Intelligent Supply Chain Infrastructure Trust

Intelligent Supply Chain Infrastructure Trust was established by Reliance Retail Ventures Limited (RRVL) on August 17, 2022, as a contributory irrevocable trust under the provisions of the Indian Trusts Act, 1882 pursuant to an Indenture of Trust' executed between the Sponsor and Axis Trustee Services Limited as the 'Trustee' of the Trust. Infinite India Investment Management Limited (IIIML) is the Investment Manager of the Trust and Jio Infrastructure Management Services Limited is the Project Manager. The Trust was registered as an infrastructure investment trust under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (the SEBI InvIT Regulations) on February 27, 2023. The Trust has been established with the objective of undertaking activity as an Infrastructure Investment Trust in accordance with the SEBI InvIT Regulations. The Trust holds 100% of the equity share capital in Intelligent Supply Chain Infrastructure Management Private Limited (ISCIMPL/ Warehouse Co) which operates a pan-India network of operational warehouses of approximately 12.89 million square feet as of March 31, 2024. The Trust entered into the SPA with the Sponsor, in terms of which the Trust upon completion of the Issue and prior to the Allotment of Units acquired from the Sponsor, 100% of the equity shareholding of the Warehouse SPV. The Trust through the Warehouse SPV own logistics infrastructure assets, including plant and equipment, apparatus, fixtures and fittings and other movable assets and all utilities, and added infrastructure provisions as sought by local bodies/authorities, including the infrastructure required for construction and commissioning of the Warehouses. Secondly, the Warehouse SPV in turn entered into the Asset Purchase and Sale Agreement with the Sponsor to acquire the Logistics Infrastructure from the Sponsor, for an aggregate consideration costing Rs. 4,261.35 crore. The Logistics Infrastructure got transferred to the Warehouse SPV prior to Allotment of the Units in the Issue and post the acquisition of 100% of the equity shareholding of the Warehouse SPV by the Trust. The Warehouse SPV again entered into the WUA to provide warehousing services to its anchor customer, RRVL, who act as a Sponsor. The Trust undertook an initial offer of its units dated October 25, 2023, and raised Rs 3,048 Crore by the issue of 30,48,00,000 Units at an issue price of Rs 100 per Unit and got the units listed on BSE Limited since October 26, 2023. During the financial year ended March 31, 2024, the Trust acquired 100% of the equity share capital of ISCIMPL from the Sponsor for a consideration of Rs. 100 Crore via share purchase agreement on October 25, 2023, immediately on the completion of the initial offer of units by the Trust. ISCIMPL took over the operations and maintenance of 64 operating warehouses (Initial Portfolio) spread across 34 cities across India including the key warehousing hubs of Delhi, NCR, Mumbai, Bengaluru, Chennai, Kolkata, Ahmedabad, Pune and Hyderabad. ISCIMPL also entered into an Asset Purchase and Sale Agreement with the Sponsor to acquire the various assets that are deployed at these 64 warehouses.