Intelligent Supply Chain Infrastructure Trust के निदेशक की रिपोर्ट

Mar 31, 2025

Intelligent Supply Chain Infrastructure Trust (“Trust” / “ISCIT”) was established by Reliance Retail Ventures Limited (“RRVL” / “Sponsor”) on August 17, 2021, as a contributory irrevocable trust under the provisions of the Indian Trusts Act, 1882 pursuant to an ‘Indenture of Trust’ executed between the Sponsor and Axis Trustee Services Limited as the “Trustee” of the Trust. Infinite India Investment Management Limited (“IIIML”) is the investment manager of the Trust and Jio Infrastructure Management Services Limited (“JIMSL”) is the Project Manager. The Trust was registered as an infrastructure investment trust under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (“InvIT Regulations”) on February 27, 2023, having registration number IN/InvIT/22-23/0024. The Indenture of Trust was amended vide amendment to Indenture of Trust dated February 23, 2024.

The Trust has been established with the objective of undertaking activity as an Infrastructure Investment Trust in accordance with the SEBI InvIT Regulations. The Trust holds 100% of the equity share capital in Intelligent Supply Chain Infrastructure Management Private Limited (“ISCIMPL”/ “Warehouse Co”) which operates a pan-India network of operational warehouses of approximately 13.20 million square feet as of March 31, 2025.

The Trust undertook an initial offer of its units (“Units”) vide placement memorandum dated October 25, 2023, and raised ? 3,048 crore by the issue of 30,48,00,000 Units at an issue price of ? 100 per Unit. The units of the Trust are listed on BSE Limited since October 26, 2023.

MANAGEMENT DISCUSSION AND ANALYSIS BY THE INVESTMENT MANAGER AND DETAILS OF ASSETS OF THE TRUST

Economic Overview

Global Economy

Global growth was stable yet underwhelming through 2024 and was expected to remain the same through 2025. However, a series of new tariff measures by the United States of America and the resulting escalation of trade tensions and high levels of policy uncertainty are expected to have significant impact on the global economic activity. IMF projects global growth is projected to drop to 2.8 per cent in 2025 and 3 per cent in 2026 below the historical average (2000-19) average of 3.7 per cent. Global headline inflation is expected to reach 4.3 percent in 2025 and 3.6 percent in 2026, with notable upward revisions for advanced economies and slight downward revisions for emerging market and developing economies in 2025.

For advanced economies, growth is projected to drop from a estimated 1.8 per cent in 2024 to 1.4 per cent in 2025 and 1.5 per cent in 2026. For emerging market and developing economies growth is projected to drop to 3.7 per cent in 2025 and 3.9 per cent in 2026 from an estimated 4.3 per cent in 2024.

Indian Economy

The second advance estimate released by the national statistical office estimated real gross domestic product growth at 6.5% year-on-year in 2024-25 on the back of robust growth in private final consumption expenditure. On the supply side, real gross value added (GVA) expanded by 6.4 per cent, y-o-y, driven by agriculture and services sectors. Real GDP growth for Q3:2024-25 was placed at 6.2 per cent y-o-y, driven by robust private and government consumption expenditure. Headline consumer price index has been easing since the increase in October 2024 to a seven-month low of 3.6 per cent in February 2025. RBI projects real GDP growth of 6.5% for FY26 and 6.7% for FY27 (source: RBI monetary policy report April 2025). There are upside and downside risks to this growth estimates. The upside risks emanate from revival in corporate investment cycle; improving business sentiments; faster global disinflation; quick resolution of global trade related issues; continued softening of global commodity prices; and an early resolution of the geopolitical conflicts. On the contrary, increasing trade fragmentation due to protectionist policies including higher tariffs; further escalation in geopolitical tensions; volatility in international financial markets; frequent weather-related disturbances; and supply chain disruptions pose downside risks to the growth estimates. The Reserve Bank of India has also been easing the repo rate from 6.5 per cent to 6.25 per cent in February 2025, 6 per cent in April 2025 and to 5.50 per cent in May 2025 to push for growth.

Warehousing Industry

In 2014, the "Make in India" initiative was introduced, and more recently, the government emphasized the idea of an "Aatmanirbhar Bharat" (self-reliant India). To support these initiatives and facilitate the smooth movement of goods, services, and people on a global scale, the Indian government recognizes the importance of a robust logistics sector.

Logistics costs in India are considerably high (in the range of 14-18% of GDP) in comparison to single-digit levels in developed countries. Transportation costs take up the majority share at approx. 8.5%, inventory and administrative costs at 5% and 0.5% respectively.

The demand for logistics facilities in India is being fuelled by ongoing structural changes. The Indian Industrial & Logistics (I&L) sector is experiencing rapid evolution, primarily due to sustained policy interventions, strong growth in the manufacturing sector, and the increasing prominence of E-Commerce and third-party logistics (3PL) services. There is a noticeable increase in demands from traditional sectors, alongside a surge in demand for E-Commerce services and platforms. These factors collectively contribute to the growing need for efficient logistics infrastructure in India.

Multiple demand drivers which are driving the growth in the Warehouse infrastructure sector are as follows:

a) GST and emergence of omnichannel retail

b) Growth of e-commerce

c) 3PL and operational efficiencies

d) Automation of internal warehousing operations

e) Investments from institutional capital funds

Asset Overview

Operational Performance

During the financial year ended March 31, 2025, ISCIMPL completed the acquisition of 1 of the pipeline warehouses specified under the warehouse use agreement (“WUA”) and the project execution agreement (“PEA”) namely the Chakan warehouse (2,63,742 sq ft) for aggregate consideration of ? 72.5 crore excluding GST from the contractor namely Reliance Projects & Property Management Services Limited (“RPPMSL”). Further during FY25, ISCIMPL completed relocation of certain warehouses in terms of the WUA and incurred a net capital expenditure of ? 15.0 crore excluding GST.

Financial Performance

Brief details of financial performance of ISCIT on consolidated basis for the year ended March 31, 2025, is provided below:

___(? in crore)

Particulars For year For period

ended March ended March 31, 2025 31, 2024

Revenue from operations 1,337.88 616.98

Other income 20.82 5.02

Total income 1,358.70 622.00

Profit / (loss) before taxes (96.61) 7.45

Profit / (loss) for the year (96.61) 7.45

Consolidated results for the year ended March 31, 2025, are not comparable with that for the period ended March 31, 2024, as the operations for the period ended March 31, 2024, were only from October 25, 2023, to March 31, 2024.

During the year ended March 31, 2025, the revenue from operations were ? 1,337.88 crore pursuant to the WUA entered into with the Sponsor and service orders issued thereunder.

Operating expenses were ? 461.98 crore in terms of the operations and maintenance agreement (“O&M Agreement”) entered into between ISCIMPL and RPPMSL, the operator. Depreciation and amortization expenses were ? 580.77 crore. Finance costs were ? 332.16 crore viz. the interest paid on the borrowings of the Trust as well as finance cost pertaining to the lease agreements entered into by ISCIMPL with the landlords for the warehouses operated by ISCIMPL. Other expenses were ? 74.50 crore primarily comprising of write off of certain assets pursuant to the relocation undertaken by ISCIMPL in terms of the WUA. Expenses such as the Investment Manager fees, Project Manager fees, Trustee fees, audit fees, employee expenses, expenses related to valuation and others aggregated ? 5.90 crore.

On account of the above, the loss before taxes for the year ended were ? 96.61 crore.

Health, Safety and Environment (the “HSE”)

We believe that we are in compliance, in all material respects, with applicable health, safety and environmental regulations and other requirements in our operations. Our HSE program involves a combination of (a) training including (i) online HSEF training (ii) road safety training (iii) workplace safety training (iv) first aid training (v) fire & electrical safety training and (vi) emergency preparedness training (b) safety committee meeting and risk management; (c) HSE audit and assurance; (d) ISO certification; and (e) culture building. The HSE compliance is regularly monitored.

Future Business Outlook

We continue to remain confident on the future business outlook of ISCIMPL. We believe that the breadth of our warehouse assets, position us well to capture growing demand for warehousing services. We intend to actively market our warehouse assets to new 3rd party customers to generate additional sources of revenue and cash flows over time.

Details of Trust’s holding in ISCIMPL

The Trust holds 100.0% of the outstanding equity share capital of ISCIMPL at a carrying cost of ? 100 crore. The Trust has also extended loans aggregating ? 5,050 crore to ISCIMPL as under:

(a) Trust Loan 1: Trust has extended to ISCIMPL ? 2,928.00 crore from the proceeds of the initial offer of Units pursuant to ‘Staggered Interest Loan agreement entered into with ISCIMPL.

(b) Trust Loan 2: Trust had extended ? 2,122.00 crore from the proceeds of its borrowings to ISCIMPL pursuant to ‘Fixed Interest Loan agreement entered into with ISCIMPL.

FINANCIAL INFORMATION AND OPERATING EXPENSES OF THE TRUST

Summary of Audited Standalone and Consolidated Financial Information of the Trust for the financial year ended March 31, 2025, is as follows:

(? In crore)
Particulars	Financial year ended March 31, 2025			Year and Period ended March 31, 2024
	Standalone	Consolidated		Standalone		Consolidated
Total income	593.12	1,358.70		256.74		622.00
Total expenditure	260.90	1,455.31		126.79		614.55
Profit / (loss) before tax	332.22	(96.61)		129.95		7.45
Less: provision for tax
Current tax	-	-		-		-
Deferred tax	-	-		-		-
Profit/(loss) for the period	332.22	(96.61)		129.95		7.45
Other comprehensive income	-	-		-		-
Total comprehensive income/(loss) for the period	332.22	(96.61)		129.95		7.45
Key operating expenses of the Trust for the financial year ended March 31, 2025, are as follows: (? In crore)
Particulars			Financial year ended March 31, 2025		Financial year ended March 31, 2024
Interest			254.64		110.62
Investment manager fees			2.36		1.03
Trustee fees			0.18		0.41
Project manager fees			2.36		1.03
Audit fee			0.12		0.97
Valuation expenses			0.19		0.61
Registration expenses			-		4.41
Other expenses			1.05		7.71

Audited Standalone and Consolidated Financial Information of the Trust for the financial year ended March 31, 2025, along with the Report of Auditors thereon forms part of this Annual Report.

DETAILS OF INVESTOR COMPLAINTS

There were no complaints/grievance received from the unitholders of the Trust for the financial year 2024-25, accordingly, the details of investor complaints pursuant to the SEBI circular dated June 12, 2025, is as below:

	All complaints including SCORES complaints	SCORES Complaints
Number of investor complaints pending at the beginning of the year	Nil	Nil
Number of investor complaints received during the year	Nil	Nil
Number of investor complaints disposed of during the year	Nil	Nil
Number of investor complaints pending at the end of the year	Nil	Nil
Average time taken for redressal of complaints for the year	Not applicable	Not applicable

DETAILS OF UNITS ISSUED BY THE TRUST

The Trust undertook an initial offer of its units vide placement memorandum dated October 25, 2023, and raised ? 3,048.00 crore by the issue of 30,48,00,000 Units at an issue price of ? 100 per Unit.

The units of the Trust were privately listed on BSE Limited with effect from October 26, 2023. During the year under review and as on date of this Report, no units have been issued or bought back by the Trust.

Credit Rating

The Trust has received reaffirmation of issuer rating of CARE AAA; Stable from CARE Ratings vide press release dated April 10, 2025.

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

As per SEBI InvIT Regulations and amendments thereon, an annual valuation of the assets of the Trust are conducted by an independent valuer at the end of the financial year ending as on March 31, 2025. For this purpose, the Trust and Investment Manager appointed BDO Valuation Advisory LLP (“Valuer”) to carry out fair valuation of the InvIT Assets in accordance with the SEBI InvIT Regulations as on March 31, 2025 (“Valuation Date”).

The Valuer have estimated the enterprise value of the InvIT Asset using discounted cash flows (“DCF”) method under the income approach. For the purpose of this valuation exercise, they were provided with the financial projections of ISCIMPL by the management of the Trust and ISCIMPL for the period between April 1, 2025, to October 31, 2053. The projections were based on the best judgement of the management on the future cash flows.

Based on the methodology and assumptions discussed above, the enterprise value (“Enterprise Value”) of ISCIMPL is arrived at ? 5,644 crore as on the Valuation Date.

VALUATION OF ASSETS AND NET ASSET VALUE (“NAV”)

The Enterprise Value of ISCIMPL has been determined by the Valuer at ? 5,644 crore as on the Valuation Date i.e. March 31, 2025.

Please note the NAV of Units as on March 31, 2025 and March 31, 2024, on standalone basis: (? In crore)
Particulars	Book value as on March 31, 2025	Fair value as on March 31, 2025	Book value as on March 31, 2024	Fair value as on March 31, 2024
A. Equity shares held in and loans extended to ISCIMPL	5,150.00	5,218.78	5150.00	5164.99
B. Other assets	1.14	1.14	11.25	11.25
C. Total assets	5,151.14	5,219.92	5,161.25	5,176.24
D. Liabilities	2,122.77	2,122.77	2,127.07	2,127.07
E. Net asset (E - F)	3,028.37	3,097.15	3,043.18	3,049.17
F. Number of Units (no in crore)	30.48	30.48	30.48	30.48
G. NAV (G / H) (in ?)	99.36	101.61	99.55	100.04
Please note the NAV of Units as on March 31, 2025 and March 31, 2024, on consolidated basis: (? In crore)
Particulars	Book value as on March 31, 2025	Fair value as on March 31, 2025	Book value as on March 31, 2024	Fair value as on March 31, 2024
A. Assets	5,110.28	5,682.44	5,797.46	5,935.28
B. Liabilities	2,633.58	2,585.29	2,886.12	2,886.12
C. Net assets (A - B)	2,476.70	3,097.15	2,911.34	3,049.16
D. Number of Units (no in crore)	30.48	30.48	30.48	30.48
E. NAV (G / H) (in ?)	81.26	101.61	95.52	100.04

INVESTMENT MANAGER OF THE TRUST

Infinite India Investment Management Limited was appointed as the Investment Manager (“Investment Manager”) of the Trust pursuant to the provisions of SEBI InvIT Regulations and the Investment Management Agreement dated August 18, 2023, executed between Infinite India Investment Management Limited and Axis Trustee Services Limited, in the capacity of Trustee to the Trust (the “Trustee”). The said Investment Management Agreement was amended on February 23, 2024, pursuant to the SEBI circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2023/153 dated September 11, 2023.

Details of Infinite India Investment Management Limited (Investment Manager) as on March 31, 2025

The Investment Manager is a wholly owned subsidiary of JM Financial Limited. The Investment Manager has over 10 years of experience in fund management, being the investment manager of JM Financial Property Fund, a real estate focused venture capital fund registered with the SEBI under the SEBI VCF Regulations.

Further, neither the Investment Manager nor any of the promoters or directors of the Investment Manager: (i) are debarred from accessing the securities market by SEBI; (ii) are promoters, directors or persons in control of any other company or a sponsor, investment manager or trustee of any other infrastructure investment trust or an infrastructure investment trust which is debarred from accessing the capital market under any order or direction made by SEBI; or (iii) are persons who are categorized as wilful defaulters by any bank or financial institution, as defined under the Companies Act, 2013, or consortium thereof, in accordance with the guidelines on wilful defaulters issued by RBI.

Further, in accordance with the eligibility criteria specified under the InvIT Regulations, the Investment Manager had a consolidated net worth of not less than ? 10 crore as on March 31, 2025.

Board of Directors of the Investment Manager as on March 31, 2025, are mentioned below:
Sr No	Name of director	Designation	DIN	Date of appointment
1.	Ms. Dipti Neelakantan	Non-executive Director	00505452	October 19, 2007
2.	Mr. Adi Patel	Non-executive Director	02307863	April 26, 2023
3.	Mr. Sridhar Vaidyanadhan	Non-executive Director	03303448	April 1, 2023
4.	Mr. Rajendra Hingwala	Independent Director	00160602	February 20, 2019
5.	Mr. Shailesh Vaidya	Independent Director	00002273	February 20, 2019
6.	Ms. Riddhi Bhimani	Independent Director	10072936	April 1, 2023

Brief Profile of Directors of Investment Manager is provided below:

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

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

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

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

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

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

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

2. Mr. Adi Patel - Non Executive Director (DIN: 02307863)

Mr. Adi Patel joined the Merchant Banking Division in November, 1993 and is currently the Managing Director of JM Financial Limited and holds a Bachelor’s degree in Commerce and is also a qualified Chartered Accountant.

He has executed some landmark M&A / restructuring transactions for some of the leading business houses in India. Over the last 31 years, he has developed strong relationships with leading Indian and global clients across various Industry segments and has advised them on numerous strategic M&A / restructuring transactions.

3. Mr. Sridhar Vaidyanadhan - Non Executive Director (DIN: 03303448)

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

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

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

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

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

He specializes in Property and Corporate Law matters. His name and firm reference features in “Guide to the World’s Leading Real Estate Lawyers”, 7th Edition, published by Legal Media Group, United Kingdom. His firm has been awarded India Business Law Journal Award for best legal practice in “Construction and Real Estate” from 2008 to 2020. His firm is also ranked by LEGAL 500 and Chambers Asia Pacific as one of the top Firms in Real Estate. Asia Law, 2020 mentions him as a leading lawyer in Real Estate. India Business Law Journal has recently ranked him as one of India’s Top 100 lawyers in the ‘A’ List published in November 2021 issue.

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

6. Ms. Riddhi Bhimani - Independent Director (DIN: 10072936)

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

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

She has a wide experience in policy documentation, financial / non-financial controls and process re-engineering.

Committees of the board of directors of the Investment Manager

In compliance with the mandatory requirements of InvIT Regulations, Investment Manager has constituted following Committees consisting of below members:

A) InvIT Committee:

1. Ms. Dipti Neelakantan - Chairperson

2. Mr. Shailesh Vaidya

3. Mr. Rajendra Hingwala

B) Audit Committee

1. Mr. Rajendra Hingwala - Chairman

2. Ms. Dipti Neelakantan

3. Ms. Riddhi Bhimani

C) Nomination and Remuneration Committee

1. Mr. Shailesh Vaidya - Chairman

2. Mr. Rajendra Hingwala

3. Ms. Riddhi Bhimani

D) Stakeholders’ Relationship Committee

1. Mr. Shailesh Vaidya - Chairman

2. Ms. Dipti Neelakantan

3. Mr. Sridhar Vaidyanadhan

E) Risk Management Committee

1. Mr. Sridhar Vaidyanadhan - Chairman

2. Ms. Riddhi Bhimani

3. Mr. Adi Patel

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

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

During the year under review neither the Investment Manager nor any of its directors held any units of the Trust.

Net Worth of Investment Manager

Net Worth of the Investment Manager as per its latest Annual Audited Standalone Financial Statements for the financial year ended March 31, 2025, is in excess of the minimum net-worth requirement specified under the InvIT Regulations. The Trustee has determined that there has not been any material erosion in the net-worth of the Investment Manager and therefore the financials of the Investment Manager have not been included in the Annual Report

Functions, Duties and Responsibilities of the Investment Manager

The functions, duties and responsibilities of the Investment Manager of the Trust, are in accordance with the InvIT Regulations. Half of the Directors on the Board of the Investment Manager are Independent Directors having extensive and relevant experience.

Codes/Policies

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

1. Distribution policy:

The Distribution Policy provides a structure for distribution of the net distributable cash flows of the Project SPV to the Trust and the Trust to the Unitholders. Pursuant to the SEBI circular dated December 6, 2023, providing for a revised framework for computation of net distributable cash flow (NDCF) by InvITs, the IM has also amended its distribution policy to align it with the requirements of the SEBI circular effective April 1, 2024.

2. Policy on appointment of Auditor and Valuer:

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

3. Borrowing policy:

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

4. Policy on Related Party Transactions:

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

5. Policy for Determining Materiality of Information for Periodic Disclosures:

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

6. Nomination and Remuneration Policy:

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

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

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

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

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

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

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

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

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

11. Risk management policy:

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

12. Policy on Succession Planning:

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

13. Whistle Blower and Vigil Mechanism Policy:

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

14. Code for Prevention of Insider Trading:

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

15. Policy on Nomination of Unitholder Nominee Director:

The policy has been established to provide a framework and guidance 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.

16. Code of conduct for Board of Investment Manager and Trust:

The code has been established to enable the Investment Manager to publicly state to the external stakeholders of the Trust i.e. suppliers, customers, consumers, Unitholders, etc., the way in which Investment Manager intends to do carry out the business and the business in relation to the Trust.

The aforesaid code/ policies are available on website of the Trust at https://www.intelsupplychaininfra.com/Policies-and-Code-of-Conduct.html.

SPONSOR OF THE TRUST

Reliance Retail Ventures Limited (the “Sponsor”/“RRVL”) is the Sponsor of the Trust. The Sponsor was incorporated in India under the Companies Act, 1956. The Sponsor was considered as a ‘deemed’ public company under Section 43A of the Companies Act, 1956 with effect from June 25, 2007, and accordingly, the word ‘private’ was deleted. Subsequently, the name of the Sponsor was changed from Reliance Commercial Associates Limited to Reliance Retail Ventures Limited and a fresh certificate of incorporation was issued on August 27, 2013. Currently, the corporate identification number of the Sponsor is U51909MH2006PLC166166. The Sponsor’s registered office is situated at 4th Floor, Court House, Lokmanya Tilak Marg, Dhobi Talao, Mumbai 400 002.

There has been no change in the Sponsor during the financial year ended March 31, 2025, and as on the date of this Report.

Board of Directors of the Sponsor as of March 31, 2025
Sr No	Name of director	DIN
1.	Mr. Mukesh Dhirubhai Ambani	00001695
2.	Mr. Manoj Modi	00056207
3.	Ms. Isha Mukesh Ambani	06984175
4.	Mr. Akash Mukesh Ambani	06984194
5.	Mr. Anant Mukesh Ambani	07945702
6.	Mr. Venkatachalam Subramaniam	00009621
7.	Mr. Pankaj Pawar	00085077
8.	Dr. Shumeet Banerji	00228513
9.	Mr. Ranjit V. Pandit	00782296
10.	Mr. Rajiv Mehrishi	00208189

During the year Prof Dipak C Jain and Mr. Adil Zainulbhai stepped down from the board of directors of the Sponsor w.e.f October 10, 2024, having completed their 2 terms as an independent director on the board of the Sponsor. Dr. Shumeet Banerji was inducted in the board of the Sponsor as an independent director.

TRUSTEE OF THE TRUST

Axis Trustee Services Limited is the Trustee of the Trust (“Trustee”). The Trustee is a registered intermediary with SEBI under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as a debenture trustee having registration number IND000000494 and is valid until suspended or cancelled. The Trustee’s registered office is situated at Axis House, P B Marg, Worli, Mumbai, Maharashtra, India, 400 025 and corporate office is situated at The Ruby, 2nd Floor, SW, 29, Senapati Bapat Marg, Dadar West, Mumbai - 400 028.

The Trustee is a wholly owned subsidiary of Axis Bank Limited. As Trustee, it ensures compliance with all statutory requirements and believes in the highest ethical standards and best practices in corporate governance. It aims to provide the best services in the industry with its well trained and professionally qualified staff with a sound legal acumen. The Trustee is involved in varied facets of debenture and bond trusteeships, including, advisory functions and management functions. The Trustee also acts as a security trustee and is involved in providing services in relation to security creation, compliance and holding security on behalf of lenders. The Trustee is also involved in providing services as (i) a facility agent for complex structured transactions with advice on suitability of the transaction on operational aspects; (ii) an escrow agent; (iii) a trustee to alternative investment funds; (iv) custodian of documents as a safekeeper; (v) a trustee to real estate investment funds etc.

The Trustee is not an Associate of the Sponsor, or the Investment Manager. Further, neither the Trustee nor any of the promoters or directors of the Trustee (i) are debarred from accessing the securities market by SEBI; (ii) is a promoters, directors or persons in control of any other company or a sponsor, investment manager or trustee of any other infrastructure investment trust or an infrastructure investment trust which is debarred from accessing the capital market under any order or direction made by SEBI; or (iii) are persons who are categorized as wilful defaulters by any bank or financial institution, as defined under the Companies Act, 2013, or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI.

Board of Directors of the Trustee as of March 31, 2025
Sr. No.	Name of Director	Designation	DIN
1.	Mr. Prashant Joshi	Non-executive director	08503064
2.	Mr. Arun Mehta	Independent director	08674360
3.	Mr. Pramod Kumar Nagpal	Independent director	10041946
4.	Mr. Rahul Choudhary	Managing director and Chief Executive Officer	10935908

During the year endedMarch 31, 2025, Mr. Sumit Bali andMs. Deepa Rath resignedfrom the board of directors. Mr. Arun Mehta and Mr. Pramod Kumar Nagpal were appointed to the board of directors w.e.f. May 3, 2024. Further Mr. Rahul Choudhary was appointed to the board of directors w.e.f. February 6, 2025. Post March 31, 2025, Mr. Bipin Saraf was appointed as non-executive director on the board w.e.f. April 11, 2025.

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

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

DETAILS OF CHANGES DURING THE YEAR

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

There is no change in clauses in the trust deed, investment management agreement or any other agreement entered into pertaining to the activities of the Trust as on March 31, 2025.

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

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

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

Nil.

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

Nil

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

There are no material litigations and regulatory actions pending against the Trust as on March 31, 2025, which may have significant bearing on the activities or revenues or cash flows of the Trust.

F. Other material changes during the year

Nil

PROJECT-WISE REVENUE OF THE TRUST

The Trust was formed on August 17, 2021, and was registered as an infrastructure investment trust under InvIT Regulations on February 27, 2023.

During the year under review, the Trust had only one asset i.e. ISCIMPL. Please see details of the standalone and consolidated revenue of the Trust for the FY25 and FY24.

Details of revenue of the Trust (? In crore)
Particulars	FY25	FY24
Revenue from operations (standalone)	593.12	256.74
Revenue from operations (consolidated)	1,337.88	616.98

UPDATE ON THE DEVELOPMENT OF UNDER-CONSTRUCTION PROJECTS

Not applicable.

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

Details of borrowings or repayment of borrowings on standalone and consolidated basis are as follows:

(? In crore)
Transaction		Financial Year ended March 31, 2025		Period and Financial Year ended March 31, 2024
		Standalone	Consolidated	Standalone		Consolidated
Opening borrowings		2,122	2,122	Nil		Nil
Additions during the period		Nil	Nil	2,122		2,122
Repayments during the period		Nil	Nil	Nil		Nil
Closing borrowings		2,122	2,122	2,122		2,122
Statement of net borrowing ratio
Sr No	Particulars				Amount in ? crore
A	Borrowings1				2,585.29
B	Deferred payments				Nil
C	Cash and cash equivalents2				1.16
D	Aggregate borrowings and deferred payments net of cash and cash equivalents (A B - C)				2,584.13
E	Value of InvIT asset3				5,681.28
F	Net borrowings ratio (D/E)				45.5%

Note 1: Borrowings include borrowings from (i) lenders at the Trust; (ii) capital creditors; and (iii) lease liabilities. For details of lenders and maturity profile of borrowings, please refer to the consolidated financial statements forming part of this Annual Report.

Note 2: Cash and cash equivalents are from the consolidated balance sheet of the Trust.

Note 3: Value of InvIT Asset refer to the fair valuation of ISCIMPL from the report of the Valuer as of March 31, 2025, adjusted for (i) value of investments and bank balances that have not been considered as cash and cash equivalents on consolidated basis; (ii) other assets and current liabilities of the Trust on standalone basis; and (iii) provisions for stamp duty payable

Financial Covenants:

No financial covenants in terms of loan agreement entered into by the Trust.

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

The Units of the Trust were listed on the BSE Limited with effect from October 26, 2023. The units of the Trust are infrequently traded. Please find below the details of the trading history of the units during the financial year ended March 31, 2025.

Date	Opening price (?)	High (?)	Low (?)	Closing price (?)	Weighted average ''price (?)	No. of units	No. of trades
3/9/2024	110.00	110.00	110.00	110.00	110.00	10,00,000	5
17/9/2024	110.00	110.00	110.00	110.00	110.00	6,00,000	1
14/10/2024	110.00	110.00	110.00	110.00	110.00	10,00,000	5
16/10/2024	110.00	110.00	110.00	110.00	110.00	10,00,000	2

The average daily trading volumes during the days the Units were traded was 9,00,000 Units (computed as total number of Units traded divided by number of days the Units were traded).

Distributions made by the Trust

Pursuant to the provisions of InvIT Regulations and in line with the Distribution Policy, the Investment Manager has made timely distributions to the unitholders.

The details of distributions declared and made during the period between the time of listing and March 31, 2025, is as below:

Date of declaration	Return on capital (? per unit)	Date of payment	Yield % (not annualized)
November 17, 2023	1.0922	November 30, 2023	1.09%
December 19, 2023	0.9405	December 29, 2023	0.95%
January 22, 2024	0.9405	January 30, 2024	0.95%
February 19, 2024	0.8126	February 29, 2024	0.81%
March 18, 2024	0.9309	March 28, 2024	0.93%
April 22, 2024	0.9030	April 30, 2024	0.90%
May 21, 2024	0.9398	May 31, 2024	0.94%
June 21, 2024	0.9127	June 28, 2024	0.91%
July 24, 2024	0.9431	July 31, 2024	0.94%
August 22, 2024	0.9428	August 30, 2024	0.94%
September 20, 2024	0.9120	September 30, 2024	0.91%
October 23, 2024	0.9431	October 29, 2024	0.94%
November 21, 2024	0.9127	November 29, 2024	0.91%
December 19, 2024	0.9431	December 31, 2024	0.94%
January 24, 2025	0.9431	January 31, 2025	0.94%
February 19, 2025	0.8518	February 28, 2025	0.85%
March 19, 2025	0.9431	March 28, 2025	0.94%
Note: Yield has been computed as ‘Return on capital’ per unit divided by outstanding unit capital per unit.

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

There were no related party transactions entered into by the Trust that exceeded 5% of the value of the InvIT Assets during the year ended March 31, 2025.

For further details, please refer Related Party disclosures in the Audited Financial Statements.

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

As on March 31, 2025, the Trust has only one SPV i.e. ISCIMPL. The Trust has lent an aggregate amount of ? 5,050.00 crore to ISCIMPL as of March 31, 2025.

BRIEF DETAILS OF MATERIAL AND PRICE SENSITIVE INFORMATION

All material and price sensitive information in relation to the Trust for the period under review was made to BSE Limited in accordance with the provisions of the InvIT Regulations and other applicable laws.

The Trust has devised and maintained a Structured Digital Database (SDD) in compliance with Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

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

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

RISK FACTORS

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

Risks Related to the Warehouse Co’s Business and Industry

1. RRVL is expected to contribute substantially towards all of the Warehouse SPV’s revenues. Accordingly, the Warehouse SPV’s results of operations and financial condition are linked to those of RRVL. As a result, any and all the factors that may adversely affect the business of RRVL would adversely and materially affect the results of operations and financial condition of the Warehouse SPV. Further, any delay in payments from RRVL would materially and adversely affect the Warehouse SPV’s cash flows and distributions to our Unitholders.

2. Our results may be adversely affected by future unforeseen events, such as the outbreak of the Novel Coronavirus (“COVID-19”), or a similar outbreak, adverse weather conditions, natural disasters, civil disturbances, terrorist attacks or threats, future epidemics or pandemics or other catastrophic events.

3. Termination of our leases or inability to renew and maintain our leasing agreements with the landlords would materially and adversely affect our business, operations and financial position.

4. Competition in the warehousing and supply chain industry may create pricing pressures that materially and adversely affect us.

Risks Related to our Organization and the Structure of the Trust

5. The Trust is a recently settled trust with limited operating and financial history information and, as a result, investors may not be able to assess its prospects on the basis of past records.

6. The Trust is required to increase the public unitholding to 25% from the current 13% on or before October 25, 2026. The increase in public unitholding is to be carried out in accordance with the provisions of the InvIT Regulations and circulars issued thereunder. There can be no guarantee that the Trust would be able to increase the minimum public holding within the time limits specified above. Further there can be no guarantee that the Trust would be able to raise additional funds from prospective investors at terms which are favourable to the Trust and its existing unitholders.

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

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

Risks Related to India

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

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

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

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

12. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and could have an adverse effect on Warehouse Co’s business and our results of operations and financial condition.

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

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

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

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

17. Significant differences could exist between Ind AS and other accounting principles, such as Indian GAAP and IFRS, which may affect investors’ assessments of the Trust’s financial condition.

Risks Related to Ownership of the Units

18. The regulatory framework governing infrastructure investment trusts in India is relatively new and the interpretation and enforcement thereof involve uncertainties, which may have a material, adverse effect on the ability of certain categories of investors to invest in the Units, our business, financial condition and results of operations and our ability to make distributions to the Unitholders.

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

20. The Units are illiquid investment instruments, and no active trading market is expected.

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

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

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

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

25. Our rights and the rights of the Unitholders to recover claims against the Investment Manager, the Sponsor or the Trustee are limited.

Risks Related to Tax

26. Entities operating in India are subject to a variety of Government and State Government tax regimes and surcharges and changes in legislation or the rules relating to such tax regimes and surcharges could materially and adversely affect Warehouse Co’s business and our results of operations and financial condition.

SECRETARIAL COMPLIANCE REPORT FOR THE FINANCIAL YEAR ENDED

MARCH 31, 2025

A copy of the secretarial compliance report for the financial year ended March 31, 2025, is

annexed to this Report marked as Annexure A.

COMPLIANCE REPORTS ON GOVERNANCE

The quarterly compliance reports on governance for the financial year 2024 - 25 is annexed to

this Report marked as Annexure B.

INFORMATION OF THE CONTACT PERSON OF THE TRUST

---

Mar 31, 2024

REPORT OF THE INVESTMENT MANAGER OF INTELLIGENT SUPPLY CHAIN INFRASTRUCTURE TRUST FOR THE YEAR ENDED MARCH 31, 2024

Intelligent Supply Chain Infrastructure Trust (the “Trust”/ “ISCIT”/ “InvIT”) was established by Reliance Retail Ventures Limited (the “RRVL”/ “Sponsor”) on August 17, 2022, as a contributory irrevocable trust under the provisions of the Indian Trusts Act, 1882 pursuant to an ‘Indenture of Trust’ executed between the Sponsor and Axis Trustee Services Limited as the “Trustee” of the Trust. Infinite India Investment Management Limited (the “IIIML”) is the investment manager of the Trust and Jio Infrastructure Management Services Limited is the Project Manager. The Trust was registered as an infrastructure investment trust under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (the “SEBI InvIT Regulations”) on February 27, 2023, having registration number IN/InvIT/22-23/0024. The Indenture of Trust was amended vide amendment to Indenture of Trust dated February 23, 2024, pursuant to the SEBI circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2023/153 dated September 11, 2023.

The Trust has been established with the objective of undertaking activity as an Infrastructure Investment Trust in accordance with the SEBI InvIT Regulations. The Trust holds 100% of the equity share capital in Intelligent Supply Chain Infrastructure Management Private Limited (“ISCIMPL”/ “Warehouse Co”) which operates a pan-India network of operational warehouses of approximately 12.89 million square feet as of March 31, 2024.

The Trust undertook an initial offer of its units (the “Units”) vide placement memorandum dated October 25, 2023, and raised ? 3,048 crore by the issue of 30,48,00,000 Units at an issue price of ? 100 per Unit. The units of the Trust are listed on BSE Limited since October 26, 2023.

MANAGEMENT DISCUSSION AND ANALYSIS BY THE INVESTMENT MANAGER AND DETAILS OF ASSETS OF THE TRUST

Economic Overview

Global Economy

The global economy was surprisingly resilient through the global disinflation of 2022-23. As global inflation descended from the peak in mid-2022-23, economic activity grew steadily, defying warnings of stagflation and global recession. Growth in employment and incomes held steady, reflecting supportive demand developments including greater-than-expected government spending and household consumption and a supply-side expansion amid, notably, an unanticipated boost to labour force participation. Global growth, estimated at 3.2% in 2023, is projected to continue at the same pace in 2024 and 2025. Global headline inflation is expected to fall from an annual average of 6.8% in 2023 to 5.9% in 2024 and 4.5% in 2025. Risks to the global outlook are now broadly balanced. On the downside, new price spikes stemming from geopolitical tensions, including those from the war in Ukraine and the conflict in Gaza and Israel, could, along with persistent core inflation where labour markets are still tight, raise interest rate expectations and reduce asset prices. (Source: World Economic Outlook, April 2024)

Indian Economy

India has risen as one of the most rapidly developing major economies globally, poised to become one of the leading three economic forces. The country’s impressive economic transformation can be attributed to various factors, including a burgeoning young population, a growing middle class, a well-educated English-speaking workforce, and extensive government initiatives. These elements have significantly shaped India’s economic landscape.

India has a strong consumption market which protects the economy from global market fluctuations and thus sustains growth. India’s share of consumption as a percentage of GDP was over 61% (as of 2022) and has been growing at a 6.9% CAGR between 2013-2022.

Following the impact of the COVID-19 pandemic, India’s real GDP growth rate showed signs of recovery, with an estimated rate of approximately 7.2% in 2022-23. However, certain global factors, such as rising international commodity prices, fluctuations in the global financial market, and

bottlenecks in global supply chains, have contributed to some loss of momentum in the economic outlook.

The following graph compares India’s GDP growth forecasts along with GDP per Capita growth forecasts with other Asia-Pacific Economies.

Several economic indicators suggest a steady and positive economic outlook for the foreseeable future. Both the Purchasing Managers'' Index for manufacturing and services have positively remained in the expansion zone. Notably, the manufacturing sector achieved a high during this period, which resulted in Indian exports experiencing an annual rise of around 6% to reach USD 447 billion in FY 2022-23.

Furthermore, the lending market has seen significant growth in the commercial real estate segment, with bank credit deployment expanding by 8.5% year-on-year in 2023. These indicators collectively indicate promising prospects for stable economic growth in India.

Warehousing Industry

In 2014, the "Make in India" initiative was introduced, and more recently, the government emphasized the idea of an "Aatmanirbhar Bharat" (self-reliant India). To support these initiatives and facilitate the smooth movement of goods, services, and people on a global scale, the Indian government recognizes the importance of a robust logistics sector.

As part of its vision, the Government of India aims to develop an integrated, cost-effective, reliable, and sustainable logistics ecosystem, leveraging digital technologies to promote accelerated and inclusive economic growth. An essential target of this vision is to reduce logistics costs to less than 10% of the country''s GDP.

Logistics costs in India are considerably high (in the range of 14-18% of GDP) in comparison to singledigit levels in developed countries. Transportation costs take up the majority share at approx. 8.5%, inventory and administrative costs at 5% and 0.5% respectively.

The demand for logistics facilities in India is being fueled by ongoing structural changes. The Indian Industrial & Logistics (I&L) sector is experiencing rapid evolution, primarily due to sustained policy interventions, strong growth in the manufacturing sector, and the increasing prominence of E-Commerce and third-party logistics (3PL) services. There is a noticeable increase in demands from traditional sectors, alongside a surge in demand for E-Commerce services and platforms. These factors collectively contribute to the growing need for efficient logistics infrastructure in India.

Asset Overview

Operational Performance

During the financial year ended March 31, 2024, the Trust acquired 100% of the equity share capital of ISCIMPL from the Sponsor for a consideration of ? 100 crore pursuant to a share purchase agreement dated August 17, 2023. The acquisition was completed on October 25, 2023, immediately on the completion of the initial offer of units by the Trust.

During the financial year ended March 31, 2024, ISCIMPL took over the operations and maintenance of 64 operating warehouses (Initial Portfolio) spread across 34 cities across India including the key warehousing hubs of Delhi, NCR, Mumbai, Bengaluru, Chennai, Kolkata, Ahmedabad, Pune and Hyderabad. ISCIMPL also entered into an Asset Purchase and Sale Agreement with the Sponsor to acquire the various assets that are deployed at these 64 warehouses. The asset’s include plant & equipment, fitments, apparatus, fixtures and fittings, other moveable assets for an aggregate consideration of ? 4,261.35 crore (excluding GST payable thereon).

Further ISCIMPL entered into a long-term warehouse use agreement (WUA) with the Sponsor in terms of which, ISCIMPL would provide warehousing services to RRVL in terms of the service orders issued under the WUA.

ISCIMPL also entered into long-term project execution agreement (PEA) with Reliance Projects & Property Management Services Limited (RPPMSL) in terms of which RPPMSL shall procure, build, establish, install and commission new warehouse assets for ISCIMPL and deliver them on a turnkey basis at the rates specified under the PEA.

ISCIMPL also entered into an operations and maintenance agreement (O&M Agreement) with RPPMSL in terms of which RPPMSL shall operate and manage the warehouse assets of ISCIMPL on a long-term basis and provide and confirm to the service parameters agreed between the parties under the O&M Agreement.

The WUA, PEA and O&M Agreement came into effect on the completion of the initial offer of units

i.e. October 25, 2023.

In March 2024, ISCIMPL added to its portfolio of warehouse assets, a warehouse at Ghaziabad taking the total number of warehouses under operation to 65 aggregating 12.89 million square feet.

Financial Performance

Brief details of financial performance of the Trust on consolidated basis for the year ended March 31, 2024, is provided below:

(? in crore)
Particulars	From October 25, 2023, to March 31, 2024
Revenue from operations	616.98
Other income	5.02
Total income	622.00
Profits before taxes	7.45
Profits for the year	7.45
Total comprehensive income for the year	7.45

Revenue from operations refers to the income earned by ISCIMPL pursuant to the WUA entered into with the Sponsor. Other income refers to interest income and profits on sale of investments (net).

The expenses include the operations and maintenance expense incurred by ISCIMPL under the O&M Agreement, investment management expenses, project management expenses, depreciation and amortization expenses, other expenses at ISCIMPL and Trust level and finance cost incurred by Trust on its borrowings. The Trust had on October 25, 2023, borrowed a sum of ? 2,122.00 crore pursuant to a loan agreement dated August 17, 2023.

On account of the above, the profits before taxes were ? 7.45 crore in Fiscal 2024.

Health, Safety and Environment (the “HSE”)

We believe that we are in compliance, in all material respects, with applicable health, safety and environmental regulations and other requirements in our operations. Our HSE program involves a combination of (a) training including (i) online HSEF training (ii) road safety training (iii) workplace safety training (iv) first aid training (v) fire & electrical safety training and (vi) emergency preparedness training (b) safety committee meeting and risk management; (c) HSE audit and assurance; (d) ISO certification; and (d) culture building. The HSE compliance is regularly monitored.

Future Business Outlook

We continue to remain confident on the future business outlook of ISCIMPL. We believe that the breadth of our warehouse assets, position us well to capture growing demand for warehousing services. We intend to actively market our warehouse assets to new 3^rd party customers to generate additional sources of revenue and cash flows over time.

Details of Trust’s holding in ISCIMPL

The Trust holds 100.0% of the outstanding equity share capital of ISCIMPL at a carrying cost of ? 100 crore. The Trust has also extended loans aggregating ? 5,050 crore to ISCIMPL as under:

(a) Trust Loan 1: Trust has extended to ISCIMPL ? 2,928.00 crore from the proceeds of the initial offer of Units pursuant to ‘Staggered Interest Loan agreement entered into with ISCIMPL.

(b) Trust Loan 2: Trust had extended ? 2,122.00 crore from the proceeds of its borrowings to ISCIMPL pursuant to ‘Fixed Interest Loan agreement entered into with ISCIMPL.

FINANCIAL INFORMATION AND OPERATING EXPENSES OF THE TRUST

Summary of Audited Standalone and Consolidated Financial Information of the Trust for the financial year ended March 31, 2024, is as follows:

(? in crore)
Particulars	Financial Year ended March 31,2024			Financial Year ended March 31, 2023
	Standalone	Consolidated		Standalone		Consolidated
Total Income	256.74	622.00		-		NA
Total Expenditure	126.79	614.55		-		NA
Profit / (Loss) before tax	129.95	7.45		-		NA
Less: Provision for tax
Current tax	-	-		-		NA
Deferred tax	-	-		-		NA
Profit/(Loss) for the period	129.95	7.45		-		NA
Other comprehensive income	-	-		-		NA
Total comprehensive income/(loss) for the period	129.95	7.45				NA
Key operating expenses of the Trust for the financial year ended March 31, 2024, are as follows: (? in crore)
Particulars			Financial Year ended March 31, 2024		Financial Year ended March 31, 2023
Finance costs			110.62		-
Investment Management fees			1.03		-
Project Management fees			1.03		-
Trustee fee			0.41		-
Audit fee			0.97		-
Valuation expenses			0.61		-
Registration fees			4.41		-
Other expenses			7.71		-

Audited Standalone and Consolidated Financial Information of the Trust for the financial year ended March 31, 2024, along with the Report of Auditors thereon forms part of this Annual Report.

DETAILS OF UNITS ISSUED BY THE TRUST

The Trust undertook an initial offer of its units vide placement memorandum dated October 25, 2023, and raised ? 3,048.00 crore by the issue of 30,48,00,000 Units at an issue price of ? 100 per Unit.

The units of the Trust were privately listed on BSE Limited with effect from October 26, 2023.

During the year under review and as on date of this Report, no units have been bought-back by the Trust.

Credit Rating

During the year under review, the Trust had obtained a credit rating from CARE Ratings Limited (“CARE”), who had assigned “CARE AAA/Stable” ratings vide its letter dated August 25, 2023. Further, CARE has reaffirmed the ratings of the Trust at “CARE AAA/Stable” on April 15, 2024.

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

As per SEBI InvIT Regulations and amendments thereon, an annual valuation of the assets of the Trust are conducted by an independent valuer at the end of the financial year ending as on March 31, 2024. For this purpose, the Trust and Investment Manager appointed BDO Valuation Advisory LLP (“the Valuer”) to carry out fair valuation of the InvIT Assets in accordance with the SEBI InvIT Regulations as on March 31, 2024 (the “Valuation Date”).

The Valuer have estimated the Enterprise Value of the InvIT Asset using Discounted Cash Flows (“DCF”) method under the Income Approach. For the purpose of this valuation exercise, they were provided with the financial projections of ISCIMPL by the management of the Trust as on the valuation date. The projections were based on the best judgement of the management on the future cash flows.

Based on the methodology and assumptions discussed above, the Enterprise Value (“EV”) of ISCIMPL adjusted for lease assets, is arrived at Z 5,803.8 crore as on the Valuation Date.

VALUATION OF ASSETS AND NET ASSET VALUE (“NAV”)

The EV of ISCIMPL has been determined by the Valuer at Z 5,803.8 crore as on the Valuation Date i.e. March 31, 2024. Further the value of equity shares of ISCIMPL has been determined at Z 115 crore.

Please note the NAV of Units as on March 31, 2024, on standalone basis:

(? in crore)
Particulars	Book value as on 31/3/2024	F air value as on 31/3/2024
A. Equity shares held by Trust in ISCIMPL	100.00	114.99
B. Loans to ISCIMPL	5,050.00	5,050.00
C. Other assets	11.25	11.25
D. Total Assets	5,161.25	5,176.24
E. Total Liabilities	2,127.07	2,127.07
F. Net Assets (E-F)	3,043.18	3,049.17
G. Number of units in crore	30.48	30.48
H. NAV per unit (G/H)	99.55	100.04
Please note the NAV of Units as on March 31, 2024, on consolidated basis: (? in crore)
Particulars	Book value as on 31/3/2024	F air value as on 31/3/2024
A. Assets	5,797.46	5,935.281
B. Liabilities	2,886.12	2,886.12
C. Net Assets (A-B)	2,911.34	3,049.16
D. Number of units in crore	30.48	30.48
E. NAV per unit (E/F)	95.52	100.04

INVESTMENT MANAGER OF THE TRUST

Infinite India Investment Management Limited was appointed as the Investment Manager (“IM”) of the Trust pursuant to the provisions of SEBI InvIT Regulations and the Investment Management Agreement dated August 18, 2023, executed between Infinite India Investment Management Limited and Axis Trustee Services Limited, in the capacity of Trustee to the Trust (the “Trustee”). The said Investment Management Agreement was amended on February 23, 2024, pursuant to the SEBI circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2023/153 dated September 11, 2023.

A. Details of Infinite India Investment Management Limited (Investment Manager) as on March 31, 2024

The Investment Manager is a wholly owned subsidiary of JM Financial Limited. The Investment Manager has over 10 years of experience in fund management, being the investment manager of JM Financial Property Fund, a real estate focused venture capital fund registered with the SEBI under the SEBI (Venture Capital Funds) Regulations, 1996.

Further, neither the Investment Manager nor any of the promoters or directors of the Investment Manager: (i) are debarred from accessing the securities market by SEBI; (ii) are promoters, directors or persons in control of any other company or a sponsor, investment manager or trustee of any other infrastructure investment trust or an infrastructure investment trust which is debarred from accessing the capital market under any order or direction made by SEBI; or (iii) are persons who are categorized as wilful defaulters by any bank or financial institution, as defined under the Companies Act, 2013, or consortium thereof, in accordance with the guidelines on wilful defaulters issued by RBI.

Further, in accordance with the eligibility criteria specified under the SEBI InvIT Regulations, the Investment Manager had a consolidated net worth of not less than ? 10 crore as on March 31, 2024.

Board of Directors of the Investment Manager as on March 31, 2024 are mentioned below:
Sr. No.	Name of Director	Designation	DIN	Date of Appointment
1.	Ms. Dipti Neelakantan	Non-executive Director	00505452	October 19, 2007
2.	Mr. Adi Patel	Non-executive Director	02307863	April 26, 2023
3.	Mr. Sridhar Vaidyanadhan	Non-executive Director	03303448	April 01, 2023
4.	Mr. Rajendra Hingwala	Independent Director	00160602	February 20, 2019
5.	Mr. Shailesh Vaidya	Independent Director	00002273	February 20, 2019
6.	Ms. Riddhi Bhimani	Independent Director	10072936	April 01, 2023
Brief Profile of Directors of Investment Manager is provided below:

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

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

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

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

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

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

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

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

Mr. Adi Patel joined the Merchant Banking Division in November, 1993 and is currently the Managing Director of the holding company viz., JM Financial Limited and holds a Bachelor’s degree in Commerce and is also a qualified Chartered Accountant.

He has executed some landmark M&A / restructuring transactions for some of the leading business houses in India.

Over the last 30 years, he has developed strong relationships with leading Indian and global clients across various Industry segments and has advised them on numerous strategic M&A / restructuring transactions

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

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

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

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

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

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

He specializes in Property and Corporate Law matters. His name and firm reference features in “Guide to the World’s Leading Real Estate Lawyers”, 7th Edition, published by Legal Media Group, United Kingdom. His firm has been awarded India Business Law Journal Award for best legal practice in “Construction and Real Estate” from 2008 to 2020. His firm is also ranked by LEGAL 500 and Chambers Asia Pacific as one of the top Firms in Real Estate. Asia Law, 2020 mentions him as a leading lawyer in Real Estate. India Business Law Journal has recently ranked him as one of India’s Top 100 lawyers in the ‘A’ List published in November 2021 issue.

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

6. Ms. Riddhi Bhimani - Independent Director (DIN: 10072936)

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

She has driven various key projects in Risk Consulting, Corporate Governance and Enterprise Risk Management during her tenure with Ernst and Young (India) for several multinational as well as domestic companies. She has a wide experience in policy documentation, financial / non-financial controls and process re-engineering.

Committees of the Board of Directors of the Investment Manager

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

A) InvIT Committee:

1. Ms. Dipti Neelakantan - Chairperson

2. Mr. Shailesh Vaidya

3. Mr. Raj endra Hingwala

B) Audit Committee

1. Mr. Rajendra Hingwala - Chairman

2. Ms. Dipti Neelakantan

3. Ms. Riddhi Bhimani

C) Nomination and Remuneration Committee

1. Mr. Shailesh Vaidya - Chairman

2. Mr. Rajendra Hingwala

3. Ms. Riddhi Bhimani

D) Stakeholders’ Relationship Committee

1. Mr. Shailesh Vaidya - Chairman

2. Ms. Dipti Neelakantan

3. Mr. Sridhar Vaidyanadhan

E) Risk Management Committee

1. Mr. Sridhar Vaidyanadhan - Chairman

2. Ms. Riddhi Bhimani

3. Ms. Janisha Shah

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

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

During the year under review, neither the Investment Manager nor any of its directors held any units of the Trust.

Net Worth of Investment Manager

Net Worth of the Investment Manager as per its latest Annual Audited Standalone Financial Statements for the financial year ended March 31, 2024, is in line with the requirement specified under regulation 4(2)(e) of the SEBI InvIT Regulations.

Functions, Duties and Responsibilities of the Investment Manager

The functions, duties and responsibilities of the Investment Manager of the Trust, were in accordance with the SEBI InvIT Regulations. Half of the Directors on the Board of the Investment Manager are Independent Directors having extensive and relevant experience.

B. Codes/Policies

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

1. Distribution policy

The Distribution Policy provides a structure for distribution of the net distributable cash flows of the Project SPV to the Trust and the Trust to the Unitholders. Pursuant to the SEBI circular dated December 6, 2023, providing for a revised framework for computation of net distributable cash flow (NDCF) by InvITs, the IM has also amended its distribution policy to align it with the requirements of the SEBI circular effective April 01, 2024.

2. Policy on appointment of Auditor and Valuer

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

3. Borrowing policy

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

4. Policy on Related Party Transactions

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

5. Policy for Determining Materiality of Information for Periodic Disclosures

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

6. Nomination and Remuneration Policy

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

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

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

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

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

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

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

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

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

11. Risk Management Policy

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

12. Policy on Succession Planning

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

13. Whistle Blower and Vigil Mechanism Policy

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

14. Code for Prevention of Insider Trading

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

SPONSOR OF THE TRUST

Reliance Retail Ventures Limited (the “Sponsor”/“RRVL”) is the Sponsor of the Trust. The Sponsor was incorporated in India under the Companies Act, 1956. The Sponsor was considered as a ‘deemed’ public company under Section 43A of the Companies Act, 1956 with effect from June 25, 2007, and accordingly, the word ‘private’ was deleted. Subsequently, the name of the Sponsor was changed from Reliance Commercial Associates Private Limited to Reliance Retail Ventures Limited and a fresh certificate of incorporation was issued on August 27, 2013. Currently, the corporate identification number of the Sponsor is U51909MH2006PLC166166.

The Sponsor’s registered office is situated at 4th Floor, Court House, Lokmanya Tilak Marg, Dhobi Talao, Mumbai 400 002.

There has been no change in the Sponsor during the financial year ended March 31, 2024 and as on the date of this Report.

Board of Directors of the Sponsor as on March 31, 2024, are mentioned below:
Sr. No.	Name of Director	DIN
1.	Mr. Mukesh Dhirubhai Ambani	00001695
2.	Mr. Manoj Modi	00056207

3.	Ms. Isha Mukesh Ambani	06984175
4.	Mr. Akash Mukesh Ambani	06984194
5.	Mr. Anant Mukesh Ambani	07945702
6.	Mr. Venkatachalam Subramaniam	00009621
7.	Mr. Pankaj Pawar	00085077
8.	Prof. Dipak C. Jain	00228513
9.	Mr. Ranjit V. Pandit	00782296
10.	Mr. Adil Zainulbhai	06646490
11.	Mr. Rajiv Mehrishi	00208189

TRUSTEE OF THE TRUST

Axis Trustee Services Limited is the Trustee of the Trust (the “Trustee”). The Trustee is a registered intermediary with SEBI under the SEBI (Debenture Trustees) Regulations, 1993, as a debenture trustee having registration number IND000000494 and is valid until suspended or cancelled. The Trustee’s registered office is situated at Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025 and corporate office is situated at The Ruby, 2nd Floor, SW, 29, Senapati Bapat Marg, Dadar West, Mumbai- 400 028.

The Trustee is a wholly-owned subsidiary of Axis Bank Limited. As Trustee, it ensures compliance with all statutory requirements and believes in the highest ethical standards and best practices in corporate governance. It aims to provide the best services in the industry with its well trained and professionally qualified staff with a sound legal acumen. The Trustee is involved in varied facets of debenture and bond trusteeships, including, advisory functions and management functions. The Trustee also acts as a security trustee and is involved in providing services in relation to security creation, compliance and holding security on behalf of lenders.

The Trustee is also involved in providing services as (i) a facility agent for complex structured transactions with advice on suitability of the transaction on operational aspects; (ii) an escrow agent; (iii) a trustee to alternative investment funds; (iv) custodian of documents as a safe-keeper; (v) a trustee to real estate investment funds etc.

The Trustee confirms that it has and undertakes to ensure that it will at all times, maintain adequate infrastructure personnel and resources to perform its functions, duties and responsibilities with respect to the Trust, in accordance with the SEBI InvIT Regulations, the Indenture of Trust and other applicable law.

The Trustee is not an Associate of the Sponsor, or the Investment Manager. Further, neither the Trustee nor any of the promoters or directors of the Trustee (i) are debarred from accessing the securities market by SEBI; (ii) is a promoters, directors or persons in control of any other company or a sponsor, investment manager or trustee of any other infrastructure investment trust or an infrastructure investment trust which is debarred from accessing the capital market under any order or direction made by SEBI; or (iii) are persons who are categorized as wilful defaulters by any bank or financial institution, as defined under the Companies Act, 2013, or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI.

Board of Directors of the Trustee as on March 31, 2024:

Details of the Board of Directors of the Trustee as on March 31, 2024 are mentioned below:

Sr. No.	Name of Director	DIN
1.	Ms. Deepa Rath	09163254
2.	Mr. Prashant Joshi	08503064
3.	Mr. Sumit Bali	02896088

During the year under review, Mr. Rajesh Kumar Dahiya and Mr. Ganesh Sankaran resignedfrom the Board of Directors of the company with effect from January 15, 2024. Mr.Prashant Ramrao Joshi and Mr. Sumit Bali were appointed as directors on the board of the Trustee with effect from January 16, 2024.

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

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

DETAILS OF CHANGES DURING THE YEAR

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

There is no change in clauses in the trust deed, investment management agreement or any other agreement entered into pertaining to the activities of the Trust as on March 31, 2024 other than the amendment required to be made to the Indenture of Trust and the Investment Management Agreement pursuant to the SEBI Circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2023/153 dated September 11, 2023 providing for nomination rights to eligible unitholders on the board of an investment manager.

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

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

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

During the year ISCIMPL incurred total capex of ? 33 crore in addition to the acquisition of assets described in the Asset Purchase and Sale Agreement dated August 17, 2023, described in the final placement memorandum.

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

Nil

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

There are no material litigations and regulatory actions pending against the Trust as on March 31, 2024, which may have significant bearing on the activities or revenues or cash flows of the Trust.

F. Other material changes during the year

Nil

PROJECT-WISE REVENUE OF THE TRUST

The Trust was formed on August 17, 2023, and was registered as an infrastructure investment trust under SEBI InvIT Regulations on February 27, 2023.

During the previous year under review, on October 25, 2023, the Trust acquired 100.00% of the equity share capital of ISCIMPL which is the only SPV in terms of the SEBI InvIT Regulations under the Trust. Please see details of the standalone and consolidated revenue of the Trust for the financial year ended March 31, 2024.

Details of revenue of the Trust on standalone and consolidated basis		(? in crore)
Particulars	Standalone for year ended March 31, 2024	Consolidated for period ended March 31, 2024
Revenue from operations	256.74	616.98

UPDATE ON THE DEVELOPMENT OF UNDER-CONSTRUCTION PROJECTS

Not applicable.

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

Details of borrowings or repayment of borrowings on standalone and consolidated basis are as follows:

(? in crore)
Transaction	Financial Year ended March 31, 2024
	Standalone	Consolidated
Opening borrowing	Nil	Nil
Additions during the period	2,122.00	2,122.00
Repayments during the period	Nil	Nil
Closing borrowings	2,122.00	2,122.00

As on March 31, 2024, the Trust had borrowings of ? 2,122.00 crore. These borrowings have a maturity period of more than 10 years.

The consolidated borrowings and deferred payments net of cash and cash equivalents of the Trust as a % of the value of InvIT Assets was within the limits specified for the same under the SEBI InvIT Regulations.

Debt maturity profile is disclosed in the financial statements which form a part of this annual report.

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

The Units of the Trust were listed on the BSE Limited with effect from October 26, 2023 and there has not been any active trading in the units of the Trust.

Distributions made by the Trust

Pursuant to the provisions of SEBI InvIT Regulations and in line with the Distribution Policy, the Investment Manager has made timely distributions to the unitholders.

The details of distributions declared and made during the year ended March 31, 2024, is as below:
Date of declaration	Return on Capital (? per unit)	Date of payment	Yield % (Not Annualized)
November 17, 2023	1.0922	November 30, 2023	1.09%
December 19, 2023	0.9405	December 29, 2023	0.95%
January 22, 2024	0.9405	January 30, 2024	0.95%
February 19, 2024	0.8126	February 29, 2024	0.81%
March 18, 2024	0.9309	March 28, 2024	0.93%

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

There were no related party transactions entered into by the Trust that exceeded 5% of the value of the InvIT Assets during the year ended March 31, 2024, post the initial offer of units on October 25, 2023, that have not been described in the final placement memorandum dated October 25, 2023.

For further details, please refer Related Party disclosures in the Audited Financial Statements.

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

As on March 31, 2024, the Trust has only one SPV i.e. ISCIMPL. The Trust has lent an aggregate amount of ? 5,050.00 crore to ISCIMPL as of March 31, 2024.

BRIEF DETAILS OF MATERIAL AND PRICE SENSITIVE INFORMATION

All material and price sensitive information in relation to the Trust for the period under review was made to BSE Limited in accordance with the provisions of the SEBI InvIT Regulations and other applicable laws.

The Trust has devised and maintained a Structured Digital Database (SDD) in compliance with Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

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

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

RISK FACTORS

Risks Related to the Warehouse SPV’s Business and Industry

• RRVL is expected to contribute substantially towards all of the Warehouse SPV’s revenues. Accordingly, the Warehouse SPV’s results of operations and financial condition are linked to those of RRVL. As a result, any and all the factors that may adversely affect the business of RRVL would adversely and materially affect the results of operations and financial condition of the Warehouse SPV. Further, any delay in payments from RRVL would materially and adversely affect the Warehouse SPV’s cash flows and distributions to our Unitholders.

• Our results may be adversely affected by future unforeseen events, such as the outbreak of the Novel Coronavirus (“COVID-19”), or a similar outbreak, adverse weather conditions, natural disasters, civil disturbances, terrorist attacks or threats, future epidemics or pandemics or other catastrophic events.

• Termination of our leases or inability to renew and maintain our leasing agreements with the landlords would materially and adversely affect our business, operations and financial position.

• Competition in the warehousing and supply chain industry may create pricing pressures that materially and adversely affect us.

Risks Related to our Organization and the Structure of the Trust

• The Trust is a recently settled trust with no established operating history and no historical financial information and, as a result, investors may not be able to assess its prospects on the basis of past records.

• The Valuation Report, is not an opinion on the commercial merits of the Trust or the Warehouse SPV, nor is it an opinion, expressed or implied, as to the future trading price of the Units or the financial condition of the Trust upon listing, and the valuation contained therein may not be indicative of the true value of the Warehouse SPV’s assets.

Risks Related to the Trust’s Relationships with the Trustee, Sponsor, the Investment Manager and Project Manager

• The Investment Manager is required to comply with certain ongoing reporting and management obligations in relation to the Trust. We cannot assure you that the Investment Manager will be able to comply with such requirements.

• We depend on the Investment Manager, the Project Manager and the Trustee to manage our business and assets, and our financial condition, results of operations and cash flows and our ability to make distributions may be harmed if the Investment Manager, Project Manager or the Trustee fail to perform satisfactorily. The rights of the Unitholders to recover claims against them are limited.

Risks Related to Ownership of the Units

• The price of the Units may decline after the Issue.

• The regulatory framework governing infrastructure investment trusts in India is relatively new and the interpretation and enforcement thereof involve uncertainties, which may have a material, adverse effect on the ability of certain categories of investors to invest in the Units, our business, financial condition and results of operations and our ability to make distributions to the Unitholders.

Risks Related to Tax

• Changes in legislation or the rules relating to tax regimes could materially and adversely affect our business, prospects and results of operations.

• Tax laws are subject to changes and differing interpretations, which may materially and adversely affect our operations.

SECRETARIAL COMPLIANCE REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

A copy of the secretarial compliance report for the financial year ended March 31, 2024 is annexed to this Report marked as Annexure A.

COMPLIANCE REPORTS ON GOVERNANCE

The quarterly compliance reports on governance for the financial year 2023-24 is annexed to this Report marked as Annexure B.

INFORMATION OF THE CONTACT PERSON OF THE TRUST

Vineet Singh

Address: 7^th Floor, Cnergy,

Appasaheb Marathe Marg,

Prabhadevi, Mumbai 400025 Tel: [phone] Email: [email protected]

Date: June 28, 2024

1

Refers to the enterprise value of ISCIMPL adjustedfor cash and cash equivalents and investments as per the consolidated balance sheet (Z 118.27 crore as on March 31, 2024), capital advances and advance income taxes paid (Z 28.86 crore as on March 31, 2024) and other assets and liabilities of Trust on standalone basis that are not eliminated pursuant to consolidation (negative Z 5.07 crore as on March 31, 2024) less stamp duty payments estimated not provided for in the books (Z 30.00 crore as on March 31, 2024) and aggregatedfor other current liabilities and trade payables on consolidated basis from the balance sheet (Z 19.45 crore as on March 31, 2024)