(i) Rs. 250,000 million of loan carrying interest rate of 9.5% p.a. was given to SDIL and under the terms of this loan, the rate of interest increases to 15% p.a. after certain operational thresholds are met. These thresholds were met in April, 2021 and, accordingly, the rate of interest has increased effective that date.
The interest and principal is payable by the borrower is subject to availability of surplus cash.
If any amount due and receivable from the borrower is not received on the respective due date, interest shall accrue on the unpaid sum from the respective due date up to the date of actual receipt at a rate of 0.5% p.a. and the applicable interest rate, at the option of the Trust.
All outstanding amounts under the loan and all other obligations and liabilities of the borrower under the loan agreement constitute subordinated obligations and will be subordinated to its Senior Obligations in right of payment and upon liquidation.
During the previous year, the Trust had given an unsecured loan to SDIL amounting H 8,800 million at 15% rate of interest. The terms of the loan are similar to existing loan agreement.
With effect from April 01, 2025, the rate of interest on the shareholder loan has reduced from 15% p.a. to 13.5% p.a. All other terms of the loan remain same.
(ii) H 570 million of loan carrying interest rate of 13.5% p.a. was given to CDPL.
The interest and principal is payable by the borrower subject to availability of surplus cash.
If any amount due and receivable from the borrower is not received on the respective due date, interest shall accrue on the unpaid sum from the respective due date up to the date of actual receipt at a rate of 0.5% p.a. and the applicable interest rate, at the option of the Trust. All outstanding amounts under the loan and all other obligations and liabilities of the borrower under the loan agreement constitute subordinated obligations and will be subordinated to its Senior Obligations in right of payment and upon liquidation.During the year, H 303 million of loan was repaid by CDPL.
(iii) H 3 million of loan carrying interest rate of 15% p.a. was given to RDIPL.
The interest and principal is payable by the borrower is subject to availability of surplus cash.
If any amount due and receivable from the borrower is not received on the respective due date, interest shall accrue on the unpaid sum from the respective due date up to the date of actual receipt at a rate of 0.5% p.a. and the applicable interest rate, at the option of the Trust.
All outstanding amounts under the loan and all other obligations and liabilities of the borrower under the loan agreement constitute subordinated obligations and will be subordinated to its Senior Obligations in right of payment and upon liquidation.
(iv) H 48,500 million of loan carrying interest rate of 13.5% p.a. was given to EDIPL at the time of acquisition. Further, during the year, H 5,212 million of loan was given to EDIPL at the same terms.
The principal is repayable by the borrower as per the repayment schedule as mentioned in the agreement. The interest and principal is payable by the borrower subject to availability of surplus cash.
If any amount due and receivable from the borrower is not received on the respective due date, interest shall accrue on the unpaid sum from the respective due date up to the date of actual receipt at a rate of 0.5% p.a. and the applicable interest rate, at the option of the Trust.
All outstanding amounts under the loan and all other obligations and liabilities of the borrower under the loan agreement constitute subordinated obligations and will be subordinated to its Senior Obligations in right of payment and upon liquidation. During the year, H 15,340 million of loan was repaid by EDIPL.
10.1 Terms, rights and restrictions attached to units
The Trust has only one class of units. Each unit represents an undivided beneficial interest in the Trust . Each holder of unit is entitled to one vote per unit. The Unitholders have the right to receive at least 90% of the Net Distributable Cash Flows of the Trust at least once in each financial year in accordance with the SEBI InvIT Regulations. The Investment Manager approves distributions. The distribution will be in proportion to the number of units held by the unitholders. The Trust declares and pays distributions in Indian rupees. The distributions can be in the form of return of capital, return on capital and miscellaneous income.
A Unitholder has no equitable or proprietary interest in the Trust Assets and is not entitled to transfer Trust Assets (or any part thereof). A Unitholder's right is limited to the right to require due administration of Trust in accordance with the provision of the Trust Deed and the Investment Management Agreement.
The unitholder(s) shall not have any personal liability or obligation with respect to the Trust.
Unsecured Redeemable Non-Convertible Debentures consist of:
(i) 8.40% payable quarterly, 32,000 redeemable, listed and rated non-convertible debentures of a nominal value of H 100,000 each
aggregating H 3,200 million redeemable at single instalment at par on December 18, 2026. Further, there is a put/call option exercisable by either party by giving a 60 day prior notice wherein debentures may be redeemed at par on June 19, 2026.
Secured Redeemable Non-Convertible Debentures consist of:
(i) 8.00% payable quarterly, 185,000 redeemable, listed and rated non-convertible debentures of a nominal value of H 100,000 each aggregating H 18,500 million redeemable at single instalment at par on August 30, 2034.
(ii) 9.99% payable quarterly, 624,000 redeemable, listed and rated non-convertible debentures of a nominal value of H 100,000 each aggregating H 62,400 million. The redemption will be in three instalments as 27.8% of the Debentures on September 9, 2027, 50.6% of the Debentures on September 9, 2028, 21.5% of the Debentures on September 9, 2029.
(iii) 9.99% payable quarterly, 166,000 redeemable, listed and rated non-convertible debentures of a nominal value of H 100,000 each aggregating H 16,600 million. The redemption will be in three instalments as 27.8% of the Debentures on September 9, 2027, 50.6% of the Debentures on September 9, 2028, 21.5% of the Debentures on September 10, 2029.
(iv) The security cover on the above NCDs exceeds 100% of the principal and interest accrued amount on the said NCDs. The NCDs are secured by first ranking charge (on a pari-passu basis with common secured parties):
a. by way of hypothecation, over inter alia the receivables received or receivable by the Trust from EDIPL, receivables received by the Trust from Summit, all amounts due and payable by EDIPL to the Trust in relation to any inter-corporate loan and identified bank accounts.
b. by way of hypothecation, over all present and future movable assets of EDIPL; and
c. pledge over 100% equity shares issued by EDIPL.
Additionally, the NCDs are solely secured by first ranking exclusive fixed charge way of hypothecation over Interest Service Reserve Account (ISRA) deposits and ISRA accounts.
Secured Term Loans consists of:
(i) Secured Term Loan consists of H 9,429 Mn outstanding loans which are at Repo Rate + 2.15% spread to be repaid in 60 quarterly instalments as per repayment schedule starting from December 31, 2024 and ending on September 30, 2039
(ii) Secured Term Loan consists of H 26,003 Mn outstanding loans which are at 3M MCLR to be repaid in 60 quarterly instalments as per repayment schedule starting from December 31, 2024 and ending on September 30, 2039
(iii) The term loans are secured by first ranking charge (on a pari-passu basis with common secured parties):
a. by way of hypothecation, over inter alia the receivables received or receivable by the Trust from EDIPL, receivables received by the Trust from Summit, all amounts due and payable by EDIPL to the Trust in relation to any inter-corporate loan and identified bank accounts.
b. by way of hypothecation, over all present and future movable assets of EDIPL; and
c. pledge over 100% equity shares issued by EDIPL.
Additionally, the term loans are solely secured by first ranking exclusive fixed charge way of hypothecation over Debt Service Reserve Account (DSRA) deposits and DSRA accounts.
On August 31, 2020, the Trust acquired balance 49% of the equity shares of SDIL from Reliance Industries Limited (“RIL”) by entering into a Shareholder and Option Agreement (entered as part of the aforesaid acquisition by Trust). As per the Shareholder and Option Agreement , RIL shall be entitled (but not obligated) to require the Trust to sell to RIL (or RIL nominee, if applicable), the shares of SDIL at lower of H 2,150 million or fair market value of shares. This call option liability was recognised on the date of acquisition by Trust amounting to H 2,020 million with a corresponding debit to Retained earnings. The valuation of the option is carried out by independent party as at balance sheet date.
(i) During the previous year, the Trust had raised money through issue of listed Commercial Papers carrying face value of H 9,500 million with an issue price aggregating H 8,800 million at 7.95% which was repaid on September 05, 2024.
(ii) During the year, the Trust has raised money through issue of listed Commercial Papers carrying face value of H 8,850 million with an issue price aggregating H 8,800 million at 8.00% which was repaid on September 23, 2024.
25 CONTINGENT LIABILITIES AND COMMITMENTS
The Trust does not have any contingent liabilities as on March 31, 2025 and March 31, 2024.
26 FINANCIAL INSTRUMENTS:
FAIR VALUE MEASUREMENT HIERARCHY:
The financial instruments are categorized into three levels based on inputs used to arrive at fair value measurements as described below: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Valuation methodology:
All financial instruments are initially recognized and subsequently re-measured at fair value as described below:
a) The Trust considers that the carrying amount recognised in the financial statements for financial assets and financial liabilities measured at amortised cost approximates their fair value.
b) The fair value of call option written to sell the shares of subsidiary is measured using Black Scholes model. Key inputs used in the measurement are:
(i) Stock Price: It is estimated based on the stock price as of the date of the transaction August 31, 2020 of H 2,150 million, as increased for the interim period between August 31, 2020 and March 31, 2025 by the Cost of Equity as this would be expected return on the investment for the acquirer.
(ii) Exercise Price: H 2,150 million
(iii) Option Maturity: 30 years from August 31, 2020 i.e., August 31, 2050.
(iv) Risk free rate as on date of valuation : 6.9% (March 31, 2024 : 7.1%) and cost of equity : 15.3% (March 31, 2024 : 15.3%)
(v) The fair value on the date of acquisition of H 2,020 million was recognised as a liability with a corresponding debit to equity as this is part of the acquisition transaction described in Corporate Information.
27 Capital management
The Trust adheres to a disciplined capital management framework which is underpinned by the following guiding principles:
i) Ensure financial flexibility and diversify sources of financing and their maturities to minimize liquidity risk while meeting investment requirements.
ii) Leverage optimally in order to maximize unit holder return while maintaining strength and flexibility of the Balance Sheet.
The Trust monitors capital using a gearing ratio, which is net debt divided by total capital. The Trust's policy is to keep the gearing ratio optimum after taking into account SEBI InvsIT Regulations. To maintain or adjust the capital structure, the Trust may adjust the distribution to unitholders (subject to the provisions of InvIT regulations which require distribution of at least 90% of the net distributable cash flows of the Trust to unit holders), return capital to unitholders or issue new units. The Trust includes within net debt, interest bearing loans and borrowings less cash and cash equivalents.
(i) Debt is defined as long - term and short - term borrowings as described in note 12 and 14.
Risk Management
The Trust's prinicipal financial liabilities comprise of borrowings and other financial liabilities. The main purpose of these financial liabilities is to meet any liabilities, for undertaking any investments/ acquisitions or meet any obligations of the Trust. The Trust's principal financial assets include investments, loans, cash and bank balances and other financial assets that derive directly from its operations.
The Trust may be exposed to foreign currency risk, credit risk and liquidity risk.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign currency rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than Indian Rupee.
Liquidity Risk
Liquidity risk arises from the Trust's inability to meet its cash flow commitments on the due date. Trust's objective is to, at all times, maintain optimum levels of liquidity to meet its cash and collateral requirements. Treasury monitors rolling forecasts of the Trust's cash flow position and ensures that the Trust is able to meet its financial obligation at all times including contingencies.
The Trust closely monitors its liquidity position and deploys a disciplined cash management system. Trust’s liquidity is managed centrally with operating units forecasting their cash and liquidity requirements.
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to financial loss. The Trust is exposed to credit risk from its investing activities including loans to subsidiaries and deposits with banks. As at March 31, 2025 and March 31, 2024, the credit risk is considered low since substantial transactions of the Trust are with its subsidiaries.
28 Segment Reporting
The Trust activities comprise of owning and investing in Infrastructure SPVs to generate cashflow for distribution to the beneficiaries. Based on guiding principles given in Ind AS 108 "Operating Segment" this activity falls within a single operating segment and accordingly the disclosures of Ind AS 108 have not separately been provided. The Trust has invested in the subsidiaries which has all the business operations in India. Hence, there is only one geographic segment.
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