India Infrastructure Trust

India Infrastructure Trust was set up by Rapid Holdings 2 Pte Ltd. (Sponsor) on November 22, 2018, as a contributory irrevocable trust under provisions of the Indian Trusts Act, 1882. The Trust was registered as an infrastructure investment trust under Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (SEBI InvIT Regulations) on January 23, 2019. The investment objectives of the Trust are to carry on the activities of an infrastructure investment trust, as permissible under the SEBI InvIT Regulations, by initially acquiring the Initial Portfolio Asset in the first instance and to make investments in compliance with the provisions of the SEBI InvIT Regulations. The Sponsor of the Trust is Rapid Holdings 2 Pte Ltd ('Sponsor'), a private company incorporated in Singapore. The Sponsor is part of the Brookfield Asset Management Inc. ('BAM') group. BAM is a global alternative asset manager, with approximately US$332 billion of assets under management worldwide, as on September 30, 2018. Brookfield's infrastructure group owns and operates one of the largest infrastructure portfolios in the world, with approximately US$54 billion of assets under management as of September 30, 2018. Brookfield Infrastructure's assets under management span the utilities, transport, energy and renewable power sectors, and include operations throughout North America, South America, India, Australia, Europe and Asia. Brookfield has been active in India since 2009 and has executed several successful investments in the country. ECI India Managers Private Limited, a company incorporated in Mumbai, is the project manager of the Trust. ECI India is a wholly owned subsidiary of the Sponsor. Axis Trustee Services Limited (Axis Trustee'), a company incorporated in Mumbai, is the Trustee of the Trust. The Initial Portfolio Asset of Trust is a pipeline system used for the transport of natural gas ('Pipeline'). The Pipeline is a cross-country, natural gas pipeline with a pipeline length of approximately 1,480 km including spur lines (together with compressor stations and operation centres), that stretches from Kakinada, Andhra Pradesh, in the east of India, to Bharuch, Gujarat, in the west of India, traversing adjacent to major cities in the states of Andhra Pradesh, Telangana, Karnataka, Maharashtra and Gujarat. The Trust had issued 66,40,00,000 units at an Issue Price of Rs. 100 each aggregating to Rs. 6,640 Crore on March 18 and 19, 2019, which were listed on BSE Limited w.e.f. March 20, 2019. The Trust completed its first investment on March 22, 2019. Since the year of formation and upto the date of this Report, the Trust has only one asset i.e. the PIL Pipeline. Pursuant to Scheme of Arrangement between East West Pipeline Limited (EWPL) and Pipeline Infrastructure Limited (PIL), as sanctioned by National Company Law Tribunal, Mumbai Bench and Ahmedabad bench, pipeline business comprising an asset value of Rs. 17,050 Crore and liabilities of Rs. 16,400 Crore was transferred from EWPL to PIL as a going concern in Y 2018-19. On 18 March 2019, the Trust acquired 100% of the issued equity shares of Pipeline Infrastructure Limited (PIL) (name changed from Pipeline Infrastructure Private Limited consequent upon conversion from a private limited company to a public limited company w.e.f April 25, 2019) which owns and operates the Pipeline. On March 22, 2019 Trust acquired 100% controlling interest in Pipeline Infrastructure Limited (PIL/SPV) from Reliance Industries Holding Private Limited (RIHPL). PIL owns and operates the ~1,480 km natural gas transmission pipeline, including dedicated lines, (together with compressor stations and operation centres) (the Pipeline) from Kakinada in Andhra Pradesh to Bharuch in Gujarat. On 22 March 2019 the Trust was allotted 12,95,00,000 INR denominated, unlisted, secured, redeemable, non-convertible debentures of face value of Rs 1,000 each, aggregating to Rs 12,950,00,00,000 on private placement basis (the 'PIL NCDs'), from which the Trust derives interest income. On 22 March 2019 the beneficial management control of PIL transferred to the Trust. As at 31 March 2019, the Trust had 63,700 Non-convertible Debentures (Trust NCDs') issued to banks and non-bank financial institutions, the proceeds of which were used to partially invest in the above mentioned PIL NCDs. The Trust NCDs attracted a coupon rate of 9.2786% payable quarterly and had a maturity of 5 years. On 23 April 2019 PIL issued Rs 64,520 millions of NCDs to banks and non-bank financial institutions. The proceeds were used by PIL to immediately repay 645,200,000 of PIL NCDs, and in turn the Trust used the proceeds to repay in full the 63,700 of the Trust NCDs at a clean redemption price of Rs 1012873 per NCD. In January 2020, the Pipeline Business was re-certified to Quality Management System (ISO 9001:2015), Environment Management System (ISO 14001:2015) and Occupational Health & Safety Management System (ISO 45001:2018) by M/s. Bureau Veritas India Private Limited consecutively for 3rd time. During the year 2019-20, i.e. on 23 April 2019, PIL has redeemed 6,45,20,000 NCDs of Rs. 1,000 each aggregating to Rs. 6,452 Crore, at par, out of 12,95,00,000 NCDs issued on 22 March 2019. Further, during the year, pursuant to the mutual agreement between the Trust and PIL, and in line with the terms of issuance of the aforesaid NCDs, PIL had made payment of an aggregate amount of Rs. 295.32 Crore as Principal, from time to time, towards partial re-payments of the remaining 6,49,80,000 NCDs of Rs. 1,000 each, thereby proportionately reducing the face value of NCDs. Accordingly, as on 31 March 2020, the face value of the remaining 6,49,80,000 NCDs of Rs. 1,000 each has been reduced to Rs. 954.55 each. During Pursuant to the Return of Capital as a part of distributions made by the Trust from time to time during the period under review, the issued unit capital of the Trust as on 31 March 2020 is 66,40,00,000 units of Rs. 91.0321 each aggregating to Rs. 6,044.53 Crore. In 2021-22, the Sponsor is held 96.40% by Rapid Holdings 1 Pte. Ltd., a Company incorporated in Singapore and 3.60% by CIBC Mellon Trust Company (ATF Ontario Power Generation Inc. Pension Fund), a pension fund established in Canada. Rapid 1 is held 71.43% by BIF III India Holdings (Bermuda) L.P., a Limited Partnership incorporated in Bermuda and 28.57% by BIP BIF III AIV (Bermuda) L.P., a Limited Partnership incorporated in Bermuda. Further, during the year 2022-23, pursuant to the mutual agreement between the Trust and PIL, and in line with the terms of issuance of the aforesaid NCDs, PIL had made payment of an aggregate amount of Rs. 314.82 Crore as Principal, from time to time, towards partial re-payments of the remaining 6,49,80,000 NCDs of Rs. 1,000 each, thereby reducing the face value of NCDs to Rs. 830.90 as on March 31, 2023. Accordingly, as on March 31, 2023, the Trust had an outstanding investment of Rs. 5,997.19 Crore in PIL NCDs which includes fair valuation gain of Rs. 1,339.29 Crore. The Company was a subsidiary of Brookfield Manager Holdings Limited (BMHL) - an affiliate of Brookfield Corporation (BN). During year 2023-24, pursuant to an internal re-structuring, the existing shareholders transferred their holdings w.e.f. February 7, 2024, as under: BMHL transferred 83,39,557 equity shares of the Company to BIF III Rapid IM HoldCo Pte. Ltd. (BIF III Rapid), an entity incorporated in Singapore; and Brookfield India GP ULC transferred 1 equity share of the Company to BIF IV Jarvis IM HoldCo Pte Ltd (as a nominee of BIF III Rapid), an entity incorporated in Singapore. Consequent to the above mentioned transfer of shares, the Company became a step-down subsidiary of BMHL (now held through BIF III Rapid) w.e.f. February 7, 2024.