Data Infrastructure Trust (formerly known as Tower Infrastructure Trust) (“Data InvIT/Trust”) was set up on January 31, 2019, as a contributory irrevocable trust under the provisions of the Indian Trusts Act, 1882. The Trust was registered as an infrastructure investment trust under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (“SEBI InvIT Regulations”) on March 19, 2019, having registration number IN/InvIT/18-19/0009.

The investment objectives of the Trust are to carry on the activities of an infrastructure investment trust, as permissible under the SEBI InvIT Regulations and as stated in the private placement memorandum dated August 31,2020 and to make investments in compliance with the provisions of the SEBI InvIT Regulations.

The Trust acquired entire equity share capital of Summit Digitel Infrastructure Limited (formerly known as Summit Digitel Infrastructure Private Limited) (“SDIL”) on August 31,2020. SDIL is engaged in the business of setting up and maintaining passive tower infrastructure and related assets and providing passive tower infrastructure services (“Tower Infrastructure Business”) and meets macro tower needs of mobile network operators ("MNOs") with its tower assets comprising of Ground Based/Narrow Based Towers ("GBT/NBT"), Roof Top Towers/Poles ("RTT/RTP") and Cell on Wheels ("COW"). SDIL is the Trust's first investment in complete and revenue generating infrastructure project.

Additionally, the Trust had made further investment through acquisition of Crest Digitel Private Limited (formerly known as Space Teleinfra Private Limited) (“CDPL”) on March 10, 2022 in accordance with the SEBI InvIT Regulations. Incorporated in 2011 with a focus on providing telecom infrastructure to MNOs for Outdoor Small Cells (“ODSC”), In-building solutions (“IBS”) and RTT, CDPL has grown multifold in a very short span of time. CDPL is a fast growing shared telecom infra provider for voice and data connectivity in micro towers space.

As on March 31, 2023, the Trust holds two Special Purpose Vehicles i.e. SDIL and CDPL.

The units of the Trust are listed on BSE Limited since September 1, 2020. Subsequently, the Trust has issued 28,700,000 units on rights basis on March 3, 2022 and 52,800,000 units on preferential basis on March 8, 2022 which have also been listed on BSE Limited.

During the year under review, pursuant to the approval granted by the unitholders of the Trust, the principal place of business of the Trust has shifted from 'Unit 1, 4^th Floor, Godrej BKC, Plot No C-68, G Block, Bandra Kurla Complex, Bandra East, Mumbai - 400051' to 'Unit 1,9^th Floor, Tower 4, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400070, Maharashtra' w.e.f. December 16, 2022.

MANAGEMENT DISCUSSION AND ANALYSIS BY THE INVESTMENT MANAGER AND DETAILS OF ASSETS OF THE TRUSTECONOMIC OVERVIEW

Global Economy

The year 2022 saw the growth of the global economy slowing down to 3.2%. This deceleration was mainly due to a sequence of severe and interlinked events, including the elongation of the COVID-19 pandemic, international conflict, which led to food and energy crises, rising inflation, interest rates tightening and the climate emergency.

Nevertheless, the third quarter of the year saw a surprising resilience in economic growth, driven by robust household consumption and business investments and strong labour markets. Additionally, China's sudden re-opening facilitated a rapid rebound in global activity, while inflation pressures started to abate, resulting in improved global financial conditions.

The growth momentum of several developed economies, including the United States and the European Union, has slowed down, leading to negative impacts on the global economy. The United States, for instance, is projected to experience a mere 0.4% Gross Domestic Product (“GDP”) expansion in 2023 after achieving a 1.8% growth rate in 2022. The anticipated cutback in consumer spending is likely due to higher interest rates, lower real incomes and substantial reductions in household net worth**.

The economic outlook in South Asia has taken a significant hit due to various factors such as high food and energy prices, fiscal vulnerabilities and monetary tightening. This situation has resulted in a projected reduction in the average GDP growth rate from ~5.6% in 2022 to ~4.8% in 2023**.

Indian Economy

India's economy has displayed remarkable resilience amidst the deteriorating global economic conditions, primarily due to its strong macroeconomic fundamentals. These fundamentals place India significantly ahead of other emerging market economies. Even though the global economy has been impacted by the COVID-19 pandemic, international conflict, and the synchronised policy rate hikes by Central Banks to control inflation, leading to the appreciation of the US Dollar and the widening of the Current Account Deficits (CAD) in net importing economies, India continues to be projected as the fastest-growing major economy. India's GDP growth slowed to ~4.4% in Q3 FY2022-23 from 6.3% in Q2 FY2022-23 as per the National Statistical Office (NSO). According to economists, the manufacturing sector's persistent slack was an unexpected setback that contributed to lower Q3 growth levels than previously projected. Despite this, Chief Economic Advisor, V. Anantha Nageswaran had stated that the recorded GDP growth of 4.4% should also be attributed to the revisions made to the previous year figures, as the baseline has since increased.

The positive growth predictions can be attributed to various factors, such as the rise in private consumption, which has stimulated production activity, higher Capital Expenditure (Capex), which has allowed individuals to engage in contact-based services like tourism, restaurants, hotels, shopping malls and cinemas. The corporate sector has also strengthened its balance sheets and public sector banks are well-capitalized and ready to increase credit supply and credit growth to the Micro, Small and Medium Enterprises (MSME) sector. These are just some of the significant factors that contribute to the optimistic growth forecasts. India is set to witness GDP growth of 6 - 6.8% in FY2023-24, depending on the trajectory of economic and political developments globally.

ASSET OVERVIEW

Summit Digitel Infrastructure Limited

The Trust made first investment in SDIL which holds the Tower Infrastructure Business. The Tower Infrastructure Business was transferred from Reliance Jio Infocomm Limited (“RJIL”) to SDIL by way of a slump sale on a going concern basis under a scheme of arrangement with effect from March 31, 2019. The Trust acquired entire equity share capital of SDIL with an initial number of 135,671 towers on August 31,2020, which increased to 151,594 towers as on March 31, 2022 and 156,557 towers as on March 31, 2023. As at March 31, 2023, the Trust owns 100% of the issued equity share capital of SDIL.

As one of the largest telecom infrastructure providers, SDIL truly believes in building, nurturing and strengthening partnerships with its stakeholders. Since SDIL has embarked on this journey, the strategic tower footprints and superior backhaul connectivity have been areas of excellence and one of the key USPs. SDIL has executed Master Service Agreement (“MSA”) with all MNOs in India namely, RJIL, Bharti Airtel Limited (Airtel), Bharat Sanchar Nigam Limited (BSNL) and Vodafone Idea Limited (VIL). RJIL is an anchor tenant on each of SDIL towers with industry's first 30 years MSA.

Crest Digitel Private Limited

The Trust acquired entire equity share capital of CDPL on March 10, 2022. The transaction was funded by way of issuance of additonal units on Rights basis and Preferential basis in compliance with the SEBI InvIT Regulations.

To fund this acquisition, the Trust had issued and allotted 28,700,000 units at an Issue Price of '110.46 each aggregating to '3,170.20 million, on rights basis, on March 3, 2022, which are listed on BSE Limited w.e.f. March 7, 2022. The Trust further issued and allotted 52,800,000 units at an Issue Price of '110.46 each aggregating to '5,832.28 million, on preferential basis on March 8, 2022, which are listed on BSE Limited w.e.f. March 17, 2022. As at March 31, 2023, the Trust owns 100% of the issued equity share capital of CDPL.

As the use of wireless services on handsets, tablets and other advanced mobile devices grows and evolves, there is a corresponding increase in the demand for passive infrastructure required to deploy current and future generations of wireless communications technologies. To capture this growing data demand, MNOs are increasingly focusing on ODSC and IBS. With ever-increasing data consumption and the onset of 5G, seamless indoor coverage has become as essential as outdoor connectivity. CDPL acquisition will enable Data Infrastructure platform to offer MNOs with best-in-class services for voice and data connectivity, both providing macro towers (SDIL) and micro towers (CDPL).

OPERATIONAL PERFORMANCE

Summit Digitel Infrastructure Limited

SDIL has been a key player in driving India's digital revolution. SDIL's state-of-the-art tower infrastructure, with over 156,000 towers, has enabled infrastructure sharing and provided a reliable platform for launching the latest digital technology, contributing to the economic growth of the nation. In just over two years of operations, SDIL has grown rapidly to become the second-largest Tower Infrastructure Provider company in the country.

Factors like strategic tower footprint, highest infra availability and faster TAT (Turn Around Time) are the key growth drivers of the business. SDIL's unique portfolio with different tower types has been thoughtfully designed to meet the MNO's basic requirement of coverage, capacity enhancement and rapid 5G deployment. As on March 31,2023, SDIL owned and operated following types of towers:

SDIL has prioritised building strong customer relationships and adopting a collaborative approach with partners and stakeholders, which has led to the development of trust. During the financial year, SDIL has added a significant number of towers and co-locations, covering the major MNOs. As on March 31,2023, SDIL has a site count of 156,557 with 165,735 tenancies (including anchor tenancy) and 99.98% performance uptime level.

Due to SDIL's exclusive telecom tower portfolio, its tenant lease rates vary considerably depending upon numerous factors, but not limited to, amount, type and position of tenant equipment on the tower, remaining tower capacity and tower location. It measures the remaining tower capacity by assessing several factors, including tower height, tower type, environmental conditions, existing equipment on the tower and permitting regulations in effect in the jurisdiction where the tower is located. In many instances, tower capacity can be increased with relatively modest tower augmentation capital expenditures.

SDIL has invested in online monitoring and controlling features to build its sustainability and reliability. This has resulted in improvements in operational parameters, such as network availability and reduction in repeat failure rates, essential for the success of new digital technology.

SDIL has set a benchmark in providing best-in-class uptime to its customers, ensuring that performance is not affected even in difficult geographies and adverse weather conditions like snow, floods, cyclones and earthquakes. Its robust processes, proactive approach, industry-best practices and frequent site audits have helped in ensuring uninterrupted service delivery.

SDIL has been at the forefront of innovation, pioneering solutions for verifying remote and round-the-clock activities required for ensuring operational continuity. Safety has been a top priority for SDIL, with the development of an online mobile application called "Summit Works", for site audits and approving Permit to Work. This tool has enabled all employees to carry out site audits and ensure that field teams are working with all safety precautions, including the use of Personal Protective Equipment (“PPE”).

SDIL's journey towards operational excellence includes effective governance for reviewing performance and identifying areas of improvement for timely actions. Internal and external governance is an integral part of its processes for growth. SDIL is committed to deliver high-quality services to its customers, building strong partnerships and contributing to the digital growth of the nation.

Crest Digitel Private Limited

As on March 31, 2023, CDPL has a site count of 3,430 with 4,052 tenancies, as detailed below:

With a dominant share of the metros, airports and IBS segments, CDPL has been a preferred digital connectivity infrastructure partner over the years for all its customers spread across the country offering a high degree of trust and reliability.

Particularly during the pandemic period, CDPL's proven ability and focus on building a superior network infrastructure for telecom connectivity proved critical at a time when data connectivity needs along with data uptime became the customer's critical need. Not only did its operations team work around the clock to ensure that the end users had uninterrupted service, but CDPL also proved itself as an industry leader by providing the finest value to its customers - both real estate developers as well as MNOs. Nearly 100% of its Metro sites had a network uptime performance in the past year which was in line with the customer service level agreements; further, ~95% of its IBS sites demonstrated more than 99.95% performance uptime level.

In the telecom industry, India has been undergoing a digital transformation for many years, but the government has recently launched various measures to prepare for 5G technology and achieve its Digital India goals. The focus is on mobile technology, which is essential for realising the Digital India vision, which includes providing digital infrastructure to every citizen, on-demand digital governance and services and empowering citizens digitally.

Due to its capacity to offer faster and more dependable wireless connections, 5G technology is expected to become a trend in the telecommunications sector. The improved speed and decreased latency of 5G networks will allow for new use cases and revenue sources for network operators and companies.

Going forward, 5G rollout will further accelerate the small cell deployment across all top cities. The initial step in monetising 5G technology is anticipated to come from improved mobile broadband services, such as high-definition video streaming, gaming, virtual augmented reality applications. Network operators may charge premium rates for these services, resulting in increased revenue.

Financial Performance

The consolidated financial statements have been prepared in accordance with the requirements of the SEBI InvIT Regulations read with the SEBI circular number CIR/IMD/DF/127/2016 dated November 29, 2016 (“SEBI Circular”); Indian Accounting Standards as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 (“Ind AS”), to the extent not inconsistent with the SEBI InvIT Regulations, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Brief details of financial performance of the Trust for the financial year ended March 31,2023 is as under:

The Consolidated Revenue of the Trust for FY2021-22 was '97,861 million which has increased to '110,998 million in FY2022-23. The Consolidated EBITDA of the Trust for FY2021-22 was '34,895 million which has increased to '43,807 million in FY2022-23.

During the year, SDIL tied-up 7 Year External Commercial Borrowings (ECB) of '24,000 million from Export Development Canada for refinancing of existing debt. SDIL further raised '22,000 million from domestic capital markets through Non-Convertible Debentures. These issuances were rated AAA by CRISIL Limited and CARE Ratings Limited.

During the year, SDIL completed partial buy-back of 2.875% Senior Secured Notes of principal amount of US $27.37 million for an aggregate value of US $20.12 million (balance outstanding notes for an aggregate value of US $472.63 million).

During the year under review, CARE Ratings Limited has re-affirmed the Issuer Rating of "CARE AAA; Stable" for the Trust on November 29, 2022 and further re-affirmed the same within 30 days of the end of the financial year 2022-23 on April 21,2023 in accordance with the SEBI InvIT Regulations.

During the year under review, SDIL's debt securities and borrowings have been re-affirmed as AAA/Stable by CRISIL Limited, CARE Ratings Limited and ICRA Limited. Further, the rating for 2.875% Senior Secured Notes issued by SDIL in August 2021 has also been re-affirmed as BBB- (Stable) i.e. Investment Grade rating by S&P Global Ratings and Fitch Ratings Limited.

During the year under review, Kotak Mahindra Bank has sanctioned fund-based facility amounting to '582.6 million and non-fund-based facility amounting to '115 million to CDPL. Out of the sanctioned facility, the Term loan facility amounting to '500 million has been upgraded and rated [ICRA]AA+ by ICRA Limited, the domestic rating agency, as compared to [ICRA]A- obtained during the previous financial year.

The principal business of the Trust is setting up and maintaining passive tower infrastructure and related assets and providing passive tower infrastructure services in India. Based on the guiding principles given in Ind AS on “Segment Reporting”, this activity falls within a single business and geographical segment and accordingly segment-wise position of business and its operations is not applicable to the Trust.

HEALTH, SECURITY, SAFETY AND ENVIRONMENT

Summit Digitel Infrastructure Limited

At SDIL, top priority is achieving a goal of “Zero Harm” by maintaining the highest level of Health, Safety, Security and Environmental (“HSSE”) performance in all operations and activities. SDIL strongly advocates best practices in health and safety, especially on high-risk activities with a focus on electrical safety, work at height and road safety and aims to set an example by demonstrating safety at the leadership level to foster a safe work culture. The business safety scorecard performance improved from 72% to 79% for the FY2022-23.

SDIL's HSSE management system is based on the TAGG (Train Audit Guide & Govern) strategy, which ensures that all business activities are systematic, effective and focused on the proactive reduction and mitigation of specific HSSE risks (Electrical Safety, Work at Height, Road Safety, etc.)

Site visits and mandatory Summit Safety Program (“SSP”) training are part of Key Result Area (KRA) / Key Performance Indicator (KPI) for all eligible employees, including the management team, reflecting the integration of HSSE into the organisation.

In FY2022-23, SDIL achieved a LTIFR (Lost Time Injury Frequency Rate) of 0.067, a significant improvement of 58% compared to the previous year. There were no serious safety incidents involving SDIL employees and its principal operations contractor. However, there was one serious safety incident involving a subcontractor person during this period and the company conducted a thorough investigation of the incident, implemented immediate corrective and preventive measures, and is progressively implementing medium and long-term mitigation measures. SDIL is committed to complying with all HSSE statutory and regulatory requirements and strives to go beyond the minimum threshold of compliance.

SDIL has also launched a new mobile application called 'Summit Works', which offers a comprehensive solution for surveying, monitoring, auditing, reviewing and tracking (SMART) various work activities related to safety, operations and governance.

As part of its efforts to sustain safety practices, SDIL launched the 'Family Connect' program to raise awareness among the family members of field personnel about the proper use of PPE and safe working practices focusing on the top risks viz., road safety, work at height and electrical safety. More than 330 families of technicians and Riggers (Height Workers) have been educated through this program and SDIL plans to continue reaching out to more families making safety a way of life. SDIL has made significant efforts to create safe, compliant, efficient and sustainable offices.

In 2022, SDIL was awarded “The OSH India Safety & Excellence Award” for its electrical hazard mitigation initiatives apart from being a finalist in five of the eleven categories. Additionally, SDIL was awarded a Certificate of Recognition by the National Safety Council of India, Ministry of Labor, for its strong HSSE management systems. As the only telecommunications company to receive this award, SDIL met at least 65% of the evaluation criterion.

Crest Digitel Private Limited

CDPL has grown rapidly across all its business segments along with strengthening its national presence. As it grows, CDPL appreciates that managing risks is crucial and accordingly it is fully committed to implement safety measures to control and reduce these risks.

During the year under review, CDPL made significant progress in the areas of Health and Safety. Notably, its Business Safety Scorecard performance improved from 62% to 75% with a significant achievement in Permit to Work compliance for field audits at 86%. There was a huge emphasis on mandatory Employee Safety Training covering Safety Habits and Incident Reporting. This was supported by a successful development and standardisation of key HSSE and Quality processes as well as reinforcement of the pre dispatch inspection (PDI) process for appropriate field product deployment. There were specific planned interventions relating to height certification and training for the deployment team members as well as regular governance meetings held with the partners.

In June 2022, CDPL had a serious safety incident from which there were some critical learnings which we disseminated through the organisation. CDPL has further strengthened its structural designs and incorporated additional safety measures in its Standard Operating Procedures. The standardisation of chemical anchors and the introduction of superior-grade chemicals for structural stability were also executed. Furthermore, requisite safety education for supervisors and laborers was implemented.

For FY2023-24, CDPL's primary HSSE objective is to strive for Zero Serious Safety Incidents (“SSI”). To reach its goal of Zero SSIs, CDPL will concentrate on the following aspects:

1.    Enhancing partner training and competency development for field compliance;

2.    Ensuring first-time right compliance by field partners;

3.    Having a deployment engineer on-site during pole erection activities;

4.    Automating manual tracking input from field teams;

5.    Fortifying the Permit to Work process;

6.    Updating the Circle Safety Scorecard with more robust parameters;

7.    Constructing sites according to Structure Stability reports;

8.    Inspecting and maintaining pole structures to prevent accidents;

9.    Adopting the Toolbox Talk concept throughout the organization;

10.    Upholding safety compliance and mandatory requirements for expanding into new cities and regions; and

11.    Focusing of Environment, carbon footprint as guided by Brookfield team.

Further, as a part of the employment contract and agreement with its partners, all CDPL employees and partners must adhere to HSSE rules and regulations. Importantly, each employee and partner need to acknowledge their individual responsibility for maintaining their own safety and the safety of their team members.

Future Business Outlook

Summit Digitel Infrastructure Limited

Based on last year's developments, MNOs have been focusing on upgrading their existing sites to accommodate 5G technology, which has increased a substantial amount of loading on towers. This trend is expected to continue, which will have a positive impact from the revenue perspective of SDIL. The company's tower infrastructure is expected to see increased demand as MNOs continue to upgrade their existing sites, leading to an increase in tower rentals for SDIL.

The penetration of 5G technology is expected to drive the demand for the densification of towers, which is expected to benefit SDIL. With a large portfolio of towers in unique locations across the country, SDIL is well-positioned to benefit from the demand for tower densification.

SDIL's continued focus on providing new-age and reliable tower infrastructure with best-in-class uptime is likely to drive growth and attract new customers, further strengthening its position in the telecom industry.

SDIL anticipates that the demand for its telecom infrastructure for both current and potential tenants will increase due to the following factors:

•    Increase in mobile service subscriptions;

•    Impact of 5G technology on bandwidth, reliability and high-speed connectivity;

•    Increased dependence on new and emerging wireless technologies, devices, and artificial intelligence;

•    Growing demand for value-added managed services, the value of Internet of Things (“IoT”), enhanced customer service;

•    The transition to digital learning and remote working;

•    Increase in smartphone penetration, wireless carrier focus on expanding both network quality and capacity, including the use of traditional macro towers as well as small cells infrastructure;

•    Increased reliance on FinTech innovations, in the form of digital payments, mobile money, mobile wallets, etc. has become no' just an innovative trend globally but an essential service; and

•    Increased government initiatives to support connectivity throughout India.

Based on industry research, SDIL expects that a number of key industry trends will result in incremental revenue opportunities for MNOs:

•    The extensive and proactive rollout of 5G services: As 5G networks are rolled out across the world, operators have the opportunity to capture new revenue streams by offering new services and applications. For example, 5G can enable new use cases in areas like autonomous vehicles, smart cities and remote healthcare. By proactively rolling out 5G services, operators can position themselves to capture a share of these new revenue streams.

•    Huge investments into the 5G spectrum by operators: With 5G technology, operators have the opportunity to provide new services that were not previously possible with 4G or earlier generations. For example, 5G can enable IoT applications to be deployed at scale. Additionally, 5G networks can enable low latency and high bandwidth, which can support applications like virtual and augmented reality in varied industry use cases. By investing in the 5G spectrum, operators can position themselves to capture a share of these new revenue streams.

•    The rapid adoption of smartphones in both urban and rural areas: This has created a huge demand for mobile data. Operators that can meet this demand with densification and capacity augmentation of towers for realising faster speeds and better reliability will enable them to capture new revenue streams and grow their customer base.

•    Operators focus on expanding network capacity and quality: This can help operators attract more customers and generate new revenue streams through new services and applications. For example, by expanding network capacity, operators can support new use cases in areas like IoT and virtual and augmented reality.

•    Requisition of tower densification by operator riding on 4G and 5G spectrum deployment shall hugely benefit SDIL as: SDIL's network primarily operates on the 2,300 MHz band and the majority of its towers are located in areas where there are no other tower companies nearby. In fact, more than 60% of SDIL's tower portfolio is in rural areas.

•    SDIL's existing tower infrastructure and strategic locations - in rural and arduous terrains - position the Company well to capitalise on the demand from the MNOs.

•    Providing network coverage to areas that are underserved by operators: SDIL can attract and generate new revenue streams by partnering with new customers in varied segment, who require their own network through utilisation of tower, power and space.

Crest Digitel Private Limited

The growth will be propelled by acquiring sites that the MNOs seek as also prestigious projects like metros, airports and large governmental sites spread across the country. Equally, CDPL's acquisition strength can be leveraged for the small cell business where thousands of small landlords need to be engaged for installations on their properties. CDPL continues to believe that its site revenue is likely to increase due to the growing use of 4G as also its ability to meet the incremental data demand due to the imminent 5G launch. By adding new tenants and new equipment for existing tenants on its sites, both the site utilization and

profitability can increase in tandem. CDPL will continue its focus on corporate parks, retail, and institutional sites especially hospitals and educational institutes. In addition, CDPL intends to continue to supplement its organic growth by selectively developing or acquiring new marquee sites (for both IBS and Small Cells) in the existing and new geographies where it can achieve its projected returns.

Aligned to CDPL's HSSE values, it is committed to run a business with “ZERO SSI, ZERO High-risk incidents and ZERO adverse Environment impact”. CDPL pledges to reach the highest levels of environmental performance by sustainably saving energy, eliminating emissions, conserving resources, reducing costs and taking a firm stride closer to a greener earth.

Details of revenue during the year from the underlying project

SDIL is engaged in the business of providing tower infrastructure and related operations and maintenance services in the telecom sector (GBT, GBM, RTT/RTP, COW). CDPL is engaged in business of building, maintaining, leasing, renting and dealing in infrastructure for the telecom sector (IBS and Small Cell).

During the financial year ended March 31,2023, SDIL has generated a revenue of '108,516 million from its operations and '1,376 million as other income. CDPL has generated a revenue of '2,482 million from its operations and '52 million as other income.

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 31,2023, is as follows:

Further, the Audited Standalone and Consolidated Financial Information of the Trust for the financial year ended March 31,2023 along with the Report of Auditors thereon, as approved by the Board of Directors of Brookfield India Infrastructure Manager Private Limited (“BIIMPL/Company”), acting in its capacity as Investment Manager of Data InvIT, at its meeting held on May 26, 2023, forms part of this Annual Report.

DETAILS OF UNITS ISSUED BY THE TRUST

The Trust had issued 2,521,500,000 units at an Issue Price of '100 each aggregating to '2,521.5 million on August 31, 2020, which were listed on BSE Limited w.e.f. September 1,2020.

Pursuant to the approval granted by the Data InvIT Committee of the Board of Directors of BIIMPL, the Trust has issued and allotted 28,700,000 units at an Issue Price of '110.46 each aggregating to '3,170.20 million, on rights basis, on March 3, 2022, which were listed on BSE Limited w.e.f. March 7, 2022.

Pursuant to the approval granted by the unitholders of the Trust, the Trust had further issued and allotted 52,800,000 units at an Issue Price of '110.46 each aggregating to '5,832.28 million, on preferential basis on March 8, 2022, which were listed on BSE Limited w.e.f. March 17, 2022.

The aggregate number of units issued by the Trust as on March 31,2023 is 2,603,000,000. During the year under review and as on the date of this Report, no units have been bought-back by the Trust.

The Trust has obtained rating from CARE Ratings Limited, which has assigned "CARE AAA/Stable" rating (pronounced as Triple A with Stable outlook) to the Trust on January 4, 2022. During the year under review, CARE Ratings Limited has reaffirmed the rating of the Trust at "CARE AAA; Stable" rating on April 21, 2023. The same has been submitted to BSE Limited in compliance with the SEBI InvIT Regulations and circulars issued thereunder.

The aggregate consolidated borrowings and deferred payments of Data InvIT and its Special Purpose Vehicles i.e., SDIL and CDPL (net of cash and cash equivalents) are within the prescribed threshold specified in the SEBI InvIT Regulations. Further, the Trust has not issued any debt securities during the year under review.

During the year under review, SDIL's debt securities and borrowings have been re-affirmed as AAA/Stable by CRISIL Limited, CARE Ratings Limited and ICRA Limited. Further, the rating for 2.875% Senior Secured Notes issued by SDIL have also been re-affirmed as BBB- (Stable) i.e., Investment Grade rating by S&P Global Ratings and Fitch Ratings Limited.

During the year under review, CDPL's borrowings have been rated AA+ by ICRA Limited.

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

Pursuant to the approval of the Board of Directors of Investment Manager, BDO Valuation Advisory LLP, Registered Valuer (IBBI Registration Number: IBBI/RV-E/02/2019/103) (“Valuer”), was appointed as the Valuer of the Trust to carry out the valuation of Trust Assets for FY2022-23 in accordance with the SEBI InvIT Regulations.

In terms of the provisions of Regulation 10 of the SEBI InvIT Regulations, the Valuation Report dated May 25, 2023 for the financial year ended March 31,2023, issued by the Valuer of the Trust, has been filed with BSE Limited on May 26, 2023 and the same is also available on the website of the Trust at www.datainfratrust.com. The Valuation Report is also attached as Annexure A to this Report.

As per the Valuation Report, the Trust Assets have been valued at '638,347 million using under Income Approach. Discounted Cash Flow Method has been used to arrive at the enterprise value of the Trust Asset.

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

Pursuant to the provisions of Regulation 10 of the SEBI InvIT Regulations, the NAV of the Trust was computed based on the valuation done by the Valuer and the same has been disclosed as part of the Audited Financial Information of the Trust filed with BSE Limited on May 26, 2023 and is also available on the website of the Trust at www.datainfratrust.com.

Standalone Statement of Net Assets of the Trust at Fair Value as at March 31, 2023 is as under:

INVESTMENT MANAGER (“IM”) OF THE TRUST AND CHANGES THEREIN

A. Details of Brookfield India Infrastructure Manager Private Limited i.e. IM, as on March 31, 2023

Pursuant to the applicable provisions of the SEBI InvIT Regulations and the Investment Management Agreement dated September 25, 2020, executed between the Company and Axis Trustee Services Limited, acting in its capacity as the Trustee to the Trust (“Trustee”), the Company has been appointed as the Investment Manager of the Trust with effect from October 13, 2020.

The Company was a wholly-owned subsidiary of BHAL Global Corporate Limited (“BHAL”) - an affiliate of Brookfield Asset Management Inc. (“BAM”). During the year, pursuant to an internal re-structuring, the existing shareholders transferred their holdings as under:

-    Brookfield Global Subinvestments Limited (nominee of BHAL) transferred 1 equity share of the Company to Brookfield India GP ULC, an entity incorporated in Canada, on November 30, 2022; and

-    BHAL transferred 83,39,557 equity shares of the Company to Brookfield Manager Holdings Limited (“BMHL”), an entity incorporated in Hamilton, Bermuda, on December 1, 2022.

Consequent to the abovementioned transfers, the Company ceased to be the subsidiary of BHAL and became the subsidiary of BMHL w.e.f. December 1, 2022 and continues to be a subsidiary of BMHL as on the date of this Report.

The Company shall act as a common investment manager to all the existing and proposed infrastructure investment trusts set up by the Brookfield Group from time to time, in terms of the SEBI InvIT Regulations.

Accordingly, pursuant to informal Guidance issued by SEBI on March 12, 2020, the Company is acting as a Common IM to the Trust and India Infrastructure Trust (“Pipeline InvIT”), another InvIT set up by Brookfield under the SEBI InvIT Regulations.

Board of Directors of BIIMPL

The details of Board of Directors of BIIMPL as on March 31,2023 are as under:

Brief profile of the directors is provided below:

1.    Mr. Sridhar Rengan

Sridhar Rengan is a Managing Director in Brookfield's Finance team. In this role, he is responsible for finance, public and regulatory affairs in India.

Prior to joining Brookfield in 2014, he held various roles over the last three decades in real estate, infrastructure and consumer businesses, and was the Chief Financial Officer (CFO) for Piramal Roads Infra Private Limited.

He holds a law degree from the University of Calcutta and a Bachelor's degree with honours from St. Xavier's College Kolkata. He is also a member of the Institute of Cost Accountants of India and a member of Institute of Company Secretaries of India.

2.    Mr. Chetan Desai

Chetan Desai is a Chartered Accountant. He retired as Managing Partner from M/s. Haribhakti & Co. LLP - a leading CA firm in India - in 2018. Earlier, for many years, he was heading the audit & assurance practice of the firm. He is on the Board of a few companies.

During his professional career of 47 years, he has dealt with multinationals, public sector enterprises, large corporates, sectors such as banking and finance, insurance, mutual funds, manufacturing, services, real estate, hospitality, engineering, energy, infrastructure, pharma, health care, not for profit entities, etc.

He has wide knowledge and exposure in the fields of corporate governance, compliance, corporate laws, accounting and related areas.

3.    Mr. Narendra Aneja

Narendra Aneja is a Fellow Chartered Accountant, Certified Internal Auditor, Certification in Risk Management Assurance (CRMA) and holds an Master of Business Administration (MBA) from the Wharton Business School. He is a Gold Medalist (ICWA), a Tata Scholar and was ranked on the Director's List at Wharton Business School (1978).

He was Director at large of the Global Board of IIA Inc. between 2016 to 2019. He is a past National President of The Institute of Internal Auditors of India and of the Asian Confederation of Institutes of Internal Auditors (ACIIA).

He has made presentations at many international conferences in India, the United States of America, Malaysia, Dubai, Sri Lanka, Qatar, Philippines, Thailand and the Dominican Republic.

He has over 30 years of experience in GRC (Governance, Risk and Compliance assignments) and management consultancy and is the managing partner and founder of Aneja Associates, having about 350 professionals.

4.    Ms. Swati Mandava (resigned w.e.f. May 25, 2023)

Swati Mandava is Legal Counsel and Corporate Secretary for Brookfield Corporation. In this role, she is responsible for providing legal advice in relation to existing and new initiatives of the Corporation serving as Corporate Secretary to the Board of Directors of the Corporation and having oversight of legal and compliance activities.

She joined Brookfield in 2015 and has held several roles including serving as senior lawyer for Brookfield's India and Middle East business. Prior to joining Brookfield, she worked for a leading corporate law firm in India, where she focused on mergers and acquisitions, private equity and advising on a variety of corporate transactions.

She holds a dual Bachelor of Arts and Law degree from The National Academy of Legal Studies and Research (NALSAR), University of Law in Hyderabad, India.

5.    Mr. Prateek Shroff (appointed w.e.f. May 26, 2023)

Prateek is a Senior Vice President in the Infra Investments team and oversees the legal function for Brookfield Infrastructure in India and Middle East. Prateek's prior work experience includes assignments with Trilegal, Cyril Amarchand Mangaldas and working as Senior Legal Counsel, Tata Sons Pvt. Ltd., where his responsibilities included working with the strategy teams on structuring, negotiating and drafting transaction documents for various mergers and acquisition transactions at the group and operating company level.

He holds Bachelor of Arts (B.A.) LL.B (Hons.) from West Bengal National University of Juridical Sciences.

Data InvIT Committee of the Investment Manager

Considering that the Company is acting as a common IM to the Trust and Pipeline InvIT, hence, in order to ensure good governance and clear segregation of the management and operations of both the InvITs being managed by the Company, the Board has constituted two InvIT Committees, namely 'Pipeline InvIT Committee' and 'Data InvIT Committee', for managing and administering respective InvITs and its assets, and has delegated the authority and responsibility of overseeing all the activities of the IM that pertain to the management and operation of the respective InvITs in accordance with the SEBI InvIT Regulations, respective Trust Documents, BIIMPL IMA and other applicable laws, to the respective InvIT Committees. The operation and functioning of both the Committees are under the strict supervision of the Board of Directors of the Company. As per the terms of reference of the aforesaid Committees, a periodic report is submitted by the respective Committees to the Board, to ensure oversight and guidance on the activities of the two InvITs.

Further, the Board had approved and adopted an Administration Policy to provide for a framework in relation to the internal compliance, governance and segregation of activities of various InvIT Committees that are/will be set up from time to time.

Details of the holding by BIIMPL and its Directors or Members of the Data InvIT Committee in the Trust

As on the date of this Report, neither BIIMPL nor any of its Directors or Members of the Data InvIT Committee holds any units of the Trust.

Net Worth of BIIMPL

Net Worth of BIIMPL as per its latest Annual Audited Standalone Financial Statements for the financial year ended March 31, 2023 is in line with the requirement specified under Regulation 4(2)(e) of the SEBI InvIT Regulations. There is no erosion in the net worth of BIIMPL as compared to the net worth as per its last financial statements.

Functions, Duties and Responsibilities of the Investment Manager

During the year under review, duties and responsibilities of BIIMPL in the capacity of IM of the Trust, were in accordance with the BIIMPL IMA and the SEBI InvIT Regulations. The Board of BIIMPL comprises half of its Directors as Independent Directors having extensive and relevant experience.

B. Codes/Policies

In line with the requirements of the SEBI InvIT Regulations and in order to adhere to the good governance practices for the Trust, the Data InvIT Committee had adopted various policies and codes in relation to the Trust.

(i)    Distribution Policy

The Distribution Policy provides a structure for distribution of the net distributable cash flows of Special Purpose Vehicles to the Trust and the Trust to the Unitholders.

(ii)    Code of conduct for prohibition of insider trading

Code of Conduct for Prohibition of Insider Trading (“Insider Trading Code”) was adopted w.e.f. August 17, 2021 in place of the “Policy on unpublished price sensitive information and dealing in units by the parties to the Data Infrastructure Trust and the unitholders” which was repealed w.e.f. the said date.

The Code is adopted in order to ensure fair disclosure of unpublished price sensitive information and to regulate, monitor and report trading by the Designated Persons towards achieving compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and aims to outline process and procedures for dissemination of information and disclosures in relation to the Trust on its website, to the Stock Exchanges and to all stakeholders at large. The purpose of the Insider Trading Code is also to ensure that the Trust complies with applicable laws, regulations, rules or guidelines prohibiting Insider trading and governing disclosure of material, unpublished price sensitive information.

(iii)    Code of Conduct for the Trust (“Code”)

The said Code was adopted in relation to the conduct of the Trust and the Parties to the Trust. The Code provides for principles and procedures for the Sponsors, the Investment Manager, the Project Managers, the Trustee and their respective employees, as may be applicable, for ensuring interest of the unitholders and proper conduct and carrying out of the business and of the Trust in accordance with the applicable laws.

(iv)    Policy on Appointment of Auditor and Valuer of the Trust

The policy on Appointment of Auditor and Valuer provides a framework for ensuring compliance, in relation to the appointment of Auditor and Valuer, as identified by the Investment Manager in accordance with the SEBI InvIT Regulations and other applicable laws.

(v)    Policy on Related Party Transactions of the Trust

The policy on Related Party Transactions provides a framework to regulate the transactions of Data InvIT with its Related Parties, in accordance with the SEBI InvIT Regulations and other applicable laws.

(vi)    Borrowing Policy of the Trust

The Borrowing Policy has been adopted to ensure that all funds borrowed in relation to the Trust are in compliance with the SEBI InvIT Regulations.

C. Representatives on the Board of Directors of SDIL, Special Purpose Vehicle (“SPV”) of the Trust

In terms of the SEBI InvIT Regulations, majority of the Board of Directors of SDIL i.e. SPV of the Trust, have been appointed by BIIMPL, in consultation with the Trustee. During the year under review, the following changes took place in the Board Composition of SDIL:

During the year under review, BIIMPL had ensured that in every general meeting, including the Ninth Annual General Meeting of SDIL held on September 28, 2022, the voting of the Trust was exercised.

D. Representatives on the Board of Directors of CDPL, SPV of the Trust

BIIMPL, in consultation with the Trustee, had appointed the majority of the Board of Directors of CDPL i.e. SPV of the Trust.

During the year under review, the following changes took place in the Board Composition of CDPL:

During the year under review, BIIMPL had ensured that in every general meeting, including the Eleventh Annual General Meeting of CDPL held on September 29, 2022, the voting of the Trust was exercised.

SPONSOR OF THE TRUST A. BIF IV Jarvis India Pte. Ltd.

BIF IV Jarvis India Pte. Ltd. (“Brookfield Sponsor”) is a Sponsor of the Trust. The Brookfield Sponsor was incorporated on May 31, 2019 under the laws of Singapore. The Brookfield Sponsor is 100% held by BIF IV India Holdings Pte. Ltd. (“BIF IV India”), a company incorporated in Singapore. The Brookfield Sponsor and BIF IV India are controlled by Brookfield Corporation (“BN”). The registered office of the Brookfield Sponsor is situated at Collyer Quay Centre, 16 Collyer Quay, #19-00 Singapore - 049318.

BN together with its affiliates (“Brookfield”) has a history of over 115 years of owning and operating assets with a focus on infrastructure, renewable power, property and other real assets. Brookfield currently controls over US $9 billion of assets in India, with approximately 1,000 employees. BN is listed on the New York Stock Exchange (”NYSE”) and the Toronto Stock Exchange (”TSE”) and has a market capitalisation of approximately US $51.04 billion as on March 31, 2023.

Futher, Brookfield's Infrastructure Group (’’Brookfield Infrastructure”) owns and operates one of the largest infrastructure portfolios in the world, with approximately US $143 billion of assets under management as on December 31,2022. Brookfield Infrastructure's publicly listed infrastructure vehicles include Brookfield Infrastructure Partners L.P (“BIP”), a publicly traded infrastructure investor and operator, targeting long-life assets with high barriers to entry that provide essential services to the global economy. BIP is listed on the NYSE and the TSE and has a market capitalisation of approximately US $27.5 billion as of March 31, 2023. The Brookfield Sponsor has relied on BN and BIP for meeting the eligibility criteria under the SEBI InvIT Regulations.

Brookfield Sponsor was included as a Sponsor of the Trust, in addition to the Reliance Sponsor, pursuant to the execution of a Deed of Accession to the Indenture of Trust on August 26, 2020 between the Reliance Sponsor, Brookfield Sponsor and the Trustee.

Directors of the Brookfield Sponsor

The details of Board of Directors of the Brookfield Sponsor as on March 31,2023 are mentioned below:

Brief profile of the directors is provided below:

1.    Mr. Liew Yee Foong

Liew Yee Foong is a Senior Vice President - Head of Fund Management and Finance of Brookfield Singapore. He has over a decade of work experience for which the initial 4 years were within the audit space auditing fund, private equity, asset management, real estate and logistics companies. This was followed by commercial experience focusing on fund managers and funds with mandates within real estate, private equity and infrastructure investments.

Liew Yee Foong holds a Bachelor of Commerce (Accounting and Finance) from Curtin University of Technology. He is also a Certified Public Accountant (CPA) and a Chartered Accountant (CA).

2.    Ms. Ho Yeh Hwa

Yeh Hwa is Vice President, Legal and Regulatory for Brookfield Singapore and is responsible for running the Legal & Regulatory Compliance functions of Brookfield's fund management activities in Asia. Yeh Hwa has over 18 years of work experience, of which she spent the initial 8 years practicing law in leading legal firms in United Kingdom and Singapore with a focus on corporate law, transactional merger and acquisition and private equity. This is followed by more than 10 years of commercial legal experience in-house in fund/asset management in fund managers in both United Kingdom and Singapore, as well as a Singapore sovereign wealth fund, with a focus on real estate, private equity, infrastructure and renewable energy investments.

Yeh Hwa holds a Bachelor of Laws from National University of Singapore and was called to the Rolls of Singapore in 2002 and the Rolls of England and Wales in 2006.

3.    Mr. Tan Aik Thye Derek

Derek is an Investment Professional in Brookfield Singapore and manages investments conducted in Asia. He has over 5 years of work experience in private investment managers focused on real estate. In his prior experience, he covers investments, portfolio management and fund management for close end funds and perpetual open end vehicles.

Derek holds a Bachelor of Business Administration (Hons) from Nanyang Business School, Nanyang Technological University.

4.    Mr. Maurice Robert Hendrick Barnes

Maurice has over 15 years of work experience in the ownership and operations of critical telecommunications infrastructure assets with Crown Castle International (NYSE:CCI) and Telstra Corporation (ASX:TLS). He has previously held multiple senior level roles managing established businesses and start-ups, raising capital, growth, restructures, sale and exit strategies. Industries include BFSI, Wireless Telecommunications Infrastructure, workforce and asset management software.

Maurice holds a Master of Business Administration from the University of Western Sydney and is an ordinary member of the Singapore Institute of Directors (SID).

5.    Ms. Tay Zhi Yun

Tay Zhi Yun is Vice President - Finance of Brookfield Singapore. She has over 11 years of work experience, of which the initial 4 years were spent in the professional services space, auditing a sovereign wealth fund, real estate companies and financial institutions. This is followed by commercial experience focusing on fund managers and funds with mandates within real estate, private equity, infrastructure and renewable investments.

Tay Zhi Yun holds a Bachelor of Accountancy from Nanyang Technological University and is also a Chartered Accountant (CA) Singapore.

6.    Ms. Talisa Poh Pei Lynn

Talisa is an Investment Professional in Brookfield Singapore and manages investments conducted in Asia. She has over 8 years of work experience from which the initial first year performing finance business support and revenue assurance and 7 years within valuations, deals, merger and acquisition. In her prior experience, she has led teams to complete valuation exercises for potential acquisition or investment, and financial reporting purposes in accordance with the accounting standards.

Talisa holds a Bachelor (Hons) of Economics and Finance from University of Manchester, United Kingdom.

During the year under review, there have been the following changes in the Directors of the Brookfield Sponsor:

i)    Mr. Velden Neo Jun Xiong resigned as the Director of the Brookfield Sponsor with effect from April 29, 2022;

ii)    Mr. Tan Aik Thye Derek was appointed as the Director of the Brookfield Sponsor with effect from April 29, 2022;

iii)    Mr. Tang Qichen resigned as the Director of the Brookfield Sponsor with effect from April 29, 2022;

iv)    Mr. Maurice Barnes was appointed as a Director of the Brookfield Sponsor with effect from October 5, 2022;

v)    Ms. Tay Zhi Yun was appointed as a Director of the Brookfield Sponsor with effect from October 12, 2022; and

vi)    Ms. Talisa Poh Pei Lynn was appointed as a Director of the Brookfield Sponsor with effect from October 12, 2022.

B. Reliance Industrial Investments and Holdings Limited

Reliance Industrial Investments and Holdings Limited (“Reliance Sponsor”) is a Sponsor of the Trust. The Reliance Sponsor was incorporated on October 1, 1986 under the Companies Act, 1956 as Trishna Investments and Leasings Private Limited. Subsequently, the name was changed to Reliance Industrial Investments and Holdings Limited with effect from August 6, 1993. The Reliance Sponsor's registered office is situated at Office - 101, Saffron, Near Centre Point, Panchwati 5 Rasta, Ambawadi, Ahmedabad, Gujarat - 380006.

The Reliance Sponsor is a wholly owned subsidiary of Reliance Industries Limited (“RIL”), the largest private sector company in India in terms of market capitalisation as at March 31, 2023 and a Fortune 500 company. RIL's activities span across hydrocarbon exploration and production, petroleum refining and marketing, petrochemicals, advanced materials and composites, renewables (solar and hydrogen), financial services, retail and digital services. The equity shares and non-convertible debentures of RIL are listed on BSE Limited and National Stock Exchange of India Limited. The global depository receipts of RIL are listed on the Luxembourg Stock Exchange and traded on the International Order Book of the London Stock Exchange and amongst the qualified institutional investors on the over-the-counter market in the United States of America. The foreign currency bonds of RIL are listed on the Singapore Stock Exchange, Luxembourg Stock Exchange and India International Exchange (IFSC) Limited.

Directors of Reliance Sponsor

The details of Board of Directors of the Reliance Sponsor as on March 31,2023 are mentioned below:

Brief profile of the Directors is provided below:

1.    Shri Hital R. Meswani

Shri Hital R. Meswani is the Director of the Reliance Sponsor since October 20, 2003. He holds Management & Technology graduate from the University of Pennsylvania (UPenn) in the United States of America, Bachelor of Science in Chemical Engineering from the School of Engineering and Applied Sciences, UPenn and a Bachelor of Science in Economics from the Wharton Business School.

Shri Hital Meswani's overall responsibility spans the Petroleum Refining and Marketing Business, Petrochemicals Manufacturing and several corporate functions of RIL including Human Resources Management, Information Technology, Research & Technology and Capital Projects Execution. He has been involved with almost all mega initiatives of the group through its growth journey. He was instrumental in execution of the world class petrochemicals complex at Hazira and the mammoth Reliance Jamnagar Refinery complex, the largest in the world at any single location. He had also led a company-wide business transformation initiative, which has resulted in the development of the constitution of RIL - the Reliance Management System.

2.    Shri Vinod Mansukhlal Ambani

Shri Vinod M. Ambani is the Director of the Reliance Sponsor since June 30, 2005. He is a Commerce Graduate, Chartered Accountant and Diploma holder in Tax Management from Bombay University.

He has more than five decades of experience and wide spectrum of knowledge in the field of corporate law, legal, compliance, secretarial, accounts, taxation, insider trading, etc.

3.    Shri Mahendra Nath Bajpai

Shri Mahendra N. Bajpai is the Director of the Reliance Sponsor since June 30, 2005. He is a Science Post-Graduate with specialisation in Physics. He had a brilliant academic career. His areas of specialisation include Direct Taxes and International Taxes.

He joined Indian Revenue Services in 1974. He had initial assessment exposure in big companies like Hindustan Lever, Bharat Petroleum, Caltex, Indian Organic and several other Non-Resident companies in Mumbai. He has functioned as Assistant Director as well as Additional Director in Regional Training Institute in Lucknow for approximately 8 years. He has been Departmental Representative in Income Tax Apellate Tribunal (ITAT), Mumbai and after promotion posted as Member, Appropriate Authority, Ahmedabad. Post Voluntary Retirement in 1998, Shri M.N. Bajpai has been functioning as a Consultant of Corporate Taxes with Reliance group till date and handling all Direct Tax and International Tax Matters.

4.    Ms. Savithri Parekh

Ms. Savithri Parekh is the Director of the Reliance Sponsor since March 28, 2019. She is B.Com, LL.B and a fellow member of The Institute of Company Secretaries of India. She has 30 years of experience. Prior to joining RIL, she was the Sr. Vice President Legal & Company Secretary of Pidilite Industries Limited for over 9 years.

She has been a guest faculty at Indian Institute of Management (IIM) Kolkata for over 10 years and has also authored three books on the Companies Act, 2013 and on Listing Regulations.

5.    Shri Dhiren Vrajlal Dalal (resigned w.e.f. March 31, 2023)

Shri Dhiren V. Dalal is the Director of the Reliance Sponsor since March 31, 2015. He is a Commerce Graduate and a Fellow Member of the Institute of Chartered Accountants of India.

He is a Practicing Chartered Accountant and has a wide spectrum of knowledge and experience in the field of audit, finance and accounts and non-banking financial companies. He has been an Auditor of various registered Non-Banking Financial Companies.

6.    Shri Balasubrmanian Chandrasekaran (resigned w.e.f. March 31, 2023)

Shri Balasubrmanian Chandrasekaran is the Director of the Reliance Sponsor since March 31,2015. He is a Commerce Graduate, CAIIB and an alumni of Indian Institute of Management (IIM) Ahmedabad.

He has a wide spectrum of knowledge and experience in the field of banking and finance and accounts. He has also worked with SREI Infrastructure Finance Limited as Head - Treasury from April 2011-March 2013 and with RIL as Senior Vice President-Banking and Finance from October 1992-June 2010.

During the year under review and as on the date of this Report, Shri Dhiren Dalal and Shri Balasubrmanian Chandrasekaran ceased to be Independent Directors of the Company w.e.f. March 31,2023.

TRUSTEE OF THE TRUST

Axis Trustee Services Limited is the Trustee of the Trust. The Trustee is a registered intermediary with SEBI under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as a debenture trustee having registration number IND000000494 and is valid until suspended or cancelled. The Trustee's registered office is situated at Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400025 and corporate office is situated at The Ruby, 2^nd Floor, SW, 29, Senapati Bapat Marg, Dadar West, Mumbai - 400028.

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 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 laws.

There has been no change in the Trustee during the financial year ended March 31,2023 and as on the date of this Report. Board of Directors of the Trustee

Details of the Board of Directors of the Trustee as on March 31,2023 and as on the date of this Report, are mentioned below:

Brief profile of the directors is provided below:

1.    Mr. Rajesh Kumar Dahiya

Mr. Rajesh Kumar Dahiya is a Non-executive Director on the board of the Trustee.

Mr. Rajesh Kumar Dahiya, Executive Director, Axis Bank Limited, is an Engineer with a Masters in Management. Before joining Axis Bank in June 2010, he was associated with Tata Group for 20 years where he handled various responsibilities across functions such as Human Resources, Manufacturing, Exports, Distribution and Institutional Sales.

In his current role as Executive Director, he supervises all functions under Corporate Centre viz., Internal Audit, Human Resources, Compliance, Company Secretary, Corporate Communications, Corporate Real Estate Services, Chief Business Relations Officer (CBRO), Corporate Social Responsibility, Ethics & Sustainability and law.

In addition, Mr. Dahiya also oversees the functioning of the Axis Bank Foundation. He is also on the Board of Axis PE Ltd.

2.    Mr. Ganesh Sankaran

Mr. Ganesh Sankaran is a Non-executive Director on the board of the Trustee.

Mr. Ganesh Sankaran is the Group Executive - Wholesale Banking Coverage Group at Axis Bank Limited. He has nearly 25 years of experience across coverage, credit and risk functions and has handled verticals like Corporate Credit, Financial Institutions, Business Banking, Mortgages, Commercial Transportation, Equipment Finance and Rural Lending.

Before joining Axis Bank, he was Executive Director at Federal Bank, responsible for business architecture across the Wholesale Bank, Micro/Rural bank, Business Banking and international operations. Additionally, he had also served as a Member of the Board of Directors for Equirus Capital and Fedbank Financial Services. Prior to that he was associated with HDFC Bank Limited where he was Co-Head, Corporate Banking.

Mr. Ganesh Sankaran is an Engineer with a Master's degree in Business Administration.

Ms. Deepa Rath is the Managing Director and CEO on the Board of Axis Trustee Services Limited.

Ms. Deepa Rath is a Senior Banker with more than 20 years of experience in Corporate Banking, Fintech, Credit, Project Funding, MSME Financing, Retail Banking, Supply Chain Finance, Trade Finance, etc.

Ms. Deepa is known for her strategic leadership, customer centric approach, superior people and relationship management skills which have helped her set up and scale up New Businesses & High Impact Teams across domains. Prior to taking over as MD and CEO of Axis Trustee Services Limited, Ms. Deepa was part of the founding leadership team and spearheaded TReDS (Trades Receivable Discounting System) platform business at INVOICEMART / A. TREDS LTD (JV of Axis Bank & Mjunction), a pioneer work in the space of Digital & Transparent Financing of MSMEs, Financial Inclusion, Application Programming Interface Integration and Blockchain implementation.

Previous to this, she led various business functions across geographies with Axis Bank Corporate Banking department. In the early part of her career, she took several roles with IDBI Bank and ICICI Bank Limited within the Corporate Banking and Retail Banking franchise.

She has been a speaker on various Finance & Fintech related forums and was a part of Axis Bank's Senior Business Leadership program initiatives pertaining to Ethics & Sustainability (POSH), Recruitment & Employee Engagement, Corporate social responsibility, etc. She is a panel /advisory member on the International Consulting/Advisory related to Supply Chain Finance, Fintech, Go-To-Market strategy and Corporate Banking practices.

She holds a Master of Business Administration - Finance from IMT Ghaziabad with Master's in Economics and an “Advanced Diploma in Software Technology & Systems Management”, NIIT. Apart from several certifications like Coursera, Axis Business Leadership Program - ISB Hyderabad, Deepa is currently pursuing “Advanced Program in Fintech & Financial Blockchain” from IIM Calcutta to continue her strive for knowledge and learning.

During the year under review, there were no change in the Directors of the Trustee.

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

Ever increasing network expansion requirements and deployment of 5G are driving the growth of mobile towers in the country. India saw a 60% growth in the number of mobile towers in the last 5 years. With introduction of 5G technology, the data speed of mobile networks is rivalling the same over a fiber connection. It is expected that, the 5G wireless connections through mobile towers shall be the preferred choice for providing Fixed Wireless Access (FWA), where laying of fiber is not feasible or cost effective.

Telecom Regulatory Authority of India (TRAI), the telecom regulator of India, is holding consultations over the methods to bring active non-core infrastructure under the scope of Infrastructure providers and make it sharable among various telecom and internet service providers. Private 5G networks are also expected to drive the future growth of the telecom infrastructure where the requirements of micro and macro sites to provide 5G coverage within the premises of factories, ports, mines, smart cities, etc. shall come up. In addition, the Draft Indian Telecom Bill-2022, which is expected to be tabled in the Parliament soon, shall further facilitate ease of doing business in this sector.

a.    Clauses in the Trust Deed, Investment Manager Agreement or any other agreement entered into pertaining to the activities of Data InvIT

During the year under review, there has been no amendment in the Indenture of Trust or any other agreement entered into pertaining to the activities of the Trust, except for the following:

Amendment to the Project Management Agreement (“PMA”)

During the year under review, there have been few amendments to the Project Management Agreement dated February 26, 2022 executed between the Trustee, BIIMPL, CDPL Project Manager and CDPL for appointment of Jarvis Data-Infra as the Project Manager for CDPL, SPV of the Trust. The amendment to the key terms of PMA relate to few changes in the duties and services of the CDPL Project Manager.

Amendment to the Share Purchase Agreement (“SPA”)

During the year under review, the SPA dated July 21, 2021, entered into between CDPL, Mr. Ankit Goel, Mr. Radhey Raman Sharma, Mr. Ram Gopal Goyal, Westwood Business Consultancy LLP, BIIMPL and the Trust, was amended vide Third Amendment Agreement to the SPA dated March 13, 2023 to change few commercial term(s).

b.    Any regulatory changes that has impacted or may impact cash flows of the underlying projects

Not Applicable for the period under review.

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 projects

Not Applicable for the period under review.

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

Not Applicable for the period under review.

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

During the year, SDIL received demand orders for financial years 2019-20 and 2020-21 of '1,057 million and '1,073 million respectively from Bihar GST Authority disallowing the input tax credits utilised by SDIL. SDIL has disputed the aforesaid disallowance. Against the demand for the FY2019-20, SDIL has filed a writ petition before the High court and the order is awaited. Against the demand for the FY2020-21, SDIL has filed an appeal before the Appellate authority. The appeal has been admitted and is yet to be heard by the Appellate authority.

Further, subsequent to the year ended March 31, 2023, SDIL received demand orders of '1,694 million and '2,253 million for the financial years 2019-20 and 2020-21 respectively from Uttar Pradesh GST Authority disallowing the input tax credit utilised by SDIL. SDIL will be filing an appeal against the demand orders.

SDIL reviewed the aforesaid orders and does not foresee any provision required in this respect at this stage. SDIL is indemnified by a party for these demands except for '107 million.

CDPL:

There are no legal proceedings which may have significant bearing on the activities or revenue or cash flows of the Trust.

g.    Any other material changes during the year

The material changes that have occurred during the year under review and as on the date of this Report as mentioned below:

(i)    SDIL has issued 10,000 Secured, Rated, Listed, Redeemable NCDs of the face value of '1,000,000 each, aggregating to '10,000 million, to identified investors, on private placement basis on May 31, 2022 and have been listed on debt segment of National Stock Exchange of India Limited w.e.f. June 2, 2022;

(ii)    Pursuant to the approval granted by Registrar of Companies, Mumbai and upon issuance of a fresh Certificate of Incorporation, the SPV has converted into a public company and the name has been changed from Summit Digitel Infrastructure Private Limited to Summit Digitel Infrastructure Limited with effect from July 22, 2022;

(iii)    Pursuant to fresh Certificate for Incorporation for change of name issued by Registrar of Companies, name of another SPV of the Trust i.e., CDPL has been changed from 'Space Teleinfra Private Limited' to 'Crest Digitel Private Limited' w.e.f. August 31, 2022;

(iv)    SDIL has issued 12,000 Secured, Rated, Listed, Redeemable NCDs of the face value of '1,000,000 each, aggregating to '12,000 million, to identified investors, on private placement basis on November 2, 2022 and have been listed on debt segment of National Stock Exchange of India Limited w.e.f. November 4, 2022;

(v)    Further, during the year, SDIL has exercised its call option and on May 25, 2022, June 13, 2022, August 17, 2022, November 24, 2022, December 28, 2022 and March 31, 2023, had redeemed 10,000 NCDs, 17,500 NCDs, 10,000 NCDs, 7000 NCDs, 5,900 NCDs and 2,960 NCDs respectively issued to RIL, on private placement basis. Accordingly, all the NCDs have been fully extinguished by SDIL under this series;

(vi)    During the year under review, Mr. Inder Mehta has stepped down from the post of Compliance Officer with effect from the close of business hours on November 14, 2022 and Mr. Chandra Kant Sharma, an employee of the Investment Manager, was appointed in his place w.e.f. November 15, 2022, in terms of the provisions of Regulation 10(25) of the SEBI InvIT Regulations;

(vii)    SDIL has tied up External Commercial Borrowings from Export Development Canada for an aggregate amount of '24,000 million, repayable at the end of seven years;

(viii)    SDIL had also completed the buy-back of 2.875% Senior Secured Notes of principal amount of US $27.37 million for an aggregate value of US $20.12 million through a tender offer process;

(ix)    Registered office of the CDPL Project Manager has shifted from '603, 6^th Floor, 'B' Wing, Ashok Enclave Chincholi Road, Kamla Nagar, Malad (West), Mumbai' to 'Awfis Space Solutions, 7^th Floor, Skyline Icon, Andheri Kurla Road, Chimatpada, Marol, Andheri East, Mumbai - 400059' w.e.f. December 1,2022;

(x)    Pursuant to the approval granted by the unitholders of the Trust, the principal place of business of the Trust has shifted from 'Unit 1, 4^th Floor, Godrej BKC, Plot No C-68, G Block, Bandra Kurla Complex, Bandra East, Mumbai -400051' to 'Unit 1, 9^th Floor, Tower 4, Equinox Business Park, LBS Marg, Kurla (West), Mumbai - 400070, Maharashtra' w.e.f. December 16, 2022; and

(xi)    Post completion of the financial year, Ms. Puja Tandon, Company Secretary of BIIMPL, has been designated to act as the Compliance Officer of the Company w.e.f. May 23, 2023, to monitor compliances for both Data InvIT and Pipeline InvIT. Further, Mr. Chandra Kant Sharma stepped down from the position of Compliance Officer of Data InvIT from close of business hours on May 22, 2023.

Amendment in the SEBI InvIT Regulation:

Securities and Exchange Board of India (“SEBI”) vide its notification bearing reference no. LAD-NRO/GN/2014-15/10/1577 dated February 14, 2023, has made various amendments in the SEBI InvIT Regulations thereby requiring significant changes in the governance structure of the investment manager to discharge its obligations under the SEBI InvIT Regulations effective from April 1, 2023.

Further, pursuant to the extension application submitted by BIIMPL, acting in its capacity as the IM for Data InvIT and Pipeline InvIT, SEBI had granted 2 months extension (i.e., upto May 31,2023) to comply with the corporate governance norms.

Additionally, BIIMPL, in its capacity as the IM of Data InvIT and Pipeline InvIT, shall comply with the requirements and implement necessary changes to comply with corporate governance norms within the prescribed timeline.

PROJECT-WISE REVENUE OF THE TRUST FOR THE LAST 5 YEARS

The Trust was formed on January 31, 2019 and was registered as an infrastructure investment trust under the SEBI InvIT Regulations on March 19, 2019. It completed its first investment on March 31, 2019. Accordingly, revenue details for the last 5 years is not applicable for the Trust.

UPDATE ON THE DEVELOPMENT OF UNDER-CONSTRUCTION PROJECTS SDIL:

SDIL, Jio Infrastructure Management Services Limited (“SDIL Project Manager”), Reliance Digital Platform & Project Services Limited (“Contractor”) and RJIL have entered into the Amended and Restated Project Execution Agreement dated December 16, 2019, for the establishment of passive tower infrastructure and has been amended from time to time.

Pursuant to this arrangement, the work to be performed under this Agreement by the Contractor is for the establishment of passive infrastructure including the towers at such site, and also includes the related procurement, erection, installation, establishment, inspection and testing work.

As on March 31,2023, SDIL owns 1,56,557 telecommunication towers and there are 17,894 remaining towers to be acquired to achieve the total target of 1,74,451 towers.

CDPL:

During the year from April 1,2022 to March 31,2023, CDPL has built 2,393 new sites which includes 60 IBS sites and 2,333 Small Cell sites.

DETAILS OF OUTSTANDING BORROWINGS, REPAYMENT AND DEFERRED PAYMENTS OF THE TRUST, DEBT MATURITY PROFILE, GEARING RATIOS OF THE TRUST AS AT THE END OF THE YEAR

There are no borrowings outstanding at Data InvIT standalone level as on March 31,2023 and as on date of this Report, hence, the key gearing ratios are not applicable for Data InvIT.

Further, the details for Data InvIT on a consolidated basis for the year ended March 31,2023 are as under:

a. 118,360 (SBI 1Y MCLR + 0.97%) Secured Redeemable Non-Convertible Debentures (NCD - Series PPD 5) of face value of '1,000,000 each redeemable at par issued by SDIL, on or before August 31,2032. The debentures are redeemable at par in 40 equal quarterly consecutive instalments.

During the year, 53,360 NCDs were redeemed by refinancing option from issuance of other NCDs and term loan drawdown. As at March 31,2023, none of the above NCDs are outstanding.

6.59%, 15,000 Redeemable, Listed and Rated NCDs of a nominal value of '1,000,000 each redeemable at single instalment at par on June 16, 2026 issued by SDIL.

7.40%, 6,500 Redeemable, Listed and Rated NCDs of a nominal value of '1,000,000 each redeemable at single instalment at par on September 28, 2028.

7.62%, 10,000 Redeemable, Listed and Rated NCDs of a nominal value of '1,000,000 each redeemable at single instalment at par on November 22, 2030.

8.05% p.a., 10,000 Secured, Redeemable, Listed and Rated NCDs of a nominal value of '1,000,000 each redeemable at single instalment at par on May 31,2027.

8.44% p.a., 12,000 Secured, Redeemable, Listed and Rated NCDs of a nominal value of '1,000,000 each redeemable at single instalment at par on November 2, 2032.

b.    As on March 31, 2023, SDIL has term loan from various banks and Non-Banking Financial Companies of '192,112 million. These term loans are repayable by September 1, 2032.

c.    US $Notes:

At any time prior to August 12, 2030, SDIL has the option to redeem up to 40% of the aggregate principal amount of the US $Notes with proceeds from equity offerings at a redemption price of 102.875% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the redemption date August 12, 2031. During the year, SDIL partially bought back the Notes of face value of US $27.37 million at discounted value of US $20.12 million post which the outstanding face value of Notes stands at US $472.63 million (INR 38,740 million). This buyback at discounted value has resulted in a gain of INR 590 million.

d.    '1,151 million of CDPL loan is repayable by way of 60 monthly instalments starting from the month following the month of first disbursement of loan ending on October 5, 2026, Tranche 2 have moratorium of 12 months from the date of first disbursement and repayable by way of 22 quarterly instalments ending on December 29, 2028.

•    Key Gearing Ratios for SDIL:

-    Debt Equity Ratio: Nil (Since the ratio is less than 0, hence shown as Nil)

-    Debt Service Coverage Ratio: 0.71 times.

•    Key Gearing Ratios for CDPL:

-    Debt Equity Ratio: 1.89

-    Debt Service Coverage Ratio: 2.91 times

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

The Trust was formed on January 31, 2019 and was registered as an Infrastructure Investment Trust under the SEBI InvIT Regulations on March 19, 2019.

On August 31,2020, the Trust had issued 252,150,000,000 units of face value '100 each which were listed on BSE Limited w.e.f. September 1, 2020. During the financial year 2021-22, the Trust has issued and allotted 28,700,000 units at an Issue Price of '110.46 each aggregating to '3,170.20 million, on rights basis and 52,800,000 units at an Issue Price of '110.46 each aggregating to '5,832.28 million, on preferential basis.

Unit price quoted on BSE Limited at the beginning and the end of the year, the highest and the lowest unit price and the average daily volume traded during the financial year

The Trust had issued 252,150,000,000 units of '100 each on August 31,2020 which were listed on BSE Limited w.e.f. September 1, 2020.

Further, during the previous year, the Trust has issued and allotted 28,700,000 units at an Issue Price of '110.46 each aggregating to '3,170.20 million, on rights basis, on March 3, 2022, which are listed on BSE Limited w.e.f. March 7, 2022.

The Trust had further issued and allotted 52,800,000 units at an Issue Price of '110.46 each aggregating to '5,832.28 milllion, on preferential basis on March 8, 2022, which are listed on BSE Limited w.e.f. March 17, 2022.

Since the date of listing, the units have not been traded and accordingly the aforesaid data is not applicable as on March 31,2023. Distributions made by the Trust

Pursuant to the provisions of the SEBI InvIT Regulations and in line with the Distribution Policy, the Transaction Documents and the Trust Documents, BIIMPL, IM of the Trust, has made timely distributions to the unitholders.

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

For details of all related party transactions entered into by the Trust, please refer to Note no. 20 of Standalone Financial Statements and Note no. 33 of Consolidated Financial Statements for the year ended March 31,2023.

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 31,2023 and as on the date of this Report, the Trust has two SPVs i.e. SDIL and CDPL.

Pursuant to loan agreement dated August 26, 2020, the Trust provided an unsecured term loan facility to SDIL aggregating to '250,000 million.

BRIEF DETAILS OF MATERIAL AND PRICE SENSITIVE INFORMATION

During the period under review, the intimations with respect to all material and price sensitive information in relation to the Trust was made to BSE Limited, by the Investment Manager, in accordance with the provisions of the SEBI InvIT Regulations and other applicable laws, if any, from time to time.

Except as reported to the Stock Exchange from time to time and as disclosed elsewhere in this Report, there were no material and price sensitive information in relation to the Trust for the period under review.

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

Except as stated in this section, there are no material litigation or actions by regulatory authorities, in each case against the Trust, the Reliance Sponsor, the Brookfield Sponsor, the Investment Manager, the Project Managers i.e. SDIL Project Manager and CDPL Project Manager, or any of their Associates and the Trustee, that are currently pending.

For the purpose of this section, details of all regulatory actions and criminal matters that are currently pending against the Trust, the Sponsors, the Investment Manager, the Project Managers and their respective Associates, and the Trustee have been disclosed. Further, details of all regulatory actions and criminal matters that are currently involving the SPV have also been disclosed. Further, any litigation that is currently pending involving an amount equivalent to, or more than, the amount as disclosed below, in respect of the Trust, the Sponsors, the Investment Manager, the Project Managers, each of their respective Associates, the Trustee, the SPVs has been disclosed.

SPECIAL PURPOSE VEHICLES

Summit Digitel Infrastructure Limited

The total income of SDIL based on the Audited Financial Statements as on March 31, 2023 was '109,892 million. Accordingly, all outstanding civil litigation (i) involving an amount equivalent to or exceeding '549 million (being 0.50% of the total income of SDIL provided as per the Audited Financial Statements as on March 31, 2023), and (ii) wherein the amount involved is not ascertainable but otherwise considered material, have been disclosed.

Crest Digitel Private Limited

The total income of CDPL based on the Audited Financial Statements as on March 31, 2023 was '2,534 million. Accordingly, all outstanding civil litigation (i) involving an amount equivalent to or exceeding '127 million (being 5.00% of the total income of CDPL provided as per the Audited Financial Statements as on March 31, 2023), and (ii) wherein the amount involved is not ascertainable but otherwise considered material, have been disclosed.

Brookfield Sponsor and its Associates

The total income of the Brookfield Sponsor based on the Unaudited Consolidated Financial Statements of the Sponsor for the period commencing from April 1, 2022 and ended March 31, 2023 was US $333.26 million. Accordingly, all outstanding civil litigation against the Brookfield Sponsor which (i) involve an amount equivalent to or exceeding US $16.66 million (being 5.00% of the total income of the Brookfield Sponsor for the period ended March 31, 2023), and (ii) wherein the amount is not ascertainable but are otherwise considered material, have been disclosed.

The disclosures with respect to material litigations relating to the Brookfield Sponsor and its Associates have been made on the basis of the public disclosures made by BN and BIP, the entities under which all other entities, which control, directly or indirectly, the Brookfield Sponsor, get consolidated for financial and regulatory reporting purposes. BN and BIP are currently listed on the NYSE and the TSE. In accordance with applicable securities law and stock exchange rules, BN and BIP are required to disclose material litigations through applicable securities filings. The threshold for identifying material litigations in such disclosures is based on periodically reviewed thresholds applied by the independent auditors of BN and BIP in expressing their opinion on the financial statements and is generally linked to various financial metrics of BN and BIP, including total equity. Further, all pending regulatory proceedings where all entities, which control, directly or indirectly, the Brookfield Sponsor, are named defendants have been considered for disclosures in this Report. Further, there is no outstanding litigation and regulatory action against any of the entities controlled, directly or indirectly, by the Brookfield Sponsor, as on the date of this Report.

Reliance Sponsor and its Associates

With respect to the Reliance Sponsor and its Associates, there are no litigations that are considered material in relation to the structure and activities of the Trust.

SDIL Project Manager and its Associates

With respect to the SDIL Project Manager and its Associates, there are no litigations that are considered material in relation to the structure and activities of the Trust.

CDPL Project Manager and its Associates*

The total income of the CDPL Project Manager i.e, JDIPMPL as per the Financial Statements for the financial year ended March 31, 2023 was '2. 12 million. Accordingly, all outstanding civil litigation against the Investment Manager which (i) involve an amount equivalent to or exceeding '0.06 million (being 5.00% of the total income as per the Consolidated Financial Statements for the financial year ended March 31, 2023), and (ii) wherein the amount is not ascertainable but are considered material, have been disclosed.

INVESTMENT MANAGER

Investment Manager

The total income of the Investment Manager i.e. BIIMPL as per the Audited Financial Statements for the financial year ended March 31, 2023 was '5.55 crores. Accordingly, all outstanding civil litigation against the Investment Manager which (i) involve an amount equivalent to or exceeding '0.28 crores (being 5.00 %> of the total income as per the Audited Consolidated Financial Statements for the financial year ended March 31, 2023), and (ii) wherein the amount is not ascertainable but are considered material, have been disclosed.

Associates of the Investment Manager

Disclosures with respect to material litigations relating to Associates of the Investment Manager which form part of the Brookfield Group, have been made on the basis of public disclosures made by BAM, under which all entities, (i) which control, directly or indirectly, shareholders of the Investment Manager, and (ii) the shareholders of the Investment Manager (who form part of the Brookfield Group), get consolidated for financial and regulatory reporting purposes. BAM is currently listed on the NYSE and the

TSE. All pending regulatory proceedings where all entities who are the shareholders of the Investment Manager, or which control, directly or indirectly, the shareholders of the Investment Manager, in case forming part of the Brookfield Group, are named defendants have been considered for disclosures. The threshold for identifying material litigations in such disclosures is based on periodically reviewed thresholds applied by the independent auditors of BAM and BIP in expressing their opinion on the financial statements and is generally linked to various financial metrics of BAM and BIP, including total equity. Further, all pending regulatory proceedings where all entities, which control, directly or indirectly, the Investment Manager, are named defendants have been considered for disclosures. Further, there is no outstanding litigation and regulatory action against any of the entities controlled, directly or indirectly, by the Investment Manager, as on March 31, 2023.

TRUSTEE

All outstanding civil litigation against the Trustee which involve an amount equivalent to or exceeding '1.23 crores (being 5.00% of the profit after tax as on March 31, 2023 based on the Audited Standalone Financial Statements of the Trustee for the financial year ended March 31, 2023), have been considered material and have been disclosed in this section.

(i)    Litigation involving the Trust

There are no material litigations and regulatory actions pending against the Trust as on March 31,2023.

(ii)    Litigation involving the SPVs i.e., SDIL & CDPL SDIL:

During the year, SDIL received demand orders for the financial years 2019-20 and 2020-21 of '1,057 million and '1,073 million respectively from Bihar GST Authority disallowing the input tax credits utilised by the SDIL. SDIL has disputed the aforesaid disallowance. Against the demand for the FY2019-20, SDIL has filed a writ petition before the High court and the order is awaited. Against the demand for the FY2020-21, SDIL has filed an appeal before the Appellate authority. The appeal has been admitted and is yet to be heard by the Appellate authority.

Further, subsequent to the year ended March 31, 2023, SDIL has received demand orders of '1,694 million and '2,253 million for the financial years 2019-20 and 2020-21 respectively from Uttar Pradesh GST Authority disallowing the input tax credit utilised by SDIL. SDIL will be filing an appeal against the demand orders.

SDIL has reviewed the aforesaid orders and does not foresee any provision required in this respect at this stage. SDIL is indemnified by a party for these demands except for '107 million.

CDPL:

There are no material litigations and regulatory actions pending against CDPL as on March 31,2023.

(iii)    Litigation involving the Brookfield Sponsor

There are no material litigations and regulatory actions pending against the Brookfield Sponsor as on March 31,2023.

(v)    Litigation involving the Investment Manager

There are no material litigations and regulatory actions pending against the Investment Manager as on March 31,2023.

(vi)    Litigation involving the Associates of the Investment Manager

There are no material litigations and regulatory actions pending against the Associates of the Investment Manager as on March 31,2023.

(vii)    Litigation involving the CDPL Project Manager

There are no material litigations and regulatory actions pending against the CDPL Project Manager as on March 31,2023.

(viii)    Litigation involving the Associates of the CDPL Project Manager

There are no material litigations and regulatory actions pending against the Associates of CDPL Project Manager as on

March 31, 2023.

(ix)    Litigation involving the Trustee

There are no material litigations and regulatory actions pending against the Trustee as on March 31,2023.

RISK FACTORS

Key Risks and its mitigations

Summit Digitel Infrastructure Limited

•    The Trust and SDIL are subject to certain customary restrictive covenants under the financing agreements/arrangements entered into by SDIL with the lenders that could limit its flexibility in managing the business or to use cash or other assets for the growth of business.

•    The Trust is required to maintain certain investment ratios in compliance with the SEBI InvIT Regulations. Additionally, under the SEBI InvIT Regulations, the aggregate consolidated borrowings and deferred payments, net of cash and cash equivalents, cannot exceed 70% of the value of the assets of the Trust (subject to compliance with certain conditions prescribed under the SEBI InvIT Regulations) or such threshold as may be specified under the SEBI InvIT Regulations. The Investment Manager has put in place adequate compliance management framework and the same is operating effectively. The trust is in compliance with all applicable the SEBI InvIT Regulations.

•    RJIL currently is the major contributor to SDIL's revenues and is expected to continue to contribute significantly to its revenues going forward. As a result, any and all the factors that may adversely affect the business/creditworthiness of RJIL may affect the results of operations and financial condition of SDIL. Further, any delay in payments from RJIL would adversely affect SDIL's cash flows and distributions to the unitholders. RJIL has been making all due payments to SDIL in time and is leading MNO in India with best credit rating from Rating agencies.

•    Competition in the telecommunications tower industry may create pricing pressures on SDIL. The MNOs have alternatives for obtaining similar passive infrastructure services. This could materially and adversely affect SDIL's business prospects, results of operations, cash flows and financial condition. However, RJIO is the anchor tenant on SDIL towers under a 30 year MSA. SDIL has also signed MSA with all the other MNOs and has a sharer on more than 9000 tower sites under a 10 year MSA.

•    Failure to comply with all laws and regulations applicable to its business in India or any adverse changes in such applicable laws and regulations, may materially and adversely affect the business. SDIL has put in place robust processes and tools to identify all such laws and regulations and monitor compliances under an experienced team headed by the Chief Risk Officer.

•    SDIL's substantial indebtedness could adversely affect the Trust's business, prospects, financial condition, results of operations and cashflows. SDIL's ability to meet the payment obligations under its current and future outstanding debt depends on its ability to generate significant cash flows in the future and ability to refinance it's debt. The construct of SDIL's 30 year MSA with RJIL ensures assured inflows as well as fixed operating expenses (based on long term O&M agreements) protects SDIL margins to meet debt repayment obligations. Furthermore, the Trust and SDIL has been rated AAA by 3 Credit Rating Agencies in India. SDIL has a diversified lender base with relationships with domestic Public Sector Undertakings and Private sector banks, access to domestic and international capital markets, ECBs etc. SDIL has successfully refinanced more than '120 bn debt from diversified sources.

•    A decrease in demand for telecommunications tower infrastructure in India could materially and adversely affect the ability to attract potential customers in the market. SDIL intends to actively market its Tower Sites to potential customers to improve utilization of its Tower Sites, reduce dependence on RJIL and increase revenue from operations and cash flows. SDIL has signed a 30 year MSA with RJIO as anchor tenant on each of it's tower sites. SDIL has also signed 10 year MSAs with all other MNOs in India and has been seen healthy sharer tenancy addition on its towers. With favourable regulatory environment and improving financial condition of MNOs, the telecommunication sector is on a healthy growth path.

•    SDIL may in the future, experience local community opposition to its existing sites or the construction of new sites for various reasons, including concerns about alleged health risks. As a result of such local community opposition, SDIL could be required by the local authorities to dismantle and relocate certain towers or pay a larger amount of site rental. SDIL with its O&M partners on ground has been able to manage the above risk with local government authorities with oversight from its own HSSE and compliance team.

•    SDIL's Tower Sites require an adequate and cost-effective supply of electrical power to function effectively. SDIL principally depends on power supplied by regional and local electricity transmission grids operated by the various state electricity providers. In the non-urban areas where power supply is erratic, in order to ensure that the power supply to its sites is constant and uninterrupted, SDIL also rely on batteries and diesel generator sets, the latter of which require diesel fuel and may require regulatory approval. A lack of adequate power supply and/or power outages could result in significant downtime at the Tower Sites, resulting in service level penalties becoming due to its customers. O&M partner namely Reliance Projects and Property Management Services Limited (RPPMSL) is responsible for managing availability of electrical power at SDIL sites and there is reasonable protection in our O&M agreement against service level penalties from MNOs for tower uptime performance.

•    If SDIL is unable to extend its leases, or renew on commercially viable terms, or protect its rights to the land under the towers, it could adversely affect the business and operating results. Under O&M Agreement, RPPMSL has been entrusted for managing the land lease renewals and for managing site relocations, if any.

•    SDIL is subject to various risks in the operation of the Tower Sites such as natural calamities like floods, cyclones, earthquake etc, loss due fire, theft and burglary, damage to electrical equipment due to power fluctuations etc. SDIL has taken various types of insurance coverage including cellular network and terrorism policy. SDIL is also indemnified for any damage to towers for any reason under our O&M agreement.

•    SDIL depends on various third parties to undertake certain activities in relation to the operation and maintenance and construction of the Tower Sites. Any delay, default, unsatisfactory performance or closure of business by these third parties could materially and adversely affect its ability to effectively operate or maintain the Tower Sites.

While we believe SDIL has adequate safeguards in the O&M Agreement with Reliance Projects & Property Management Services Limited (“RPPMSL”), there can be no assurance that SDIL would not be exposed to any risks or be held liable for any acts or omissions by RPPMSL or its sub-contractors. Further in terms of the O&M Agreement, RPPMSL would be responsible for meeting service level obligations of RJIL or any other third-party tenant. Any failure to meet the service level obligations could impact SDIL's business and its ability to effectively acquire new customers.

Further, under the Project Execution Agreement (“PEA”), RPPMSL has been appointed to perform work for establishment of Passive Infrastructure and related procurement, erection, installation, establishment, inspection, and testing work at the Tower Sites.

•    SDIL's inability to successfully integrate, recruit, train, retain and motivate new management team of SDIL may adversely affect its business. SDIL has built a suitable team to run the business of SDIL with experience in telecom tower industry. SDIL has also put in place a robust performance management and reward processes, talent retention and succession planning to

ensure growth of SDIL business.

•    SDIL may suffer financial loss and/or reputational damage resulting from fraud, bribery, corruption, other illegal acts, inadequate or failed Anti-Bribery and Anti-Corruption (“ABC”) internal processes or systems, or from external events, ABC risk due to potential instances of corruption / bribery by O&M Service Provider. SDIL has adopted strong ABC Policies, Gift and Entertainment Policy, Third Party Management Policy, Code of Conduct with periodic mandatory training to employees to safeguard against above risks. In the agreements executed with RPPMSL, there are provisions to ensure compliance with ABC policies comparable with SDIL.

•    SDIL may have instances of failures of Tower due to lack of site maintenance / fires leading to injuries and fatalities. Untimely, or non-maintenance of towers might result into collapse of towers leading to fatalities/serious injuries to public or property damage, fall of equipment from top leading to asset damage or injury, fire at unattended tower sites, or collapse of any other passive infrastructure at the tower site leading to loss of assets or harm to personnel's/public, electric short circuit igniting flammable material leading to fire and asset damage or few injuries. Under PEA and O&M Agreements, RPPMSL is responsible for the maintenance of site. Any incident concerning Health & Safety directly impacts the reputation of SDIL and will disrupt the operations in the short run/long run and also attract penalty from regulators or law enforcement agencies. SDIL has set up an industry leading Health & Safety team with national coverage that verifies the safety processes followed by its O&M partner. SDIL also has its Operations function to review and validate that adequate maintenance is being performed by RPPMSL.

•    Changes in legislation or the rules relating to tax regimes could materially and adversely affect the business, prospects and results of operations, return to unitholders. SDIL has defined processes and process owners to monitor such changes and develop appropriate mitigation measures to minimise the adverse impact of such changes, if needed.

Crest Digitel Private Limited

•    Indian Telecom Infrastructure companies are affected on account of global supply chain disruption, commodity shortages as economies are recovering from the COVID-19 pandemic. Rising inflation may continue to adversely affect CDPL through increased supply and services costs. Domestic inflation across our market is also elevated due to recent geopolitical events such as the war in Ukraine. Dependency on Chinese Supplies may be impacted, cut off or attract higher Custom duties due to trade embargo resulting from unforeseen factors like geopolitical issues and/or Covid Pandemic etc.

•    Opcos wanting to renegotiate existing contracts which could materially and adversely impact our business. Further, changes in our customer's business model or new technologies could make our digital connectivity infrastructure business less desirable thus resulting in lower business returns. Moreover, our business is linked to the Operator's business viability and any factor impacting the Operator including their financial condition, regulatory & policy changes and competitive scenario can impact our business as well.

•    Competition from National IBS players and National/local Small Cell players - Our industry is highly competitive, and our customers have numerous alternatives in leasing communications infrastructure assets. Competition due to pricing or alternative contractual arrangements from other IP-1 players could impact our market share and profitability. Operators may prefer their own infrastructure set up or setting up tower through their interconnected undertakings.

•    CDPL's operations are subject to various national, state, and local environmental and occupational safety and health laws and regulations in India. Failure to conform with them might adversely affect the business. Further, any change in the telecom regulatory framework or policy may impact our business.

•    CDPL's business is dependent on the Indian economy 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 its business.

•    CDPL's performance is linked to the stability of policies and the political situation in India.

•    Players like the builders and developers themselves getting in to market by deploying Capex and dealing with operators directly.

•    Any lockdowns due to COVID or any other factor will impact footfalls in malls, corporate buildings and airports/metros leading to lack of use and may impact revenue.

•    Terrorist attacks or a war could adversely affect CDPL business, operational results, and financial condition.

•    Infrastructure where it operates is subject to the risk of earthquakes, floods, tsunamis, storms, pandemics, and other natural and manmade disasters.

•    Climate change risks are increasingly manifesting in its business as strategic risks, physical risks and transitional (market and compliance) risks, which if not managed adequately can affect its operations and profitability.

•    High attrition of skilled employees impacts the overall delivery schedules of the operators.

INFORMATION OF THE CONTACT PERSON OF THE TRUST

Ms. Puja Tandon

Compliance Officer

Address: Unit 1,9^th Floor, Tower 4, Equinox Business Park, LBS Marg, Kurla (W), Mumbai-400070.

Tel: 022 69075252 | Email: secretarial@summitdigitel.com

Date: May 26, 2023