NDR INVIT Trust Management Discussions

Industry Review

Indias warehousing sector continued its strong growth trajectory in 2024, driven by expanding economic activity, shifting consumer preferences and the rising influence of manufacturing, 3PL and e-commerce. Despite global economic headwinds, the sector remained resilient with steady transaction volumes and robust occupier demand. Market fundamentals evolved significantly, reflecting resilience and sustained growth. Occupier demand rose

12% year-on-year to 5.24 mn sq. m. (56 mn sq. ft.) across the top eight markets Mumbai, NCR, Bengaluru, Chennai, Hyderabad, Pune, Kolkata and Ahmedabad. Grade A spaces remained the preferred choice, accounting for 62% of transactions, up from 57% in 2023. (Source: Knight Frank Research)

Warehousing market transaction volume Share by Grade

In 2024, market demand remained consistent with 2023 levels, with the industrial sector (excluding FMCG and

FMCD) continuing to drive growth. This segment accounted for 39% of total transactions, leasing 2.05 mn sq. m. (22 mn sq. ft.), marking an 18% year-on-year increase. Notably, 46% of all warehousing transactions were concentrated in Pune and Chennai, underscoring their prominence as key industrial hubs.

	2023	2024
Other Manufacturing	37%	39%
3PL	36%	30%
Retail	8%	11%
E-commerce	5%	9%
FMCD	6%	4%
FMCG	2%	4%
Miscellaneous	5%	3%

Source: Knight Frank Research

Notes:

Other Manufacturing: Other Manufacturing - These include all manufacturing sectors automobile, electronics, pharmaceutical, etc.) except FMCG and FMCD

Miscellaneous: Those include services such as telecom, real estate, document management, agricultural warehousing and publishing Warehousing transactions data includes light manufacturing/ assembling

Note: 1 square meter (sq m) = 10.764 square feet (sq ft) Source: Knight Frank Research

28

Key drivers

Changing consumer behaviour

Indias warehousing sector is undergoing a significant shift driven by the surge in e-commerce and the growing ‘click and buy culture. In 2023-24, Tier 2 and 3 cities accounted for 60% of e-commerce transactions and nearly half of the countrys online shoppers (Source: Invest India). This rapid growth in online retail is fuelling demand for fulfillment centers closer to consumers in these emerging markets.

Governments push for manufacturing

Government initiatives like Make in India Digital India, and the National Logistics Policy have helped build a supportive manufacturing ecosystem nationwide.

Additionally, schemes such as Production-Linked Incentives (PLI) and Design-Linked Incentives (DLI) have encouraged companies to establish assembly and manufacturing units in India. This has been a key driver of industrial and infrastructure growth, particularly in Tier 2 and Tier 3 cities, unlocking new markets and contributing to regional economic development.

Regulatory and infrastructure developments

The implementation of Goods and Services Tax (GST) has simplified Indias previously fragmented tax system, eliminating inter-state barriers and streamlining logistics operations. Simultaneously, large-scale infrastructure programmes like PM Gati Shakti, Bharatmala, Sagarmala, the UDAN Scheme and dedicated freight corridors have significantly enhanced the efficiency and connectivity of distribution networks across the country.

Built-to-Suit (BTS) facilities

There is a growing demand for customised warehousing solutions tailored to specific client needs, regional requirements and unique consumer behaviours particularly in Tier 2 and 3 cities. These built-to-suit facilities offer greater operational efficiency and flexibility for occupiers.

Last-Mile Delivery focus

Companies are increasingly establishing smaller warehouses in Tier 2 and 3 cities to streamline distribution, reduce logistics costs, and ensure faster deliveries, thereby strengthening their supply chain networks.

Quick commerce

Quick commerce is a key driver of warehousing growth in India, fuelling demand for urban, hyperlocal fulfillment centers. The need for faster deliveries has reshaped warehousing strategies, pushing companies to build smaller, decentralised hubs closer to consumers.

Outlook

Demand for Grade A industrial and warehousing spaces is set to stay strong in future, fuelled by enhanced last-mile delivery, growing e-commerce penetration and

Governments push to increase manufacturing. Easy flow of institutional capital has helped in investing in warehousing sector. This trend highlights a shift towards diversified sectoral demand, a growing need for larger space and the rapid modernization of Indias logistics infrastructure. With favourable macroeconomic indicators and strong momentum in key cities, Indias industrial and warehousing market is poised for robust growth, supported by a strong pipeline, sustained investor interest and high occupier confidence.

TRUST OVERVIEW

NDR InvIT Trust, an Infrastructure Investment Trust (InvIT) sponsored by N D R Ware Housing Private Limited, is managed by NDR InvIT Managers Private Limited as the

Investment Manager and NDR Asset Management Private Limited as the Project Manager. The Trust is dedicated to generating quality and sustainable rental income from its existing portfolio while also expanding the portfolio to meet unitholders expectation

FINANCIAL REVIEW

	FY 24-25
	(C in million)
Revenue from operations	3,241.10
Other Income	142.41
Total Income	3,383.52
EBITDA	2,674.57
Profit for the period/year	1,367.28

HUMAN RESOURCE

At NDR InvIT Trust, we believe that our people are our greatest strength. We are deeply committed to inclusive human capital development, with a strong focus on empowering individuals from lower socio-economic strata by creating equitable access to opportunity, learning and advancement.

Through ongoing employee engagement initiatives and regular talent management reviews, we actively invest in nurturing talent at all levels, ensuring that every individual regardless of background has the support and platform to thrive. Our workplace culture is intentionally designed to foster growth, belonging and upward mobility, particularly for those who may have faced systemic barriers in the past. Inclusivity is not just a principle it is at the core of how we operate. We strive to build diverse, representative teams, where every voice is not only heard, but truly valued. Our commitment to diversity, equity and inclusion is reflected in our proactive adoption of best-in-class policies and practices that recognise the unique strengths and potential of each employee.

At NDR InvIT Trust, we are not only shaping a more equitable workplace we are also enabling a more inclusive and resilient society by unlocking the potential of human capital in underserved communities.

INTERNAL CONTROL AND SYSTEMS

NDR InvIT Trust and the Investment Manager has a strong internal control system to manage its operations, financial reporting and compliance requirements. The investment manager has clearly defined roles and responsibilities for all managerial positions. All the business parameters are regularly monitored, and effective steps are taken to control them. Regular internal audits are undertaken to ensure that responsibilities are executed effectively. The audit committee of the Board of Directors of Investment

Manager periodically reviews the adequacy and effectiveness of internal control systems and suggests improvements to further strengthen them.

Monthly Review Meetings are held to track performance, operational efficiency, and compliance. Comprehensive Monthly MIS reports are shared with Board Members and Independent Directors, ensuring transparency and timely decision-making. Regular internal audits further validate that responsibilities are being executed effectively.

ASSET WISE DETAILS OF THE ASSETS OF THE TRUST

Sr No Asset Name	Interest Valued	Total Leasable Area (msf)	Dock Area (msf)	Leasable Area Developed (msf)	Under Construction area (msf)	% of stake with NDR InvIT	Opinion on Market Value (OMV)
1 NDR Bilaspur (NCR)	Freehold	0.84	0.00	0.84	0.00	100%	2,676
2 NDR AVG Sarita Vihar (NCR)	Leasehold	0.26	0.07	0.15	0.05	100%	2,988
3 NDR Sohna Road (NCR)	Freehold	0.35	0.00	0.00	0.35	100%	680
4 NDR LSA (NCR)	Freehold	0.35	0.00	0.31	0.04	100%	886
5 NDR Broadview (Coimbatore)	Freehold	0.62	0.00	0.62	0.00	100%	1,885
6 NDR Distribution (Coimbatore)	Freehold	0.20	0.00	0.20	0.00	100%	594
7 NDR Factor (Coimbatore)	Freehold	0.43	0.00	0.43	0.00	100%	1,548
8 NDR Ennore (Chennai)	Freehold	0.13	0.00	0.13	0.00	100%	405
9 NDR Ettimadai (Coimbatore)	Freehold	0.34	0.10	0.24	0.00	100%	734
10 NDR Valiant H Cross (Bengaluru)	Freehold	1.04	0.00	0.94	0.10	100%	3,215
11 NDR Kautilya Hoskote (Bengaluru)	Freehold	0.39	0.00	0.39	0.00	100%	1,220
12 NDR Hoskote (Bengaluru)	Freehold	0.47	0.00	0.47	0.00	100%	1,526
13 NDR Fabio Irungattukottai (Chennai)	Freehold	0.36	0.00	0.36	0.00	100%	1,402
14 NDR Svahgraha Koduvali (Chennai)	Freehold	0.63	0.00	0.63	0.00	100%	2,050
15 NDR Puducherry	Freehold	0.09	0.00	0.09	0.00	100%	412
16 NDR OKM (Coimbatore)	Freehold	0.38	0.00	0.38	0.00	100%	1,132
17 NDR Safestore Oragadam (Chennai)	Freehold	0.36	0.00	0.36	0.00	100%	1,574
18 NDR Seahorse Ponneri (Chennai)	Freehold	0.74	0.33	0.41	0.00	100%	1,758
19 NDR Poochi (Chennai)	Freehold	1.28	0.40	0.88	0.00	100%	3,182
20 NDR Sri Amruthalingeswara (Chennai)	Freehold	0.99	0.00	0.99	0.00	100%	3,048
21 NDR Angadu (Chennai)	Freehold	0.37	0.05	0.32	0.00	100%	1,254
22 NDR Svahgraha (Sri City)	Freehold	0.61	0.00	0.52	0.09	100%	1,692
23 NDR Pagalmedu (Chennai)	Freehold	0.86	0.00	0.48	0.39	100%	1,938
24 NDR Bhadra Malur (Bengaluru)	Freehold	0.37	0.00	0.37	0.00	100%	1,265
25 NDR Greenoscale Logix (Hyderabad)	Leasehold	0.40	0.00	0.28	0.12	100%	736
26 NDR Tradehouse (Bidadi)	Freehold	0.33	0.00	0.20	0.13	100%	2,394
27 NDR Raghudevpur (Kolkata)	Freehold	0.28	0.06	0.22	0.00	100%	909
28 NDR Vanshil Uluberia (Kolkata)	Freehold	1.14	0.16	0.98	0.00	100%	3,298
29 NDR Distribution (Chhatrapati	Freehold	0.25	0.00	0.21	0.04	100%	612
Sambhajinagar)
30 NDR Goa Space Verna (Goa)	Freehold	0.46	0.00	0.46	0.00	100%	2,097
31 NDR Varama Sir (Goa)	Leasehold	1.17	0.04	0.59	0.54	74%	3,310
32 NDR Forefront JNPT (Mumbai)	Freehold	0.70	0.00	0.70	0.00	100%	2,715
33 NDR Kalambusare (Mumbai)	Leasehold	0.24	0.00	0.24	0.00	100%	874
34 NDR Bhiwandi (Mumbai)	Freehold	0.23	0.00	0.23	0.00	100%	712
35 NDR Storehouse Talegaon (Pune)	Leasehold	0.30	0.00	0.30	0.00	100%	1,195
36 NDR Tradehouse (Sudhavadi)	Leasehold	0.39	0.00	0.39	0.00	100%	1,524
37 NDR Surat	Freehold	0.90	0.00	0.90	0.00	100%	3,662
Total		19.23	1.20	16.19	1.84	-	63,101

*The Valuation of NDR Varama Sir (Goa) of INR 3,310 Mn represents 74% value of the Subject Property stake proposed to be acquired by

NDR InvIT Trust.

UPDATE ON DEVELOPMENT OF UNDER-CONSTRUCTION PROJECTS

During the year, we successfully executed the completion and handover of ~1.3 mn sq. ft. of prime space across the Key Logistics hubs of Chennai, Goa, and NCR. The facilities are now fully operational and are catering to marquee clients across the Logistics, FMCG, Q-Commerce, and Industrial sectors. This reinforces our strategy of building a high-quality, income-generating assets in our portfolio. As of the March 31, 2025, less than 10% of the total AUM area is under construction, indicating that most of our assets are already built and generating returns, with limited ongoing development work, thereby reducing project risk.

SPV WISE REVENUE FROM OPERATIONS DURING THE PERIOD

SPV Name	Amount
Broadview Constructions and Holdings	152.38
Private Limited
Fabio Beverages Private Limited	84.41
Forefront Logistics Private Limited	175.04
Kautilya Warehousing Private Limited	80.46
NDRAVG Business Park Private Limited	59.14
NDR Bhadra Estates Private Limited	88.55
NDR Distribution Centers Private Limited	61.17
NDR Factor Private limited	82.54
NDR Goaspace Private Limited	142.95
N D R Plantations Private Limited	97.96
NDR Safe Store Private Limited	96.51
NDR Store House Private Limited	84.98
NDR Vanshil Warehouse Park Private Limited	244.53
Seahorse Distribution and Freight Services	128.93
Private Limited
Sri Amruthalingeswara Warehousing Private	192.22
Limited
Svahgraha Constructions And Holdings	209.60
Private Limited
Valiant Amrut India Infra Private Limited	206.03
Varama SIR India Logistic and Infrastructure	140.66
Private Limited
Nasda Infra Private Limited	858.22
NDR Trade House Private Limited	52.42
Greenoscale Logix Private Limited	6.77
Nandav Warehousing Private Limited	13.23
Kosamba Logistics Private Limited	5.17
SGP Universal LLP	1.67
NDR Warehousing Solutions Private Limited	17.20
Inter Company Eliminations	(41.65)
Total Revenue	3,241.10

VALUATION OF ASSETS AND NAV (CONSOLIDATED)

Statement of Net Assets at Fair Value

Details of all related party transactions during the period, value of which exceeds five percent of value of

InvIT (assets)

Sl. SPV Name	As at March 31, 2025
1 Fabio Beverages Private Limited	333.19
2 NDR Factor Private Limited	34.07
3 NDR Plantations Private Limited	1.98
4 NDR Bhadra Estates Private Limited	380.85
5 Valiant Amrut India Infra Private Limited	1,213.23
6 NDR Safe Store Private Limited	507.38
7 NDR Vanshil Warehouse Park Private	1,781.03
Limited
8 Broadview Constructions and Holdings	288.83
Private Limited
9 NDR Store House Private Limited	317.89
10 NDR Warehousing Solutions Private	733.62
Limited
11 Kautilya Warehousing Private Limited	394.68
12 NDR Distribution Centers Private	343.74
Limited
13 Sri Amruthalingeswara Warehousing	567.54
Private Limited
14 NDR Goaspace Private Limited	1,208.85
15 NDRAVG Business Park Private Limited	729.68
16 Varama Sir India Infrastructure Private	1,547.53
Limited
17 Seahorse Distribution Centers and	235.88
Freight Services Private Limited
18 Forefront Logistics Private Limited	214.01
19 Svahgraha Constructions and	898.03
Holdings Private Limited
20 NASDA Infra Private Limited	1,234.35
21 NDR Trade House Private Limited	1,721.19
22 Greenoscale Logix Private Limited	480.68
23 Nandav Warehousing Private Limited	181.19
24 Kosamba Logistics Private Limited	33.71
25 SGP Universal LLP	0.45

Details of all related party transactions during the year, value of which exceeds five percent of value of InvIT

(Assets) (Consolidated)

Particulars	Year ended March 31, 2025
Transactions with Related Parties during the year
Project Management Services
NDR Asset Management Private Limited	64.65
(formerly Known as NDR REIT Management
Services Private Limited)
Staffing Service Charges
NDR Asset Management Private Limited	63.78
(formerly Known as NDR REIT Management
Services Private Limited)
Professional & Consultancy
Particulars	Year ended March 31, 2025
NDR Asset Management Private Limited	10.94
(formerly Known as NDR REIT Management
Services Private Limited)
Investment Manager Fees
NDR InvIT Managers Private Limited	63.78
Bank Charges
Axis Bank Limited	0.63
Trusteeship Fees
Axis Trustee Services Limited	1.20
Interest on Term Loan
Axis Bank Limited	30.62
FD Income
Axis Bank Limited	31.74
Rental Charges
Naidu Amrutesh Reddy	8.28
N D R Ware Housing Private Limited	4.10
Vanshil NDR Warehouse HUB LLP	0.84
NDR Vanshil Warehouse Logistics Park LLP	0.09
Repair and Maintenance
NDR Unique Space Private Limited	0.63
Transactions with Related Parties during the year
Repair and Maintenance
NDR Unique Space Private Limited	0.63
Distribution to Unitholders
NDR Warehousing Private Limited	217.59
Naidu Amrutesh Reddy	8.10
Naidu Srithi	9.15
Riverview Ware Housing LLP	18.09
NDR Universal Enterprises Private Limited	191.84
Repayment of Unit Capital
NDR Warehousing Private Limited	251.68
Naidu Amrutesh Reddy	9.36
Naidu Srithi	10.59
Riverview Ware Housing LLP	20.92
NDR Universal Enterprises Private Limited	221.89
Purchase of Equity Shares
NDR Warehousing Private Limited	1,394.28
Naidu Amrutesh Reddy	14.08
NDR Universal Enterprises Private Limited	147.87
Sale of Land
Adway Aqua Minerale Private Limited	83.08
Misc Income
NDR Space Private Limited	0.35
Trusteeship fees
Axis Trustee	1.20
FD Placed
Axis Bank Limited	13,444.30
FD Redeemed
Axis Bank Limited	13,898.33
Particulars	Year ended March 31, 2025
Fixed Asset Purchased
NDR Unique Space Private Limited	2.43
Advances received
N D R Ware Housing Private Limited	253.79
Advances repaid
N D R Ware Housing Private Limited	173.38
Punitkumar Agarwal	47.67
Security Deposit given
Vanshil NDR Warehouse Hub LLP	63.27
Security Deposit Received Back
Vanshil NDR Warehouse Hub LLP	3.24
Advances given
NDR Big Box Pvt Ltd	-
NDR Space Private Limited	-
Term Loans disbursed
Axis Bank Limited	-
Term Loans Repaid
Axis Bank Limited	433.48
Outstanding balance	As at March 31, 2025
Trade Payables
NDR Asset Management Private Limited	31.74
(formerly Known as NDR REIT Management
Services Private Limited)
NDR INVIT Managers Private Limited	28.81
Naidu Amrutesh Reddy	4.20
Vanshil NDR Warehouse HUB LLP	0.18
NDR Vanshil Warehouse Logistics Park LLP	0.18
NDR Unique Space Private Limited	0.34
Security Deposit receivable
Vanshil NDR Warehouse Hub LLP	195.48
NDR Vanshil Warehouse Logistics Park LLP	70.02
N Amrutesh Reddy	336.08
Advances receivable
NDR Warehousing Private Limited	123.12
Bank Balances
Axis Bank Limited	47.22
Fixed Deposits
Axis Bank Limited	32.04
Term Loans
Axis Bank Limited	-
Unit Capital Pending Allotment
NDR Warehousing Private Limited	412.74
N. Amrutesh Reddy	14.08
NDR Universal Enterprises Private Limited	145.17

Sponsor, Investment Manager, Trustee, valuer, directors of the Trustee or Investment Manager or sponsor, etc. (Parties to the InvIT)

The Sponsor – NDR Ware Housing Private Limited

NDR Ware Housing Private Limited was incorporated on August 13, 1986, and has more than three decades of experience in the logistics sector with pan India presence.

NDR Ware Housing Private Limited has developed and manages 42 Plus projects aggregating approximately 21plus mn sq.ft. of warehouses, spread across twelve cities. The Board of directors of NDR Ware Housing Private

Limited is as follows:

Sr. No.	Name	DIN
1.	N. Amrutesh Reddy	00898556
2.	Ramdas Ramakrishnan Iyer	03029948

The Trustee – Axis Trustee Services Limited ("Trustee")

Axis Trustee Services Limited is the trustee of NDR InvIT 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. The Trustee is a wholly owned subsidiary of Axis Bank Limited.

The Board of Directors of the Axis Trustee Services Limited

Trustee, are as follows:

Sr. No.	Name	DIN
1.	Mr. Prashant Joshi	08503064
2.	Mr. Arun Mehta	08674360
3.	Mr. Parmod Kumar Nagpal	10041946
4.	Mr. Rahul Choudhary	10935908

Mr. Sumit Bali ceased to be Director of ATSL w.e.f. August 16, 2024.

• Ms. Deepa Rath resigned as Managing Director and Chief

Executive Officer ("MD & CEO") w.e.f. February 05, 2025.

The Investment Manager – NDR InvIT Managers Private Limited

NDR InvIT Managers Private Limited is the Investment Manager of the Trust. NDR InvIT Managers Private Limited was incorporated on December 19, 2022 as a private limited company in Mumbai, under the Companies Act, 2013.

The principal business of the Investment Manager is to: (a) make the investment decisions with respect to the underlying assets or projects of the InvIT including any further investment or disinvestment of assets;

(b) oversee activities of the InvIT and project manager with respect to compliance with the SEBI InvIT Regulations and the project implementation agreement/project management agreement and shall obtain compliance certificate from the project manager, in the form as may be specified, on a quarterly basis.

The cumulative experience of the key personnel (i.e. directors/partners or employees, as applicable) of the

Investment Manager in fund management or advisory services or development in the infrastructure sector is above 60 years

The Board of directors of NDR InvIT Managers Private Limited are as follows:

Sr. No.	Name	DIN
1.	Mr. M.S. Sundara Rajan	00169775
2.	Mr. Naidu Amrutesh Reddy	00898556
3.	Dr. Brinda Jagirdar	06979864
4.	Mr. G K Ravishankar	07624219
5.	Mr. Ritesh Vohra	01259544
6.	Mr. Ramdas Ramakrishnan	03029948
	Iyer

The Project Manager – NDR Asset Management Private Limited ("Project Manager)

NDR Asset Management Private Limited is the Project Manager in respect of the Trust.

The Project Manager is engaged in the business of constructing and maintenance of warehouses in India. The Project Manager oversees the operations and maintenance of the entire portfolio of the warehouses held by the InvIT.

The Board of Directors of NDR Asset Management Private Limited are as follows:

Sr. No.	Name	DIN
1.	Raj Srinivasan	07329147
2.	Ramachandran Rajaram	10574435

Board Committees of Investment Manager

In compliance with both the mandatory and non - mandatory requirements under all the applicable laws, your

Investment Manager constituted the following Committees: i. Audit Committee. ii. Nomination and Remuneration Committee iii. Stakeholders Relationship Committee iv. Risk Committee v. Investment Committee vi. InvIT Committee

The Composition of the Committees is as follows:

Audit Committee

Name	Designation
Mr. M.S. Sundara Rajan	Chairman
Mr. Naidu Amrutesh Reddy	Member
Mr. G K Ravishankar	Member
Nomination and Remuneration Committee
Name	Designation
Mr. MS Sundara Rajan	Chairman
Ms. Brinda Jagirdar	Member
Mr. G.K. Ravi Shankar	Member
Stakeholders Relationship Committee
Name	Designation
Dr. Brinda Jagirdar	Chairperson
Mr. Ramdas Iyer	Member
Mr. G.K. Ravi Shankar	Member
Risk Committee
Name	Designation
Mr. Naidu Amrutesh Reddy	Chairperson
Mr. Ramdas Iyer	Member
Mr. G.K. Ravi Shankar	Member
Investment Committee
Name	Designation
Mr. M.S. Sundara Rajan	Chairman
Mr. Naidu Amrutesh Reddy	Member
Dr. Brinda Jagirdar	Member
Mr. Ritesh Vohra	Member
Mr. G. K. Ravishankar	Member
InvIT Committee
Name	Designation
Mr. M.S. Sundararajan	Chairman
Mr. N. Amruthesh Reddy	Member
Mr. R. Ramdas Iyer	Member

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	Amount per unit in Rs.
Price at the beginning of Financial Year (01-	103.50
04-2024)
Price at the end of Financial Year (31-03-	108.00
2025)
Highest during the year 52 Week High (17-	108.50
Mar-2025)
Lowest during the year 52 Week Low	100.35
(03-April-2024)

Unitholding Pattern as on 31.03.2025

		As a % of the			No of Units pledged or otherwise
		No of Units mandatorily held
Sr. Category of the Unitholder	No. of Units Held	Total Outstanding Units	No. of Units	As a % of total Units held	encumbered No. of Units	As a % of total Units held
A Sponsor(s)/ Investment Manager / Manager / Project Manager and their associates/ related parties and
Sponsor Group, as may be applicable
1 Indian
a Individuals/ HUF	60,31,292	1.57	0	0.00	28,30,588	46.93
b Central/ State Govt.	0	0.00	0	0.00	0	0.00
c Financial Institutions/ Banks	0	0.00	0	0.00	0	0.00
d Other Indian unit holding	14,94,85,557	38.82	12,48,27,673	83.50	1,83,33,884	12.26
Sub - Total (A) (1)	15,55,16,849	40.39	12,48,27,673	83.26	2,11,64,472	13.60
2 Foreign
a Individuals (Non-Resident	0	0.00	0	0.00	0	0.00
Indians/ Foreign Individuals)
b Foreign Government	0	0.00	0	0.00	0	0.00
c Institutions	0	0.00	0	0.00	0	0.00
d Foreign Portfolio Investors	0	0.00	0	0.00	0	0.00
e Other foreign unit holding	0	0.00	0	0.00	0	0.00
Sub - Total (A) (2)	0	0.00	0	0.00	0	0.00
Total Unit holding of Sponsor
& Sponsor Group (A) = (A)(1)	15,55,16,849	40.39	12,48,27,673	80.26	2,11,64,472	13.60
+ (A)(2)
B Public Holding
1 Institutions
a Mutual Funds	0	0.00	0	0.00	0	0.00
b Finance Institutions or Banks	0	0.00	0	0.00	0	0.00
c Central/ State Govt.	0	0.00	0	0.00	0	0.00
d Venture Capital Funds	0	0.00	0	0.00	0	0.00
e Insurance Companies	1,66,00,000	4.31	0	0.00	0	0.00
f Provident or Pension Funds	0	0.00	0	0.00	0	0.00
g Foreign Portfolio Investors	0	0.00	0	0.00	0	0.00
h Foreign Venture Capital	0	0.00	0	0.00	0	0.00
Investors
i Other institution unit holding	0	0.00	0	0.00	0	0.00
Sub - Total (B) (1)	1,66,00,000	4.31	0	0.00	0	0.00
2 Non-Institutions
a Central/ State Govt. or	0	0.00	0	0.00	0	0.00
President of India
b Individuals	6,98,28,353	18.14	0	0.00	10,85,516	1.55
c NBFCs registered with RBI	0	0.00	0	0.00	0	0.00
d Other Non-Institutions Unit	0	0.00	0	0.00	0	0.00
Holding
v Any other (Specify)	14,30,54,798	37.16	0	0.00	19,94,928	1.39
Sub - Total (B) (2)	21,28,83,151	55.29	0	0.00	30,80,444	1.44
Total Public Holding (B) = (B) (1) + (B)(2)	22,94,83,151	59.61	0	0.00	0	0.00
Total Units Outstanding (C) = (A) + (B)	38,50,00,000	100.00	0	0.00	0	0.00

Listing details of all listed instruments of the trust

Name and address of the stock exchange	Security type (Privately Placed)	Issue Size (No. of Units/ Debentures)	ISIN
National Stock	Units	38,50,00,000	INE0Q7Q23015
Exchange of India Limited	Non- convertible	74,500	INE0Q7Q07018
Exchange Plaza, C-1,	Debentures
Block G, Bandra Kurla Complex, Bandra, Mumbai 400 051	Non- convertible Debentures	63,000	INE0Q7Q07026

Debt Raised During FY 2024-25

Listed of Non-Convertible Debentures

During the period under review, the Board of Directors of NDR InvIT Managers Private Limited (acting as an Investment Manager of the Trust)

I. On December 24, 2024, has approved the allotment 63,000 senior, secured, taxable, rated, listed, redeemable, nonconvertible debt securities having a face value of 1,00,000/- (Rupees One Lakhs only) each, aggregating up to 6,30,00,00,000/- (Rupees Six Hundred Thirty Crores only) by way of private placement. Debt Securities were listed with NSE

Limited on the NSE Debt segment on December 26, 2024.

II. On January 02, 2025, has approved the allotment 74,500 senior, secured, taxable, rated, listed, redeemable, nonconvertible debt securities having a face value of 1,00,000/- (Rupees One Lakhs only) each, aggregating up to 7,45,00,00,000/- (Rupees Seven Hundred Forty Five Crores only) by way of private placement. Debt Securities were listed with NSE Limited on the NSE Debt segment on January 03, 2025.

Performance of the InvIT with respect to Distributions, Unit Price & Yield

The Investment Manager has adopted the Distribution Policy to ensure proper, accurate and timely distribution to the unitholders of NDR InvIT Trust. The Distributable cashflow of NDR InvIT Trust is calculated in accordance with the Distribution Policy, InvIT Regulations including any circular, notification or guidance issued thereunder.

Particulars	Financial Year 2024-25
(Amount per unit in Rs.)
Interest per Unit (Rs.) (Subject to applicable taxes)	3.29
Return of Capital per Unit (Rs.)	3.76
Total amount of distribution per Unit (Rs.)	7.05

Brief details of material litigations and regulatory actions

NDR Distribution Centre Pvt .Ltd

OS . 21/2019 was filed by M/s . Pittappillil stores (Plaintiff) in the Sub Court of Muvattupuzha. The brief history is that the Plaintiff had placed an order to purchase some goods from the First Defendant Mr. Raja and the plaintiff had transferred an amount of Rs 25,00000/- on11/7/2018 but the First Defendant did not supply the goods and hence suit was filed for recovery of the amount paid and a Petition to attach the property of the First Defendant in Coimbatore.

Meanwhile the first defendants Property in Coimbatore was also pledged with the Tamil Nadu Mercantile Bank, the Authorised Signatory of the bank is arrayed as the Second Defendant . Subsequently due to non payment of Loan, the bank had attached the property under SARFAESI Act and later put it for auction. We had taken the property in the auction and have been in possession of the property. Mr. Srinivasan authorized Signatory of NDR Distribution

Centre Private Limited was arrayed as the third additional defendant. We, NDR have acquired the property legally after complying with all requirements under SARFAESI Act.

Moreover, the Bank had the first right over the Property. We have filed our written statement. The next date of hearing has not been pronounced.

Case is Pending before Muvattupuzha Sub Court

NDR Safestore LLP

A suit dated December 16, 2022 was filed by S. Thangaraj and Sarala (the "Plaintiffs") under Order VII Rules 1 and 2 of the Civil Procedure Code, before the District Munsif Court at Sriperumbudur, Tamil Nadu (the " District Court"), against NDR SS LLP and other third-party individuals, namely M. Velu and the Sub-Registrar, Walajabad Kanchipuram District, seeking, inter alia, a declaration that the registered sale deed dated February 11, 2021, executed by M. Velu in favour of NDR SS LLP, for sale of a larger property underlying NDR Safestore Oragadam

(Chennai) of which a portion was owned by the Plaintiffs, is illegal and not binding on the Plaintiffs. The matter is currently pending before the District Court

Valiant Amrut India Infra Private Limited ("VAIIPL")

A suit dated December 13, 2022 was filed by Krishne Gowda (the "Plaintiff") under Order VII Rules 1 and 2, read with Section 151 of the Civil Procedure Code, along with an application for temporary injunction under Order

XXXIX Rules 1 and 2 read with Section 151 of the Civil Procedure Code, before the Court of Senior Civil Judge and JMFC, Sidlaghatta (the "Trial Court"), against VAIIPL and Green Nation Builders & Developers Private Limited, together through their partner, Saad Salman, and other third-party individuals, namely, Bathale Gowda, Balaji, Narasimha Murthy, Shobarani, Jagadish, Syed Noor Rafiulla and Manjunath V. (the "Defendants"), in relation to the Property, seeking, inter alia, an order for permanent injunction restraining the Defendants from interfering with the Plaintiffs peaceful possession and enjoyment of the Property, and for declaration that the registered sale deed dated October 25, 2019 executed by Jagadish in favour of Syed Noor Rafiulla, and the registered sale deed dated February 4, 2022 executed by Syed Noor Rafiulla in favour of Saad Salman (who in turn conveyed the Property under dispute to VAIIPL), both in relation to the property admeasuring 15 acres situated in survey no. 169 of Haradi village, Jangamakote, Hobli, Sidhlaghatta Taluk, Chikkaballapura District, Karnataka (the "Property"), are void and not binding on the Plaintiff. The Trial Court passed an order dated January 4, 2023, dismissing the application of temporary injunction filed by the Plaintiff Thereafter, the Plaintiff preferred an appeal before the High Court of Karnataka at Bengaluru (the "High Court") against the order of the Trial Court. The High Court, vide its order dated March 31, 2023, granted the appeal preferred by the Plaintiff, modified the order of the Court to grant temporary injunction against VAIIPL, stating that any construction put up by VAIIPL on the Property would be subject to the final outcome of the suit and the Defendants would not be able to claim any equity in this regard, and directed the Trial Court to dispose of the matter expeditiously within six months from the date of the order. The matter is currently pending before the

Trial Court.

A related suit dated August 3, 2020 was filed by Bathale Gowda, Balaji and Narasimhamurthy before the Trial Court against Saad Salman, the partner and representative of Green Nation Builders & Developers and VAIIPL, and other third-party individuals, namely, K. Jagadish, Syed Noor Rafiulla, Hemanth Kumar and Shobarani under Order VII Rules 1 and 2, read with Section 151 of the Civil Procedure Code, along with an application for temporary injunction against the abovenamed defendants, restraining the defendants from constructing on the Property. The matter is pending before the Trial Court. A related suit dated September 11, 2020 was filed by Krishne Gowda and M. Prakash against Bathale Gowda and Hemanth Kumar before the Trial Court for final decree proceedings for allotment of their respective shares in the Property. The matter is posted for hearing on application for appointment of court commissioner. The matter is currently pending before the Trial Court.

RFA 2513/23 filed by Valiant Amrut against Krishna Gowda and others is ongoing. The Last Hearing was on 10/06/24.

Stay granted on the Judgment of the Lower Court.

OS. 45/2020 Filed by Bathale Gowda against Valiant Amrut and others in trial Court is stayed by Karnataka

High court in WP. No: 13112 0f 2023 . Last Hearing was on 07/04/2025

Litigation involving the Trust

There are no material litigations and regulatory actions pending against the Trust

Litigation involving the Investment Manager

There are no material litigations and regulatory actions pending against the Investment Manager

Litigation involving the Project Manager

There are no material litigations and regulatory actions pending against the Project Manager.

Litigation in relation to matters involving the Project SPVs

There are no material litigations and regulatory actions pending against the Project SPV.

Litigation involving the Sponsor

Except as disclosed, there are no material litigations and regulatory actions pending against the Sponsor

RISK FACTORS

Please refer to page 25 and 68 for more details.

CONTACT PERSON OF THE TRUST

Key Managerial Team

Mr. Sandeep Jain, Chief Financial Officer Mr. Krishnan Iyer, Chief Executive Officer Ms. Neha Chovatia, Company Secretary & Compliance Officer

The Investment Manager – NDR InvIT Managers Private Limited

Registered office: Ground Floor, KHIL House, Orchid Hotel compound, Vile Parle (East) Mumbai 400 099 Maharashtra, India Tel: +91 22 2610 1040 Email: compliance@ndrinvit.com

Credit rating

CARE Ratings has assigned rating of CARE AAA with stable outlook.

India Ratings has assigned rating of IND AAA with stable outlook.