Board Committees

The Board has constituted the Audit Committee pursuant to a resolution dated January 27, 2025, for the purpose of assisting the Board in fulfilling its fiduciary responsibilities towards the Investment Manager in the best interest of all stakeholders of the Trust and the Project SPVs/ Holdco. The Audit Committee is in compliance with Section 177 and other applicable provisions of the Companies Act, 2013, the InvIT Regulations and Regulation 18 and 21 of the SEBI Listing Regulations. The Audit Committee consists of the following members:

1. Mr. Anand Raghavan (The Chairperson)
2. Ms. Uma Shanmukhi Sistla
3. Ms. Aditi Kumar

The Audit Committee shall perform and discharge (under the overall supervision of the Board) the authority and responsibility so granted to it, in the manner it may deem fit and proper, in the best interest of the Trust, and in accordance with the policies adopted by the Investment Manager from time to time. The key terms of reference of the Audit Committee are set out below:

1. oversight of the Trust’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of the statutory auditors of the Trust and the audit fee, subject to the approval of the unitholders;
3. approval of payment to statutory auditors of the Trust for any other services rendered by the statutory auditors;
4. reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:
1. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of Clause C of Sub-Section (3) of Section 134 of the Companies Act, 2013
2. changes, if any, in accounting policies and practices and reasons for such change;
3. major accounting entries involving estimates based on the exercise of judgment by management;
4. significant adjustments made in the financial statements arising out of audit findings;
5. compliance with listing and other legal requirements relating to financial statements;
6. disclosure of any related party transactions; and
7. qualifications/ modified opinions in the draft audit report;
5. recommending such related party transactions to the IM Board or the unitholders, as may be required under the InvIT Regulations
6. reviewing, with the management, the periodic financial statements, including but not limited to quarterly, half-yearly and annual financial statements of the Trust whether standalone or consolidated or in any other form before submission to the Board for approval;
7. reviewing, with the management, the statement of uses/application of funds raised through an issue of units by the Trust (public issue, rights issue, preferential issue, private placement, etc.), and any issue of debt securities and the statement of funds utilized for purposes other than those stated in the offer documents /notice and making appropriate recommendations to the IM Board for follow-up action;
8. reviewing and monitoring the statutory auditor’s independence and performance, and effectiveness of audit process;
9. approval or any subsequent modification of transactions of the Trust with related parties; (x) scrutiny of loans and investments of the Trust;
10. reviewing valuation reports of the Trust required to be prepared under applicable law, periodically, and as required, under applicable law;
11. valuation of undertakings or assets of the Trust, wherever it is necessary;
12. evaluation of internal financial controls and risk management systems of the Trust;
13. reviewing, with the management, performance of statutory auditors of the Trust, adequacy of the internal control systems as necessary;
14. reviewing the adequacy of internal audit function, if any of the Trust, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
15. discussion with internal auditors, if any, of any significant findings relating to the Trust and follow up there on;
16. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
17. reviewing and monitoring the independence and performance of the valuer of the Trust;
18. discussion with statutory auditors and valuers of the Trust before the audit or valuation commences, respectively, about the nature and scope of audit as well as post-audit/valuation discussion to ascertain any area of concern;
19. Monitoring the end use of funds raised pursuant to an offer of the units of the Trust in accordance with the InvIT Regulations;
20. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, and creditors;
21. giving recommendations to the Board regarding appointment, re-appointment and replacement, remuneration and terms of appointment of the valuer of the Trust;
22. evaluating any defaults or delay in payment of distributions to the unitholders or dividends by the SPVs to the Trust and payments to any creditors of the Trust or the SPVs, and recommending remedial measures;
23. Reviewing management’s discussion and analysis of financial condition and results of operations of the Trust;
24. Reviewing the statement of significant related party transactions, submitted by the management;
25. Granting omnibus approval for related party transactions (which approvals shall be valid for a period not exceeding one year from the date of each such approval, and related party transactions undertaken after the expiry of such period shall require fresh approval of the Audit Committee);
26. Review, on a quarterly basis, of the details of related party transactions entered into by the Trust pursuant to the omnibus approval
27. Reviewing the management letters/internal audit reports and letters of internal control weaknesses issued by the statutory auditors or internal auditors of the Trust;
28. to review the functioning of the whistle blower mechanism;
29. approval of appointment of chief financial officer/ finance head after assessing the qualifications, experience and background, etc. of the candidate;
30. reviewing the utilization of loans and/or advances from/investment by the Trust in the SPV exceeding ₹1,000 million or 10% of the asset size of the SPV, whichever is lower including existing loans/advances/ investments;
31. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Trust and its unitholders;
32. Approving any management information systems or interim financial statements to be submitted by the Trust to any unitholder or regulatory or statutory authority;
33. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee;
34. Reviewing the statement of deviations for Trust:
1. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations; and
2. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the Listing Regulations.
35. Formulating any policy for the Investment Manager as necessary, in relation to its functions, as specified above; and
36. Performing such other activities as may be delegated by the IM Board and/ or are statutorily prescribed under any law to be attended to by the Audit Committee.

The Board has constituted the Nomination and Remuneration Committee pursuant to a resolution dated January 27, 2025, for the purpose of assisting the Board with the appointment and removal, qualifications, performance evaluation, nomination and remuneration of directors on the Board of the Investment Manager. The Nomination and Remuneration Committee consists of the following members:

1. Mr. Mahalingam Seturaman (The Chairperson)
2. Mr. Sargunaraj Ravichandran
3. Mr. Anand Raghavan

The Nomination and Remuneration Committee shall perform and discharge (under the supervision of the Board) the authority and responsibility so granted to it, in the manner it may deem fit and proper, in the best interest of the Trust, and in accordance with the policies adopted by the Investment Manager from time to time. The Nomination and Remuneration Committee is in compliance with Section 178 and other applicable provisions of the Companies Act, 2013, the InvIT Regulations and Regulation 19 of the SEBI Listing Regulations. The key terms of reference of the Nomination and Remuneration Committee are set out below:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
1. use the services of an external agencies, if required;
2. consider candidates from a wide range of backgrounds, having due regard to diversity; and
3. consider the time commitments of the candidates
3. formulation of criteria for evaluation of performance of independent directors and the board of directors;
4. devising a policy on diversity of Board of Directors;
5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;
6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
7. recommend to the board, all remuneration, in whatever form, payable to senior management

The Board has constituted the Risk Management Committee pursuant to a resolution dated January 27, 2025, for the purpose of assisting the Board in fulfilling its fiduciary responsibilities towards the Investment Manager in the best interest of all stakeholders of the Trust and the Project SPVs/ Holdco. The Risk Management Committee is in compliance with Section 177 and other applicable provisions of the Companies Act, 2013, the InvIT Regulations and Regulation 18 and 21 of the SEBI Listing Regulations. The Risk Management Committee consists of the following members:

1. Mr. P.S. Jayakumar (The Chairperson)
2. Ms. Uma Shanmukhi Sistla
3. Mr. Ramnath Subramaniam

The Risk Management Committee shall perform and discharge (under the overall supervision of the Board) the authority and responsibility so granted to it, in the manner it may deem fit and proper, in the best interest of the Trust, and in accordance with the policies adopted by the Investment Manager from time to time. The key terms of reference of the Risk Management Committee are set out below:

1. A framework for identification of internal and external risks specifically faced by the Trust, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee;
2. Measures for risk mitigation including systems and processes for internal control of identified risks;
3. Business continuity plan;
4. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Trust
5. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
6. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
7. To keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken;
8. To coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board of Directors;
9. The appointment, removal and terms of remuneration of the chief risk officer (if any) shall be subject to review by the Risk Management Committees.

The Board has constituted the Stakeholders’ Relationship Committee pursuant to a resolution dated January 27, 2025,, for the purpose of assisting the Board with resolving the grievances of the security holders of the Investment Manager including, inter alia, complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates and general meetings. The Stakeholders’ Relationship Committee is in compliance with Section 178 and other applicable provisions of the Companies Act, 2013, the InvIT Regulations and Regulation 20 of the SEBI Listing Regulations. The Nomination and Remuneration Committee consists of the following members:

1. Mr. Sargunaraj Ravichandran (The Chairperson)
2. Mr. Anand Raghavan
3. Ms. Aditi Kumar

The Stakeholders’ Relationship Committee shall perform and discharge (under the supervision of the Board) the authority and responsibility so granted to it, in the manner it may deem fit and proper, in the best interest of the Trust, and in accordance with the policies adopted by the Investment Manager from time to time. The key terms of reference of the Stakeholders’ Relationship Committee are set out below:

1. Resolving the grievances of the security holders of the Trust and/or the Investment Manager including complaints related to transfer/transmission of units, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by unitholders of the Trust and/or shareholders of the Investment Manager;
3. Review of adherence to the service standards adopted by the Trust and/or the Investment Manager in respect of various services being rendered by the Registrar; and
4. Review of the various measures and initiatives taken by the Trust and/or the Investment Manager for reducing the quantum of unclaimed distributions as applicable and ensuring timely receipt of annual reports/statutory notices by the unitholders of the Trust.

The Board has constituted the Investment Committee pursuant to a resolution dated January 27, 2025, for the purpose of formulating the strategic investments plan, to review every investment and divestment decision of the Trust and the Project SPVs/ Holdco, to evaluate, analyse and execute various mergers and acquisitions. The Investment Committee consists of the following members:

1. Ms. Uma Shanmukhi Sistla (The Chairperson)
2. Mr. P.S. Jayakumar
3. Mr. Anand Raghavan

The Investment Committee shall perform and discharge (under the supervision of the Board) the authority and responsibility so granted to it, in the manner it may deem fit and proper, in the best interest of the Trust, and in accordance with the policies adopted by the Investment Manager from time to time. The key terms of reference of the Investment Committee are set out below:

1. to formulate strategic investment decisions and the expenditures to be involved;
2. to review every investment and divestment transaction, including the terms of such transaction, with respect to the underlying assets or projects of the Trust and the Project SPVs/ Holdco including any further investment or divestment;
3. to review any transactions that are proposed to be entered into by the Trust that have a potential for a conflict of interest in the assessment by the members of the Investment Committee or Board or Sponsor and refer to the Board for a final resolution thereof;
4. to evaluate, review and recommend to the Board the various mergers and amalgamations or takeover or acquisitions opportunities;
5. to review periodically the portfolio investments and monitor the assets of the Project SPVs/ Holdco;
6. to receive reports from the valuers with respect to valuation of any assets or projects of the Trust;
7. to identify insurance agencies and enter into contract to secure the underlying assets and projects from any financial losses; and
8. to consider any other additional matters, as may be delegated by the Board.

The Board has constituted the InvIT Committee pursuant to a resolution dated January 27, 2025, for the purpose of managing, operating and supervising the functioning of the Trust. The InvIT Committee consists of the following members:

1. Mr. P.S. Jayakumar (The Chairperson)
2. Mr. S. Ravichandran

Amongst others, the Board has delegated to the InvIT Committee the authority and responsibility of performing all activities in relation to the proposed offer by the Trust and any future issues that may be undertaken by the Trust. The InvIT Committee shall perform and discharge (under the overall supervision of the Board) the authority and responsibility so granted to it, in the manner it may deem fit and proper, in the best interest of the Trust, and in accordance with the policies adopted by the Investment Manager from time to time. The key terms of reference of the InvIT Committee are set out below:

1. to prepare, finalize and approve the offer documents for the Offer and filing (and if deemed necessary, withdrawing) the same with any authority or persons as may be required;
2. to arrange the delivery and execution of all contracts, agreements and all other documents, deeds and instruments as may be required or desirable in connection with the Offer;
3. to negotiate, enter into, terminate and execute, agreements in relation to the Trust and the Offer, including agreements with investors, merchant bankers, lead managers, legal advisors, depository, custodian, registrar, escrow agent and any other intermediaries or parties in connection with the Offer, including any amendments or supplements thereto, as necessary or appropriate;
4. to authorise and approve the incurring of expenditure and payment of fees, commission, remuneration and expenses in connection with the Offer;
5. to open such bank accounts and demat accounts as may be required for the Offer;
6. issuing all documents and authorising one or more officers of the Company to sign all or any of the aforementioned documents;
7. to appoint the intermediaries, agents or service providers as may be required for the purposes of the Offer; and
8. to do all such acts, deeds, matters and things and execute all such other documents, etc. as may be deemed necessary or desirable for the Offer.