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IRB InvIT Fund.

BSE: 540526 Sector: Infrastructure
NSE: IRBINVIT ISIN Code: INE183W23014
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VOLUME 19312
52-Week high 60.44
52-Week low 40.10
P/E 7.48
Mkt Cap.(Rs cr) 3,305
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OPEN 56.98
CLOSE 56.78
VOLUME 19312
52-Week high 60.44
52-Week low 40.10
P/E 7.48
Mkt Cap.(Rs cr) 3,305
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IRB InvIT Fund. (IRBINVIT) - Director Report

Company director report

for the year ended March 31 2021

Activities of the Trust

IRB InvIT Fund (the Trust) has been settled by IRB Infrastructure Developers Limited(the "Sponsor") pursuant to the Indenture of Trust in Mumbai India as anirrevocable trust in accordance with the Trusts Act. The Trust has been registered withSEBI as an Infrastructure Investment Trust under Securities and Exchange Board of India(Infrastructure Investment Trusts) Regulations 2014 (the InvIT Regulations) (RegistrationNumber: IN/InvIT/15-16/0001). The object and purpose of the Trust is to carry on theactivity of an infrastructure investment trust under the InvIT Regulations to raiseresources in accordance with the InvIT Regulations and to make investments in accordancewith its investment strategy.

The Trust owns operates and maintains a portfolio of seven toll-road assets in theIndian states of Maharashtra Gujarat Rajasthan Karnataka Tamil Nadu and Punjab. Thesetoll roads are operated and maintained pursuant to concessions granted by the NHAI. TheTrust is listed on both the Stock exchanges i.e. National Stock Exchange of India Limitedand BSE Limited since May 18 2017.

Financial Statements

The Summary of financial information on Consolidated & Standalone FinancialStatement of the Trust as on March 31 2021 is as follows:

(Amt in Lakhs)

Consolidated Standalone
Particulars Year ended March 31 2021 Year ended March 31 2020 Year ended March 31 2021 Year ended March 31 2020
Total Income 116088.81 127009.19 57901.75 60054.45
Total Expenditure 98006.50 109726.51 12447.90 13945.35
Profit before Tax 18082.31 17282.68 45453.85 46105.10
Less: Provision for Tax
Current Tax (1.85) 12.74 - -
Profit after Tax 18084.16 17269.94 45453.85 46105.10
Add: Profit at the Beginning of the Year (80227.27) (49911.00) (1787.04) (291.14)
Profit Available for Appropriation (62143.11) (32641.06) 43666.81 45813.96
Appropriations:
Unit Issue Expenses - - - -
Interest Distribution (33669.00) (47601.00) (33669.00) (47601.00)
Other Comprehensive Income/(Loss) for the Period (38.68) 14.79 - -
Balance Carried Forward to Balance Sheet (95850.79) (80227.27) 9997.81 (1787.04)

Management Discussion and Analysis

The Management Discussion and Analysis Report form a part of the Annual Report andinclude various matters specified under the InvIT Regulations.

Assets of the Trust

Project wise brief details of all the assets of the Trust are as follows:

Particulars IDAA Infrastructure Limited (IDAA) IRB Surat Dahisar Tollway Limited (IRBSD) IRB Talegaon Amravati Tollway Limited (IRBTA) IRB Jaipur Deoli Tollway Limited (IRBJD) IRB Tumkur Chitradurga Tollway Limited (IRBTC) M.V.R. Infrastructure And Tollways Limited (MVR) IRB Pathankot Amritsar Toll Road Limited (IRBPA)
Concession period (in years) 15 12 22 25 26 20 20
Concession start date January 2 2007 February 20 2009 September 3 2010 June 14 2010 June 4 2011 August 14 2006 December 30 2010
Concession end date without reduction/ extension January 1 2022 February 19 2021 September 2 2032 June 13 2035 June 3 2037 August 13 2026 December 30 2030
Concession end date with reduction/ extension April 25 2022 May 25 2022 May 20 2037 October 4 2040 September 25 2037 December 20 2026 October 21 2035
Particulars IDAA Infrastructure Limited (IDAA) IRB Surat Dahisar Tollway Limited (IRBSD) IRB Talegaon Amravati Tollway Limited (IRBTA) IRB Jaipur Deoli Tollway Limited (IRBJD) IRB Tumkur Chitradurga Tollway Limited (IRBTC) M.V.R. Infrastructure And Tollways Limited (MVR) IRB Pathankot Amritsar Toll Road Limited (IRBPA)
Tolling start date September 25 2009 February 20 2009 April 24 2013 September 27 2013 June 4 2011 August 14 2006 November 27 2014
Total project cost (Rs in Million) 14054.90 25285.74 8925.95 17746.96 11420.00 3075.99 14453.10
No. of Toll plazas 1 4 1 2 2 1 2
Km Length 65.00 239.00 66.73 148.77 114.00 68.63 102.42
Lane Km 390.00 1434.00 267.00 595.00 684.00 275.00 410.00
State Gujarat Gujarat Maharashtra Rajasthan Karnataka Tamil Nadu Punjab
National Highway NH 8 NH 8 NH 6 NH 12 NH 4 NH 7 NH 15

The Trust has not invested in under-construction projects.

During the period the Trust has neither acquired any new assets nor divested any ofits existing Assets.

Project-wise Revenue from the Underlying Projects

Details of Project wise Gross Toll collection from the underlying assets are asfollows:

(Amt in Lakhs)

Particulars Q1* Q2 Q3 Q4 For the Year ended 31st March 2021 For the Year ended 31st March 2020 For the Year ended 31st March 2019 For the Year ended 31st March 2018 ***
IDAA 3263.7 5854.6 7207.6 7377.8 23703.7 24705.6 22818.7 19502.8
IRBSD 8711.1 16129.3 20696.4 21154.5 66691.3 72141.2 67716.9 57344.2
IRBTA 1079.4 1772.1 2207.3 2138.9 7197.7 7204.8 6836.4 5489.8
IRBJD 1710.6 2539.2 2976.5 2968.1 10194.4 10086.9 9756.3 10530.5
IRBTC 3468.3 5839.0 6978.8 7045.2 23331.3 23995.9 24750.8 20582.6
MVR 1401.8 2276.3 2857.2 3062.5 9597.8 10125.3 9600.7 7641.2
IRBPA** 1646.0 2769.7 135.7 - 4551.4 12315.3 12185.7 6060.7
Total 21280.9 37180.2 43059.5 43747.0 145267.6 160575.0 153665.5 127151.8

*Toll Collection for the quarter is for 72 days as tolling was suspended up to19.04.2020 as per NHAI Circular due to Covid-19 pandemic across the Country.

**Toll collection stopped due to farmer's protests in the state of Punjab in the monthof October 2020 and company has filed interim claims as per the provisions of ConcessionAgreement.

***Toll collection numbers are not comparable as Pathankot Amritsar BOT Project wasacquired on September 28 2017 and Balance BOT Assets were transferred from May 9 2017.

Summary of the Valuation

The Investment Manager has submitted full valuation report for the financial year endedMarch 31 2021 as received from the Valuer with the Stock Exchanges within stipulated timeperiod. The summary of full valuation report is enclosed as "Annexure A".

The Toll Revenue and O&M Cost Projection Report issued by M/s. GMD ConsultantsTechnical Consultant for each Project SPV was submitted to the Stock Exchanges withinstipulated time period.

Valuation of Assets and NAV

Statement of Net Assets at Fair Value as at March 31 2021

Particulars Amt in Lakhs
A. Assets 1427483.33
B. Liabilities 819384.76
C. Net Assets 608098.57
Outstanding units 5805
NAV at Fair Value (Per Unit) 104.75

Borrowings

Details of Borrowings or repayment of borrowings on standalone and consolidated are asfollows:

(Amt in Lakhs)
Particulars Opening Balance (April 1 2020 Loan availed / moratorium during the period Loan repaid during the period Closing Balance (March 31 2021)
Secured loan 147820.46 4119.45 4309.46 147630.45

Credit Rating

CARE Ratings Limited has reaffirmed "CARE AAA" to the Trust's long term bankfacilities of Rs 1478.20 Crores with a stable outlook.

India Ratings and Research (Ind-Ra) has affirmed the Trust's long term senior debtrating at "IND AAA" with stable outlook.

Investment Manager

IRB Infrastructure Private Limited is the Investment Manager (IM) of the Trust and hasbeen designated as such pursuant to the Investment Management Agreement dated March 32016. The Investment Manager is responsible for making investment decisions with respectto the underlying assets or projects of the Trust (Project SPVs) including any furtherinvestment or divestment of its assets in accordance with Securities and Exchange Boardof India (Infrastructure Investment Trusts) Regulations 2014 as amended (the InvITRegulations) and the Investment Management Agreement.

Brief Profiles of the Investment Manager's Directors

a) Mr. Rajinder Pal Singh (DIN : 02943155)

Mr. Rajinder Pal Singh aged 69 years is an Independent Director and Chairman of theBoard of Investment Manager. He holds a master's degree in mathematics from AdvancedCentre for Pure Mathematics Punjab University Chandigarh. He taught pure mathematics& statistics to graduate classes before he joined the Indian Administrative Service.

He has wide experience in regulatory areas of finance industry urban development andinfrastructure. He worked both as Commissioner of Hyderabad Municipal Corporation &Vice Chairman of Hyderabad Urban Development Authority. He was also the Managing Directorof Andhra Pradesh Industrial Development Corporation and Commissioner of Taxation inAndhra Pradesh. He was posted to Punjab & Sind Bank as its Chairman in March 2005 toSeptember 2009.

He retired as Secretary to Government of India in the Department of Industrial Policy& Promotions and post retirement was appointed by the Government of India as Chairmanof National Highways Authority of India (NHAI). At present he is a Director of MarutiSuzuki India Limited Nirlon Limited and Macrotech Developers Limited.

b) Mr. Vinod Kumar Menon (DIN : 03075345)

Mr. Vinod Kumar Menon aged 55 years is a Whole Time Director & Chief ExecutiveOfficer of the Investment Manager. He holds a Bachelor of Technology degree in CivilEngineering. He has experience in the field of infrastructure development and management.Previously he was the president (Business Development) of the Sponsor. He currentlyserves as the vice-president of the National Highway Builder Federation – a nonprofitorganization.

c) Mr. Sunil Tandon (DIN : 00874257) (appointed w.e.f. June 5 2020)

Mr. Sunil Tandon aged 63 years is an Independent Director of the Investment Manager.He is a former IAS officer with a master's degree in Business Administration(specialisation in Financial Management & Strategy) from the Strathclyde BusinessSchool UK. He has over 41 years in the private sector and in the government; experiencespans the entire spectrum from implementation of policy to policy formulation andconceiving and grounding of large infrastructure projects. He held positions of CEO and MDof various large corporates such as SKIL Group Pipavav Port Pipavav Rail GMRInfrastructure Capital Partners 50 HZ India Private Limited etc. He held seniorpositions in state and central governments and specialises in setting up ("concept tocompletion") large infrastructure projects (Ports Defence Shipyards AirportsRailways Expressways Special Economic Zones) project management and finance jointventures mergers and acquisitions public administration public private partnership andadvising corporates and state governments on risk mitigation strategies for largeprojects. He has worked with and advised State Governments of Madhya PradeshChhattisgarh Tamil Nadu Andhra Pradesh Gujarat Rajasthan and Orissa on largeinfrastructure projects and Public Private Partnerships. He also served as Nodal officerin the Ministry of Finance Government of India for various projects financed by variousforeign government agencies and organizations and worked with various foreign governments.He was former Chairman of several Infrastructure Committees of Trade bodies such as CIIAssocham and FICCI. He served as Secretary to the Union Minister of State for Finance andDeputy Secretary/Director in the Ministry of Finance.

d) Mr. B. L. Gupta (DIN : 07175777) (upto May 24 2020)

Mr. B. L. Gupta aged 66 years is an Independent Director of the Investment Manager.He holds a Bachelor's degree in commerce and a Master of Business Administration degree.He is a certificated associate of the Indian Institute of Bankers. He has experience inbanking corporate and project finance. Previously he was the chief general manager ofIndia Infrastructure Finance Company Limited. He has completed second term as anIndependent Director accordingly ceased to be the Director of the Company w.e.f. May 242020.

e) Mr. Sumit Banerjee (DIN : 00213826) (upto July 31 2020)

Mr. Sumit Banerjee aged 64 years is an Independent Director of the InvestmentManager. He holds a Bachelor of Technology degree in Mechanical Engineering and hascompleted a Management Education Programme. He is a fellow and a Chartered Engineer(India) of the Institution of Engineers. He has experience in the field of management.Previously he served as the managing director of ACC Limited. He has completed secondterm as an Independent Director accordingly ceased to be Director of the Company w.e.f.July 31 2020.

Board Meetings

For the period ended March 31 2021 the Board of Directors of Investment Manager ofthe Trust met 6 times on June 5 2020 August 20 2020 September 22 2020 October 302020 January 16 2021 and March 26 2021.

Further circular resolutions were passed by the Board of Directors on August 21 2020and August 26 2020.

Details regarding the attendance of the Directors at the Board Meetings held during theperiod ended March 31 2021 are provided in the following table:

Director No. of Board Meetings Attended

Mr. Rajinder Pal Singh 6 Mr. Vinodkumar Menon 6 Mr. Sumit Banerjee* 1 Mr. SunilTandon** 5 Mr. Bajrang Lal Gupta*** -

*Ceased w.e.f. July 31 2020 due to completion of 2nd term as an IndependentDirector

**Appointed w.e.f. June 5 2020 as an Independent Director

*** Ceased w.e.f. May 24 2020 due to completion of 2nd term as anIndependent Director

Brief Profiles of the Investment Manager's Key Personnel a) Mr. Vinod Kumar Menon

For details in relation to Mr. Vinod Kumar Menon see "Brief Profiles of theInvestment Manager's Directors".

b) Rushabh Gandhi (appointed w.e.f. March 26 2021)

Mr. Rushabh Rakesh Gandhi aged 31 years is a qualified Chartered Accountant (ICAI)and also holds a degree in Law. Previously he served as the CFO of the Sponsor. He hasbeen associated with IRB Group for more than 9 years. He has experience in AccountsAudit Finance Taxation and business reorganisation. He has also been activelyparticipating in the fund raising activities of IRB Group in last 6 years.

c) Mr. Tushar Kawedia (upto March 26 2021)

Mr. Tushar Kawedia aged 42 years holds a Bachelor's Degree in Commerce and is aqualified Chartered Accountant (ICAI). Previously he also served as the Deputy CFO of IRBInfrastructure Developers Limited. Prior to joining IRB Group he was the Deputy GeneralManager (Accounts and Finance) at Reliance Infrastructure Limited. He has more than 15years of experience in the fields of Accounts Audit Finance Taxation and businessreorganisation.

d) Ms. Swapna Vengurlekar

Ms. Swapna Vengurlekar aged 30 years has been designated as the Company Secretary andCompliance Officer by the Investment Manager with respect to the Trust. She joined theSponsor Group in May 2015. She has done B.Com and LL.B. from Mumbai University. She is anassociate member of the Institute of Company Secretaries of India. She has more than eightyears of experience in the field of Corporate Affairs and Compliances of Company Law andSecurities Law. Prior joining to Sponsor Group she was associated with M/s. Makarand M.Joshi & Co. Practising Company Secretary and SKP Crossborder Consulting PrivateLimited.

Details of the Holding by the Investment Manager and its Directors in the Trust

As on March 31 2021 as per the disclosures received from the Directors of InvestmentManager following Investment Manager's Director(s) holds Units of the Trust:

Director No. of Units held

Mr. Vinod Kumar Menon 30000

Summary of the Standalone Financial Statements of the Investment Manager

The Investment Manager has no subsidiaries. For a summary of the financial statementsof the Investment Manager as derived from the standalone financial statements of theInvestment Manager prepared in accordance with Ind AS and the Companies Act 2013 as ofand for the financial year ended March 31 2021 please refer website of InvestmentManager i.e. www.irbfl.co.in.

Mr. B. L. Gupta Independent Director of the Company has completed second term as anIndependent Director of the Investment Manager accordingly ceased to be Director of theCompany w.e.f. May 24 2020.

Mr. Sunil Tandon was appointed as an Independent Director of the Investment Managerwith effect from June 5 2020 for a term of 3 years.

Mr. Sumit Banerjee Independent Director of the Company has completed his second termas an Independent Director of the Investment Manager and accordingly ceased to be Directorof the Company w.e.f. July 31 2020.

Mr. Tushar Kawedia ceased to be the Chief Financial Officer of the Investment Managerand Mr. Rushabh Gandhi has been appointed as the Chief Financial Officer of the InvestmentManager with effect from March 26 2021.

Codes / Policies

In order to adhere the good governance practices in IRB InvIT Fund the InvestmentManager has adopted the following policies in relation to IRB InvIT Fund.

Code of Conduct

The Investment Manager has adopted a Code of Conduct in relation to the Trust andparties to the Trust.

Distribution Policy

The Investment Manager has adopted the Distribution Policy as disclosed in Final OfferDocument to ensure proper accurate and timely distribution for IRB InvIT Fund. TheDistributable Income of IRB InvIT Fund is calculated in accordance with the DistributionPolicy InvIT Regulations and any circular notification or guidance issued thereunder.

Code of Internal Procedures and Conduct for Regulating Monitoring and Reporting ofTrading by Designated Persons of IRB InvIT Fund (the "UPSI Policy")

The Investment Manager has adopted the UPSI Policy (as a part of PIT) to ensure thatIRB InvIT Fund complies with applicable law including the SEBI InvIT Regulations or suchother laws regulations rules or guidelines prohibiting insider trading and governingdisclosure of material unpublished price sensitive information.

Policy in relation to Related Party Transactions

To ensure proper approval supervision and reporting of the transactions between IRBInvIT Fund and its Related Parties the Board of Directors of the Investment Manager hasadopted the Policy in relation to Related Party Transactions as disclosed in Final OfferDocument to regulate the transactions between IRB InvIT Fund and its Related Parties.

Representatives on the Board of Directors of each Project SPVs

The Investment Manager in consultation with the Trustee has appointed the majority ofthe board of directors of Project

SPVs. Further the Investment Manager ensures that in every meeting including annualgeneral meeting of Project SPVs the voting of the Trust is exercised.

Committees

In compliance with requirement of the Companies Act 2013 and Rules made thereunderInvestment Manager's Board of Directors constituted the following Committees as on March31 2021: i) Audit Committee; ii) Nomination and Remuneration Committee and iii) CorporateSocial Responsibility Committee

The Chairman of the Board in consultation with the Company Secretary and therespective Chairman of these Committees determines the frequency of the meetings of theseCommittees. The recommendations of the Committees are submitted to the Board for approval.

i) Audit Committee

The Audit Committee comprises of board of directors of the Investment Manager. Thechairperson of the Audit Committee is an independent director. All members and Chairman ofthe Audit Committee are financially literate and have accounting and related financialmanagement expertise.

The Composition of Audit Committee as on March 31 2021 consists of thefollowing member's viz.:

1. Mr. Sunil Tandon Chairman

2. Mr. Vinod Kumar Menon Member

The Company Secretary acts as the Secretary of the Audit Committee.

The composition role terms of reference as well as powers of the Audit Committee arein accordance with the Section 177 of the Companies Act 2013 and InvIT Regulations asapplicable.

The brief terms of reference of the Audit Committee inter alia includes overseeing ofthe Company's financial reporting process reviewing the financial statements with theManagement recommending appointment/ reappointment of auditors fixation of audit feesreviewing the adequacy of internal audit function holding periodic discussions withauditors about their scope and adequacy of internal control systems discussing on anysignificant findings made by Internal Auditor's and following it up with action. The AuditCommittee also reviews the financials of IRB InvIT Fund and matters related thereto.

The Audit Committee met 5 times for the period ended March 31 2021 viz. June 5 2020August 20 2020 September 8 2020 October 30 2020 and January 16 2021.

The following table presents the details of attendance at the Audit Committee meetingsheld during the period ended March 31 2021:

Sr. Name of the Member No. of meetings attended
1. Mr. Sunil Tandon# 4
2. Mr. Vinod kumar Menon 5
3. Mr. Sumit Banerjee* 1

#Appointed w.e.f. June 5 2020 as an Independent Director *Ceased w.e.f. July 31 2020due to completion of 2nd term as Independent Director

ii) Nomination & Remuneration Committee

The Nomination and Remuneration Committee comprises of Board of Directors of theInvestment Manager.

The Composition of Nomination & Remuneration Committee as on March 31 2021consists of the following member's viz.:

1. Mr. Sunil Tandon Chairman

2. Mr. R. P. Singh Member

3. Mr. Vinod Kumar Menon Member

The Company Secretary acts as the Secretary of the Nomination and RemunerationCommittee.

The brief terms of reference of the Nomination and Remuneration Committee are todetermine persons who are qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director's performanceformulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees.

The Nomination and Remuneration Committee met 2 times for the period ended March 312021 viz. on June 5 2020 and March 26 2021.

The following table presents the details of attendance at the Nomination andRemuneration Committee meetings for the period ended March 31 2021:

Sr. Name of the Member No. of meetings attended
1. Mr. Sumit Banerjee* 1
2. Mr. Rajinder Pal Singh 2
3. Mr. Vinod kumar Menon 2
4. Mr. Sunil Tandon# 1

#Appointed w.e.f. June 5 2020 as an Independent Director *Ceased w.e.f. July 31 2020due to completion of 2nd term as Independent Director

Remuneration Policy

The Nomination and Remuneration Committee has laid down the criteria for determiningqualifications positive attributes and independence of a person proposed to be appointedas a Director and recommend to the Board a policy relating to the remuneration for theDirectors Key Managerial Personnel and other employees.

The Policy ensures –

(a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully; (b)relationship of remuneration to performance is clear and meets appropriate performancebenchmarks; and (c) remuneration to Directors Key Managerial Personnel and SeniorManagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goals.

iii) Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility Committee comprises of board of directors of theInvestment Manager.

The Composition of Corporate Social Responsibility Committee as on March 31 2021consists of the following members viz.:

1. Mr. Sunil Tandon Chairman

2. Mr. Vinod Kumar Menon Member

The Corporate Social Responsibility Committee met on January 16 2021 during the periodended March 31 2021.

The following table presents the details of attendance at the Corporate SocialResponsibility Committee meetings for the period ended March 31 2021:

Sr. Name of the Member No. of meetings attended
1. Mr. Sunil Tandon# 1
2. Mr. Vinod kumar Menon 1

#Appointed w.e.f. June 5 2020 as an Independent Director

The terms of reference of CSR Committee inter-alia includes:

1. formulate and recommend to the Board a CSR Policy that shall indicate theactivities to be undertaken by the company in the areas or subject specified in ScheduleVII of the Companies Act 2013 and rules made thereunder; 2. recommend of the amount ofexpenditure to be incurred on the activities referred to in clause (1) above; and 3.monitor the CSR Policy of the company from time to time.

Functions Duties and Responsibilities of the Investment Manager

The functions duties and responsibilities of the Investment Manager are in accordancewith the Investment Management Agreement and the InvIT Regulations. The Board of theInvestment Manager comprises of majority of the Independent Directors having extensiveexperience in Infrastructure Sector and Project financing. The business operations of theInvestment Manager are managed by a team of professionals with experience in the roadinfrastructure sector.

Sponsor and the Project Manager

IRB Infrastructure Developers Limited is the Sponsor of the Trust. The Sponsor isIndia's largest integrated private toll roads and highways infrastructure developer inIndia with an asset base of over Rs54000 Crs. in 10 States across the parent company andtwo InvITs. The Sponsor has been listed on the Indian Stock Exchanges since 2008. As ofMarch 31 2021; the Sponsor's portfolio comprises of 23 projects including 19 Build-Operate-Transfer (BOT) 1 Toll- Operate-Transfer (TOT) and 3 Hybrid Annuity Model (HAM)projects. The BOT segment includes 9 projects under Private InvIT with Operation andMaintenance (O&M) contracts 3 projects under Tolling a recently awarded projectawaiting Financial Closure and 7 projects under O & M contracts as a Project Manager/Sponsor of IRB InvIT thus aggregating to 12975 lane km along with 20% share in India'sprestigious GQ project. It is the largest by any private highways infrastructuredevelopers in India.

For more details about the Sponsor please refer to www.irb.co.in

Functions Duties and Responsibilities of the Project Manager

The Project Manager has agreed to provide professional services to carry out operationsand management of the Project SPVs including making arrangements for the appropriatemaintenance either directly or through the appointment of appropriate agents inaccordance with the terms and conditions of the relevant concession agreement projectimplementation agreement and the InvIT Regulations.

Trustee

The Sponsor has settled the Trust pursuant to the Indenture of Trust dated October 162015 as amended on February 17 2017 and appointed IDBI Trusteeship Services Limited(the "Trustee") in accordance with the provisions of the InvIT Regulations.

The Trustee is registered with SEBI as a debenture trustee under the Debenture TrusteesRegulations having SEBI registration number IND000000460. The Trustee's SEBI registrationcertificate is valid unless it is suspended or cancelled by the SEBI.

Background of the Trustee

The Trustee is a trusteeship company registered with SEBI as a debenture trustee andis jointly promoted by IDBI Bank Limited Life Insurance Corporation and General InsuranceCorporation for providing corporate and other trusteeship services.

The Trustee is permitted to engage in the following activities: i) Debenture / bondtrustee; ii) Security trustee/ facility agent; iii) Securitization trustee; iv) Sharepledge trustee / share monitoring agent; v) Escrow agent; vi) Venture Capital Fund (VCF)trustees/ Alternative Investment Fund (AIF) Trustees; vii) Safe keeping / lockersservices; viii) Management of private trusts / execution of wills; and ix) Specialcorporate services (e.g. provision of nominee directors)

The Trustee has experience in providing trusteeship services to a range of corporatesand institutions.

The Trustee is not an Associate of the Sponsor or the Investment Manager. FurtherTrustee (i) is not debarred from accessing the securities market by the SEBI; (ii) is nota promoter director or person in control of any other company or a sponsor investmentmanager or trustee of any other infrastructure investment trust which is debarred fromaccessing the capital market under any order or directions made by the SEBI; or (iii) isnot in the list of the willful defaulters published by the RBI.

To the best of the knowledge of the Trustee none of the promoters or directors of theTrustee (i) is debarred from accessing the securities market by SEBI; (ii) is a promoterdirector or person in control of any other company or a sponsor investment manager ortrustee of an infrastructure investment trust which is debarred from accessing the capitalmarket under any order or direction made by SEBI; or (iii) is in the list of willfuldefaulters published by the RBI.

The Board of Directors of the Trustee as on March 31 2021 is as follows:

Sr. Name Designation DIN
1. Mr. J. Samuel Joseph Chairman 02262530
2. Mr. Ravishankar G. Shinde Director 03106953
3. Ms. Madhuri J. Kulkarni Director 07787126
4. Mr. Satyajit Tripathy Director 08681994
5. Ms. Padma Betai Managing Director and CEO 00937921

Valuer

As per confirmation received from the Valuer the detail of the Valuer is as follows:Mr. S. Sundararaman Registered Valuer IBBI Registration Number - IBBI/RV/06/2018/10238 5B"A" Block 5th Floor Mena Kampala Arcade New #18 & 20Thiagaraya Road T. Nagar Chennai – 600 017

General Disclosures

1) Except as stated otherwise in this report and in any other public disclosuresduring the period under review there are no changes in the clauses of trust deedinvestment management agreement or any other agreement pertaining to activities of theTrust.

2) During the period there are no material regulatory changes that had impacted or mayimpact cash flows of the underlying projects.

3) During the period there is no change in material contracts or any new risk inperformance of any contract pertaining to the Trust.

4) Except otherwise specified during the period under review there were no legalproceedings which may have significant bearing on the activities or revenues or cash flowsof the IRB InvIT Fund.

5) Except otherwise specified during the period under review there were no materialchanges events or material and price sensitive information to be disclosed for IRB InvITFund.

6) Information of the contact person of the Trust

Ms. Swapna Vengurlekar
Compliance Officer
Address: IRB Complex Chandivali Farm
Chandivali Village
Andheri (East) Mumbai – 400 072
Tel: +91 22 6640 4299
Fax: +91 22 6640 4274
E-mail: swapna.vengurlekar@irbfl.co.in

Unit Price Performance of the Trust

Particulars BSE (Rs ) NSE (Rs)
Unit price quoted on the exchange at the beginning (Closing price of April 1 2020) 26.35 26.30
Unit price quoted on the exchange at the end (Closing price of March 31 2021) 53.40 53.55
Highest unit price (March 12 2021) 60.00 -
Highest unit price (March 15 2021) - 60.01
Lowest unit price (April 1 2020) 25.50 25.50

Yield Details:

Particulars FY21 FY20 FY19 FY18
Yield (%) based on average market price as on April 1 and March 31 21% 22% 16% 11%

Monthly highest and lowest unit price

Month BSE NSE
High (Rs ) Low (Rs ) High (Rs ) Low (Rs)
April 2020 36.30 25.50 36.24 25.50
May 2020 35.81 31.25 35.71 31.60
June 2020 39.19 32.50 39.20 32.50
July 2020 43.15 38.95 43.40 38.50
August 2020 42.20 37.56 41.95 37.60
September 2020 37.90 32.99 37.94 32.36
October 2020 37.74 33.47 37.85 33.60
November 2020 44.94 36.25 45.50 36.05
December 2020 43.90 40.10 44.85 39.99
January 2021 52.10 41.49 52.44 41.34
February 2021 56.08 48.65 55.98 48.22
March 2021 60.00 52.76 60.01 52.61

Average daily volume traded

Month Average daily volume
BSE NSE
April 2020 74861 702500
May 2020 19868 471842
June 2020 145357 448523
July 2020 19565 167391
August 2020 93571 307619
Month Average daily volume
BSE NSE
September 2020 39091 319773
October 2020 32381 346190
November 2020 47625 378875
December 2020 62727 551818
January 2021 104875 654125
February 2021 58375 668250
March 2021 82738 686190

Unitholding Pattern for the Year ended March 31 2021

Cate- Category of Unit Holder gory No. of Unit Held As a % of Total

No. of units mandatorily held

Number of units pledged or otherwise encumbered

Outstanding Units No. of units As a % of total units held No. of units As a % of total units held
(A) Sponsor(s) / Investment Manager / Project Manager(s) and their associates/related parties
(1) Indian
(a) Individuals / HUF 14880000 2.56 0 0.00 0 0.00
(b) Central/State Govt. 0 0.00 0 0.00 0 0.00
(c) Financial Institutions/Banks 0 0.00 0 0.00 0 0.00
(d) Any Other (specify) 0 0.00 0 0.00 0 0.00
BODIES CORPORATES 92705000 15.97 0 0.00 87080000 15.00
Sub- Total (A) (1) 107585000 18.53 0 0.00 87080000 15.00
(2) Foreign
(a) Individuals (Non Resident Indians / Foreign Individuals) 0 0.00 0 0.00 0 0.00
(b) Foreign government 0 0.00 0 0.00 0 0.00
(c) Institutions 0 0.00 0 0.00 0 0.00
(d) Foreign Portfolio Investors 0 0.00 0 0.00 0 0.00
(e) Any Other (specify) 0 0.00 0 0.00 0 0.00
Sub- Total (A) (2) 0 0.00 0 0.00 0 0.00
Total unit holding of Sponsor & Sponsor Group* (A) = (A)(1)+(A)(2) 107585000 18.53 0 0.00 87080000 15.00
(B) Public Holding
(1) Institutions
(a) Mutual Funds 38320000 6.60
(b) Financial Institutions/Banks 2200000 0.38
(c) Central/State Govt. 0 0.00
(d) Venture Capital Funds 0 0.00
(e) Insurance Companies 18910000 3.26
(f) Provident/pension funds 0 0.00
(g) Foreign Portfolio Investors 196212500 33.80
(h) Foreign Venture Capital investors 0 0.00
(i) Any Other (specify) 0 0.00
Sub- Total (B) (1) 255642500 44.04
(2) Non-Institutions
(a) Central Government/State 0 0.00
Governments(s)/President of India
(b) Individuals 145014524 24.98
(c) NBFCs registered with RBI 110000 0.02
(d) Any Other (specify) 72147976 12.43
TRUSTS 3182500 0.55
NON RESIDENT INDIANS 3688334 0.64
CLEARING MEMBERS 930000 0.16
BODIES CORPORATES 64347142 11.08
Sub- Total (B) (2) 217272500 37.43
Total Public Unit holding (B) = (B) (1)+(B)(2) 472915000 81.47
Total Units Outstanding (C) = (A) + (B) 580500000 100.00

* includes Units held by Associates / Related Parties of Investment Manager Sponsor& Project Manager

Distributions

The Investment Manager on behalf of the Trust has made four distribution(s) aggregatingto Rs 8.50 /- per Unit for the period ended March 31 2021 to the Unitholders of the Trust(Rs 6.50/- per Unit in the form of Interest & Rs 2/- per Unit in the form of Return ofCapital). The Distribution was paid to Unitholders within time period stipulated in InvITRegulations.

Investor Complaints

The status of complaints is reported to the Board and the Trustee on a quarterly basis.During period ended March 31 2021 the investor complaints received by the Company weregeneral in nature which were responded in time to the unitholders. Details ofunitholders' complaints on quarterly basis are also submitted to stock exchanges.

Status report on number of Investor's complaints/requests received and replied by theTrust for the financial year 2020-21:

Investor Grievance Table for the Financial Year April 1 2020 To March 31 2021

Sl. Complaints Pending at the beginning of year (01.04.2020) Received during the year Disposed of during the year Pending at the end of the year (31.03.2021)
1 Complaint received through SEBI 0 5 5 0
2 Status of applications lodged for public issue (s). 0 0 0 0
3 Non receipts for electronic credit 0 0 0 0
4 Non receipts of refund order 0 0 0 0
5 Non receipts of distribution 0 428 428 0
6 Non receipts of annual report 0 0 0 0

SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web based complaints redresssystem.

The salient features of this system are centralized database of all complaints onlineupload of Action Taken Reports (ATRs) by the concerned companies and online viewing byinvestors of actions taken on the complaint and its current status.

Your Trust has been registered on SCORES and Investment Manager makes every effort toresolve all investor complaints received through SCORES or otherwise within the statutorytime limit from the receipt of the complaint.

Green Initiative

Investment Manager is concerned about the environment and utilizes natural resources ina sustainable way. InvIT Regulations allows the Trust to send official documents to theirUnitholders electronically.

In terms of the InvIT Regulations Investment Manager propose to send documents likethe Notice convening the general meetings Financial Statements Auditor's Report andother documents to the email address provided by you with the relevant depositories. TheTrust had sent necessary reminders to Unitholders.

We request you to update your email address with your depository participant to ensurethat the Annual Report and other documents reach you on your preferred email.

Issue and Buyback of Units

During the Period the Trust has not issued any additional Units. Further during theperiod the Trust has not bought back any Units.

Material Litigations and Regulatory Actions

Brief details of material litigations and regulatory actions which are pendingagainst the Trust sponsor(s) Investment Manager Project Manager(s) or any of theirassociates and the Trustee if any as at the end of the period are provided as "AnnexureB".

Risk Factors

(In this section "We" "Our" "InvIT" means "theTrust and/ or Project SPVs owned by the Trust") Risks Related to our Organization andthe Structure of the Trust

1. The debt financing provided by the Trust to each of the Project SPVs comprises ofcertain unsecured interest-free and interest-bearing loans as well as loans that issecured by a subordinate charge on (i) the cash flows deposited in the escrow account and(ii) the escrow account of such Project SPV. The payment obligations of the respectiveProject SPVs in relation to such debt financing will be subordinated to all existing andfuture obligations of the Project SPVs towards any secured senior lenders.

2. Any payment by the Project SPVs including in an event of termination of therelevant concession agreement is subject to a mandatory escrow arrangement whichrestricts their flexibility to utilize the available funds.

3. The regulatory framework governing infrastructure investment trusts in India isuntested and the interpretation and enforcement thereof involve uncertainties which mayhave a material adverse effect on the ability of certain categories of investors toinvest in the Units our business financial condition and results of operations and ourability to make distributions to Unitholders.

4. We must maintain certain investment ratios which may present additional risks tous.

5. The Valuation Report and any underlying reports are not opinions on the commercialmerits of the Trust or the Project SPVs nor are they opinions expressed or implied asto the future trading price of the Units or the financial condition of the Trust uponlisting and the valuation contained therein may not be indicative of the true value ofthe Project SPVs' assets.

6. Certain of the Project SPVs have experienced losses in prior years and any losses inthe future could adversely affect our business financial condition and results ofoperations our ability to make distributions to the Unitholders and the trading price ofour Units.

7. We may not be able to make distributions to Unitholders or the level ofdistributions may fall.

Risks Related to Our Business and Industry

8. Our failure to extend applicable concession agreements or our inability to identifyand acquire new road assets that generate comparable or higher revenue profits or cashflows than the Project SPVs may have a material adverse impact on our business financialcondition and results of operations and our ability to make distributions.

9. The Project SPVs' toll-road concessions may be terminated prematurely under certaincircumstances.

10. A decline in traffic volumes would materially and adversely affect our businessprospects financial condition and results of operations and our ability to makedistributions to Unitholders.

11. Certain investigations are pending against the Related Parties of the Sponsor theoutcome of which may materially and adversely affect the Sponsor / our reputationbusiness and financial condition.

12. IRB Tumkur Chitradurga Tollway Limited (ITCTL) and M.V.R. Infrastructure andTollways Limited (MITL) are required to pay annual premiums / negative grants inconsideration for being granted the right to build and operate their respective projects.Failure to make such payments could result in the termination of the relevant concessionagreement by the NHAI.

13. Changes in the policies adopted by governmental entities or in the relationships ofany member of the Trust Group with the Government or State Governments could materiallyand adversely affect our business financial performance and results of operations.

14. Certain provisions of the standard form of concession agreement may benon-negotiable or untested and the concession agreements may contain certain restrictiveterms and conditions which may be subject to varying interpretations.

15. We may be subject to increases in costs including operation and maintenance costswhich we cannot recover by increasing toll fees under the concession agreements.

16. Certain actions of the Project SPVs require the prior approval of the NHAI and noassurance can be given that the NHAI will approve such actions in a timely manner or atall.

17. Leakage of the toll fees on the Project SPVs' roads may materially and adverselyaffect our revenues and financial condition.

18. We will depend on certain directors executive officers and key employees of theInvestment Manager the Project Manager and the Project SPVs and such entities may beunable to retain such personnel or to replace them with similarly qualified personnelwhich could have a material adverse effect on the business financial condition resultsof operations and prospects of the Trust Group.

19. There can be no assurance that we will be able to successfully undertake futureacquisitions of road assets or efficiently manage the infrastructure road assets we haveacquired or may acquire in the future.

20. The Project SPVs' concessions are illiquid in nature which may make it difficultfor us to realise sell or dispose of our shareholdings in the Project SPVs.

21. The Project SPVs may be required to undertake certain development of the RoadAssets owned by the Trust which may present additional risks to us.

22. The Project SPVs may not be able to comply with their maintenance obligations underthe concession agreements which may result in the termination of the concessionagreements the suspension of the Project SPVs' rights to collect tolls or the requirementthat the Project SPVs pay compensation or damages to the NHAI.

23. Our insurance policies may not provide adequate protection against various risksassociated with our operations.

24. The Project SPVs the Sponsor the Investment Manager the Project Manager and theTrustee are involved in certain legal and other proceedings which may not be decided intheir favour.

25. We do not own the "IRB" trademark and logo. Our license to use the"IRB" trademark and logo may be terminated under certain circumstances and ourability to use the trademark and logo may be impaired.

26. We will depend on various third parties to undertake certain activities in relationto the operation and maintenance of the Initial Road Assets. Any delay default orunsatisfactory performance by these third parties could materially and adversely affectour ability to effectively operate or maintain the Initial Road Assets.

27. The Project SPVs may be held liable for the payment of wages to the contractlabourers engaged indirectly in our operations.

28. Our contingent liabilities could adversely affect our results of operations cashflows and financial condition.

29. Our actual results may be materially different from the expectations expressed orimplied in the Revenue Profit and Cash Flow Projections and the assumptions in the FinalOffer Document are inherently uncertain and are subject to significant business economicfinancial regulatory and competitive risks and uncertainties that could cause actualresults to differ materially from those projected.

30. Our business will be subject to seasonal fluctuations that may affect our cashflows.

31. Certain Project SPVs' operations and revenue are currently geographicallyconcentrated in Gujarat Maharashtra and other Indian states and consequently will beexposed to certain risks emanating therefrom.

32. The Initial Road Assets are concentrated in the infrastructure sector and toll-roadindustry in India and our business could be adversely affected by an economic downturn inthat sector or industry.

33. Political and other agitations against the collection of tolls may affect ourability to collect tolls over prolonged periods which could have a material adverseeffect on our business results of operation and financial condition.

34. The cost of implementing new technologies for collection of tolls and monitoringour projects could materially and adversely affect our business financial condition andresults of operations.

35. We may be unable to renew or maintain the statutory and regulatory permits andapprovals required to operate the Initial Road Assets.

36. Compliance with and changes in safety health and environmental laws andregulations in India may materially and adversely affect our business.

37. The Project SPVs' financing agreements entail interest at variable rates and anyincreases in interest rates may adversely affect our results of operations financialcondition and cash flows.

38. The Project SPVs are subject to restrictive covenants under their financingagreements that could limit our flexibility in managing our business or to use cash orother assets.

39. We have obtained a credit rating of IND AAA for the senior debt of the Trust fromIndia Ratings and Research assuming the Trust's consolidated "external debt"(including debt availed by InvIT and the Project SPVs from banks and institutions butexcluding debt infused by InvIT into the Project SPVs) as on March 31 2017 would be up toRs 10 billion. We have also obtained a credit rating of CARE AAA from CARE Ratingsassuming that the debt exposure of the Trust Group does not exceed Rs 10 billion after theListing. Any downgrade of our credit rating may restrict our access to capital andmaterially and adversely affect our business financial condition and results ofoperations.

40. We will enter into related-party transactions. There can be no assurance that wecould not have achieved more favourable terms if such transactions had been entered intowith third parties.

Risks Related to the Trust's Relationships with the Sponsor and the Investment Manager

41. The Sponsor whose interests may be different from the other Unitholders will beable to exercise significant influence over certain activities of the Trust.

42. The Right of First Offer (ROFO)/ Right of First Refusal (ROFR) Deed and the FutureAssets Agreement will terminate in certain circumstances and shall be subject to the termsof the concession agreement and applicable law.

43. The Sponsor is a listed company and operates other road assets and anything thatimpacts the business results of operations and trading price of the Sponsor's equityshares may have a material adverse effect on the Trust and the trading price of theUnits.

44. The Investment Manager may not be able to implement its investment or corporatestrategies and the fees payable to the Project Manager are dependent on various factors.

45. Parties to the Trust are required to maintain the eligibility conditions specifiedunder Regulation 4 of the InvIT Regulations on an ongoing basis. The Trust may not be ableto ensure such ongoing compliance by the Sponsor the Investment Manager the ProjectManager and the Trustee which could result in the cancellation of the registration of theTrust.

46. The Investment Manager is required to comply with certain ongoing reporting andmanagement obligations in relation to the Trust. There can be no assurance that theInvestment Manager will be able to comply with such requirements.

Risks Related to Tax

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

48. Some of our roads assets enjoy certain benefits under Section 80-IA of the IncomeTax Act and any change in these tax benefits applicable to us may materially and adverselyaffect our results of operations.

49. Tax laws are subject to changes and differing interpretations which may materiallyand adversely affect our operations.

50. Entities operating in India are subject to a variety of Government and StateGovernment tax regimes and surcharges and changes in legislation or the rules relating tosuch tax regimes and surcharges could materially and adversely affect our business.

51. Investors may be subject to Indian taxes arising out of capital gains on the saleof Units. The provisions of the Income-tax Act 1961 (Act) provide that the dividendreceived from a business trust (REITs/ InvITs ) qualify as a business trust under the Act)is taxable in the hands of the unitholders where the Special Purpose Vehicle (SPV) inwhich the business trust holds a controlling interest (and which has declared dividends tothe business trust which have been in turn declared/ distributed by the business trustto its unitholders) has opted to be governed by the provisions of section 115BAA of theAct.

Date: May 15 2021

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