an adverse impact on us.
67. Social, economic and political conditions and natural disasters could have a negative effect on our business.
68. Any fluctuation in India?s debt rating by rating agencies could have a negative impact on the Trust business.
69. Financial instability in other countries may cause increased volatility in Indian financial markets.
70. Significant differences exist between Ind AS and other accounting principles, such as IFRS, Indian GAAP and U.S. GAAP, which may be material to investors? assessments of our financial condition, result of operations and cash flows.
71. We may be affected by competition law in India and any adverse application or interpretation of the Competition Act, 2002 could adversely affect the Trust business.
72. Changes in legislation or the rules relating to tax regimes could materially and adversely affect the Trust business, prospects, cash flows and results of operations.
73. Unitholders may be subject to Indian taxes arising out of capital gains on sale of Units and on any dividend or interest or any other distributions or payments being made by the Trust to the Unitholders.
74. The Trust and the Project SPVs may be subject to certain tax related risks under the provisions of the IT Act.
75. SJEPL enjoys certain benefits under Section 80-IA of the IT Act and any change in these tax benefits applicable to the Trust may adversely affect its results of operations and cash flows.
76. The income of the Trust in relation to which pass through status is not granted under the IT Act may be chargeable to Indian taxes.
77. Depreciation may not be claimed on the capitalised cost of a road constructed on a Built Operate Transfer ("BOT") basis and project cost on Toll Operate Transfer ("TOT") basis.
78. The Ministry of Finance, GoI, has constituted a task force to draft new direct tax legislation, the provisions of which may have an unfavourable implication for us.
79. Additional tax liability may arise on SJEPL and NCREPE having regard to difference in view adopted with regard to Toll Income.
80. GST may be applicable on the concession fee under the Concession Agreements.
81. GST may be payable on the Toll income.
82. The regulatory framework for Infrastructure Investment Trust in India is evolving rapidly and any change in the same may have certain adverse consequences.
83. The price of the Units may decline depending upon the prevalent market conditions.
84. The SEBI InvIT Regulations allow for Sponsors of listed InvITs to be declassified from the status of sponsors subject to certain conditions. There can be no assurance that its Sponsors will not exercise their ability to be declassified as the Sponsor(s) of the Trust.
85. Information and the other rights of Unitholders under Indian law may differ from such rights available to equity shareholders of an Indian Company or under the laws of other jurisdictions. Further, the reporting requirements and other obligations of Infrastructure Investment Trust post listing are still evolving. Accordingly, the level of ongoing disclosures made, and the protection granted to the Unitholder of the Trust may be more limited than those made or available to shareholders of a Company that has listed its equity shares upon a recognized stock exchange in India.
86. The units listed on BSE limited may not result in an active or liquid market for the Units.
87. The Trust has a limited number of listed peers undertaking similar lines of business for comparison of performance and therefore investors must rely on their own examination of the Trust for the purposes of investment in the Issue.
20. OTHER DISCLOSURE
1. Statement of Deviation/ Variation in use of Issue proceeds as on March 31, 2025 – Not Applicable
2. During the year under review, there were no complaints received under the Whistle Blower and Vigil Mechanism Policy.
21. INFORMATION OF THE CONTACT PERSON OF MIT
Mr. Vikas Prakash
Grp. Company Secretary & Chief Compliance Officer Address: Wing A, Sahar, Office Unit No. 2, Ground floor, Village - Marol, Andheri - East, Mumbai- 400 099. Telephone No: +91 (22) 6817 6666 Email id: compliance@maplehighways.com
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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