PGInvIT AR24 Final Compressed
PGInvIT AR24 Final Compressed
OF
ASSETS ASSURANCE ADVANTAGE
CORPORATE
OVERVIEW P. 02
02 The Power of AAA
06 Chairman’s Message
Introduction to PGInvIT
08 About PGInvIT
11 Parties to PGInvIT
14 Growth enablers
16 Board of Directors
17 Key Personnel
Our Exceptional Assets Portfolio
19 Overview of Initial Portfolio Asset
Evaluating our Performance for FY 2023-24
26 CEO’s Review
27 Financial performance
28 Operational performance
Navigating our Strategic Landscape
33 Opportunity landscape
34 Competitive positioning
36 Strategic positioning
ESG Overview
39 Environment
40 Social
42 Governance
STATUTORY
REPORTS P. 43
44 Management Discussion and Analysis
49 Mandatory Disclosures
54 Report on Corporate Governance
FINANCIAL
STATEMENTS P. 70
71 Standalone Financials
104 Consolidated Financials
ASSETS
5 operational and revenue-generating Inter-State Transmission System (ISTS) assets having
sound operational track record maintaining high availability, reliability and safety.
ASSURANCE
Assets implemented under Tariff-Based Competitive Bidding (TBCB) mechanism on
Build - Own - Operate – Maintain (BOOM) basis, with a 35-year contract period and minimal
risk of regulatory reset of transmission charges backing of India’s largest transmission utility
as Sponsor and Project Manager
ADVANTAGE
Availability-based Fixed tariffs pursuant to long-term TSAs – High visibility on cash flows
Low leverage – Debt-funded acquisition strategy for upcoming acquisition opportunities
Growth Opportunity – Large-scale investments in power transmission to create acquisition
opportunities
7.62%
Operating expenses to total
income
Zero-accident
Accident-free operations
Dividend (exempt)
` 2.91, 8.43% ` 12 per unit
Distribution guidance
` 34.50*
Interest for FY 2024-25
Dividend (taxable)
` 22.52, 65.28%
` 5.54, 16.06%
4.50
` 34.50
3.00
3.00
3.00
3.00
3.00
3.00
3.00
3.00
3.00
3.00
Nov’23
Aug’22
Nov’21
Aug’23
Jun’22
Jan’22
Jan’23
Jan’24
Dear Unitholders,
It is with great pleasure that I present to you the third Annual
Report of PGInvIT, the InvIT established by POWERGRID, a
Maharatna, Central Public Sector Enterprise. PGInvIT aims to propel
investment-led growth while providing both the general public and
institutional investors with opportunities to engage in and benefit
from the fast expanding infrastructure sector of India. I am pleased
to report that since our listing in May 2021, PGInvIT has consistently
delivered stable distributions to its unitholders.
During FY 2023-24, we announced a our SPVs, showcasing our commitment as This underscores our dedication to
distribution of ` 12 per unit, successfully responsible corporate citizen. We have a delivering value to our Unitholders.
meeting our annual guidance. This was strong corporate governance framework
supported by the sound operational and well-defined policies related to Gratitude and Appreciation
performance of our underlying assets. transactions with related parties, I extend my sincere gratitude to the
Since our listing, we have made a distribution, and borrowing, aligned Government of India and SEBI for their
total of 11 distributions, cumulatively with InvIT Regulations, to safeguard the initiatives in establishing investment
amounting to ` 34.50 per unit distributed interests of our Unitholders. vehicles like InvITs and for providing
to our Unitholders Including distribution a robust regulatory and taxation
declared on May 22, 2024. Strategic priorities for the future framework. Their efforts have greatly
The power transmission sector is poised facilitated the development and success
Leveraging the power of AAA to capitalize on the economic growth of PGInvIT.
PGInvIT initially acquired five power cycle, with increasing investments in the
transmission SPVs from POWERGRID coming years. As per CTU’s Rolling Plan for I am deeply thankful to the colleague
following its initial public offering. 2028-29, it is estimated that transmission Board members for their insightful
These assets are fully operational and projects worth ` 95,997 crore. guidance, to the management team
generate revenue, with a solid operational are under construction and ` 1,98,645 for their strategic leadership, and to
track record and an average availability are under planning/bidding/approval. all our employees for their exceptional
above the normative availability of 98% This investment will be largely facilitated commitment and hard work. I would
since the start of operations. The assets through the competitive bidding process, like to express my appreciation to
have a 35-year contract period under the presenting significant acquisition the Project Manager for the excellent
Tariff-Based Competitive Bidding (TBCB) opportunities for an investment vehicle management of our assets and extend
mechanism and have the backing of like PGInvIT. We expect to complete the my heartfelt thanks to our Trustee for its
POWERGRID, serving as both Sponsor acquisition of the remaining 26% equity continued support.
and Project Manager. Additionally, the shareholding from our Sponsor in four
advantage of availability-based tariffs of our SPVs. We are engaging with state Most importantly, I am profoundly
provide high visibility on cash flows governments regarding the monetization appreciative of the unitholders of
and mitigate regulatory uncertainty. of their operational power transmission PGInvIT. Your ongoing trust and
Leveraging the power of AAA - Assets, assets following the Ministry of Power’s confidence in our vision and operations
Assurance, and Advantage, PGInvIT guidelines. We are also prepared for drives us forward. We are committed to
is dedicated to create value for its any monetization made by our Sponsor rewarding your faith and look forward to
Unitholders. through InvIT. your continued support as we strive to
create lasting value.
Importance of sustainability Leveraging its unique strengths, along
Sustainability forms the cornerstone of with top credit ratings and the trust Yours Sincerely,
our operations. Under the guidance of of investors and lenders, PGInvIT is
our Project Manager, we are integrating strategically positioned to capitalize on Abhay Choudhary
ESG best practices into the operations of emerging acquisition opportunities. Chairman
AT A GLANCE
OUR STRUCTURE
100%
3
POWERGRID Unchahar IDBI Trusteeship Services
26% in each IPA1
Project Manager
74% in 100%
each IPA
1 Balance 26% equity shareholding has become eligible for acquisition in a phased manner, following the expiry of the lock-in conditions under the
TSA: PKATL (July 2022), PPTL (June 2023), PWTL (July 2023), and PJTL (January 2024)
2 Holds 136.5 million units
3 Total 910.0 million units
4 Hold 773.5 million units
The InvIT Assets shall distribute at least 90% The Trust shall distribute at least 90% of the
of their Net Distributable Cash Flows (NDCF) Distributable Income to the Unitholders at least
to the Trust once every quarter
#
till 31.03.2024
PGInvIT has a unitholder base of over 160,000, making it one of the largest among public Infrastructure Investment
Trusts (InvITs) in India. This substantial figure is a testament to our strong reputation, robust business model, and
commitment to delivering value, which have collectively garnered the trust and confidence of a diverse investor
base. Our sponsor, POWERGRID, holds 15% of the units, which are subject to a lock-in period of three years from
the date of listing, in accordance with InvIT regulations. POWERGRID continues to hold 15% of units of PGInvIT
and the same underscores our sponsor’s commitment to our long-term success and stability, enhancing investor
confidence in our operational and financial governance.
Unitholding Pattern
(Total Outstanding Units: 910 million)
15.00% 30.93%
Sponsor Individuals
20.79%
Foreign Portfolio
Investors
7.00% 14.30%
Others
Insurance
Companies
7.40% 4.58%
Mutual Funds
Pension and
Provident Funds
MARQUEE INVESTORS
Parties to PGInvIT
Our Sponsor, POWERGRID, is a Maharatna Central Public Sector The success of POWERGRID is supported by its robust
Enterprise (CPSE) under the Ministry of Power, Government leadership team, comprising highly experienced and
of India, and is publicly listed on the NSE and BSE. It is one of professional government-appointed directors who bring
the world’s largest transmission companies, involved in the strategic insight from industry and social connections.
design, financing, construction, operation, and maintenance of This leadership is pivotal in guiding the Company’s overall
power transmission projects across India. In addition to its core strategic direction. The management team, with their deep
operations, POWERGRID offers transmission and distribution domain knowledge in technical and financial aspects of the
consultancy services and has a presence in 23 countries. transmission business, plays a crucial role in POWERGRID’s
POWERGRID through its subsidiary also operates in the Indian ability to successfully negotiate, structure, and finance power
telecom infrastructure sector. transmission investments.
The strengths and capabilities of POWERGRID provide PGInvIT with a significant competitive advantage,
enhancing our operational efficiency and enabling us to maintain strong industry relationships. This backing is
instrumental in our pursuit to optimise value creation and service excellence in the power transmission sectors.
Certifications
PAS 99:2012 ISO 14001:2015 SA 8000:2014 ISO 27001:2013
Integrated Common Environmental Social Accountability Information Security
Management System Management System System Management System
1 In transmission lines length ckm | 2 As per DPE(GoI) PE Survey 2022-23 | 3 According to Platts Top 250 Global Energy Company
Rankings | 4 As per POWERGRID Q4 FY 2023-24 Investor Presentation | 5 Based on CEA Report for March 2024
18 24 32+ years
Operational TBCB projects Under construction Experience in establishment
(13 ISTS; 5 InSTS) ISTS project and O&M of power
transmission systems
Note:
• The roles and responsibility are indicative. Detailed roles
and responsibilities are in accordance with applicable
InvIT Regulations
• There has been no change in the Sponsor and Project
Manager during the period
IDBI TRUSTEESHIP
SERVICES LIMITED (ITSL)
IDBI Trusteeship Services Limited is a trusteeship
company registered as a debenture trustee under the
POWERGRID UNCHAHAR TRANSMISSION Securities and Exchange Board of India (Debenture
LIMITED (PUTL) Trustees) Regulations, 1993. It was established on
PUTL, a wholly-owned subsidiary of POWERGRID has February 14, 2017, and is promoted by IDBI Bank,
been engaged in the power transmission business since Life Insurance Corporation and General Insurance
FY 2013-14. It owns and operates 106.74 ckm Corporation. It offers trusteeship services to corporates
transmission project implemented under tariff based across diverse industries, domestic and foreign banks
competitive bidding mechanism and has a sound track and financial institutions.
record of operational performance.
Role and responsibility
Role and responsibility To execute Trust Deed with Sponsor
To enter Into Investment Management Agreement Ensuring that business activities and investment
Managing the Trust and the Initial Portfolio Assets policies comply with the provisions of the SEBI
InvIT Regulations, including the distribution of
Setting strategic direction, including in relation to
dividends and voting
future acquisitions, divestment, or enhancement
of assets Appointing Investment Manager and Project
Manager in accordance with the SEBI InvIT
Coordinating with Trustee for various operations
Regulations and applicable law
Conducting business efficiently in the best
Monitoring the activities of Investment Manager
interest of the Unitholders
(in terms of the Investment Management
Maintaining proper books of accounts, documents Agreement) and Project Manager (in terms of
and records and ensuring audits the Project Implementation and Management
Agreement)
Provide SEBI and stock exchanges, such
Note
information as sought by them
• There has been no change in the Investment Manager
during the period
• There has been no erosion in the networth of the Investment Note
Manager during the period
• There has been no change in the Trustee during the period
The roles and responsibility are indicative. Detailed role and responsibilities are in accordance with applicable InvIT Regulations
Our sponsor and project manager, POWERGRID, brings over 32 years of extensive expertise in
power transmission and has strong credentials in the TBCB mechanism, which provides us with
a significant competitive edge. Awarded the prestigious Maharatna status, POWERGRID enjoys
strategic and operational flexibility along with enhanced financial autonomy in investment
32+ years
of expertise brought
decisions. This status is critical as it plays a pivotal role in the Government of India’s ambitious
in by POWERGRID
vision to strengthen the nation’s power sector.
Benefit to PGInvIT: By leveraging POWERGRID’s expertise in operation and maintenance
(O&M) of transmission systems, PGInvIT achieves high operational efficiency across our
Initial Portfolio Assets (IPAs). Additionally, POWERGRID’s role as our sponsor underscores its
commitment to our trust. This commitment not only ensures stability and confidence in our
operations but also aligns with our strategic goals to enhance value and ensure steady growth
for our Unitholders.
STEADY CASH
FLOWS
ROBUST
FINANCIALS
We maintain a robust financial position, as is evident in our balance sheet. Our low leverage
0.26%
provides significant flexibility, allowing us to pursue a debt-funded acquisition and growth
strategy without compromising the interests of our Unitholders. Furthermore, a high credit
rating, coupled with strong liquidity, enables us to secure funding at competitive interest rates. Net Debt to AUM as on
Benefit to PGInvIT: This financial advantage not only aids in our strategic expansion but March 31, 2024
also ensures that we can capitalise on investment opportunities efficiently while maintaining
AAA
financial health and delivering consistent returns to our investors.
GEARED TO CAPITALISE
ON OPPORTUNITIES
The Government of India has encouraged state governments to monetise their state
transmission assets to fund their respective infrastructure investments. Further, the ambitious
National Monetisation Pipeline is designed to unlock the value of public assets through `2.95 lakh crore
their monetisation to stimulate investment in the infrastructure sector. Under this initiative, Investment up to
our Sponsor, POWERGRID, has set specific annual targets for asset monetisation and has FY 2028-29 in Power
consistently achieved them. Infrastructure Investment Trusts (InvITs) like ours are recognised Transmission
as a preferred mode of monetisation due to their structure and market presence. (presently under planning/
Benefit to PGInvIT: As a ready vehicle for asset monetisation, PGInvIT offers a preferred route bidding/approval/
construction as per
for various entities looking for efficient and reliable ways to monetise assets, owing to our
CTU Rolling Plan 2028-29)
short turnaround times and established investor base. The continued growth of the power
transmission sector is expected to enhance the pipeline of available assets, which aligns
perfectly with our acquisition-led growth strategy.
SUCCESSFUL TRACK
RECORD
Our Project Manager has successfully leveraged its expertise to implement best-in-class
operations and maintenance (O&M) and safety practices across all our Initial Portfolio
Assets (IPAs). 98%+
Benefit to PGInvIT: The adoption of operational best practices has led to our portfolio assets Availability across
consistently operating above the targeted availability threshold of 98%, which not only secures all SPVs since their
steady revenues but also qualifies us for additional incentives. Moreover, since all our assets commercial operation
are within the regulated power transmission sector, they are characterised by low operating
risks and minimal O&M expenditure.
PROFICIENT INVESTMENT
MANAGER
Purshottam Agarwal
Non-Executive, (Non-Independent) Director
He holds the commerce degree from Ranchi University, a qualified chartered accountant
and a member of the Institute of Chartered Accountants of India. He has over 30 years of
experience in finance and accounts, including corporate accounts, budgeting, financial
concurrence, fund raising from capital markets and enterprise resource planning
systems. He is currently the Executive Director (Finance) in POWERGRID. Prior to this,
he was the Chief Executive Officer of PUTL, the Investment Manager to PGInvIT and
has been instrumental in setting up PGInvIT, the first InvIT by a Government entity.
Late Onkarappa KN
Independent Director
(cessation w.e.f. December 13, 2023, due to demise)
Key Personnel
Amit Garg
Chief Financial Officer
He has over 27 years of experience in corporate accounts, corporate banking, investment appraisals, financial
concurrence, formulation of capital budgets, resource mobilisation, tariff-based bidding and enterprise
resource planning. He has been associated with PGInvIT since inception.
He is B. Com from Delhi University and has post graduate diploma in business management from the
Institute of Integrated Learning in Management, New Delhi.
Anjana Luthra
Company Secretary & Compliance Officer
She has over 22 years of experience in corporate secretarial and legal functions including statutory
compliances, formation of new ventures, corporate governance, mergers and takeovers, regulatory liaising,
financial planning and funds management, structuring of commercial contracts, loan agreements and other
transaction specific agreements, intellectual property rights and litigation. She has been associated with
PGInvIT since inception.
She has a B. Com (honours) degree and a Bachelor of Laws degree from Delhi University and is also qualified
company secretary and a member of the Institute of Company Secretaries of India.
Shri Sanjay Sharma ceased to be Chief Executive Officer w.e.f. January 31, 2024
Shri D. Lucius ceased to be Key Personnel w.e.f. December 11, 2023
Karcham Wangtoo
Abdullapur
Jabalpur
PJTL
NTPC Vindhyachal
Gadarwara STPS
PWTL
Wardha
Warora
Parli (PG)
PPTL Srikakulam
Solapur VTL
Vemagiri
Parli (New)
Map not to scale.
For illustrative purposes only
Khammam
Nagarjuna Sagar
765/400 kV Substation
400/220 kV Substation
765 kV D/C line
400 kV D/C line
Availability
956.84 ckm
Length of 100.00% 99.97% 99.99% 99.99% 100.00% 99.99% 99.96% 99.98%
transmission lines Target
Availability
(98%)
27.83
Remaining TSA tenure
as on March 31, 2024
99.98%
Availability in FY17* FY18 FY19 FY20 FY21 FY22 FY23 FY24
FY 2023-24
*February-March 2017
2.47 ckm
Length of Availability
transmission lines
99.95% 98.10% 99.90% 100.00% 99.12% 99.99% 100.00%
28.28
Remaining TSA tenure
as on March 31, 2024
966.12 ckm
Length of Availability
transmission lines
99.77% 99.92% 99.93% 99.96% 99.84% 99.83%
29.18
Remaining TSA tenure
as on March 31, 2024
99.83%
FY19* FY20 FY21 FY22 FY23 FY24#
POWERGRID Warora
Transmission Limited
PROJECT DETAILS Two 400 kV D/C transmission lines comprising
Transmission system associated with Gadarwara STPS LILO of both circuits of 400 kV D/C Wardha-Parli
(2x800 MW) of NTPC (Part-A). The asset has 1,028.11 (PG) line aggregating 196.29 ckm from LILO point
ckm of transmission lines and 765/400 kV substation of 400 kV D/C Wardha-Parli transmission line to
with 3,000 MVA capacity in Warora, Maharashtra. Warora pooling station
The lines include:
PROJECT MILESTONES
765 kV D/C transmission line of 204.47 ckm
from Gadarwara to Jabalpur in Madhya Pradesh Incorporation date:
August 5, 2014
(including interim arrangement)
765 kV D/C transmission line of 627.35 ckm from TSA date:
Gadarwara, Madhya Pradesh to Warora, Maharashtra February 9, 2015
ransmission licence issue date:
T
August 5, 2015
Commercial operation date:
July 10, 2018
1,028.11 ckm
Length of transmission Availability
lines
99.84% 99.81% 99.87% 99.87% 99.85% 99.89%
29.28
Remaining TSA tenure
as on March 31, 2024
Availability
745.05 ckm 99.17% 99.77% 99.59% 99.97% 99.92% 99.94%
Length of
transmission lines Target
Availability
(98%)
29.75
Remaining TSA tenure
as on March 31, 2024
Dear Unitholders,
I am honoured to present the performance of PGInvIT for
FY 2023-24.
We have successfully met our operational and financial targets,
driven by the quality of our assets and the expertise of our
Project Manager. During FY 2023-24, all our SPVs, individually and
collectively, achieved availability above 99.75%, subject to RPC
approvals, thus becoming eligible for the maximum incentive,.
Furthermore, the cumulative distribution of ` 34.50 per unit since
our listing to distribution declared on May 22, 2024 translates to a
return of 34.50% on the offer price, reaffirming our commitment to
delivering substantial value to our Unitholders.
Key highlights for FY 2023-24 Debt and credit rating years and the planned investments for
We recorded a consolidated total income Our consolidated external borrowings future pose a significant opportunity
of ` 13,027.22 million and EBITDA as of March 31, 2024, stood at ` 5,698.29 for PGInvIT. We are actively exploring
of ` 12,033.98 million in FY 2023-24. million, following a principal repayment opportunities from these investments, in
The Net Distributable Cash Flows of ` 28.78 million during the year. addition to capitalizing on opportunities
(NDCFs) upstreamed from the SPVs Despite a rise in interest rates over the arising from asset monetization
to the Trust and from the Trust to year, our average cost of funds was initiatives by State Governments or
Unitholders exceeded the minimum 90% maintained at 8.17%. Our Net Debt Sponsor, if any. These efforts are aimed
stipulation set by the InvIT Regulations to Asset Under Management (AUM) at enhancing our portfolio and
ratio is comfortably placed at 0.26%, reinforcing our commitment to growth
and our Distribution Policy. The total
providing us considerable opportunities and value creation for our unitholders.
cash distribution to unitholders was
` 10,919.99 million, translating to an to pursue a debt-funded growth strategy.
Our robust balance sheet and solid
Acknowledgment
aggregate distribution of ` 12 per unit
spread over four quarters. fundamentals have enabled the Trust to We extend our heartfelt gratitude to our
consistently achieve the highest credit Unitholders for their trust in PGInvIT, and
Our operational performance has been rating of AAA, with a stable outlook from we remain committed to creating lasting
equally impressive. The expertise of our rating agencies. value. Our appreciation also goes to our
Project Manager has ensured efficient, Trustee for their support, and to our
safe, and accident-free operations. Pursuing growth opportunities Project Manager and the dedicated team
Each of our five Special Purpose Vehicles With significant headroom for at PGInvIT and SPVs for their continuous
(SPVs) surpassed the target availability of debt-funded acquisitions and our efforts. With your ongoing trust and
98%, achieving an average availability of position as a ready investment vehicle support, we are confident of a promising
over 99.75%, thereby becoming eligible that enjoys the confidence of a diverse future ahead.
for maximum incentive, as stated above. pool of investors, PGInvIT holds distinct
Our Project Manager continues to play Warm Regards,
competitive advantage.
a crucial role in driving our exceptional
A Sensarma
performance. We would also like to During FY 2024-25, we anticipate
update on the implementation of Bus concluding the acquisition of the Chief Executive Officer
Reactor at Kala Amb substation by PKATL remaining 26% equity shareholding
under Regulated Tariff Mechanism. in four of our SPVs from our Sponsor.
The project has been successfully The massive investment in power
commissioned on February 05, 2024. transmission sector over the last few
Financial performance
Total income
(` million)
Net distributable cash
flows (` million) 40
Receivable days
12,434.13 13,152.91 13,027.22 9,629.45 11,026.76 10,977.63 (47 days in FY 2022-23)
` 5,698.29 million
Total debt
(` 5,727.07 million in
FY 2022-23)
0.26%
Net debt/AUM
FY 2021-22# FY 2022-23 FY 2023-24 FY 2021-22# FY 2022-23 FY 2023-24 (0.91% in FY 2022-23)
11*
Consecutive quarters
of distributions
Exemplary Performance,
Demonstrating Excellence
Our Project Manager is geared up to consistently maintain the high standards of availability
and reliability of its transmission system through use of latest state-of-the-art operation
and maintenance (O&M) practices. Maintenance activities are planned well in advance and
an ‘Annual Maintenance Plan’ is chalked out for every asset through live line or shutdown
maintenance, as per technical feasibility. The proactive approach of the O&M team in
managing the maintenance of the transmission assets has minimised the tripping of lines
especially due to equipment failure, human error and other natural causes.
Valuable suggestions and Feedback were provided to the site team for betterment and
improvement of the system.
Opportunity landscape
430 GW 729 GW
Installed capacity in Expected installed
FY 2023-24 capacity by
(as on January 2024) FY 2028-29
(Source: ISTS Rolling Plan 2028-29 of CTUIL) (Source: ISTS Rolling Plan 2028-29 of CTUIL)
STRATEGIC
PRIORITY 1
Focussed business model with productive IMPACT
and operational efficiency
Improved operational efficiency
Own, operate and maintain power transmission assets and performance
efficiently leveraging the expertise of our Project
Manager and Investment Manager
Ensure sustained transmission availability above target Increased incentive revenues,
levels and optimise operating costs by deploying revenue generation and life
prudent asset management practices. These include of assets
routine and breakdown maintenance, use of latest
techniques and technologies and having in place
Emergency Restoration System to lower downtime Optimised operating costs and
capital expenditure efficiency
I mplementing best practices in operation &
management, corporate governance, and environment,
health and safety (EHS) practices
Ensure health, well-being and skill development of
people to drive their productivity
STRATEGIC
PRIORITY 2
Driving value accretive growth through acquisitions IMPACT
and non-transmission revenues
Strengthen our position as the preferred asset Increased long-term, regular and
monetisation platform capitalising on the strength of predictable cash flows
our Project Manager and our strong balance sheet
Pursue acquisition opportunities driven by sustained Enhanced returns to unitholders
investments in power transmission, along with potential
asset monetisation from the Sponsor, under the targets
assigned by the NMP and the States
Diversify revenue sources to non-transmission sources
by leasing optical ground wire and transmission towers
STRATEGIC
PRIORITY 3
Optimisation of transmission assets through an IMPACT
efficient capital structure
M aintain an optimal and diverse portfolio of Optimised cost of capital
transmission assets
Deploy appropriate financing policies and diversify
sources of financing to strengthen capital structure Enhanced balance sheet strength
efficiency and minimise cost of capital
Identify both private and public markets to raise funds
at competitive rates
Our minimal debt exposure and status as an appealing investment entity, established
by the Government of India alongside the nation’s leading power transmission company
serving as Sponsor and Project Manager, provide us a natural competitive edge to own,
operate, maintain and invest in transmission assets in the foreseeable future.
OUTLOOK
Acquire the residual 26% equity shareholding in Capitalise on sponsor’s monetisation target
four SPVs Our Sponsor has a robust pipeline of operational and
PKATL completed its 5-year lock-in period in July 2022, under-construction TBCB SPVs and has been assigned
and the lock-in periods for the remaining three assets – annual monetisation targets for the fiscal years 2022-25
PPTL, PWTL, and PJTL – have expired during FY 2023-24. under the National Monetisation Pipeline. Although the
We plan to initiate the process to acquire the remaining Sponsor utilised monetisation methods other than
26% shareholding in these assets. This process will be InvITs to raise funds during FY 2022-23 and 2023-24
consultative, involving close coordination with our as well, our unique competitive strengths position us
Sponsor, and we aim to conclude the acquisitions within advantageously for future monetisation opportunities
the year. if and when it emerges.
Pursue acquisition opportunities All assets proposed for acquisition will be evaluated
We are committed to pursuing viable acquisition for their suitability to PGInvIT on the basis of the
opportunities for operational power transmission assets. operational history in accordance with InvIT Regulations,
However, the availability of operational assets from compliances with InvIT Regulations and statutory
private developers is currently limited. The adoption requirements, PGInvIT’s governance framework and
of the Government of India’s guidelines for asset keeping in mind the overall interest of unitholders.
monetisation by state entities is expected to be a gradual
process. This is primarily due to the novelty of the
proposed mechanisms and the complex steps involved
in implementing such strategies.
Environment
We primarily use water for domestic, office, horticulture, firefighting systems, and landscaping
purposes. To reduce our reliance on fresh water, we have implemented rainwater harvesting
systems and interconnected open wells in PWTL Warora SS to form a water grid management
system. These measures improve groundwater levels and advance our goal of achieving
water-positive operations. We plan to install similar structures at our other locations to further
enhance our water conservation efforts.
Digital flow meters with telemetry have been installed at 100% of our sites for tracking
groundwater consumption.
Although the DG sets at our substations are Our PKATL Kala Amb SS is
primarily run for short durations for testing surrounded by hills on three sides.
purposes, they are subject to systematic and regular The exposed surfaces of these
maintenance as part of our Preventive Maintenance hills are gradually eroding due
System. This is despite having two very reliable and to the effects of wind and water.
stable electricity sources: a dedicated feeder from In our effort to balance operations
DISCOMs and a tertiary power source directly from with environmental stewardship,
the GRID. As a result, emissions from these DG sets we plan to construct gabion walls
are minimal. and undertake stone pitching
for hillside protection. This will
help us achieve both operational
excellence and environmental
Positive behavioural changes towards the protection.
environment and energy conservation are also
We continuously strive to make
encouraged through various measures such as
a positive environmental impact
training and sensitisation via posters, slogans,
through monitoring, assessment,
workshops, and more.
and initiatives targeting our key
Regular cleanliness and plantation drives are focus areas.
conducted to raise awareness about maintaining
a clean and green environment. Additionally, local
get-togethers and events are organised to support
the cause.
Our Project Manager has consistently been recognised as one of the best workplaces
and a leader in corporate social responsibility, earning global accolades for its
contributions. This leadership plays a crucial role in enhancing our performance across
various social parameters. Since 2007, our Project Manager has been certified with the
Social Accountability standard SA 8000 by BSI, reflecting our commitment to exemplary
human resource and labour management policies and practices.
We are committed to ensuring the superior performance of our SPVs and the Trust through a highly skilled and empowered
workforce. We continuously provide our team with training in functional, behavioural, and skill enhancement areas.
Our SPVs are committed to strengthening our relationships With occupational health and safety as our priority, we
with communities and engaging in community development provide regular training to our teams to ensure a safe working
to transform lives through various upliftment programmes environment. We conduct periodic safety pep talks and mock
and initiatives. We organised events and competitions in local drills, including fire and snake bite simulations. Basic health
areas to foster stronger engagement and bonding, raising amenities and first aid supplies are available for all team
awareness about environmental and social responsibilities. members, including contract labourers.
Other initiatives Regular messages to update e-mail address and bank details
Enabling online facility for downloading various certificates and statements
Taxation-related related FAQs uploaded on website
Communications for claiming unpaid distributions
INDIAN ECONOMY OVERVIEW decarbonisation and leveraging growing investment and trade
The Indian economy maintained a steady growth trajectory, opportunities.
retaining its status as the world’s fifth-largest economy, despite
challenges posed by higher inflation rates, geopolitical turmoil, Power Sector in India
and a volatile global economic landscape. Moreover, India’s India is the third-largest producer of electricity in the world with
G20 presidency in 2023 has demonstrated its capability to a total installed power capacity of 442 GW as on March 31, 2024.
cater to global needs and provided a platform to address The “Power for All” initiative, a cornerstone of India’s energy
global concerns. agenda, is aimed at ensuring universal access to electricity across
the country. Furthermore, the government’s ambitious initiative
As per the Second Advance Estimates of National Income, Pradhan Mantri Suryodaya Yojana (PMSY) aims to install rooftop
2023-24, India’s GDP growth remained strong at 7.6% in solar power systems in one crore households. This initiative is
FY 2023-24 as against 7% in FY 2022-23, supported by robust poised to revolutionise the residential solar market, enabling
domestic demand, moderate inflation, a stable interest these households to receive up to 300 units of free electricity
rate environment, and strong foreign exchange reserves. each month. Guided by the principles of providing affordable
Furthermore, CPI inflation is on a downward trajectory and and sustainable electricity to all, the Indian power sector is
eased to 4.85% in March 2024. The growth observed in the poised to play a pivotal role in addressing challenges associated
Index of Industrial Production (IIP), Goods & Services Tax (GST) with climate change. It aims to meet India’s international
collections, manufacturing Purchasing Managers’ Index (PMI), commitments concerning energy transition primarily by
and increasing private capital expenditure collectively signifies transitioning to cleaner and renewable energy sources.
strong economic momentum.
The government has implemented various schemes such
According to the IMF, the Indian economy is expected to as Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY) and
advance steadily at 6.8% in FY 2024-25 and 6.5% in FY Integrated Power Development (IPDS) schemes to ensure
2025-26. India’s economic outlook remains positive, buoyed uninterrupted power supply by enhancing the transmission and
by factors such as the demographic dividend, increased capital distribution network. Additionally, the government has rolled
expenditure, proactive government policies, robust consumer out the Pradhan Mantri Sahaj Bijli Har Ghar Yojana (SAUBHAGYA),
demand, and improving rural consumption prospects, due to with the goal of achieving universal household electrification
easing inflation. However, the country’s economic outlook faces by providing electricity connections to all willing un-electrified
potential risks stemming from headwinds from geopolitical households in rural areas and all willing poor households in
tensions, volatility in international financial markets, and urban areas across the country. With an investment of ₹ 1.85
geoeconomic fragmentation. Nevertheless, the Indian lakh crores under these schemes, 18,374 villages have been
economy has withstood recent geopolitical upheavals and electrified, and electricity connections have been provided to
seems well-positioned to navigate forthcoming uncertainties. 2.86 crore households. These initiatives have led to an increase
India is also actively pursuing sustainability goals through in power supply availability in both rural and urban areas
FY 2023-24 (A) FY 2024-25 (E) FY 2027-28 (E) FY 2031-32 (E) FY 2023-24 (A) FY 2024-25 (E) FY 2027-28 (E) FY 2031-32 (E)
(A - Actual E- Estimated)
while reducing the gap between energy demand and supply. has remained steadfast in its transition towards renewable
Furthermore, the National Electricity Plan (NEP) serves as a capacity addition and ambitious transition goals articulated by
comprehensive roadmap for India’s power sector development, Prime Minister Modi, in India’s Panchamrit declaration at COP26.
encompassing generation, transmission, and distribution.
The country’s commitment to achieving net zero emission by
India is witnessing a surge in power demand fuelled by robust 2070 and its strong power demand are driving the expansion
GDP growth, thriving industrial activities, and the Indian of renewable energy capacities and the corresponding need for
Meteorological Department’s (IMD) prediction of above-average energy storage. “One Sun, One World, One Grid” aims to create a
temperatures during the summer season. The peak energy global solar grid to harness, share, and optimise renewable energy
demand grew by 12.7% from 215.88 GW in FY 2022-23 to 243.27 across borders. India ranks fourth globally in renewable energy
GW in FY 2023-24, while the peak demand met grew by 13.9% installed capacity (including large hydro). The government
from 210.72 GW in FY 2022-23 to 239.93 GW in FY 2023-24. is actively promoting renewable energy through various
The energy requirement grew by 7.5% in FY 2023-24 and the initiatives such as policies on Production Linked Incentive (PLI)
energy availability increased by 7.8%, resulting in a reduction for PV manufacturing, Green Hydrogen, Inter-State Transmission
in total energy shortfall from 0.5% in FY 2022-23 to 0.2% in System (ISTS) waiver, Renewable Purchase Obligation (RPO)
FY 2023-24. The total electricity generation increased by 7.1% trajectory until FY 2029-30, Green Open Access Rules, and
from 1,621 BU in FY 2022-23 to 1,736 BU in FY 2023-24. granting Infrastructure status to Energy Storage Systems.
These measures aim to bolster renewable energy capacity and
India is set to achieve its short-term and long-term targets contribute to India’s goal of transitioning towards sustainable
under the Panchamrit action plan, like – reaching a non-fossil energy. According to the National Electricity Plan 2023, the share
fuel energy capacity of 500 GW by 2030; fulfilling at least half of of non-fossil fuel energy generation is projected to increase
its energy requirements via renewable energy by 2030; reducing to 57.4% by FY 2026-27 and further to 68.4% by the end of
CO2 emissions by 1 billion tonnes by 2030; reducing carbon FY 2031-32. The total installed renewable energy (RE) capacity
intensity below 45% percent by 2030; and finally pave the way increased to 190.57 GW in FY 2023-24 (as of March 31, 2024),
for achieving a Net-Zero emission target by 2070. The country compared to 172 GW in FY 2022-23.
156.61
150 140.65
132.72
123.04
120 114.32
101.73
88.70
90 75.51 80.21
57.55 63.91 67.56
60
30
0
2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24
Business Overview Since PGInvIT’s inception, the initial portfolio assets have
POWERGRID Infrastructure Investment Trust (PGInvIT), consistently surpassed the normative availability standard
established by POWERGRID, India’s largest transmission company of 98%, guaranteeing the recovery of complete transmission
and a Maharatna CPSE, is dedicated to owning, constructing, charges and associated incentives. Additionally, the Project
operating, maintaining, and investing in power and power Manager has been engaged for implementing new RTM projects
transmission assets in India as an infrastructure investment trust. undertaken by an SPV.
It is the first InvIT sponsored by a governmental entity in India.
With POWERGRID’s support, the IPAs ensure adherence to
PGInvIT was founded as a Trust under the Indian Trusts Act, applicable laws and regulations and foster a safe, healthy, and
1882 in September 2020, and was registered as an infrastructure enriching environment for the workforce engaged in operations,
investment trust with the Securities and Exchange Board of India maintenance, and other tasks.
During FY 2023-24, all the SPVs reported 100% safe man-hours to renewal according to the terms of the TSA and the CERC
and accident-free operations. regulations.
(` in million)
Average Availability of SPVs during FY 2023-24
Particulars FY 2023-24
99.98% 100% 99.83% 99.89% 99.94% Consolidated
Total Income 13,027.22
Operating Expenses 993.24
EBITDA 12,033.98
EBITDA Margin (%) 92.38%
Net Distributable Cash Flows (NDCF) 10,977.63
Distribution per unit (₹) for FY 2023-24 12
Market Capitalisation* 86,186.02
Mandatory Disclosures
1. Details of revenue during the year, project-wise Enterprise and Equity Valuation of the five SPVs of PGInvIT,
from the underlying projects namely, VTL, PKTL, PPTL, PWTL and PJTL as of March 31,
2024, considering inter-alia historical performance of the
(` in million) SPVs, Business Plan/ Projected financial statements of the
Particulars April 1, 2023 to SPVs, industry analysis and other relevant factors.
March 31, 2024
VTL 2,193.46 For valuation purposes, the Valuer adopted the Discounted
PKATL 695.89 Cash Flow (‘DCF’) Method under the Income Approach.
PPTL 3,359.32
The Enterprise Value was primarily computed by
PWTL 3,750.40
discounting the free cash flows over the forecast period
PJTL 2,654.31
until the end of the life of project and the terminal value
Total 12,653.38
at the end of the forecast period using an appropriate
Note: Revenue excludes other income Weighted Average Cost of Capital (‘WACC’).
2. Brief summary of the valuation as per full valuation Valuation report of PGInvIT assets as on March 31, 2024
report as at the end of the year issued by Valuer is annexed to this report as Annexure and
In line with the ‘InvIT Regulations’, PGInvIT got the valuation forms part of this report. The valuation report can also be
done for it’s assets through an independent valuer, M/s viewed on the Trust’s website.
INMACS Valuers Private Limited. The Valuer carried out the
The Valuation summary of the Specified SPVs as of March 31, 2024 is as follows:
Initial Portfolio Assets WACC Enterprise Value Equity Value No. of Shares Value per share
(` in million) (` in million) (in `)
VTL 8.79% 18,730.60 11,069.05 209730000 52.78
PKATL 8.79% 3,938.61 2,094.40 61000000 34.33
PPTL 8.79% 21,427.17 9,917.63 322100000 30.79
PWTL 8.79% 23,539.62 9,237.13 393300000 23.49
PJTL 8.79% 17,067.44 5,805.95 226910000 25.59
TOTAL 84,703.44 38,124.16
3. Details of changes during the year pertaining to Loan repayment of ₹ 28.78 million has been made
a. Addition and divestment of assets including during the period, which is in line with Facility
the identity of the buyers or sellers, purchase or Agreement entered into between PGInvIT and
sale prices and brief details of valuation for such HDFC Bank Limited.
transactions
d. Credit rating
No addition and divestment of assets has been
The Trust is rated as “CRISIL AAA/Stable’’ by CRISIL,
made during the year ended on March 31, 2024.
‘’[ICRA] AAA (Stable)’’ by ICRA and “CARE AAA;
Stable” by CARE.
b. Valuation of assets and NAV (as per the full
valuation reports)
Further, Long Term Loan Facility from HDFC Bank
Refer page no. 111 of this report for details of NAV. Limited is rated ‘’CARE AAA; Stable (Triple A;
Outlook: Stable)” by CARE.
c.
Borrowings or repayment of borrowings
(standalone and consolidated)
During the year ended March 31, 2024, no
additional borrowing has been taken by PGInvIT.
Shri Onkarappa KN ceased i. Any legal proceedings which may have significant
to be Director on the Board bearing on the activities or revenues or cash flows
w.e.f. December 13, 2023* of the InvIT
Shri Sreekant Kandikuppa Except otherwise specified in this report or its
ceased to be Director on Annexures, during the period under review,
the Board w.e.f. December there were no legal proceedings which may have
31, 2023 significant bearing on the activities or revenues or
cash flows of the Trust.
Investment PUTL Shri Purshottam Agarwal
Manager appointed as Director on
j. Any other material change during the year
the Board w.e.f. April 1, 2023
Except otherwise specified, during the period
Shri Onkarappa KN ceased under review, there were no material changes
to be Director on the Board during the year.
w.e.f. December 13, 2023*
Trustee IDBI Shri Jayakumar S. Pillai 4. Revenue of the InvIT for the last 5 years, project-
Trusteeship appointed as Director on wise
Services Ltd. the Board w.e.f. July 18, 2023 Pursuant to PGInvIT IPO in May 2021, PGInvIT acquired
74% equity shareholding in VTL, PKATL, PPTL, PWTL and
Shri J. Samuel Joseph ceased
PJTL from POWERGRID on May 13, 2021. Accordingly, the
to be Director on the Board
revenue of PGInvIT for FY 2021-22 is available for part of
w.e.f. April 18, 2023
the year i.e. from May 13, 2021 to March 31, 2022.
* Cessation – Demise.
S hri Dilip Nigam ceased to be Govt. Nominee Director on the Board Following that, on March 31, 2022, PGInvIT acquired
w.e.f. April 17, 2024. balance 26% equity shareholding in VTL from POWERGRID.
Furthermore, on the same date, PPTL, PWTL and PJTL
(SPVs of PGInvIT) acquired change in law revenue from
POWERGRID. Consequently, the revenue of PGInvIT for
the fiscal year 2022-23 onwards incorporates the revenue
generated by the aforementioned acquisitions.
(` in million)
Particulars April 1, 2023 to April 1, 2022 to May 13, 2021 to
March 31, 2024 March 31, 2023 March 31, 2022
VTL 2,193.46 2,416.07 2,604.51
PKATL 695.89 689.51 626.98
PPTL 3,359.32 3,361.11 2,975.01
PWTL 3,750.40 3,752.44 3,324.77
PJTL 2,654.31 2,638.72 2,642.12
Total 12,653.38 12,857.85 12,173.39
Note: Revenue excludes other income
6. Unit price quoted on the exchange at the beginning and end of the financial year, the highest and lowest
unit price and the average daily volume traded during the financial year
(`)
Particulars NSE BSE
Price information
Unit Price at the beginning of the period (April 03, 2023) - opening price 122.52 122.62
Unit Price at the ending of the period (March 28, 2024) - closing price 94.71 94.65
Highest Unit Price 127.45 127.84
Lowest Unit Price 90.90 91.00
Volume Information
Average Daily Volume Traded during the period (in Thousands) 1,270.34 129.35
Total Average Daily Volume Traded (On both NSE and BSE) (in Thousands) 1,399.69
7. Details of outstanding borrowings and deferred payments of InvIT including any credit rating(s), debt
maturity profile, gearing ratios of the InvIT on a consolidated and standalone basis as at the end of the year
Particulars Standalone Consolidated
(a) Outstanding Long Term Debt 5,698.29 5,698.29
(b) Less: Cash and cash equivalents 2,966.50 4,168.61
(c) Net Debt (a-b) 2,731.79 1,529.68
(d) Total Equity 77,602.19 75,412.39
(e) Total Equity plus Net Debt (c+d) 80,333.98 76,942.07
(f ) Gearing Ratio (c/e) 3.40% 1.99%
(g) Credit Rating for Long Term Loan Facility CARE AAA; Stable
(h) Tenure of Loan 16 years
8. The total operating expenses of the InvIT along with detailed break-up, including all fees and charges paid
to the Investment Manager and any other parties, if any during the year
Refer Financial Statements for details.
10. Details of all related party transactions during the year, value of which exceeds five percent of value of the
InvIT
There are no related party transactions during the period, value of which exceeds five per cent of value of the InvIT Assets.
11. Details regarding the monies lent by the InvIT to the holding company or the special purpose vehicle in which
it has investment in:
(` in million)
Particulars Opening Balance as Loan given during Loan repaid during Closing Balance as
on April 01, 2023 the period the period on March 31, 2024
VTL 7,839.88 - 60.00 7,779.88
PKATL 1,860.00 146.92 90.00 1,916.92
PPTL 13,272.94 - 805.00 12,467.94
PWTL 15,987.07 - 820.00 15,167.07
PJTL 12,237.95 - 465.00 11,772.95
Total 51,197.84 146.92 2,240.00 49,104.76
12. Details of issue and buyback of units during the Manager(s), or any of their associates, sponsor
year, if any group(s) and the Trustee if any, as at the end of
Issues of Units: the year
During the period under review there was no issue of units Except otherwise specified in this report or its Annexures,
by the Trust. there are no material litigation and actions by regulatory
authorities currently pending against the Trust, the
Buyback of Units: Investment Manager, the Sponsor and the Project
Manager, or any of their associates, Sponsor group and
During the period under review there was no buy back of
the Trustee. For the Trust, Investment Manager and for
units by the Trust.
Sponsor or Project Manager and its associates (Sponsor
group) outstanding cases and/or regulatory action which
13.
Brief details of material and price sensitive
involve an amount exceeding ` 657.65 million, `14.28
information
million and ` 23,302.82 million (being 5% of the total
Except otherwise specified or disclosed to the Exchange consolidated revenue or consolidated net worth of the
from time to time, during the period under review, there respective entity, whichever is lower for the FY 2022-23)
were no material changes, events or material and price have been considered material, respectively for the
sensitive information to be disclosed for the Trust. review period.
14. Brief details of material litigations and regulatory Except otherwise specified, during the period under
actions, which are pending, against the InvIT, review, there were no regulatory changes that have
sponsor(s), Investment Manager, Project impacted or may impact the underlying projects.
IM’s key personnel led by a Chief Executive Officer The collective experience of the directors of the IM covers a
Committees of the IM Board and broad range of commercial experience, particularly experience
Corporate Governance Framework in relation to the Trust, in infrastructure sector (including the applicable sub-sector),
implemented by the IM. investment management or advisory and financial matters.
The brief profiles of the Directors are given on page no. 16 of
The Corporate Governance Framework inter-alia sets out the this report.
Board composition, its quorum and frequency of meetings,
committees to be formed including their composition, terms BOARD COMPOSITION
of reference, frequency of meetings and quorum requirements As on March 31, 2024, the Board of Directors of IM comprised
and various policies including Code of Conduct adopted by the following:
the IM in relation to the Trust and is available on the website
S. Particulars of Designation Date of
of the Trust.
No. the Directors Appointment
1. Shri Abhay Non-Executive 01/06/2022
Pursuant to the corporate governance norms introduced
Choudhary (Non-independent)
through amendment to the InvIT Regulations vide notification
Director & Chairman
dated February 14, 2023, the IM Board adopted amended
Corporate Governance Framework in relation to PGInvIT. 2. Shri Purshottam Non-Executive 01/04/2023
Subsequently, with the introduction of provisions relating to Agarwal (Non-independent)
board nomination rights to unitholders of InvITs, the Corporate Director
Governance Framework was further amended and adopted by 3. Shri Ram Naresh Independent 10/02/2022
the IM Board (“Amended Corporate Governance Framework”). Tiwari Director
The Amended Corporate Governance Framework can be Note: There were four directors on Board of Directors of IM
accessed on the website of Trust at https://www.pginvit.in/. during the financial year 2023-24, until the sad demise of
Initially, the Trust, on its request, was granted exemption by Shri Onkarappa KN, Independent Director on December 12, 2023 (night).
compliance with listing and other legal xix. reviewing the procedures put in place by the
requirements relating to financial statements; Investment Manager for managing any conflict that
may arise between the interests of the unitholders,
disclosure of any related par ty the parties to the InvIT and the interests of the
transactions; and Investment Manager, including related party
transactions, the indemnification of expenses or
modified opinions in the draft audit report. liabilities incurred by the Investment Manager, and
the setting of fees or charges payable out of the
viii. approving such related party transactions as may InvIT’s assets;
be required under the InvIT Regulations;
xx.
discussing with statutory auditors prior to
commencement of the audit about the nature and
ix. reviewing, with the management, all periodic
scope of audit as well as post-audit discussion to
financial statements, including but not limited
ascertain any area of concern;
to quarterly, half-yearly and annual financial
statements of the InvIT whether standalone or xxi. reviewing and monitoring the independence and
consolidated or in any other form before submission performance of the valuer of the InvIT;
to the board of directors for approval;
xxii. to look into the reasons for substantial defaults in
x. reviewing, with the management, the statement of the payment to the depositors, debenture holders
uses/application of funds raised through an issue and creditors;
of Units by the InvIT (public issue, rights issue,
preferential issue, etc.) and issue of debt securities xxiii. giving recommendations to the board of directors
and the statement of funds utilised for purposes regarding appointment, re-appointment and
other than those stated in the offer documents/ replacement, remuneration and terms of
notice, and making appropriate recommendations appointment of the valuer of the InvIT;
to the board of directors for follow-up action;
xxiv. evaluating any defaults or delay in payment of
distributions to the unitholders or dividends by
xi. approval or any subsequent modifications of
the SPVs to the InvIT and payments to any creditors
transactions of the InvIT with related parties;
of the InvIT or the SPVs, and recommending
remedial measures;
xii. scrutinising loans and investments of the InvIT;
xxv. reviewing management’s discussion and analysis of
xiii. reviewing valuation reports required to be prepared financial condition and results of operations;
under applicable law, periodically, and as required,
under applicable law; xxvi. reviewing the statement of significant related party
transactions, submitted by the management;
xiv. evaluating internal financial controls and risk
management systems of the InvIT; xxvii. granting omnibus approval to the related party
transactions in accordance with the manner set
xv. reviewing, with the management, the performance out in the SEBI (Listing Obligations and Disclosure
of statutory auditors of the InvIT, and adequacy of Requirements) Regulations;
the internal control systems, as necessary;
xxviii. reviewing on a quarterly basis the details of the
xvi. discussion with internal auditors of any significant related party transactions entered into by the InvIT
findings and follow up thereon; pursuant to the omnibus approval and approving
or suggesting modifications to transactions of
xvii. reviewing the adequacy of internal audit function the Investment Manager with related parties in
if any of the InvIT, including the structure of the accordance with applicable law;
internal audit department, staffing and seniority
of the official heading the department, reporting xxix. reviewing the management letters/internal audit
structure coverage and frequency of internal audit; reports and letters of internal control weaknesses
issued by the statutory auditors or internal auditors;
xviii. reviewing the findings of any internal investigations
by the internal auditors in relation to the InvIT, xxx.
giving recommendations to the board of
into matters where there is suspected fraud or directors regarding audit fee to be paid to the
irregularity or a failure of internal control systems statutory auditors of the Investment Manager and
of a material nature and reporting the matter to the payments for any other services rendered by such
board of directors; statutory auditors;
iv. Nomination and Remuneration Committee b. consider candidates from a wide range
As on March 31, 2024, the Nomination and Remuneration of backgrounds, having due regard to
diversity; and
Committee comprised the following members:
c. consider the time commitments of the
S. Name of Category Designation
candidates.
No. Members
i. Shri Ram Independent Chairman iii. formulation of criteria for evaluation of performance
Naresh Tiwari Director of the of independent directors and the board of directors;
Committee
ii. Shri Abhay Non-Executive Member iv. devising a policy on diversity of board of directors;
Choudhary (Non-independent)
Director & Chairman v. identifying persons who are qualified to become
iii. Shri Non-Executive Member directors and who may be appointed in senior
Purshottam (Non-independent) management in accordance with the criteria laid
Agarwal Director down, and recommend to the board of directors
their appointment and removal;
Quorum
vi. whether to extend or continue the term of
The quorum for a meeting of Nomination and
appointment of the independent director, on the
Remuneration Committee shall be either two members
basis of the report of performance evaluation of
or one-third of the members of the committee,
independent directors;
whichever is greater, with at least one independent
director in attendance, provided required number of vii. recommend to the board, all remuneration, in
independent directors are nominated/ appointed on whatever form, payable to senior management; and
the governing board of the Investment Manager by the
Government of India. viii.
performing such other activities as may be
delegated by the Board of Directors and/ or
Meetings are statutorily prescribed under any law to be
During the financial year ended March 31, 2024, attended to by the Nomination and Remuneration
two meetings of the Nomination and Remuneration Committee.
Committee were held i.e. on September 27, 2023 and
v. Risk Management Committee
January 31, 2024.
As on March 31, 2024, the Risk Management Committee
Terms of reference of the Nomination and Remuneration comprised the following members:
Committee include the following, to the extent S. Name of Category Designation
applicable, in light of the Investment Manager being a No. Members
Government company: i. Shri Ram Independent Chairman
i. formulation of the criteria for determining Naresh Tiwari Director of the
qualifications, positive attributes and independence Committee
of a director and recommend to the board of ii. Shri Abhay Non-Executive Member
directors a policy relating to the remuneration of Choudhary (Non-independent)
the directors, key managerial personnel and other Director &
employees; Chairman
iii. Shri Non-Executive Member
ii. for every appointment of an independent director, Purshottam (Non-independent)
the Nomination and Remuneration Committee Agarwal Director
shall evaluate the balance of skills, knowledge
Quorum
and experience on the Board and on the basis
The quorum for a meeting of the Risk Management
of such evaluation, prepare a description of the
Committee shall be either two members or one third
role and capabilities required of an independent
of the members of the committee, whichever is higher,
director. The person recommended to the Board
including at least one member of the board of directors
for appointment as an independent director shall
in attendance.
have the capabilities identified in such description.
For the purpose of identifying suitable candidates, Meetings
the Committee may:
During the financial year ended March 31, 2024, two
a. use the services of an external agencies, meetings of the Risk Management Committee were held
if required; i.e. on March 14, 2024 and March 20, 2024.
ii. to ensure that appropriate methodology, processes S. Name of Category Designation
and systems are in place to monitor and evaluate No. Members
risks associated with the business of InvIT; i. Shri Abhay Non-Executive Chairman
Choudhary (Non-independent) of the
iii. to monitor and oversee implementation of the Director & Committee
risk management policy, including evaluating the Chairman
adequacy of risk management systems; ii. Shri Ram Independent Member
Naresh Tiwari Director
iv. to periodically review the risk management policy, iii. Shri Non-Executive Member
at least once in two years, including by considering Purshottam (Non-independent)
the changing industry dynamics and evolving Agarwal Director
complexity;
Meetings
v. to keep the board of directors informed about During the financial year ended March 31, 2024,
the nature and content of its discussions, three meetings of the Committee of Directors
recommendations and actions to be taken; for Appointments were held i.e. on May 25, 2023,
November 08, 2023 and December 05, 2023.
Further, the IM has also constituted a Corporate Social Board, a Corporate Social Responsibility Policy (‘CSR Policy’);
Responsibility (CSR) Committee as required under the recommending the amount of expenditure to be incurred on
Companies Act, 2013. The responsibilities of the CSR Committee the activities to be undertaken by the IM under CSR; monitoring
inter-alia include formulating and recommending to the IM CSR Policy from time to time; formulating and recommending to
the IM Board, an annual action plan in pursuance of CSR Policy; 8. Code of Conduct for Board of Directors and Senior
and undertaking such matters as are necessary or expedient in Management Personnel of Investment Manager: The
complying with provisions of the Companies Act, 2013 and rules Investment Manager has adopted the Code of Conduct
for Board of Directors and Senior Management Personnel
made thereunder.
of Investment Manager in compliance with the InvIT
Regulations read with applicable provisions of Listing
POLICIES ADOPTED BY THE BOARD OF DIRECTORS
Regulations.
OF INVESTMENT MANAGER IN RELATION TO TRUST
1. Borrowing Policy: The Investment Manager has adopted 9. Nomination and Remuneration Policy: The Investment
the Borrowing Policy in relation to the Trust to ensure Manager has adopted Nomination and Remuneration
that all funds borrowed in relation to the Trust are in Policy to provide a framework for nomination
compliance with the InvIT Regulations. and remuneration of members of the Board, Key
Managerial Personnel and other employees of the
2. Policy on Related Party Transactions: The Investment Investment Manager.
Manager has adopted the Policy on Related Party
Transactions to regulate the transactions of the Trust 10. Policy for familiarisation programmes for Independent
with its related parties based on the laws and regulations Directors of Investment Manager: The Investment
applicable to the Trust and best practices to ensure proper Manager has adopted Policy for familiarisation
approval, supervision and reporting of the transactions programmes for Independent Directors which aims
between the Trust and its related parties. to outline the process for conducting familiarization
programme to facilitate the independent directors on the
3. Distribution Policy: The Investment Manager has Board of Investment Manager to understand details about
adopted the Distribution Policy to ensure proper and the Investment Manager and the Trust, their roles, rights,
timely distribution of Distributable Income of the Trust. responsibilities in the Investment Manager in relation
The Distributable Income of the Trust is calculated in to the Investment Manager and the Trust, nature of the
accordance with the Distribution Policy, InvIT Regulations industry in which the Trust operates, business model of
and any circular, notification or guidelines issued the Trust etc.
thereunder. In line with the Distribution Policy, the InvIT
Assets shall distribute not less than 90% of each of their 11. Risk Management Policy: The Investment Manager has
net distributable cash flows to the Trust and the Trust adopted Risk Management Policy which aims to provide
shall distribute at least 90% of the Distributable Income a framework for management of risks associated with the
to the Unitholders. Distribution shall be declared and business of the Trust.
made not less than once every quarter except for the first
12. Policy on succession planning for the Board and Senior
distribution.
Management of Investment Manager: The Investment
Manager has adopted Policy on succession planning to
4. Policy for Determining Materiality of Information
ensure that vacancies in key positions are filled timely to
for Periodic Disclosures (“Materiality Policy”) of
maintain continuity in leadership and management of
the Trust: The Investment Manager has adopted the
Investment Manager.
Materiality Policy outlining the process and procedures
for determining materiality of information in relation to
13. Whistle Blower and Fraud Prevention Policy: The
periodic disclosures on the Trust’s website, to the stock
Investment Manager has adopted the Whistle Blower
exchanges and to all stakeholders at large, in relation to and Fraud Prevention Policy of its holding company i.e.
the Trust. POWERGRID.
5. Code of Conduct: The Investment Manager has adopted 14. Policy on Diversity of Board of Directors of Investment
a Code of Conduct in relation to the Trust. The Trust and Manager: The Investment Manager has adopted the
the Parties to the Trust shall comply with the Code at all Policy on Diversity of Board of Directors of Investment
times, in accordance with the InvIT Regulations. Manager pursuant to InvIT Regulations read with
applicable provisions of Listing Regulations.
6. Unpublished Price Sensitive Information (“UPSI”)
Policy: The Investment Manager has adopted the UPSI 15. Policy for Unclaimed Distributions: The Investment
Policy to ensure that the Trust complies with applicable Manager has adopted Policy for Unclaimed Distributions
laws, including the InvIT Regulations or such other Indian pursuant to InvIT Regulations read with applicable
laws, regulations, rules or guidelines prohibiting insider circulars issued thereunder, to lay down the framework
trading and governing disclosure of material, unpublished and process to be followed by a claimant for claiming their
price sensitive information. unclaimed or unpaid distribution amount, lying in the
Unpaid Distribution Account or the Investor Protection
7. Policy on Appointment of Auditor and Valuer of the and Education fund.
Trust: The Investment Manager has adopted the Policy
for appointment of auditor and valuer to the Trust in Pursuant to SEBI circular no. SEBI/HO/DDHS/DDHS-PoD/P/
accordance with the InvIT Regulations. CIR/2023/184 dated December 06, 2023 titled ‘Revised
Further, 2,041 emails were received from the investors in through establishment of a common Online Dispute Resolution
FY 2023-24-Upto March 31, 2024 regarding general query/ (“ODR”) Portal which harnesses online conciliation and online
enquiry about the announcement of financial results/ arbitration for resolution of disputes arising between investors
announcement of distribution/ earnings call details/ profile and listed companies or specified intermediaries/regulated
details/ /price movement related/ Trust’s prospects/ bank entities in the securities market.
account details/ PAN Details/ financial results aspects/ statement
SEBI vide circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135
of income/ distribution break up/ TDS on distribution/ TDS
dated August 4, 2023 further clarified that the investor shall
certificate/ annual report/ distribution claims/ unitholding
first take up his/her/their grievance with the Market Participant
pattern/NAV, etc. which have been responded within average
(Listed Companies/specified intermediaries/regulated entities)
time of 1 working day. by lodging a complaint directly with the concerned Market
Participant. If the grievance is not redressed satisfactorily, the
ONLINE DISPUTE RESOLUTION (ODR) PORTAL investor may, escalate the same through the SCORES Portal.
SEBI vide circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 After exhausting the above options, if the investor is not satisfied
dated July 31, 2023 (“Initial ODR Circular”) provided guidelines with the outcome, he/she/they can initiate dispute resolution
for online resolution of disputes in the Indian securities market through the ODR Portal.
SEBI had earlier issued a Master Circular no. SEBI/HO/OIAE/OIAE_ MEANS OF COMMUNICATION
IAD-1/P/CIR/2023/145 consolidating the above-mentioned The quarterly, half yearly and yearly financial results of the Trust
circulars, which was updated to incorporate amendments were submitted to the Stock Exchanges, after their approval
to Initial ODR Circular, introduced vide circular no. SEBI/HO/ by the Board of IM. The said results, investor presentations,
OIAE/OIAE_IAD-3/P/CIR/2023/191 dated December 20, 2023. earnings call updates and other information/ latest updates/
SEBI has issued an updated Master Circular no. SEBI/HO/OIAE/ announcements made by the Trust can be accessed on the
OIAE_IAD-3/P/CIR/2023/195 to this effect. website of PGInvIT at https://www.pginvit.in. For additional
information, refer page 42.
A communication was sent to unitholders informing them of
the provisions relating to ODR Portal introduced by SEBI. CODE OF CONDUCT FOR BOARD OF DIRECTORS AND
SENIOR MANAGEMENT PERSONNEL
The link to access SMART ODR Portal and ODR related The Board of IM has laid down Code of Conduct for Board of
provisions are: Directors and Senior Management Personnel of IM to PGInvIT.
All Board members and Senior Management Personnel have
SMART ODR Portal- https://smartodr.in/login affirmed compliance with this Code for the financial year ended
March 31, 2024.
ODR related provisions- https://www.pginvit.in/investor_
services_smart.aspx GENERAL UNITHOLDERS’ INFORMATION
1. Annual Meeting
UNITHOLDERS MEETING
Wednesday, June 26, 2024 at 2:30 P.M. (IST) through Video
a) Annual Meeting of the Unitholders:
Conferencing or Other Audio Visual Means (OAVM)
Period Date Time Venue
2. Financial Year
FY 2022-23 July 24, 2023 2:30 P.M. (IST) Through Video
Conferencing Trust’s financial year is from 1st April to 31st March.
3. Listing on Stock Exchanges
b) Other Meeting of Unitholders: PGInvIT’s units are listed on the following Stock Exchanges:
No other Meeting of Unitholders was held during the
NSE BSE
reporting period.
Exchange Plaza, Plot No. C-1, Phiroze Jeejeebhoy
G Block, Bandra-Kurla Complex, Towers, Dalal Street,
c) Postal Ballot(s):
Bandra (E), Mumbai - 400 051, Mumbai – 400 001,
No resolution(s) were passed by Unitholders of PGInvIT Maharashtra. Maharashtra.
through postal ballot during the reporting period.
PGInvIT units are a part of Nifty REITs and InvITs Index.
Annexure-A
I, Niti Sethi, Practicing Company Secretary, have examined: (ii) the Securities Contracts (Regulation) Act, 1956
(“SCRA”), rules made thereunder and the
all the documents and records of POWERGRID
(a) Regulations, circulars and guidelines issued
Infrastructure Investment Trust (“PGInvIT”/ “Listed thereunder by the Securities and Exchange Board
Entity”) made available to us and explanation provided of India (“SEBI”);
by POWERGRID Unchahar Transmission Limited, acting
as Investment Manager to PGInvIT (the “Investment The specific Regulations, whose provisions and the circulars/
Manager”), guidelines issued thereunder, have been examined, include: -
(b) the filings / submissions made by the Investment Manager (a) Securities and Exchange Board of India (Infrastructure
to the stock exchanges, Investment Trusts) Regulations, 2014;
(c) website of PGInvIT, (b) Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, to the
(d) any other document/ filing, as may be relevant, which extent applicable;
has been relied upon to make this certification, for the
financial year ended March 31, 2024 (“Review Period”) (c) Securities and Exchange Board of India (Prohibition of
in respect of compliance with the provisions of : Insider Trading) Regulations, 2015;
(i) the Securities and Exchange Board of India Act, (d) other Regulations as applicable;
1992 (“SEBI Act”) and the Regulations, circulars,
and circulars/ guidelines issued thereunder.
guidelines issued thereunder; and
Based on the above examination, I hereby report that, during the Review Period:
(a) The Investment Manager of PGInvIT has complied with the provisions of the above Regulations and circulars/ guidelines
issued thereunder, except in respect of matters specified below:
(b) The Investment Manager of PGInvIT has maintained proper records under the provisions of the above Regulations and circulars
/ guidelines issued thereunder insofar as it appears from my examination of those records.
(c) The following are the details of actions taken against PGInvIT, parties to PGInvIT, its promoters, directors, either by SEBI or by
Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the
aforesaid Acts/Regulations and circulars / guidelines issued thereunder:
Sr. No. Observations of Observations made in the Actions Comments of the Practicing
the Practicing secretarial compliance taken by the Company Secretary on the
Company Secretary report for the year ended… Investment actions taken by the InvIT
in the previous reports Manager, if any
Not Applicable
Sd/-
Niti Sethi
Place: New Delhi Company Secretary in Practice
Date: May 23, 2024 ACS No.:3211
UDIN: A003211F000420529 CP No. :17100
Appendix-I
Details of actions taken against PGInvIT, parties to PGInvIT, its promoters, directors, either by SEBI or by Stock Exchanges (including
under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and
circulars/ guidelines issued thereunder:
i. Trustee to PGInvIT i.e. IDBI Trusteeship Services Limited
Sr. No. Action taken by Details Details of Action Taken Observations/Remarks of
of Violation e.g. fines, warning letters the practicing Company
Debarment etc. Secretary, if any
NIL
iii. Sponsor and Project Manager to PGInvIT i.e. Power Grid Corporation of India Limited (“POWERGRID”)
Sr. Action taken by Details of Details of Action Observations / Remarks of the practicing Company
No. Violation Taken e.g. fines, Secretary, if any
warning letters
Debarment etc.
1. National Stock Non- Imposition of fine of As per disclosure made by POWERGRID to NSE and BSE
Exchange of India compliance ` 5,36,900/- each by (vide letter dated August 25, 2023), the following inter-
Limited (“NSE”) of Regulation NSE & BSE alia is noted:
and BSE Limited 17(1) of the
“POWERGRID, vide letter dt. 22.08.2023, has
(“BSE”) SEBI (LODR)
requested NSE & BSE to grant waiver of the fine
Regulations,
w.r.t. non-compliance of Regulation 17(1) of the
2015
SEBI (LODR) Regulations, 2015. POWERGRID, being a
Government Company within the meaning of Section
2(45) of the Companies Act, 2013, the power to
appoint functional/ Official Part-time Directors/ non-
Official Part-time Directors (Independent Directors)
vests with the President of India. The said non-
compliance of Regulation 17(1) of the SEBI (LODR)
Regulations, 2015 for the quarter ended 30th June,
2023 was not a lapse on the part of the Company.
The matter has been regularly taken up with
Administrative Ministry i.e. Ministry of Power for filling
up the vacant posts of Independent Directors (including
one woman Independent Director).”
Sr. Action taken by Details of Details of Action Observations / Remarks of the practicing Company
No. Violation Taken e.g. fines, Secretary, if any
warning letters
Debarment etc.
2. NSE & BSE Non- Imposition of fine of As per disclosure made by POWERGRID to NSE and BSE
compliance ` 5,42,800/- each by (vide letter dated November 24, 2023), the following
of Regulation NSE & BSE inter-alia is noted:
17(1) of the
“POWERGRID, vide letter dt. 22.11.2023, has requested
SEBI (LODR)
NSE & BSE to grant waiver of the fine w.r.t. non-compliance
Regulations,
of Regulation 17(1) of the SEBI (LODR) Regulations,
2015
2015. POWERGRID, being a Government Company
within the meaning of Section 2(45) of the Companies
Act, 2013, the power to appoint functional / Official
Part-time Directors / non-Official Part-time Directors
(Independent Directors) vests with the President of
India. The said non-compliance of Regulation 17(1) of
the SEBI (LODR) Regulations, 2015 for the quarter ended
30th September, 2023 was not a lapse on the part of the
Company. The matter has been regularly taken up with
Administrative Ministry i.e. Ministry of Power for filling
up the vacant posts of Independent Directors (including
one woman Independent Director).”
3. NSE & BSE Non- Imposition of fine of As per disclosure made by POWERGRID to NSE and
compliance ` 5,42,800/- each by BSE (vide letter dated February 23, 2024), the following
of Regulation NSE & BSE inter-alia is noted:
17(1) of the
“POWERGRID vide letter dt. 23.02.2024 has requested NSE
SEBI (LODR)
& BSE to grant waiver of the fine w.r.t. non-compliance
Regulations,
of Regulation 17(1) of the SEBI (LODR) Regulations,
2015
2015. POWERGRID, being a Government Company
within the meaning of Section 2(45) of the Companies
Act, 2013, the power to appoint functional/ Official
Part-time Directors/ non-Official Part-time Directors
(Independent Directors) vests with the President of
India. The said non-compliance of Regulation 17(1) of
the SEBI (LODR) Regulations, 2015 for the quarter ended
December 31, 2023 was not a lapse on the part of the
Company. The matter has been regularly taken up with
Administrative Ministry i.e. Ministry of Power for filling
up the vacant posts of Independent Directors (including
one woman Independent Director).”
S.No Key Audit Matters How our audit addressed the key audit matter
1 Assessing Impairment of investments in subsidiaries In making the assessment of the recoverable amount,
As at 31 March 2024, the carrying value of Trust’s investment in we relied on the valuation report issued by the
subsidiaries amounted to `31,089.84 million. independent valuer appointed by the Investment
Manager in accordance with SEBI InvIT Regulations.
Management reviews regularly whether there are any indicators of
impairment of such investments by reference to the requirements
under Ind AS. Management performs its impairment assessment
by comparing the carrying value of these investments made to
their recoverable amount to determine whether impairment
needs to be recognized.
INFORMATION OTHER THAN THE STANDALONE therein, we shall communicate the matter to those charged with
FINANCIAL STATEMENTS AND AUDITOR’S REPORT the governance.
THEREON
MANAGEMENT’S RESPONSIBILITY FOR THE
The management of POWERGRID Unchahar Transmission Limited
STANDALONE FINANCIAL STATEMENTS
(“Investment Manager”) is responsible for the preparation of the
other information. The other information comprises the information The Management of POWERGRID Unchahar Transmission Limited
that may be included in the Management Discussion and Analysis, (‘Investment Manager’), is responsible for the preparation of these
Investment Manger’s report including Annexures to Investment standalone financial statements that give a true and fair view of
Manager’s Report and Investment Manager’s Information but the financial position as at 31 March 2024, financial performance
does not include the standalone financial statements and our including other comprehensive income, movement of the unit
auditor’s report thereon. The other information as identified holders’ equity and cash flows for the year ended 31 March 2024,
above is expected to be made available to us after the date of this its net assets at fair value as at 31 March 2024, its total returns at fair
Auditor’s Report. value and the net distributable cash flows of the Trust for the year
ended 31 March 2024, in accordance with accounting principles
Our opinion on the standalone financial statements does not cover generally accepted in India, including the Indian Accounting
the other information and we do not express any form of assurance Standards (Ind AS) and/or any addendum thereto as defined in
conclusion thereon. Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules,
In connection with our audit of the standalone financial statements, 2015, as amended read with the Securities and Exchange Board
our responsibility is to read the other information identified above of India (Infrastructure Investment Trusts) Regulations, 2014 as
when it becomes available and, in doing so, consider whether the amended from time to time including any guidelines and circulars
other information is materially inconsistent with the standalone issued thereunder (together referred to as the” InvIT Regulations”).
financial statements or our knowledge obtained during the course Responsibility also includes maintenance of adequate accounting
of our audit or otherwise appears to be materially misstated. records in accordance with the provisions of InvIT Regulations
for safeguarding of the assets of the Trust and for preventing
When we read those documents including annexures, if any and detecting frauds and other irregularities; selection and
thereon, if we conclude that there is a material misstatement application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; for ensuring the • Evaluate the overall presentation, structure and content
accuracy and completeness of the accounting records, relevant to of the financial statements, including the disclosures, and
the preparation and presentation of the financial statements that whether the standalone financial statements represent the
give a true and fair view and are free from material misstatement, underlying transactions and events in a manner that achieves
whether due to fraud or error. fair presentation.
In preparing the standalone financial statements, management Materiality is the magnitude of misstatements in the standalone
is responsible for assessing the Trust’s ability to continue as financial statements that, individually or in aggregate, makes
going concern, disclosing as applicable, matters related to going it probable that the economic decisions of a reasonably
concern and using the going concern basis of accounting unless knowledgeable user of the financial statements may be influenced.
management either intends to liquidate the Trust or to cease We consider quantitative materiality and qualitative factors in
operations, or has no realistic alternative but to do so. (i) planning the scope of our audit work and in evaluating the
results of our work; and (ii) to evaluate the effect of any identified
The Investment Manager is also responsible for overseeing the misstatements in the standalone financial statements.
Trust’s financial reporting process.
We communicate with those charged with governance regarding,
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF among other matters, the planned scope and timing of the audit
STANDALONE FINANCIAL STATEMENTS and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material We also provide those charged with governance with a statement
misstatement, whether due to fraud or error, and to issue an that we have complied with relevant ethical requirements regarding
auditor’s report that includes our opinion. Reasonable assurance independence, and to communicate with them all relationships
is a high level of assurance but is not a guarantee that an audit and other matters that may reasonably be thought to bear on our
conducted in accordance with SAs will always detect a material independence, and where applicable, related safeguards.
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, From the matters communicated with those charged with
they could reasonably be expected to influence the economic governance, we determine those matters that were of most
decisions of users taken on the basis of these financial statements. significance in the audit of the standalone financial statements
of the current period and are therefore, the key audit matters.
As part of an audit in accordance with SAs, we exercise professional We describe these matters in our auditor’s report unless law or
judgment and maintain professional scepticism throughout the regulation precludes public disclosure about the matter or when,
audit. We also: in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
• Identify and assess the risks of material misstatement of the consequences of doing so would reasonably be expected to
standalone financial statements, whether due to fraud or outweigh the public interest benefits of such communication.
error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and Report on Other Legal and Regulatory Requirements
appropriate to provide a basis for our opinion. The risk of not Based on our audit and as required by InvIT Regulations, we
detecting a material misstatement resulting from fraud is report that:
higher than for one resulting from error, as fraud may involve
a) We have obtained all the information and explanations which,
collusion, forgery, intentional omissions, misrepresentations,
to the best of our knowledge and belief were necessary for
or the override of internal control.
the purpose of our audit;
• Obtain an understanding of internal financial controls b) The Balance Sheet, the Statement of Profit and Loss including
relevant to the audit in order to design audit procedures Other Comprehensive Income, Statement of Changes in Unit
that are appropriate in the circumstances, but not for the Holder’s Equity and the Statement of Cash Flow dealt with by
purpose of expressing an opinion on the effectiveness of this report are in agreement with the books of account of the
such controls. Trust; and
• Evaluate the appropriateness of accounting policies used c) In our opinion, the aforesaid standalone financial statements
and the reasonableness of accounting estimates and related comply with the Accounting Standards (Ind AS) and/or any
disclosures made by management. addendum thereto as defined in Rule 2(1)(a) of the Companies
(Indian Accounting Standards) Rules, 2015, as amended.
• Conclude on appropriateness of management’s use of the
going concern basis of accounting and, based on the audit d) There were no amounts which were required to be transferred
evidence obtained, whether a material uncertainty exists to the Investor Education and Protection Fund by the Trust.
related to events or conditions that may cast significant doubt
on the Trust’s ability to continue as a going concern. If we For S.K.Mittal & Co.
conclude that a material uncertainty exists, we are required Chartered Accountants
to draw attention in our auditor’s report to the related
FRN: 001135N
disclosure in the financial statement or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to date of our Place: New Delhi (CA Gaurav Mittal)
auditor’s report. However, future events or conditions may UDIN: 24099387BKBEMK3472 Partner
cause the Trust to cease to continue as a going concern. Dated: 22 May 2024 Membership No.: 099387
` in million
Particulars Note As at As at
No 31 March 2024 31 March 2023
ASSETS
Non-current assets
Financial Assets
Investments 3 31,089.84 29,778.25
Loans 4 49,092.52 51,197.84
Other non-current assets 5 8.43 2.64
80,190.79 80,978.73
Current assets
Financial Assets
Loans 6 12.24 -
Cash and cash equivalents 7 2,966.50 2,911.23
Bank balances other than Cash and cash equivalents 8 125.51 123.14
Other current financial assets 9 3.18 1.66
3,107.43 3,036.03
Total Assets 83,298.22 84,014.76
EQUITY AND LIABILITIES
Equity
Unit capital 10 90,999.92 90,999.92
Other Equity 11 (13,397.73) (12,707.63)
77,602.19 78,292.29
Liabilities
Non-current Liabilities
Financial Liabilities
Borrowings 12 5,663.71 5,692.00
Other Non-current liabilities 13 0.02 -
5,663.73 5,692.00
Current liabilities
Financial Liabilities
Borrowings 14 28.78 28.78
Trade payables
Total outstanding dues of micro enterprises - -
and small enterprises
Total outstanding dues of creditors other than micro - -
enterprises and small enterprises.
Other current financial liabilities 15 3.31 1.48
Other current liabilities 16 0.21 0.21
Provisions 17 - -
Current Tax Liabilities (Net) 18 - -
32.30 30.47
Total Equity and Liabilities 83,298.22 84,014.76
The accompanying notes (1 to 34) form an integral part of financial statements.
As per our report of even date For and on behalf of Board of Directors of POWERGRID Unchahar Transmission Limited in
For S.K.Mittal & Co. the capacity as Investment Manager to POWERGRID Infrastructure Investment Trust.
Chartered Accountants
FRN: 001135N Anjana Luthra Abhay Choudhary Purshottam Agarwal
Company Secretary Chairman Director
PAN: ABYPL2312H DIN: 07388432 DIN: 08812158
Place: Gurugram Place: Mumbai Place: Mumbai
` in million
Particulars Note For the Year ended on For the Year ended on
No 31 March 2024 31 March 2023
INCOME
Revenue From Operations 19 9,454.02 10,490.36
Other Income 20 79.46 57.00
Total Income 9,533.48 10,547.36
EXPENSES
Valuation Expenses 0.46 0.19
Payment to Auditor
- Statutory Audit Fees 0.13 0.12
- Other Services (Including Tax Audit & Certifications) 0.12 0.11
Investment manager fees 99.57 93.08
Trustee fee 0.35 0.35
Other expenses 21 11.84 13.04
Finance costs 22 468.71 414.33
Impairment/(Reversal of Impairment) of Investment in Subsidiaries (1,311.59) 12,762.76
Total Expenses (730.41) 13,283.98
Profit for the period before tax 10,263.89 (2,736.62)
Tax Expense:
Current Tax - Current Year 34.00 24.36
- Earlier Years - -
Deferred Tax - -
34.00 24.36
Profit for the period after tax 10,229.89 (2,760.98)
Other Comprehensive Income
Items that will not be reclassified to profit or loss - -
Items that will be reclassified to profit or loss - -
Total Comprehensive Income for the period 10,229.89 (2,760.98)
Earnings Per Unit
Basic (In Rupees) 11.24 (3.03)
Diluted (In Rupees) 11.24 (3.03)
The accompanying notes (1 to 34) form an integral part of financial statements.
As per our report of even date For and on behalf of Board of Directors of POWERGRID Unchahar Transmission Limited in
For S.K.Mittal & Co. the capacity as Investment Manager to POWERGRID Infrastructure Investment Trust.
Chartered Accountants
FRN: 001135N Anjana Luthra Abhay Choudhary Purshottam Agarwal
Company Secretary Chairman Director
PAN: ABYPL2312H DIN: 07388432 DIN: 08812158
Place: Gurugram Place: Mumbai Place: Mumbai
As per our report of even date For and on behalf of Board of Directors of POWERGRID Unchahar Transmission Limited in
For S.K.Mittal & Co. the capacity as Investment Manager to POWERGRID Infrastructure Investment Trust.
Chartered Accountants
FRN: 001135N Anjana Luthra Abhay Choudhary Purshottam Agarwal
Company Secretary Chairman Director
PAN: ABYPL2312H DIN: 07388432 DIN: 08812158
Place: Gurugram Place: Mumbai Place: Mumbai
` in million
Particulars For the Year ended on For the Year ended on
31 March 2024 31 March 2023
A. CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 10,263.89 (2,736.62)
Adjustments for:
Impairment of investment in subsidiary (1,311.59) 12,762.76
Interest income on loans given to subsidiaries (7,344.28) (7,545.27)
Finance cost 468.71 414.33
Interest income on fixed deposits (63.79) (46.35)
Dividend received from subsidiaries (2,109.74) (2,945.09)
Operating Profit/ (loss) before changes in Assets and Liabilities (96.80) (96.24)
Adjustment for changes in Assets and Liabilities:
- (Increase)/Decrease in Other current financial assets (0.01) 2.38
- (Increase)/Decrease in Earmarked balance with banks (2.37) 1.28
- Increase/(Decrease) in Other current financial liabilities 1.83 (6.67)
- Increase/(Decrease) in Other current liabilities - (0.78)
- Increase/(Decrease) in Provisions - (1.49)
- Increase/(Decrease) in Other non-current liabilities 0.02 (0.05)
Cash generated from operations (97.33) (101.57)
Direct taxes paid (net of refunds) (39.79) (27.11)
Net cash flow used in operating activities (137.12) (128.68)
B. Cash flows from investing activities
Loans given to subsidiaries (146.92) -
Repayment of Loans given to subsidiaries 2,240.00 1,185.00
Interest income on loans given to subsidiaries 7,344.28 7,545.27
Investment in Fixed Deposits (Net) - (122.68)
Interest income on fixed deposits 62.28 45.37
Dividend received from subsidiaries 2,109.74 2,945.09
Net cash flow from investing activities 11,609.38 11,598.05
C. Cash flow from financing activities
Repayment of borrowings (28.78) (28.78)
Payment of interest on long term borrowings (468.22) (413.83)
Payment of distribution on unit capital (10,919.99) (10,919.99)
Net cash flow used in financing activities (11,416.99) (11,362.60)
Net increase in cash and cash equivalents (A + B + C) 55.27 106.77
Cash and cash equivalents as at beginning of year 2,911.23 2,804.46
Cash and cash equivalents as at year end 2,966.50 2,911.23
Reconciliation between opening and closing balances for liabilities arising from financing activities (including current
maturities) :-
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
Long term borrowings
Balance at the beginning of the year 5,720.78 5,749.06
Cash flow
- Interest (468.22) (413.83)
- Proceeds/(repayments) (28.78) (28.78)
Accrual 468.71 414.33
Balance at the end of the year 5,692.49 5,720.78
As per our report of even date For and on behalf of Board of Directors of POWERGRID Unchahar Transmission Limited in
For S.K.Mittal & Co. the capacity as Investment Manager to POWERGRID Infrastructure Investment Trust.
Chartered Accountants
FRN: 001135N Anjana Luthra Abhay Choudhary Purshottam Agarwal
Company Secretary Chairman Director
PAN: ABYPL2312H DIN: 07388432 DIN: 08812158
Place: Gurugram Place: Mumbai Place: Mumbai
*Fair value of the assets as disclosed in the above tables are derived based on the fair valuation report issued by the independent valuer appointed under
SEBI (Infrastructure Investment Trusts) Regulations, 2014.
The Trust holds investment in SPVs in the form of equity and debt and SPVs in turn hold the projects. Hence, the breakup of property
wise fair values has been disclosed in the Consolidated financial statements.
#Total comprehensive income as per Profit & Loss statement captures the impact of fair valuation through impairment of Investment in subsidiaries.
Same is based on the fair valuation report of the independent valuer appointed under SEBI (Infrastructure Investment Trusts) Regulations, 2014.
Notes
to the Standalone Financial Statements for the year ended March 31, 2024
accounting estimates are recognised in the period that the transaction to sell the asset or transfer the liability
in which the estimate is revised if the revision effects takes place either:
only that period or in the period of the revision and
future periods if the revision affects both current • In the principal market for the asset or liability, or
and future years (Refer Note no. 24 on Significant
• In the absence of a principal market, in the most
accounting judgements, estimates and assumptions).
advantageous market for the asset or liability.
• It is expected to be settled in normal All assets and liabilities for which fair value is measured
operating cycle; or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based
• It is held primarily for the purpose of trading; on the lowest level input that is significant to the fair value
measurement as a whole:
• It is due to be settled within twelve months after
the reporting period; or Level 1- Quoted (unadjusted) market prices in active
markets for identical assets or liabilities;
• There is no unconditional right to defer
settlement of the liability for at least twelve
Level 2- Valuation techniques for which the lowest level
months after the reporting period.
input that is significant to the fair value measurement is
All other liabilities are classified as non-current. directly or indirectly observable;
Deferred tax assets/liabilities are classified as Level 3- Valuation techniques for which the lowest level
non-current. input that is significant to the fair value measurement is
unobservable.
The Trust recognizes twelve months period as its
operating cycle. For assets and liabilities that are recognised in the
financial statements on a recurring basis, the Trust
2.2 Fair value measurement determines whether transfers have occurred between
The Trust measures financial instruments at fair value at levels in the hierarchy by re-assessing categorisation
each balance sheet date. (based on the lowest level input that is significant to the
fair value measurement as a whole) at the end of each
Fair value is the price that would be received to sell an reporting period.
asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. In estimating the fair value of investments in subsidiaries,
The fair value measurement is based on the presumption the Trust engages independent qualified external
Notes
to the Standalone Financial Statements for the year ended March 31, 2024
valuers to perform the valuation. The management any indication of impairment considering the provisions
works closely with the external valuers to establish the of Ind AS 36 ‘Impairment of Assets’. If any such indication
appropriate valuation techniques and inputs to the model. exists, then the asset’s recoverable amount is estimated.
The management in conjunction with the external valuers
also compares the change in fair value with relevant The recoverable amount of an asset or cash-generating unit
external sources to determine whether the change is is the higher of its fair value less costs to disposal and its
reasonable. The management reports the valuation report value in use. In assessing value in use, the estimated future
and findings to the Board of the Investment Manager half cash flows are discounted to their present value using a
yearly to explain the cause of fluctuations in the fair value discount rate that reflects current market assessments of
of the projects. the time value of money and the risks specific to the asset
for which the estimates of future cash flows have not been
At each reporting date, the management analyses the
adjusted. For the purpose of impairment testing, assets
movement in the values of assets and liabilities which are
that cannot be tested individually are grouped together
required to be remeasured or reassessed as per the Trust’s
into the smallest group of assets that generates cash
accounting policies. For this analysis, the management
inflows from continuing use that are largely independent
verifies the major inputs applied in the latest valuation by
of the cash inflows of other assets or groups of assets (the
agreeing the information in the valuation computation
“cash-generating unit”, or “CGU”).
based upon relevant documents.
For the purpose of fair value disclosures, the Trust has An impairment loss is recognized if the carrying amount
determined classes of assets and liabilities on the basis of of an asset or its CGU exceeds its estimated recoverable
the nature, characteristics and risks of the asset or liability amount. Impairment losses are recognized in the
and the level of the fair value hierarchy, as explained above. statement of profit and loss. Impairment losses recognized
in respect of CGUs are reduced from the carrying amounts
This note summarises accounting policy for fair value. of the assets of the CGU.
Other fair value related disclosures are given in the
relevant notes. Impairment losses recognized in prior periods are assessed
at each reporting date for any indications that the loss
• Quantitative disclosures of fair value measurement
has decreased or no longer exists. An impairment loss is
hierarchy (Note 25)
reversed if there has been a change in the estimates used
• Disclosures for valuation methods, significant to determine the recoverable amount. An impairment
estimates and assumptions (Note 24 and Note 25) loss is reversed only to the extent that the asset’s carrying
amount does not exceed the carrying amount that would
• Financial instruments (including those carried at have been determined, net of depreciation or amortization,
amortised cost) (Note 3,4,6,9) if no impairment loss had been recognized.
Lease liability and ROU asset have been separately • the entity’s business model for managing the
presented in the financial statements and lease financial assets and
payments have been classified as financing
cash flows. • the contractual cash flow characteristics of the
financial asset
ii) As a Lessor
Initial recognition and measurement
A lease is classified at the inception date as a finance
lease or an operating lease. All financial assets are recognised initially at fair value
plus, in the case of financial assets not recorded at fair
a) Finance leases value through profit or loss, transaction costs, if any, that
A lease that transfers substantially all the risks are attributable to the acquisition of the financial asset.
and rewards incidental to ownership of an asset However, trade receivables that do not contain a significant
is classified as a finance lease. financing component are measured at transaction price.
Notes
to the Standalone Financial Statements for the year ended March 31, 2024
interest rate (EIR). Any difference between the proceeds Exchange differences arising on settlement or translation
(net of transaction costs) and the redemption amount is of monetary items are recognised in profit or loss.
recognised in the Statement of Profit and Loss over the
period of the borrowings using the EIR. Gains and losses Non-monetary items that are measured in terms of
are recognised in Statement of Profit and Loss when the
historical cost in a foreign currency are translated using
liabilities are derecognised.
the exchange rates at the dates of the initial transactions.
The EIR amortisation is included as finance costs in the
Statement of Profit and Loss. 2.10 Income Tax
Derecognition of financial liability Income tax expense represents the sum of current and
deferred tax. Tax is recognised in the Statement of Profit
A financial liability is derecognised when the obligation and Loss, except to the extent that it relates to items
under the liability is discharged or cancelled or expires. recognised directly in equity or other comprehensive
When an existing liability is replaced by another from the
income. In this case the tax is also recognised directly in
same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an equity or in other comprehensive income.
exchange or modification is treated as the derecognition
of the original liability and the recognition of a new Current income tax
liability. The difference between the carrying amount of a The Current Tax is based on taxable profit for the year
financial liability that has been extinguished or transferred under the tax laws enacted and applicable to the reporting
to another party and the consideration paid, including
period in the countries where the trust operates and
any non-cash assets transferred or liabilities assumed, is
recognised in Statement of Profit and Loss as other income generates taxable income and any adjustment to tax
or finance cost. payable in respect of previous years.
Notes
to the Standalone Financial Statements for the year ended March 31, 2024
2.11 Revenue These are reviewed at each balance sheet date and are
Interest income adjusted to reflect the current management estimate.
NOTE 3/ INVESTMENTS
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
Investment in Equity Instruments (Fully paid up) at cost
Unquoted
Subsidiary Companies
Vizag Transmission Limited
20,97,30,000 Shares of ₹ 10 each. 11,091.91 14,453.20
Less: Impairment/(Reversal of Impairment) 22.86 3,361.29
11,069.05 11,091.91
POWERGRID Kala Amb Transmission Limited
4,51,40,000 Shares of ₹ 10 each. 1,513.31 1,985.20
Less: Impairment/(Reversal of Impairment) (36.55) 471.89
1,549.86 1,513.31
POWERGRID Parli Transmission Limited
23,83,54,000 Shares of ₹ 10 each. 6,836.46 9,409.17
Less: Impairment/(Reversal of Impairment) (502.59) 2,572.71
7,339.05 6,836.46
POWERGRID Warora Transmission Limited
29,10,42,000 Shares of ₹ 10 each. 6,298.49 9,748.17
Less: Impairment/(Reversal of Impairment) (536.99) 3,449.68
6,835.48 6,298.49
POWERGRID Jabalpur Transmission Limited
16,79,13,400 Shares of ₹ 10 each. 4,038.08 6,945.27
Less: Impairment/(Reversal of Impairment) (258.32) 2,907.19
4,296.40 4,038.08
TOTAL 31,089.84 29,778.25
Further Notes:
Details of the subsidiaries are as follows:
Name of Subsidiary Country of Ownership Interest % Ownership Interest %
Incorporation as on 31 March 2024 as on 31 March 2023
Vizag Transmission Limited India 100% 100%
POWERGRID Kala Amb Transmission Limited India 74% 74%
POWERGRID Parli Transmission Limited India 74% 74%
POWERGRID Warora Transmission Limited India 74% 74%
POWERGRID Jabalpur Transmission Limited India 74% 74%
POWERGRID Infrastructure Investment Trust (the “Trust”) has paid the consideration for acquisition of 74% equity share capital of
Vizag Transmission Limited (‘VTL’), POWERGRID Kala Amb Transmission Limited (‘PKATL’), POWERGRID Parli Transmission Limited
(‘PPTL’), POWERGRID Warora Transmission Limited (‘PWTL’) and POWERGRID Jabalpur Transmission Limited (‘PJTL’) from Power Grid
Corporation of India Limited on 13 May 2021 pursuant to separate share purchase agreements.
Remaining 26% equity share capital of VTL was acquired by the Trust on 31 March 2022 as per share purchase agreement dated 22
April 2021 and now trust hold 100% equity share of VTL.
Notes
to the Standalone Financial Statements for the year ended March 31, 2024
NOTE 4/ LOANS
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
Unsecured, Considered good
Loans to Related Parties
Loans to Subsidiaries* 49,092.52 51,197.84
TOTAL 49,092.52 51,197.84
Further Notes:
*Loans are non-derivative financial assets. The Loan amounting to ` 48,957.84 million to SPVs presently carries an interest rate of 14.5% (Fourteen
and half per cent) per annum payable quarterly, however, the same can be reset by mutual agreement between Parties. The loans are repayable by the
subsidiaries upon expiry of period of their respective Transmission Services Agreement. Further, the subsidiaries are entitled to prepay all or any portion of
the outstanding principal with a prior notice.
The Loan amounting to ₹ 146.92 million (Current maturities amounting to ₹ 12.24 million- Refer Note no.6) to PKATL presently carries an interest rate of
10.5% (Ten and half per cent) per annum payable quarterly however, the same can be reset by mutual agreement between Parties. The loan shall be repaid
through equal quarterly installment in 12 years starting from First quarter of FY 2024-25. The SPV is entitled to prepay all or any portion of the outstanding
principal amounts of the Loan without any prepayment penalty or premium.
NOTE 6/ LOANS
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
Unsecured, Considered good
Loans to Related Parties
Loans to Subsidiaries* 12.24 -
TOTAL 12.24 -
Further Notes:
* Details of loans to related parties is provided in Note 26
*Refer note no.4 for Loans to Subsidiaries.
Further Notes:
Balance in current account does not earn interest. Surplus money is transferred into Term Deposits.
Further Notes:
The Trust has only one class of units. Each Unit represents an undivided beneficial interest in the Trust. Each holder of unit is entitled to one vote per unit.
The Unitholders have the right to receive at least 90% of the Net Distributable Cash Flows of the Trust at least once in every six months in each financial
year in accordance with the InvIT Regulations.
Notes
to the Standalone Financial Statements for the year ended March 31, 2024
A Unitholder has no equitable or proprietary interest in the projects of PGInvIT and is not entitled to any share in the transfer of the projects (or any part
thereof) or any interest in the projects (or any part thereof) of PGInvIT. A Unitholder’s right is limited to the right to require due administration of PGInvIT in
accordance with the provisions of the Trust Deed and the Investment Management Agreement.
Reconciliation of the number of units outstanding and the amount of unit capital:
During the FY 2021-22 the Trust has issued 909,999,200 units at the rate of ₹ 100.00 per unit. Out of which, Fresh issue comprised of 499,348,300 no. of units
and 410,650,900 no. of units allotted to the Sponsor. In compliance with InvIT Regulations, Sponsor retained 136,500,100 no. of units and made an Offer
for Sale for 274,150,800 no. of units.
Retained earnings
Retained earnings are the profits earned till date, less any transfers to reserves and distributions paid to unitholders.
Further Notes:
The term loan is secured by (i) first pari passu charge on entire current assets including loans and advances, any receivables accrued/realized from those
loans and advances extended by the Trust to its subsidiaries (direct or indirect) including loans to all project SPVs and future SPVs; (ii) First pari-passu
charge on Escrow account of the Trust and (iii) First and exclusive charge on Debt Service Reserve Account.
The term loan from bank was raised at the interest rate of 3 months T-Bill rate plus spread of 194 basis point and repayable in 64 quarterly installments of
varying amounts commencing from 30 June 2022. The spread has been revised to 127 basis points w.e.f. 9th July 2023
There have been no breaches in the financial covenants with respect to borrowings.
There has been no default in repayment of loans or payment of interest thereon as at the end of the year.
Notes
to the Standalone Financial Statements for the year ended March 31, 2024
Further Note:
Disclosure with regard to Transactions with related parties is given in Note 26.
iluted EPU amounts are calculated by dividing the profit attributable to unitholders by the weighted average number of units
D
outstanding during the period plus the weighted average number of units that would be issued on conversion of all the dilutive
potential units into unit capital.
The following reflects the profit and unit data used in the basic and diluted EPU computation:
₹ in million
Particulars For the Year ended For the Year ended
on 31 March 2024 on 31 March 2023
Profit after tax for calculating basic and diluted EPU (₹ in million) 10,229.89 (2,760.98)
Weighted average number of units in calculating basic and diluted EPU (No. in 910.00 910.00
million)
Earnings Per Unit
Basic (₹ /unit) 11.24 (3.03)
Diluted (₹ /unit) 11.24 (3.03)
Notes
to the Standalone Financial Statements for the year ended March 31, 2024
24.
SIGNIFICANT ACCOUNTING JUDGEMENTS, a) Fair Valuation and disclosure
ESTIMATES AND ASSUMPTIONS SEBI Circulars issued under the InvIT Regulations
The preparation of the Trust’s financial statements require disclosures relating to net assets at fair
requires management to make judgments, estimates and value and total returns at fair value. In estimating
assumptions that affect the reported amounts of revenue, the fair value of investments in subsidiaries (which
expenses, assets and liabilities and the accompanying constitute substantial portion of the net assets),
disclosures. Uncertainty about these assumptions and the Trust engages independent qualified external
estimates could result in outcomes that require a material valuer, as mandated under InvIT Regulations, to
adjustment to the carrying amount of assets or liabilities perform the valuation. The management works
affected in future periods. closely with the valuers to establish the appropriate
valuation techniques and inputs for valuation.
Judgement The management reports the valuation report and
In the process of applying the Trust’s accounting policies, findings to the Board of the Investment Manager
management has made the following judgements, which half yearly to explain the cause of fluctuations
have the most significant effect on the amounts recognized in the fair value of the projects. The inputs for the
in the financial statements. valuation are taken from observable markets where
possible, but where this is not feasible, a degree of
a) Classification of Unitholders’ Funds judgement is required in establishing fair values.
Judgements include considerations of inputs such
Under the provisions of the InvIT Regulations, PGInvIT
as WACC, Tax rates, Inflation rates, etc. Changes in
is required to distribute to unitholders not less than
assumptions about these factors could affect the
ninety percent of the net distributable cash flows of
fair value.
PGInvIT for each financial year. Accordingly, a portion
of the unitholders’ funds contains a contractual
b) Impairment of Investment in Subsidiaries
obligation of the Trust to pay to its unitholders
cash distributions. The unitholders’ funds could The provision for impairment/ (reversal of impairment)
therefore have been classified as compound financial of investments in subsidiaries is made based on the
instrument which contain both equity and liability difference between the carrying amounts and the
components in accordance with Ind AS 32 – ‘Financial recoverable amounts. The recoverable amount of
Instruments: Presentation’. However, in accordance the investments in subsidiaries has been computed
with SEBI Master Circular No. SEBI/HO/DDHS-PoD- by external independent valuation experts based on
2/P/CIR/2023/115 dated 06 July 2023 issued under value in use calculation for the underlying projects
the InvIT Regulations, the unitholders’ funds have (based on discounted cash flow model). On a periodic
been classified as equity in order to comply with the basis, according to the recoverable amounts of
mandatory requirements of Section H of Chapter 3 of individual portfolio assets computed by the valuation
the SEBI Master Circular dated 06 July 2023 dealing experts, the Trust tests impairment on the amounts
with the minimum disclosures for key financial invested in the respective subsidiary companies.
statements. In line with the above, the distribution
payable to unitholders is recognized as liability when c) Provisions and contingencies
the same is approved by the Investment Manager. The assessments undertaken in recognizing provisions
and contingencies have been made in accordance
Estimates and Assumptions with Ind AS 37 “Provisions, Contingent Liabilities
The key assumptions concerning the future and other key and Contingent Assets”. The evaluation of the
sources of estimation uncertainty at the reporting date, likelihood of the contingent events has required best
that have a significant risk of causing a material adjustment judgment by management regarding the probability
to the carrying amounts of assets and liabilities or fair value of exposure to potential loss. Should circumstances
disclosures within the next financial year, are described change following unforeseeable developments, this
below. The Trust based its assumptions and estimates likelihood could alter.
on parameters available when the financial statements
were prepared. Existing circumstances and assumptions d) Income Taxes:
about future developments, however, may change due to Significant estimates are involved in determining
market changes or circumstances arising that are beyond the provision for current and deferred tax, including
the control of the Trust. Such changes are reflected in the amount expected to be paid/recovered for uncertain
assumptions when they occur. tax positions.
25. FAIR VALUE MEASUREMENTS The inputs to the valuation models for computation of fair
value of assets for the above mentioned statements are
The management has assessed that the financial assets
taken from observable markets where possible, but where
and financial liabilities as at year end are reasonable
this is not feasible, a degree of judgement is required in
approximations of their fair values. establishing fair values. Judgements include considerations
of inputs such as WACC, Tax rates, Inflation rates, etc.
The Trust is required to present the statement of total
assets at fair value and statement of total returns at fair The significant unobservable inputs used in the fair
value as per SEBI Master Circular No. SEBI/HO/DDHS-PoD- value measurement required for disclosures categorised
2/P/CIR/2023/115 dated 06 July 2023 as a part of these within Level 3 of the fair value hierarchy together with a
financial statements- Refer Statement of Net Assets at Fair quantitative sensitivity analysis as at 31 March 2024 and 31
Value and Statement of Total Returns at Fair Value. March 2023 are as shown below:
₹ in million
Increase/(Decrease)
Input for Sensitivity of input
Significant unobservable input in fair value
31 March 2024 to the fair value
31 March 2024
9.00% (1,553.11)
WACC 8.79%
8.50% 2,201.61
₹ in million
Increase/(Decrease)
Input for Sensitivity of input in fair value
Significant unobservable input
31 March 2023 to the fair value
31 March 2023
9.50% (2,768.30)
WACC 9.01%
8.50% 3,134.54
₹ in million
Particulars Date of valuation Level 1 Level 2 Level 3 Total
Assets for which fair values are 31 March 2024 - - 80,194.60 80,194.60
disclosed:
Investment in subsidiaries (Including loan 31 March 2023 - - 80,976.09 80,976.09
to subsidiaries)
Notes
to the Standalone Financial Statements for the year ended March 31, 2024
(ii) The transactions with related parties during the period are as follows: -
₹ in million
Particulars For the Year ended For the Year ended
on 31 March 2024 on 31 March 2023
Income - Interest on loans to subsidiaries
Vizag Transmission Limited 1,139.80 1,136.78
POWERGRID Kala Amb Transmission Limited 276.38 269.70
POWERGRID Parli Transmission Limited 1,895.05 1,962.94
POWERGRID Warora Transmission Limited 2,275.41 2,343.17
POWERGRID Jabalpur Transmission Limited 1,757.64 1,832.68
Total 7,344.28 7,545.27
Notes
to the Standalone Financial Statements for the year ended March 31, 2024
₹ in million
Particulars For the Year ended For the Year ended
on 31 March 2024 on 31 March 2023
Income - Dividend received from subsidiaries
Vizag Transmission Limited 964.76 1,270.96
POWERGRID Kala Amb Transmission Limited 149.86 189.59
POWERGRID Parli Transmission Limited 429.04 560.14
POWERGRID Warora Transmission Limited 369.62 605.36
POWERGRID Jabalpur Transmission Limited 196.46 319.04
Total 2,109.74 2,945.09
Loans to Subsidiaries
POWERGRID Kala Amb Transmission Limited 146.92 -
Total 146.92 -
Repayment of Loan by Subsidiaries
Vizag Transmission Limited 60.00 -
POWERGRID Kala Amb Transmission Limited 90.00 -
POWERGRID Parli Transmission Limited 805.00 295.00
POWERGRID Warora Transmission Limited 820.00 185.00
POWERGRID Jabalpur Transmission Limited 465.00 705.00
Total 2,240.00 1,185.00
Payment of Investment Manager fee (Including Taxes)
POWERGRID Unchahar Transmission Limited (Investment Manager) 99.57 93.08
Payment of Trustee fee (Including Taxes)
IDBI Trusteeship Services Limited (Trustee) 0.35 0.35
Distribution Paid
Power Grid Corporation of India Limited 1,638.00 1,638.00
financial liabilities is to finance the Trust’s investments and The Trust is exposed to credit risk from its investing
operations. activities including loans to subsidiaries, deposits
with banks and other financial instruments. As at 31
The Trust’s principal financial assets include investments, March 2024, the credit risk is considered low since
loans, cash and cash equivalents and other financial assets substantial transactions of the Trust are with its
that are generated from its operations. subsidiaries.
The Trust’s activities expose it to the following financial (B) LIQUIDITY RISK
risks, namely, Liquidity risk management implies maintaining
sufficient cash and marketable securities for meeting
(A) Credit risk, its present and future obligations associated with
financial liabilities that are required to be settled by
(B) Liquidity risk, delivering cash or another financial asset. The Trust’s
objective is to, at all times, maintain optimum levels
(C) Market risk. of liquidity to meet its cash and collateral obligations.
The Trust requires funds for short term operational
The Investment Manager oversees the management of needs as well as for servicing of financial obligation
these risks. under term loan. The Trust closely monitors its liquidity
position and deploys a robust cash management
This note presents information regarding the Trust’s system. It aims to minimise these risks by generating
exposure, objectives and processes for measuring and sufficient cash flows from its current operations.
managing these risks.
Maturities of financial liabilities
The management of financial risks by the Trust is The table below analyses the Trust’s financial
summarized below: - liabilities into relevant maturity groupings based
on their contractual maturities for all non-derivative
(A) CREDIT RISK financial liabilities.
Credit risk is the risk that counterparty will not
meet its obligations under a financial instrument The amount disclosed in the table is the contractual
or customer contract, leading to a financial loss. undiscounted cash flows.
₹ in million
Contractual maturities of financial liabilities Within a year Between 1-5 years Beyond 5 years Total
As at 31 March 2024
Borrowings (including interest outflows) 489.04 2,086.96 9,107.83 11,683.83
Other financial liabilities 3.31 - - 3.31
Total 492.35 2,086.96 9,107.83 11,687.14
As at 31 March 2023
Borrowings (including interest outflows) 507.45 2,080.23 9,289.62 11,877.30
Other financial liabilities 1.48 - - 1.48
Total 508.93 2,080.23 9,289.62 11,878.78
(C) MARKET RISK (i) Currency risk
As on Reporting date the Trust does not have any
Market risk is the risk that the fair value of future cash exposure to currency risk in respect of foreign
flows of a financial instrument will fluctuate because currency denominated loans and borrowings and
of changes in market prices. Market risk comprises procurement of goods and services.
three types of risk:
(ii) Interest rate risk
Interest rate risk is the risk that fair value or future cash
(i) Currency risk
flows of a financial instrument will fluctuate because
of changes in market interest rates. The Trust’s
(ii) Interest rate risk exposure to the risk of changes in market interest
rates relates primarily to the Trust’s long-term debt
(iii) Equity price risk obligations with floating interest rates.
Notes
to the Standalone Financial Statements for the year ended March 31, 2024
The Trust’s exposure to interest rate risk due to variable interest rate borrowings is as follows:
₹ in million
Particulars Amount Impact on profit / loss before tax for the year due to
Increase or decrease in interest rate by 50 basis points
As at 31 March 2024
Term Loan from Bank 5,698.29 28.66
As at 31 March 2023
Term Loan from Bank 5,727.07 28.73
(iii) Equity price risk • maintain an optimal capital structure to reduce the
The Trust has investments in equity shares of cost of capital.
subsidiaries. Future value of the investment in For the purpose of trust’s capital management,
subsidiaries are subject to market price risk arising unit capital includes issued unit capital and all
due to fluctuation in the market conditions. other reserves attributable to the unitholders of
Reports on the fair value of investment in subsidiaries the Trust. Trust manages its capital structure and
are submitted to the management on periodic basis. makes adjustments in light of changes in economic
conditions. To maintain or adjust the capital structure,
At the reporting date, the exposure to equity trust may adjust the distribution to unitholders (subject
investments in subsidiary at carrying value to the provisions of InvIT regulations which require
was ₹ 31,089.84 million. Sensitivity analyses of distribution of at least 90% of the net distributable
significant unobservable inputs used in the fair value cash flows of the Trust to unitholders), return capital
measurement are disclosed in Note 25. to unitholders or issue new units. The Trust monitors
capital using a gearing ratio, which is the ratio of Net
32. Capital management Debt to total Equity plus Net Debt. The Trust’s policy
Trust’s objectives when managing capital are to is to keep the gearing ratio optimum. The Group
• maximize the unitholder value; includes within Net Debt, interest bearing loans and
borrowings and current maturities of long term debt
• safeguard its ability to continue as a going concern; less cash and cash equivalents.
Particulars As at As at
31 March 2024 31 March 2023
(a) Long term debt (₹ in million) 5,698.29 5,727.07
(b) Less: Cash and cash equivalents 2,966.50 2,911.23
(c) Net Debt (a-b) 2,731.79 2,815.84
(d) Total Equity (₹ in million) 77,602.19 78,292.29
(e) Total Equity plus net debt (₹ in million) (c+d) 80,333.98 81,108.13
(f ) Gearing Ratio (c/e) 3.40% 3.47%
The Trust’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the
interest-bearing loans and borrowings that define capital structure requirements. There have been no breaches in the financial
covenants of any interest-bearing loans and borrowing in the current period.
Distributions
Particulars ₹ in million
Distributions made during the year ended 31.03.2024 of ₹ 12.00 per unit (Comprising Taxable 10,919.99
Dividend – ₹ 1.19, Exempt Dividend – ₹ 0.95, Interest – ₹ 7.87, Repayment of SPV Debt–₹ 1.95 and
Treasury Income – ₹ 0.04)
Distributions made during the year ended 31.03.2023 of ₹ 12.00 per unit (Comprising Taxable 10,919.99
Dividend – ₹ 2.37, Exempt Dividend – ₹ 1.01, Interest – ₹ 7.86, Repayment of SPV Debt–₹0.73 and
Treasury Income – ₹ 0.03)
Ratio Numerator Denominator Current Year Previous Year Variance (%) Reason for variance
>25%
(a) Current Current Assets Current 96.21 99.64 (3.44) -
Ratio Liabilities
(b) Debt-Equity Total Debt Shareholder’s 0.07 0.07 - -
Ratio Equity
(c) Debt Service Profit for the Interest & Lease 18.94 23.56 (19.61) Earning during
Coverage period before tax Payments current year got
Ratio + Depreciation + Principal reduced and interest
and amortization Repayments expenditure got
expense + increase due to
Finance costs + increase in T bill
Impairment
(d) Interest Earnings Interest & 20.10 25.20 (20.24) Earning during
Service before Interest, Finance Charges current year got
Coverage Depreciation, net of amount reduced and interest
Ratio Impairment and transferred to expenditure got
Tax expenditure increase due to
during increase in T bill
construction
(e) Return on Profit for the Average 0.13 (0.03) 533.33 Due to reversal
Equity Ratio period after tax Shareholder’s of Impairment of
Equity Investments in
Subsidiaries
Notes
to the Standalone Financial Statements for the year ended March 31, 2024
Ratio Numerator Denominator Current Year Previous Year Variance (%) Reason for variance
>25%
(f ) Inventory Revenue from Average - - - -
turnover Operations Inventory
ratio
(g) Trade Revenue from Average Trade - - - -
Receivables Operations Receivables
turnover (before
ratio deducting
provision)
(h) Trade Gross Other Average Trade - - - -
payables Expense (–) FERV, payables
turnover Provisions, Loss
ratio on disposal of PPE
(i) Net capital Revenue from Current Assets 3.07 3.49 (12.03) -
turnover Operations – Current
ratio Liabilities
(j) Net profit Profit for the Revenue from 1.08 (0.26) 515.38 Due to reversal
ratio period after tax Operations of Impairment of
Investments in
Subsidiaries
(k) Return on Earnings before Tangible Net 0.13 (0.03) 533.33 Due to reversal
Capital interest and taxes Worth + Total of Impairment of
employed Debt + Deferred Investments in
Tax Liability Subsidiaries
(l) Return on Income from Average NA NA NA -
investment Investment Investments
+ Capital
Appreciation
l) The Trust has not received/advanced or loaned or invested funds (either borrowed funds or share premium or any other
sources or kind of funds) through Intermediaries during the financial year.
m) The Trust does not have any transaction that was not recorded in the books of accounts and has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
n) The Trust has not traded or invested in Crypto currency or Virtual Currency during the financial year.
As per our report of even date For and on behalf of Board of Directors of POWERGRID Unchahar Transmission Limited in
For S.K.Mittal & Co. the capacity as Investment Manager to POWERGRID Infrastructure Investment Trust.
Chartered Accountants
FRN: 001135N Anjana Luthra Abhay Choudhary Purshottam Agarwal
Company Secretary Chairman Director
PAN: ABYPL2312H DIN: 07388432 DIN: 08812158
Place: Gurugram Place: Mumbai Place: Mumbai
In our opinion and to the best of our information and according Key Audit Matters
to the explanations given to us and based on the consideration Key audit matters are those matters that, in our professional
of reports of other auditors on separate financial statements judgment, were of most significance in our audit of the
and on the other financial information of the subsidiaries, the consolidated financial statements of the current period.
aforesaid consolidated financial statements give the information These matters were addressed in the context of our audit of the
required by the Securities and Exchange Board of India consolidated financial statements as a whole, and in forming
(Infrastructure Investment Trusts) Regulations, 2014 as amended our opinion thereon, and we do not provide a separate opinion
from time to time including any guidelines and circulars issued on these matters. We have determined the matters described
thereunder, in the manner so required and give a true and fair below to be the key audit matters to be communicated in
view in conformity with Indian Accounting Standards (Ind AS) our report.
Sr.No Key Audit Matter How our audit addressed the key audit matter
1 Assessing Impairment of Goodwill, Property, In making the assessment of the Enterprise Value, we relied
Plant & Equipment (PPE) and Intangible Assets on the valuation report issued by the independent valuer
The Group records Goodwill, Property, Plant & Equipment appointed by the Investment Manager in accordance with SEBI
(PPE) and Intangible Assets (IA) at a carrying value of Rs. InvIT Regulations.
Nil, Rs. 86,495.67 million and Rs 3,921.15 million as at Impact of the same has been duly accounted for in the financial
31st March 2024. statement.
Management reviews regularly whether there are any
indicators of impairment of goodwill, PPE and IA by
reference to the requirements under Ind AS.
Goodwill, PPE and IA is tested for impairment by the
Group using enterprise value of respective subsidiaries
to which the goodwill PPE and IA relates to.
Sr.No Key Audit Matter How our audit addressed the key audit matter
Enterprise value calculation involves use of future
cashflow projections, discounted to present value,
terminal value and other variables and accordingly, the
evaluation of impairment of goodwill, PPE and IA has
been determined as a key audit matter.
2 Computation and disclosures as prescribed in Our audit procedures include the following-
the InvIT regulations relating to Statement of Net • Read the requirements of SEBI InvIT regulations for
Assets and Total Returns at Fair Value disclosures relating to Statement of Net Assets at Fair Value
As per the provisions of InvIT Regulations, the Trust is and Statement of Total Returns at Fair Value.
required to disclose a Statement of Net Assets at Fair
Value and Statement of Total Returns at Fair Value which • Read/Assessed the disclosures in the consolidated financial
requires fair valuation of assets. For this purpose, fair statements for compliance with the relevant requirements
value is determined by forecasting and discounting of InvIT Regulations.
future cash flows. The inputs to the valuation models • Relied on the valuation report issued by the independent
are taken from observable markets where possible, valuer appointed by the Investment Manager in accordance
but where this is not feasible, a degree of judgement is with SEBI InvIT Regulations.
required in establishing fair values. Judgements include
considerations of inputs such as WACC, Tax rates, Inflation
rates etc.
Accordingly, the aforementioned computation and
disclosures are determined to be a key audit matter in
our audit of the consolidated financial statements.
As part of an audit in accordance with SAs, we exercise Materiality is the magnitude of misstatements in the
professional judgment and maintain professional skepticism consolidated financial statements that, individually or in
throughout the audit. We also: aggregate, makes it probable that the economic decisions of
a reasonably knowledgeable user of the financial statements
• Identify and assess the risks of material misstatement of the may be influenced. We consider quantitative materiality and
consolidated financial statements, whether due to fraud qualitative factors in (i) planning the scope of our audit work
or error, design and perform audit procedures responsive and in evaluating the results of our work; and (ii) to evaluate
to those risks, and obtain audit evidence that is sufficient the effect of any identified misstatements in the consolidated
and appropriate to provide a basis for our opinion. The risk financial statements.
of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud We communicate with those charged with governance of
may involve collusion, forgery, intentional omissions, the Trust included in the consolidated financial statements
misrepresentations, or the override of internal control. of which we are the independent auditors regarding, among
other matters, the planned scope and timing of the audit and
•
Obtain an understanding of internal financial controls significant audit findings, including any significant deficiencies
relevant to the audit in order to design audit procedures in internal control that we identify during our audit.
that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of We also provide those charged with governance with a statement
such controls. that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
•
Evaluate the appropriateness of accounting policies used relationships and other matters that may reasonably be thought
and the reasonableness of accounting estimates and to bear on our independence, and where applicable, related
related disclosures made by management. safeguards.
From the matters communicated with those charged with REPORT ON OTHER LEGAL AND REGULATORY
governance, we determine those matters that were of most REQUIREMENTS
significance in the audit of the consolidated financial statements
Based on our audit and as required by InvIT Regulations, we
of the current period and are therefore the key audit matters.
report that;
We describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter
a) We have obtained all the information and explanations
or when, in extremely rare circumstances, we determine that
which, to the best of our knowledge and belief were
a matter should not be communicated in our report because
necessary for the purpose of our audit;
the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
b) The Consolidated Balance Sheet, and the Consolidated
communication.
Statement of Profit and Loss including other comprehensive
income dealt with by this report are in agreement with
OTHER MATTERS
the books of account maintained for the purpose of
We have audited the financial statements and other financial
preparation of the consolidated financial statements; and
information of 3 out of 5 subsidiaries of PGInvIT, i.e. VTL, PKATL
and PJTL. Further, we have carried out the Limited Review of
c) In our opinion, the aforesaid consolidated financial
the audit of the other 2 subsidiaries, i.e PPTL and PWTL. On the
statements comply with the Accounting Standards (Ind
Consolidated basis the financial statements reflect total assets
AS) and/or any addendum thereto as defined in Rule 2(1)
of Rs. 66,724.11 million and net worth of Rs. 12,565.56 million as
(a) of the Companies (Indian Accounting Standards) Rules,
at 31 March 2024, total revenue from operation of Rs 12,653.38
2015, as amended.
million and net cash inflows amounting to Rs. 527.52 million
for the FY 2023-24 before giving effect to elimination of
d) There were no amounts which were required to be
intra-group transactions. The financial statements and other
transferred to the Investor Education and Protection Fund
financial information for PPTL and PWTL have been audited by
by the Trust
other auditors whose reports have been furnished to us by the
management and our opinion on the consolidated financial
statements, in so far as it relates to the amounts and disclosures
For S.K.Mittal & Co.
included in respect of these subsidiaries and our report in
terms of InvIT regulations, in so far as it relates to the aforesaid Chartered Accountants
subsidiaries is based solely on the reports of the other auditors FRN: 001135N
and Limited Review of audit carried out by us.
As per our report of even date For and on behalf of Board of Directors of POWERGRID Unchahar Transmission Limited in
For S.K.Mittal & Co. the capacity as Investment Manager to POWERGRID Infrastructure Investment Trust.
Chartered Accountants
FRN: 001135N Anjana Luthra Abhay Choudhary Purshottam Agarwal
Company Secretary Chairman Director
PAN: ABYPL2312H DIN: 07388432 DIN: 08812158
Place: Gurugram Place: Mumbai Place: Mumbai
₹ In million
B. OTHER EQUITY Reserves and Surplus
Capital Reserve Retained Earnings Total
Balance as at 01 April 2023 330.15 (14,265.18) (13,935.03)
Total Comprehensive income for the year - 9,267.49 9,267.49
Distribution during the year*^ - (10,919.99) (10,919.99)
Balance as at 31 March 2024 330.15 (15,917.68) (15,587.53)
Balance as at 01 April 2022 330.15 (1,393.81) (1,063.66)
Total Comprehensive income for the year - (1,951.38) (1,951.38)
Distribution during the year*^^ - (10,919.99) (10,919.99)
Balance as at 31 March 2023 330.15 (14,265.18) (13,935.03)
The accompanying notes (1 to 52) form an integral part of financial statements.
* The distributions made by Trust to its Unitholders are based on the Net Distributable Cash flows (NDCF) of PGInvIT under the InvIT Regulations which
includes repayment of debt by SPVs to PGInvIT.
^ The distribution for year ended 31 March 2024 does not include the distribution relating to the quarter ended 31 March 2024, as the same will be
paid subsequently.
^^ The distribution for year ended 31 March 2023 does not include the distribution relating to the quarter ended 31 March 2023, as the same was paid
subsequent to the year ended 31 March 2023.
As per our report of even date For and on behalf of Board of Directors of POWERGRID Unchahar Transmission Limited in
For S.K.Mittal & Co. the capacity as Investment Manager to POWERGRID Infrastructure Investment Trust.
Chartered Accountants
FRN: 001135N Anjana Luthra Abhay Choudhary Purshottam Agarwal
Company Secretary Chairman Director
PAN: ABYPL2312H DIN: 07388432 DIN: 08812158
Place: Gurugram Place: Mumbai Place: Mumbai
Reconciliation between opening and closing balances for liabilities arising from financing
activities :- ₹ In million
Particulars As at As at
31 March 2024 31 March 2023
Long term borrowings
Balance at the beginning of the year 5,720.78 5,749.06
Cash flow
- Interest (468.22) (413.83)
- Proceeds/(repayments) (28.78) (28.78)
Accrual 468.71 414.33
Balance at the end of the year 5,692.49 5,720.78
The accompanying notes (1 to 52) form an integral part of financial statements.
As per our report of even date For and on behalf of Board of Directors of POWERGRID Unchahar Transmission Limited in
For S.K.Mittal & Co. the capacity as Investment Manager to POWERGRID Infrastructure Investment Trust.
Chartered Accountants
FRN: 001135N Anjana Luthra Abhay Choudhary Purshottam Agarwal
Company Secretary Chairman Director
PAN: ABYPL2312H DIN: 07388432 DIN: 08812158
Place: Gurugram Place: Mumbai Place: Mumbai
*Fair value of the assets as disclosed in the above table has been derived based on the equity value as per the fair valuation report issued by the independent
valuer appointed under SEBI (Infrastructure Investment Trusts) Regulations, 2014, book value of debt and book value of other assets and liabilities.
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
Vizag Transmission Limited 18,964.08 19,088.89
POWERGRID Kala Amb Transmission Limited 4,454.84 4,341.60
POWERGRID Parli Transmission Limited 24,119.12 24,031.44
POWERGRID Warora Transmission Limited 26,180.08 26,096.77
POWERGRID Jabalpur Transmission Limited 18,564.60 18,584.73
92,282.72 92,143.43
Assets of PGInvIT 3,103.62 3,038.67
Add/(Less): Elimination and Other Adjustments** 7,302.59 6,829.40
Total Assets 1,02,688.93 1,02,011.50
**It includes eliminations primarily pertaining to inter group lending / borrowing and consolidation adjustments
***Total comprehensive income as per Profit & Loss statement captures the impact of fair valuation through impairment of Investment in subsidiaries.
Same is based on the fair valuation report of the independent valuer appointed under SEBI (Infrastructure Investment Trusts) Regulations, 2014.
*During the period, Trust has given loan to PKATL for the construction of RTM project.
Note: During the period, amount not less than 90% of NDCF has already been distributed to PGInvIT.
* Other adjustments are with respect to changes in other non-current assets/liabilities which are not part of Working Capital.
Note: During the period, amount not less than 90% of NDCF has already been distributed to PGInvIT.
*Includes capitalised interest of ₹ 5.67 million against the loan for the purpose of funding the project awarded to PKATL under Regulated Tariff Mechanism.
** Retention is for the purpose of funding the project awarded to PKATL under Regulated Tariff Mechanism
** *Other adjustments are with respect to changes in other non-current assets/liabilities which are not part of Working Capital.
Note: During the period, amount not less than 90% of NDCF has already been distributed to PGInvIT.
* Other adjustments are with respect to changes in other non-current assets/liabilities which are not part of Working Capital.
Note: During the period, amount not less than 90% of NDCF has already been distributed to PGInvIT.
* Other adjustments are with respect to changes in other non-current assets/liabilities which are not part of Working Capital.
Note: During the period, amount not less than 90% of NDCF has already been distributed to PGInvIT.
* Other adjustments are with respect to changes in other non-current assets/liabilities which are not part of Working Capital.
1. GROUP INFORMATION:
POWERGRID Infrastructure Investment Trust 2. MATERIAL ACCOUNTING POLICY INFORMATION
(“PGInvIT”/”Trust”) was set up on 14 September 2020 as A summary of the material accounting policy information
an irrevocable trust, pursuant to the Trust Deed, under applied in the preparation of the consolidated financial
the provisions of the Indian Trusts Act, 1882. The Trust was statements are as given below. These accounting policies
registered with SEBI on 7 January 2021 as an infrastructure have been applied consistently to all periods presented in
investment trust under Regulation 3(1) of the SEBI
the consolidated financial statements. The Consolidated
InvIT Regulations having registration number IN/
financial statements of the group are consisting of the
InvIT/20-21/0016.
Trust and its subsidiaries.
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
estimates and assumptions are made on a reasonable on which control is transferred to the Group. They are
and prudent basis taking into account all available deconsolidated from the date that control ceases.
information, actual results could differ from these
estimates. The estimates and underlying assumptions The Group combines the financial statement of the
are reviewed on an ongoing basis. Revisions to subsidiaries line by line adding together like items of
accounting estimates are recognised in the period assets, liabilities, equity, income, and expenses. Inter Group
in which the estimate is revised if the revision effects transactions, balances and unrealized gains on transactions
only that period or in the period of the revision and between companies are eliminated. Unrealized losses are
future periods if the revision affects both current also eliminated unless the transaction provides evidence of
and future years (Refer Note no. 33 on Significant an impairment of the transferred asset. Accounting policies
accounting judgements, estimates and assumptions). of subsidiaries are harmonised to ensure consistency with
the policies adopted by the Group.
v) Current and non-current classification
The Group presents assets and liabilities in the The acquisition method of accounting is used to account
balance sheet based on current/non-current for business combination by the group.
classification. An asset is current when it is:
Non-controlling interest represents that part of the total
• Expected to be realized or intended to be sold comprehensive income and net assets of subsidiaries
or consumed in normal operating cycle; attributable to interests which are not owned, directly or
• Held primarily for the purpose of trading; indirectly, by the Trust.
• Expected to be realized within twelve months The consolidated financial statements have been prepared
after the reporting period; or in accordance with Indian Accounting Standard (Ind AS)
• Cash or cash equivalent unless restricted 110 – ‘Consolidated Financial Statements’
from being exchanged or used to settle a
liability for at least twelve months after the 2.3 Business Combinations
reporting period. Business combinations are accounted for using the
acquisition method. The cost of an acquisition is measured
All other assets are classified as non-current.
as the aggregate of the consideration transferred measured
A liability is current when: at acquisition date fair value and the amount of any
• It is expected to be settled in normal non-controlling interests in the acquiree. For each business
operating cycle; combination, the Group elects whether to measure the
non-controlling interests in the acquiree at fair value or
• It is held primarily for the purpose of trading; at the proportionate share of the acquiree’s identifiable
• It is due to be settled within twelve months after net assets. Acquisition related costs are recognised in the
the reporting period; or statement of profit and loss as incurred.
• There is no unconditional right to defer The acquiree’s identifiable assets, liabilities and contingent
settlement of the liability for at least twelve liabilities that meet the condition for recognition are
months after the reporting period. recognised at their fair values at the acquisition date.
All other liabilities are classified as non-current. Goodwill arising on business combination is initially
measured at cost, being the excess of the aggregate of the
Deferred tax assets/liabilities are classified as
consideration transferred and the amount recognised for
non-current.
non-controlling interests, and any previous interest held,
The Group recognizes twelve months period as its over the fair value of net identifiable assets acquired and
operating cycle. liabilities assumed. After initial recognition, Goodwill is
tested for impairment annually and measured at cost less
2.2 Principles of Consolidation any accumulated impairment losses if any. Any impairment
Subsidiaries are entities over which the Group has control. loss for goodwill is recognised in the statement of profit
The Group controls an entity when the Group is exposed and loss.
to, or has right to, variable returns from its involvement
with the entity and has the ability to affect those returns 2.4 Fair value measurement
through its power to direct the relevant activities of the The Group measures financial instruments at fair value at
entity. Subsidiaries are fully consolidated from the date each balance sheet date.
Fair value is the price that would be received to sell an In estimating the fair value of investments in subsidiaries,
asset or paid to transfer a liability in an orderly transaction the Group engages independent qualified external
between market participants at the measurement date. valuers to perform the valuation. The management
The fair value measurement is based on the presumption works closely with the external valuers to establish the
that the transaction to sell the asset or transfer the liability appropriate valuation techniques and inputs to the model.
takes place either: The management in conjunction with the external valuers
also compares the change in fair value with relevant
• In the principal market for the asset or liability, or
external sources to determine whether the change is
• In the absence of a principal market, in the most reasonable. The management reports the valuation report
advantageous market for the asset or liability. and findings to the Board of the Investment Manager half
yearly to explain the cause of fluctuations in the fair value
The principal or the most advantageous market must be of the projects.
accessible by the Group.
At each reporting date, the management analyses the
The fair value of an asset or a liability is measured using movement in the values of assets and liabilities which are
the assumptions that market participants would use required to be remeasured or reassessed as per the Group’s
when pricing the asset or liability, assuming that market accounting policies. For this analysis, the management
participants act in their economic best interest. verifies the major inputs applied in the latest valuation by
agreeing the information in the valuation computation
A fair value measurement of a non-financial asset takes based upon relevant documents.
into account a market participant’s ability to generate
economic benefits by using the asset in its highest and For the purpose of fair value disclosures, the Group has
best use or by selling it to another market participant that determined classes of assets and liabilities on the basis of
would use the asset in its highest and best use. the nature, characteristics and risks of the asset or liability
and the level of the fair value hierarchy, as explained above.
The Group uses valuation techniques that are appropriate
in the circumstances and for which sufficient data are This note summarises accounting policy for fair value.
available to measure fair value, maximising the use of Other fair value related disclosures are given in the
relevant observable inputs and minimising the use of relevant notes.
unobservable inputs.
• Quantitative disclosures of fair value measurement
All assets and liabilities for which fair value is measured hierarchy (Note 39)
or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based • Disclosures for valuation methods, significant
on the lowest level input that is significant to the fair value estimates and assumptions (Note 33 and 39)
measurement as a whole:
• Financial instruments (including those carried at
Level 1- Quoted (unadjusted) market prices in active amortised cost) (Note 7,10,13,17,20,21,22)
markets for identical assets or liabilities;
2.5 Property, Plant and Equipment
Level 2- Valuation techniques for which the lowest level
Initial Recognition and Measurement
input that is significant to the fair value measurement is
directly or indirectly observable; Property, Plant and Equipment is initially measured at
cost of acquisition/construction including any costs
Level 3- Valuation techniques for which the lowest level directly attributable to bringing the asset to the location
input that is significant to the fair value measurement is and condition necessary for it to be capable of operating
unobservable. in the manner intended by management. After initial
recognition, Property, Plant and Equipment is carried at
For assets and liabilities that are recognised in the cost less accumulated depreciation / amortisation and
financial statements on a recurring basis, the Group accumulated impairment losses, if any.
determines whether transfers have occurred between
levels in the hierarchy by re-assessing categorisation In the case of commissioned assets, where final settlement
(based on the lowest level input that is significant to the of bills with contractors is yet to be effected, capitalization
fair value measurement as a whole) at the end of each is done on provisional basis subject to necessary
reporting period. adjustments in the year of final settlement.
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
Transmission system assets are considered as ready for 2.6 Capital Work-In-Progress (CWIP)
intended use after meeting the conditions for commercial Cost of material, erection charges and other expenses
operation as stipulated in Transmission Service Agreement incurred for the construction of Property, Plant and
(TSA) and capitalized accordingly. Equipment are shown as CWIP based on progress of
erection work till the date of capitalization.
The cost of land includes provisional deposits, payments/
liabilities towards compensation, rehabilitation and other Expenditure of office and Projects, directly attributable
expenses wherever possession of land is taken. to construction of property, plant and equipment are
identified and allocated on a systematic basis to the cost
Expenditure on levelling, clearing and grading of land is of the related assets.
capitalized as part of cost of the related buildings.
Interest during construction and expenditure (net)
Spares parts whose cost is ₹5,00,000/- and above, standby allocated to construction as per policy above are kept
equipment and servicing equipment which meets the as a separate item under CWIP and apportioned to the
recognition criteria of Property, Plant and Equipment are assets being capitalized in proportion to the closing
capitalized. balance of CWIP.
If the cost of the replaced part or earlier inspection Subsequent expenditure on already capitalized Intangible
component is not available, the estimated cost of assets is capitalised when it increases the future economic
similar new parts/inspection component is used as an benefits embodied in an existing asset and is amortised
indication of what the cost of the existing part/ inspection prospectively.
component was when the item was acquired or inspection
was carried out. The cost of software (which is not an integral part of the
related hardware) acquired for internal use and resulting
The costs of the day-to-day servicing of property, plant and in significant future economic benefits is recognized as an
equipment are recognised in the Statement of Profit and intangible asset when the same is ready for its use.
Loss as incurred.
Afforestation charges for acquiring right-of-way for laying
Derecognition transmission lines are accounted for as intangible assets
on the date of capitalization of related transmission lines.
An item of Property, Plant and Equipment is derecognized
when no future economic benefits are expected from their Expenditure on development shall be recognised as
use or upon their disposal. intangible asset if it meets the eligibility criteria as per Ind
AS 38 “Intangible Assets”, otherwise it shall be recognised
The gain or loss arising from derecognition of an item as an expense.
of property, plant and equipment is determined as the
difference between the net disposal proceeds and the Expenditure incurred, eligible for capitalization under the
carrying amount of the asset and is recognised in the head Intangible Assets, are carried as “Intangible Assets
Statement of Profit and Loss on the date of disposal or under Development” till such assets are ready for their
retirement. intended use.
An item of Intangible asset is derecognised upon disposal Where the cost of depreciable property, plant and
or when no future economic benefits are expected from its equipment has undergone a change due to increase/
use or disposal. Gains or losses arising from derecognition decrease in long term monetary items on account of
of an intangible asset are measured as the difference exchange rate fluctuation, price adjustment, change in
between the net disposal proceeds and the carrying duties or similar factors, the unamortized balance of such
amount of the asset and are recognised in the Statement asset is depreciated prospectively.
of Profit and Loss when the asset is derecognised.
Depreciation on additions to/deductions from Property,
2.8 Depreciation / Amortisation Plant and Equipment during the year is charged on
pro-rata basis from/up to the date on which the asset is
Property, Plant and Equipment
available for use/disposed.
Depreciation/Amortisation on the items of Property, Plant
and Equipment related to transmission business under The residual values, useful lives and methods of
Tariff Based Competitive Bidding (TBCB) mechanism is depreciation for items of property, plant and equipment
provided on straight line method based on the useful life are reviewed at each financial year-end and adjusted
specified in Schedule II of the Companies Act, 2013. prospectively, wherever required
Residual value is considered for all items of Property, Plant 2.9 Borrowing Costs
and Equipment in line with Companies Act, 2013 except Borrowing costs directly attributable to the acquisition
for Computers and Peripherals and Servers and Network or construction of qualifying assets are capitalized (net of
Components for which residual value is considered as Nil. income on temporary deployment of funds) as part of the
cost of such assets till the assets are ready for the intended
Property, plant and equipment costing ₹5,000/- or less, are use. Qualifying assets are assets which take a substantial
fully depreciated in the year of acquisition. period of time to get ready for their intended use.
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
2.10 Impairment of non-financial assets Surplus materials as determined by the management are
The carrying amounts of the Groups’ non-financial assets held for intended use and are included in the inventory.
are reviewed at least annually to determine whether there
The diminution in the value of obsolete, unserviceable
is any indication of impairment considering the provisions
and surplus stores and spares is ascertained on review
of Ind AS 36 ‘Impairment of Assets’. If any such indication
and provided for.
exists, then the asset’s recoverable amount is estimated.
2.13 Leases
The recoverable amount of an asset or cash-generating unit
Lease is a contract that conveys the right to control the
is the higher of its fair value less costs to disposal and its
use of an identified asset for a period of time in exchange
value in use. In assessing value in use, the estimated future
for consideration.
cash flows are discounted to their present value using a
discount rate that reflects current market assessments of
To assess whether a contract conveys the right to control
the time value of money and the risks specific to the asset
the use of an identified asset, the group assesses whether:
for which the estimates of future cash flows have not been (i) the contract involves use of an identified asset, (ii) the
adjusted. For the purpose of impairment testing, assets customer has substantially all the economic benefits from
that cannot be tested individually are grouped together the use of the asset through the period of the lease and (iii)
into the smallest group of assets that generates cash the customer has the right to direct the use of the asset.
inflows from continuing use that are largely independent
of the cash inflows of other assets or groups of assets (the i) As a Lessee
“cash-generating unit”, or “CGU”). At the date of commencement of the lease, the
group recognises a right-of-use asset (ROU)
An impairment loss is recognized if the carrying amount and a corresponding lease liability for all lease
of an asset or its CGU exceeds its estimated recoverable arrangements in which it is a lessee, except for lease
amount. Impairment losses are recognized in the with a term of twelve months or less (i.e. short term
statement of profit and loss. Impairment losses recognized leases) and leases for which the underlying asset
in respect of CGUs are reduced from the carrying amounts is of low value. For these short-term and leases for
of the assets of the CGU. which the underlying asset is of low value, the group
recognizes the lease payments on straight-line basis
Impairment losses recognized in prior periods are assessed over the term of the lease.
at each reporting date for any indications that the loss
has decreased or no longer exists. An impairment loss is Certain lease arrangements includes the options to
reversed if there has been a change in the estimates used extend or terminate the lease before the end of the
to determine the recoverable amount. An impairment lease term. ROU assets and lease liabilities includes
loss is reversed only to the extent that the asset’s carrying these options when it is reasonably certain that they
amount does not exceed the carrying amount that would will be exercised.
have been determined, net of depreciation or amortization,
The right-of-use assets are initially recognized at
if no impairment loss had been recognized.
cost, which comprises the amount of the initial
measurement of the lease liability adjusted for any
2.11 Cash and cash equivalents
lease payments made at or before the inception
Cash and cash equivalents include cash on hand and at date of the lease along with any initial direct costs,
bank, and deposits held at call with banks having a maturity restoration obligations and lease incentives received.
of three months or less from the date of acquisition that
are readily convertible to a known amount of cash and are Subsequently, the right-of-use assets is measured at
subject to an insignificant risk of changes in value cost less any accumulated depreciation, accumulated
impairment losses, if any and adjusted for any 2.14 Employee benefits
remeasurement of the lease liability. The group Employee benefits are all forms of consideration given by
applies Ind AS 36 to determine whether a ROU asset is an entity in exchange for service rendered by employees
impaired and accounts for any identified impairment or for the termination of employment.
loss as described in the accounting policy 2.10 on
“Impairment of non-financial assets”. Short-term employee benefits are employee benefits
(other than termination benefits) that are expected to be
The lease liability is initially measured at present value settled wholly before twelve months after the end of the
of the lease payments that are not paid at that date. annual reporting period in which the employees render
the related service.
The interest cost on lease liability is expensed in
the Statement of Profit and Loss, unless eligible Employee benefit obligations are measured on an
for capitalization as per accounting policy 2.9 on undiscounted basis and are expensed as the related
“Borrowing costs”. service is provided
Lease liability and ROU asset have been separately 2.15 Financial Instruments
presented in the financial statements and lease A financial instrument is any contract that gives rise to
payments have been classified as financing a financial asset of one entity and a financial liability or
cash flows. equity instrument of another entity.
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
financial assets is included in finance income using the all the risks and rewards of the asset, but has
effective interest rate method. transferred control of the asset.
Debt Instruments at Fair value through other The difference between the carrying amount and the
comprehensive income (FVOCI): Assets that are held for amount of consideration received/receivable is recognised
collection of contractual cash flows and for selling the in the Statement of Profit and Loss.
financial assets, where the assets’ cash flows represent
solely payments of principal and interest, are measured at Impairment of financial assets:
fair value through other comprehensive income (FVOCI). For trade receivables and contract assets, the group applies
On derecognition of the asset, cumulative gain or loss
the simplified approach required by Ind AS 109 Financial
previously recognised in Other Comprehensive Income
Instruments, which requires expected lifetime losses to be
(OCI) is reclassified from the equity to profit and loss.
recognised from initial recognition of the receivables.
Interest income from these financial assets is included in
finance income using the effective interest rate method.
For recognition of impairment loss on other financial assets
and risk exposure, the group determines whether there
Debt instruments at Fair value through profit or loss
has been a significant increase in the credit risk since initial
(FVPL): Assets that do not meet the criteria for amortised
recognition. If credit risk has not increased significantly,
cost or FVOCI are measured at fair value through profit
or loss. Interest income and net gain or loss on a debt 12-month Expected Credit Loss (ECL) is used to provide
instrument that is subsequently measured at FVPL are for impairment loss. However, if credit risk has increased
recognised in statement of profit and loss and presented significantly, lifetime ECL is used. If, in a subsequent period,
within other income in the period in which it arises. credit quality of the instrument improves such that there
is no longer a significant increase in credit risk since
Equity investments initial recognition, then the entity reverts to recognizing
All equity investments in scope of Ind AS 109 ‘Financial impairment loss allowance based on 12 -month ECL.
Instruments’ are measured at fair value. The group may,
on initial recognition, make an irrevocable election to Financial Liabilities
present subsequent changes in the fair value in other Financial liabilities of the group are contractual obligation
comprehensive income (FVOCI) on an instrument to deliver cash or another financial asset to another entity
by-instrument basis. or to exchange financial assets or financial liabilities with
another entity under conditions that are potentially
For equity instruments classified as at FVOCI, all fair value unfavourable to the group.
changes on the instrument, excluding dividends are
recognized in the OCI. There is no recycling of the amounts The group’s financial liabilities include loans & borrowings,
from OCI to Profit or Loss, even on sale of investment. trade and other payables.
However, the group may transfer the cumulative gain or
loss within equity. Classification, initial recognition and measurement
Financial liabilities are recognised initially at fair value
Derecognition of financial assets
minus transaction costs that are directly attributable to
A financial asset is derecognized only when the issue of financial liabilities.
i) The rights to receive cash flows from the asset have Subsequent measurement
expired, or
After initial recognition, financial liabilities are subsequently
ii) a) The group has transferred the rights to receive measured at amortised cost using the effective interest
cash flows from the financial asset (or) retains rate (EIR) method. Amortised cost is calculated by taking
the contractual rights to receive the cash flows into account any discount or premium on acquisition
of the financial assets, but assumes a contractual and fees or costs that are an integral part of the effective
obligation to pay the cash flows to one or more interest rate. Any difference between the proceeds (net
recipients and of transaction costs) and the redemption amount is
recognised in the Statement of Profit and Loss over the
b) the group has transferred substantially all the period of the borrowings using the EIR. Gains and losses
risks and rewards of the asset (or) the group has are recognised in Statement of Profit and Loss when the
neither transferred nor retained substantially liabilities are derecognised.
The EIR amortisation is included as finance costs in the Current income tax
Statement of Profit and Loss. The Current Tax is based on taxable profit for the year
under the tax laws enacted and applicable to the reporting
Derecognition of financial liability period in the countries where the group operates and
A financial liability is derecognised when the obligation generates taxable income and any adjustment to tax
under the liability is discharged or cancelled or expires. payable in respect of previous years.
When an existing liability is replaced by another from the
same lender on substantially different terms, or the terms Deferred tax
of an existing liability are substantially modified, such an Deferred tax is recognised on temporary differences
exchange or modification is treated as the derecognition between the carrying amounts of assets and liabilities in
of the original liability and the recognition of a new the group’s financial statements and the corresponding
liability. The difference between the carrying amount of a tax bases used in the computation of taxable profit
and is accounted for using the Balance Sheet method.
financial liability that has been extinguished or transferred
Deferred tax assets are generally recognised for all
to another party and the consideration paid, including
deductible temporary differences, unused tax losses and
any non-cash assets transferred or liabilities assumed, is
unused tax credits to the extent that it is probable that
recognised in Statement of Profit and Loss as other income
future taxable profits will be available against which those
or finance cost. deductible temporary differences, unused tax losses and
unused tax credits can be utilised. The carrying amount of
Offsetting of financial instruments deferred tax assets is reviewed at each Balance Sheet date
Financial assets and financial liabilities are offset and the and reduced to the extent that it is no longer probable that
net amount is reported in the Balance Sheet if there is a sufficient taxable profits will be available against which the
currently enforceable legal right to offset the recognised temporary differences can be utilised.
amounts and there is an intention to settle on a net basis,
to realise the assets and settle the liabilities simultaneously. Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply in the period in which the
2.16 Foreign Currencies Translation liability is settled or the asset realised, based on tax rates
(and tax laws) that have been enacted or substantively
The Group’s financial statements are presented in INR,
enacted by the Balance Sheet date.
which is its functional currency. The Group does not have
any foreign operation. Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset current tax liabilities and
Transactions and balances assets, and they relate to income taxes levied by the same
Transactions in foreign currencies are initially recorded by tax authority.
the group at the exchange rate prevailing on the date of
transaction. Monetary assets and liabilities denominated Deferred tax assets include Minimum Alternative Tax
in foreign currencies are translated with reference to the (MAT) paid in accordance with the tax laws in India, which
rates of exchange ruling on the date of the reporting date. is likely to give future economic benefits in the form of
availability of set off against future income tax liability.
Exchange differences arising on settlement or translation MAT is recognised as deferred tax asset in the balance
sheet when the asset can be measured reliably and it is
of monetary items are recognised in profit or loss.
probable that the future economic benefit associated with
the asset will be realised.
Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using
2.18 Revenue
the exchange rates at the dates of the initial transactions.
Revenue for transmission business under TBCB route is
2.17 Income Tax measured based on the transaction price to which the
Group expects to be entitled in a contract with a customer
Income tax expense represents the sum of current and and excludes amounts collected on behalf of third parties.
deferred tax. Tax is recognised in the Statement of Profit
and Loss, except to the extent that it relates to items Revenue for transmission business under RTM route is
recognised directly in equity or other comprehensive accounted for based on tariff order notified by CERC.
income. In this case the tax is also recognised directly in In case of transmission projects where final tariff orders are
equity or in other comprehensive income. yet to be notified, revenue is accounted for on provisional
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
basis as per tariff regulations and orders of the CERC in Revenue from rentals and operating leases is
similar cases. Difference, if any, is accounted on issuance recognized on an accrual basis in accordance with
of final tariff orders by the CERC. the substance of the relevant agreement.
The Group recognises revenue when it transfers control of Income from dividend on investments is accrued in
a product or service to a customer. the year in which it is declared, whereby the Group’s
right to receive is established.
Significant Financing Component
Where the period between the transfer of the promised 2.19 Cash distributions to unit holders
goods or services to the customer and payment by the
The group recognises a liability to make cash distributions to
customer exceeds one year, the Company assesses the
unit holders when the distribution is authorised, and a legal
effects of significant financing component in the contract.
obligation has been created. As per the InvlT Regulations, a
As a consequence, the Company makes adjustment in the
distribution is authorised when it is approved by the Board
transaction prices for the effects of time value of money.
of Directors of the Investment Manager. A corresponding
2.18.1 Revenue from Operations amount is recognised directly in equity.
Transmission Income is accounted for based on
orders issued by CERC u/s 63 of Electricity Act 2003
2.20 Provision and contingencies
for adoption of transmission charges. As at each Provisions
reporting date, transmission income includes an Provisions are recognised when the group has a present
accrual for services rendered to the customers but obligation (legal or constructive) as a result of a past event,
not yet billed. it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation
Rebates allowed to beneficiaries as early payment
and a reliable estimate can be made of the amount of
incentives are deducted from the amount of revenue.
the obligation. If the effect of the time value of money is
The Transmission system incentive / disincentive is material, provisions are discounted. Unwinding of the
accounted for based on certification of availability discount is recognised in the Statement of Profit and Loss as
by the respective Regional Power Committees (RPC) a finance cost. Provisions are reviewed at each Balance Sheet
and in accordance with the Transmission Service date and are adjusted to reflect the current best estimate.
Agreement (TSA) entered between the Transmission
Service Provider and long term Transmission Contingencies
Customers. Where certification by RPCs is not Contingent liabilities are disclosed on the basis of
available, incentive/disincentive is accounted for on judgment of the management / independent experts.
provisional basis as per estimate of availability by These are reviewed at each balance sheet date and are
the group and differences, if any, is accounted upon adjusted to reflect the current management estimate.
certification by RPCs.
Contingent liabilities are disclosed when there is a
2.18.2 Other Income possible obligation arising from past events, the existence
Interest income is recognized, when no significant of which will be confirmed only by the occurrence or
uncertainty as to measurability or collectability exists, non-occurrence of one or more uncertain future events
on a time proportion basis taking into account the not wholly within the control of the group or a present
amount outstanding and the applicable interest rate, obligation that arises from past events where it is either
using the effective interest rate method (EIR). not probable that an outflow of resources will be required
to settle or a reliable estimate of the amount cannot be
Surcharge recoverable from trade receivables,
made. Information on contingent liability is disclosed in
liquidated damages, warranty claims and interest
the Notes to the Financial Statements.
on advances to suppliers are recognized when
no significant uncertainty as to measurability and Contingent assets are possible assets that arise from past
collectability exists. events and whose existence will be confirmed only by the
Income from Scrap is accounted for as and when sold. occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the group.
Insurance claims for loss of profit are accounted Contingent assets are disclosed in the financial statements
for in the year of acceptance. Insurance claims are when inflow of economic benefits is probable on the
accounted for based on certainty. basis of judgment of management. These are assessed
continually to ensure that developments are appropriately and weighted average number of shares outstanding
reflected in the financial statements. during the year.
2.21 Prior Period Items Diluted earnings per unit is computed using the net profit
Material prior period errors are corrected retrospectively or loss for the year attributable to the unitholders and
by restating the comparative amounts for prior period weighted average number of units and potential units
presented in which the error occurred or if the error outstanding during the year, except where the result would
occurred before the earliest period presented, by restating be anti-dilutive.
the opening balance sheet.
2.23 Statement of Cash Flows
2.22 Earnings per unit Statement of Cash Flows is prepared as per indirect method
Basic earnings per unit is computed using the net prescribed in the Ind AS 7 ‘Statement of Cash Flows.
profit or loss for the year attributable to the unitholders
Office equipment 2.68 - - - 2.68 1.50 0.37 - (0.03) 1.83 0.85 1.18
Electronic Data Processing & Word 0.73 8.79 - - 9.52 0.71 1.49 - - 2.20 7.32 0.02
Processing Machines
Construction and Workshop equipment 0.14 - - - 0.14 0.03 - - - 0.04 0.10 0.11
Electrical Installation 4.06 - - - 4.06 1.40 0.34 - (0.04) 1.70 2.36 2.66
Workshop & Testing Equipments 25.04 5.16 - - 30.20 2.35 0.94 - (0.33) 2.96 27.24 22.69
Miscellaneous Assets/Equipments 0.18 0.49 - - 0.67 0.13 0.02 - (0.02) 0.13 0.54 0.05
Total 1,10,887.86 294.57 1.00 0.20 1,11,181.23 24,142.35 3,006.15 0.20 (2,462.75) 24,685.55 86,495.67 86,745.51
Further Note :
FINANCIAL STATEMENTS
The Group owns 72.53 Hectare of Freehold Land amounting to ₹ 201.19 million based on available Documentation.
to the Consolidated Financial Statements for the year ended March 31, 2024
132
Cost Accumulated depreciation Net Book Value
As at 01 Additions Disposal Adjustment As at 31 As at 01 Additions Disposal Impairment As at 31 As at 31 As at 31
Particulars April during during March April during March March March
2022 the year the year 2023 2022 the year 2023 2023 2022
Notes
Land
Freehold 309.04 - - - 309.04 - - - - - 309.04 309.04
Buildings
Sub-Stations & Office 314.14 8.61 - - 322.75 29.96 9.22 - 8.74 47.92 274.83 284.18
Township 14.31 - - - 14.31 1.23 0.41 - 0.17 1.81 12.50 13.08
Plant & Equipment
Transmission 94,856.07 7.63 - - 94,863.70 10,672.11 2,571.81 - 7,685.03 20,928.95 73,934.75 84,183.96
Substation 15,236.67 45.04 - - 15,281.71 1,749.82 413.32 - 975.01 3,138.15 12,143.56 13,486.85
Unified Load Dispatch & Communication 42.41 - - - 42.41 6.15 1.96 - 4.09 12.20 30.21 36.26
Furniture and Fixtures 21.11 - - - 21.11 3.61 1.88 - 1.71 7.20 13.91 17.50
Office equipment 2.46 0.22 - - 2.68 1.01 0.39 - 0.10 1.50 1.18 1.45
Further Note :
The Group owns 72.53 Hectare of Freehold Land amounting to ₹ 201.19 million based on available Documentation.
to the Consolidated Financial Statements for the year ended March 31, 2024
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
₹ in million
Particulars As at Additions Adjustments Capitalised As at
01 April 2022 during the year during the year 31 March 2023
Buildings
Sub-Stations & Office - 5.72 - 5.72 -
Township 24.76 27.02 - 2.89 48.89
Plant & Equipments (including
associated civil works)
Transmission - 7.63 - 7.63 -
Sub-Station 13.94 67.54 - 45.04 36.44
Furniture & Fixtures - - - - -
Construction Stores (Net of Provision) 1.05 64.84 - - 65.89
Total 39.75 172.75 - 61.28 151.22
134
₹ in million
Cost Accumulated Amortisation Net Book Value
As at Additions Adjustment As at As at Additions As at As at As at
Notes
Particulars
01 April during Disposal during 31 March 01 April during Disposal Impairment 31 March 31 March 31 March
2023 the year the year 2024 2023 the year 2024 2024 2023
Right of Way-Afforestation Expenses 1,802.66 - - - 1,802.66 423.52 50.64 - (24.82) 449.34 1,353.32 1,379.14
Rights to Additional Revenue 3,041.50 - - - 3,041.50 430.20 97.33 - (53.86) 473.67 2,567.83 2,611.30
Total 4,844.16 - - - 4,844.16 853.72 147.97 - (78.68) 923.01 3,921.15 3,990.44
₹ in million
Cost Accumulated Amortisation Net Book Value
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
Further Notes:
Refer Note 50 for disclosure as per Ind AS 115 ‘Revenue from Contracts with Customers’.
Electricity (late Payment Surcharge and Related Matters) Rules, 2022 as notified by Ministry of Power on 03 June 2022, provides
that at the option of the Distribution licensees, the outstanding dues including the Late Payment Surcharge (LPSC) upto the date
of said notification shall be rescheduled upto a maximum period of 48 months in the manner prescribed in the said rules and no
further LPSC shall be charged on those dues. Pursuant to the above, some of the distribution licensees have opted for rescheduling
of their dues with Central Transmission Utility.
The Group’s portion of dues have been presented at their fair value under Trade Receivables (Non-current / Current) considering
the requirements of applicable Indian Accounting Standards. Consequently, the fair value difference amounting to ₹ 64.28 million
has been charged as Other Expense (refer Note 28) in FY 2023-24 and unwinding thereon amounting to ₹ 36.85 million accounted
for as Other Income in Current Year (Previous Year ₹ Nil) (refer Note 27)
NOTE 9 /INVENTORIES
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
(For mode of valuation refer Note 2.12)
Components, Spares & other spare parts 308.50 307.36
Loose tools 0.79 0.79
309.29 308.15
Less: Provision for Shortages/damages etc - -
TOTAL 309.29 308.15
Further Notes:
Ageing of Trade Receivables is as follows: ₹ in million
Particulars Unbilled Not Due 0-6M 6M-1Y 1Y-2Y 2Y-3Y >3Y Total
As at 31 March 2024
Undisputed 1388.28 458.52 210.87 230.27 239.03 154.36 11.89 2693.22
Considered – Good
Disputed - - - - - - - -
Undisputed - - - - - - - -
Significant increase in Credit Risk
Disputed - - - - - - - -
Undisputed - - - - - 0.06 18.90 18.96
Credit Impaired
Disputed - - - - - - - -
1388.28 458.52 210.87 230.27 239.03 154.42 30.79 2,712.18
As at 31 March 2023
Considered – Good Undisputed 1624.95 - 813.86 181.04 628.49 13.91 0.80 3263.05
Disputed - - - - - - - -
Significant increase in Credit Risk Undisputed - - - - - - - -
Disputed - - - - - - - -
Credit Impaired Undisputed - - - - - 0.08 18.88 18.96
Disputed - - - - - - - -
1624.95 - 813.86 181.04 628.49 13.99 19.68 3,282.01
Refer Note 50 for disclosure as per Ind AS 115 “ Revenue from Contract With Customer”.
*Trade Receivable includes Unbilled receivables representing Transmission Charges for the month of March 2024 including arrear bills for previous quarters,
incentive and surcharge amounting to ₹ 1388.28 million (Previous year ₹ 1624.95 million) billed to beneficiaries in the subsequent month i.e. April 2024.”
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
Further Notes:
Balance in current account does not earn interest. Surplus money is transferred into Term Deposits.
Further Notes:
*Earmarked balance with banks pertains to unclaimed distribution to unitholders.
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
Interest accrued on Term Deposits 36.35 31.76
Others 1.77 0.25
Total 38.12 32.01
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
Advances recoverable in kind or for value to be received
Balance with Customs Port Trust and other authorities 0.16 0.16
Service Tax Demand Pre-Deposit * 3.77 3.77
Others** 33.70 33.77
37.63 37.70
Prepaid Expenses 147.94 162.05
Total 185.57 199.75
*One of the SPVs of the Trust had received Order from Commisioner of CGST & Central Excise, Nagpur-II Commissionerate with respect to the Non-Payment
of Service Tax on Deposits of Rs. 335.01 million in Compensatory Afforestation Management and Planning Authority (CAMPA) Fund. The Order was against
the SPV and the Department raised demand to pay the due Service Tax of Rs. 50.25 million along with penalty and applicable interest. We have filed appeal
against the order in Customs Excise and Service tax Appellate Tribunal (CESTAT), Mumbai on 23 March 2023 and as a pre-requisite to the Appeal u/s 35F
of the Excise Act read with Section 83 of the Finance Act 1994, a pre-deposit of Rs.3.77 million (7.5 % of the total demand amount) was deposited with the
Department on 15 March 2023.
**Others include Entry tax deposit as per Orders of Appellate authority for stay, part of contingent liability Refer Note no. 45.
Further Notes:
Terms/rights attached to Units
The Trust has only one class of units. Each Unit represents an undivided beneficial interest in the Trust. Each holder of unit is entitled to one vote per unit.
The Unitholders have the right to receive at least 90% of the Net Distributable Cash Flows of the Trust at least once in every six months in each financial
year in accordance with the InvIT Regulations.
A Unitholder has no equitable or proprietary interest in the projects of PGInvIT and is not entitled to any share in the transfer of the projects (or any part
thereof) or any interest in the projects (or any part thereof) of PGInvIT. A Unitholder’s right is limited to the right to require due administration of PGInvIT in
accordance with the provisions of the Trust Deed and the Investment Management Agreement.
Reconciliation of the number of units outstanding and the amount of unit capital:
Particulars No. of Units ₹ In million
As at 01 April 2023 909,999,200 90,999.92
Issued during the year - -
As at 31 March 2024 909,999,200 90,999.92
As at 01 April 2022 909,999,200 90,999.92
Issued during the year - -
As at 31 March 2023 909,999,200 90,999.92
During the FY 2021-22 the Trust has issued 909,999,200 units at the rate of ₹ 100.00 per unit. Out of which, Fresh issue comprised of 499,348,300 no. of units
and 410,650,900 no. of units allotted to the Sponsor. In compliance with InvIT Regulations, Sponsor retained 136,500,100 no. of units and made an Offer
for Sale for 274,150,800 no. of units.
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
Capital Reserve
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
Balance at the beginning of the year 330.15 330.15
Addition during the year - -
Deduction during the year - -
Balance at the end of the year 330.15 330.15
Retained Earnings
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
Balance at the beginning of the year (14,265.18) (1,393.81)
Add: Additions
Net Profit for the period 9,267.49 (1,951.38)
9,267.49 (1,951.38)
Less: Appropriations
Distribution during the year 10,919.99 10,919.99
10,919.99 10,919.99
Balance at the end of the year (15,917.68) (14,265.18)
Retained earnings are the profits earned till date, less any transfers to reserves and distributions paid to unitholders.
NOTE 17 / BORROWINGS
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
Secured Indian Rupee Loan from Banks
Term loan from HDFC Bank Ltd. 5,698.29 5,727.07
Less: Current maturities 28.78 28.78
5,669.51 5,698.29
Less: Unamortised transaction cost 5.80 6.29
Total 5,663.71 5,692.00
Further Notes:
The term loan is secured by (i) first pari passu charge on entire current assets including loans and advances, any receivables accrued/realized from those
loans and advances extended by the Trust to its subsidiaries (direct or indirect) including loans to all project SPVs and future SPVs; (ii) First pari-passu
charge on Escrow account of the Trust and (iii) First and exclusive charge on Debt Service Reserve Account.
The term loan from bank was raised at the interest rate of 3 months T-Bill rate plus spread of 194 basis point and repayable in 64 quarterly installments of
varying amounts commencing from 30 June 2022. The spread has been revised to 127 basis points w.e.f. 9th July 2023.
There have been no breaches in the financial covenants with respect to borrowings.
There has been no default in repayment of loans or payment of interest thereon as at the end of the year.
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
NOTE 20 / BORROWINGS
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
Secured Indian Rupee Loan from Banks
Current maturities of Term loan from HDFC Bank Ltd. 28.78 28.78
Total 28.78 28.78
Disclosure with regard to Micro and Small enterprises as required under “The Micro, Small and Medium Enterprises Development Act, 2006” is
given in Note No 38.
Further Note :
₹ in million
1. Ageing of Trade Payables is as follows: Not Billed <1Y 1Y-2Y 2Y-3Y >3Y Total
As at 31 March 2024
MSME
Disputed - - - - - -
Undisputed - - - - - -
Total
Others
Disputed - - - - - -
Undisputed 15.40 - - - - 15.40
Total 15.40 - - - - 15.40
As at 31 March 2023
MSME
Disputed - - - - - -
Undisputed - - - - - -
Total
Others
Disputed - - - - - -
Undisputed 17.37 - - - - 17.37
Total 17.37 - - - - 17.37
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
Refer Note 50 for disclosure as per Ind AS 115 “Revenue from Contracts with Customers’’
Diluted EPU amounts are calculated by dividing the profit attributable to unitholders by the weighted average number of
units outstanding during the period plus the weighted average number of units that would be issued on conversion of all the
dilutive potential units into unit capital.
The following reflects the profit and unit data used in the basic and diluted EPU computation:
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
b) In the opinion of the management, the value of any of 36. DISCLOSURE AS PER IND AS 116 – “LEASES”
the assets other than Property, Plant and Equipment The group does not have any lease arrangements either
on realization in the ordinary course of business will as a lessor or lessee therefore Ind AS 116 “leases” does not
not be less than the value at which they are stated in apply to the Trust”
the Balance Sheet.
37. CORPORATE SOCIAL RESPONSIBILITY (CSR)
EXPENSES
35. Central Transmission Utility of India Limited (CTUIL) was
notified as CTU w.e.f. 01 April 2021 by GOI vide Notification As per Section 135 of the Companies Act, 2013 along with
Companies (Corporate Social Responsibility Policy) Rules,
No. CG-DL-E-09032021-225743 and is entrusted with the
2014 and Companies (CSR Policy) Amendment Rules, 2021,
job of centralized Billing, Collection and Disbursement
the Subsidiaries of the Trust are required to spend, in every
(BCD) of transmission charges on behalf of all the IST financial year, at least two percent of the average net profits
licensees. Accordingly, CTUIL is raising bills for transmission of the Subsidiaries made during the three immediately
charges to DICs on behalf of IST licensees. The debtors preceding financial years. Accordingly, subsidiaries of the
and their recovery are accounted based on the list of DICs Trust have spent ₹ 101.30 million during the year (₹ 114.99
given by CTUIL. million during the previous year).
38. DETAILS OF DUES TO MICRO, SMALL AND MEDIUM ENTERPRISES AS DEFINED UNDER MSMED ACT, 2006
₹ in million
Sr. Particulars As at As at
No 31 March 2024 31 March 2023
1 Principal amount and interest due there on remaining unpaid to any supplier
as at end of each accounting year:
Principal - -
Interest - -
2 The amount of Interest paid by the buyer in terms of section 16 of the - -
MSMED Act, 2006 along with the amount of the payment made to the
supplier beyond the appointed day during each accounting year
3 The amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under MSMED Act, 2006
4 The amount of interest accrued and remaining unpaid at the end of each - -
accounting year
5 The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under section 23 of the MSMED Act 2006
The Trust is required to present the statement of total assets at fair value and statement of total returns at fair value as per SEBI
Master Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/115 dated 06 July 2023 as a part of these financial statements- Refer
Statement of Net Assets at Fair Value and Statement of Total Returns at Fair Value.
The inputs to the valuation models for computation of fair value of assets for the above mentioned statements are taken from
observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values.
Judgements include considerations of inputs such as WACC, Tax rates, Inflation rates, etc.
The significant unobservable inputs used in the fair value measurement required for disclosures ategorized within Level
3 of the fair value hierarchy together with a quantitative sensitivity analysis as at 31 March 2024 and 31 March 2023 are as
shown below:
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
₹ In million
Increase/(Decrease)
Input for 31 Sensitivity of input
Significant unobservable input in fair value
March 2024 to the fair value
31 March 2024
9.00% (1,553.11)
WACC 8.79%
8.50% 2,201.61
₹ In million
Increase/(Decrease)
Input for 31 Sensitivity of input
Significant unobservable input in fair value
March 2023 to the fair value
31 March 2023
9.50% (3,440.89)
WACC 9.01%
8.50% 3,894.31
*Statement of Net assets at fair value and total return at fair value require disclosure regarding fair value of assets (liabilities are considered at book
value). Since the fair value of assets other than the Property Plant and Equipment, Intangible Asset and Goodwill, approximate their book value
hence these have been disclosed above.
The Value disclosed above represents 100% value of the Property Plant and Equipment, Intangible Assets and Goodwill without adjustment for
Non-Controlling Interest.
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
₹ in million
Particulars As at As at
31 March 2024 31 March 2023
Amounts Payable
Power Grid Corporation of India Limited (Sponsor and Project Manager)
Incentive on O&M Consultancy fees and PIMA fees thereon 11.15 10.77
Other Payable – Construction consultancy charges 2.68 0.89
CAMPA Appeal Pre-deposit 3.77 -
Total 17.60 11.66
Amount Receivable
Power Grid Corporation of India Limited (Sponsor and Project Manager)
CAMPA Appeal Filing with CESTAT Fees paid by the Group but to be - 0.01
indemnified by Power Grid Corporation of India Limited as per the Share
Purchase Agreement entered with it
(D) The transactions with related parties during the period are as follows:
₹ in million
Particulars For the year ended For the year ended
31 March 2024 31 March 2023
Power Grid Corporation of India Limited (Sponsor and Project Manager)
Distribution paid 1,638.00 1,638.00
Dividend paid 402.30 588.20
Payment of Operation & Maintenance Charges (Including Taxes) 310.65 299.54
Payment of Project Implementation & Management Charges 46.60 44.94
(Including Taxes)
Consultancy Fees 16.09 2.31
Sale of 1kM (1000Mtr), 11kV, 3 Core 240 sqmm XLPE power cable 1.55 -
Legal Expenses Recovered from Power Grid Corporation of - 1.06
India Limited
Receipt of CAMPA appeal pre deposit made by the Group 3.77 -
POWERGRID Unchahar Transmission Limited (Investment Manager)
Payment of Investment Manager fee (Including Taxes) 99.57 93.08
IDBI Trusteeship Services Limited (Trustee)
Payment of Trustee fee (Including Taxes) 0.35 0.35
41. INVESTMENT MANAGER FEES availability of transmission line over the period of the TSA.
Pursuant to the Investment Management Agreement The TSA contains provision for disincentives and penalties.
dated 18 December 2020, Investment Manager fees is
aggregate of Other commitments related to services to be rendered /
procurements made in the normal course of business are
a. Rs. 72,500,000 per annum, in relation to the not disclosed to avoid excessive details.
initial SPVs; and
45. CONTINGENT LIABILITY
b. 0.10% of the aggregate Gross Block of all Holding
a) Claims against the Group not acknowledged as debts in
Companies and SPVs acquired by the InvIT after the
respect of Disputed Income Tax/Sales Tax/Excise/Municipal
execution of this agreement.
Tax/Entry Tax Matters
Further, the management fee set out above shall be subject
to escalation on an annual basis at the rate of 6.75% of i)
Disputed Entry Tax Matters amounting to
the management fee for the previous year. Any applicable ₹96.28 million (For the Year FY 2022-23 ₹ 96.28
taxes, cess or charges, as the case may be, shall be in million) contested before the Appellant Deputy
addition to the management fee. Commissioner.
During the period, Trust has not acquired any assets other In this regard, the ADC vide order dt.26 July 2018 in
than initial SPVs. ADC Order No.777 had granted a conditional stay
upon the Group depositing 35% of the disputed
42. PROJECT MANAGER FEES tax, i.e., ₹ 33.70 million. In hearing of the case, ADC
Pursuant to the Project Implementation and Management (CT) has dismissed the appeal vide order dated
Agreement dated January 23, 2021, Project Manager is 17 June 2020. The Group filed writ petition with
entitled to fees @ 15% of the aggregate annual fees payable Hon’ble High Court of the state of Telengana on 17
under the O&M Agreements. Any applicable taxes, cess or August 2020 and Hon’ble High Court grant stay for
charges, as the case may be, shall be in addition to the fee. all further proceedings against the ADC order dated
17 June 2020. The Group is confident that this matter
43. SEGMENT REPORTING will be disposed off in favour of the Group.
The Group’s activities comprise of transmission of electricity
ii) Intimation from Income Tax Department Under
in India. Based on the guiding principles given in Ind AS -
Section 143(1)(a) received with demand of ₹ 3.11
108 “Operating Segments”, this activity falls within a single
million (For the Assessment Year 2019-20) by
operating segment and accordingly the disclosures of Ind
disallowing part TDS claimed. Appeal has been made
AS -108 have not separately been given.
to IT Department against the same and is pending
with CIT(A).
44. CAPITAL AND OTHER COMMITMENTS
₹ in million iii) Order received from Income Tax Department Under
Particulars As at As at Section 154 read with Section 143(1a) with demand
31 March 2024 31 March 2023 of Rs. 7.99 million (For the Assessment Year 2023-24)
Estimated amount of 102.83 280.51 considering the return of income to be defective.
contracts remaining Appeal has been made to IT Department against the
to be executed on same and is pending with CIT(A).
capital account and
not provided for (net iv) In respect of claims made by various State/Central
of advances) Government Departments/Authorities from 2016 to
2018 towards building permission fees, penalty on
The Group has entered into separate Share Purchase diversion of agriculture land to non-agriculture use,
agreements with POWERGRID for acquisition of balance Nala tax, water royalty etc. and by others, contingent
26% equity shareholding in each of the subsidiary i.e. liability of ₹ 3.56 million (Previous Year ₹ 5.89 million)
PKATL, PPTL, PWTL and PJTL. has been estimated. Same has been pending with
concerned Tehsildar.
The Group has entered into transmission services
agreement (TSA) with long term transmission customers v) We have received Order from Commissioner of
pursuant to which the Group has to ensure minimum CGST & Central Excise, Nagpur-II Commissionerate
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
with respect to the Non-Payment of Service Tax This note presents information regarding the Group’s
on Deposits of Rs. 335.01 million in Compensatory exposure, objectives and processes for measuring and
Afforestation Management and Planning Authority managing these risks.
(CAMPA) Fund. The Order was against the Group
and Department raised demand to pay the due The management of financial risks by the Group is
Service Tax of Rs. 50.25 million along with interest summarized below: -
at appropriate rate u/s 75 of the Finance Act, 1994
(‘’Act’’) as amended from time to time, penalty of Rs. (A) Credit Risk
50.25 million and Rs. 0.01 million u/s 78 and 77 of the Credit risk is the risk that counterparty will not meet its
Act respectively. Appeal has been made and pending obligations under a financial instrument or customer
with CESTAT Mumbai. contract, leading to a financial loss. The group is exposed
to credit risk from its operating activities on account of
vi) In respect of land acquired for the projects, the land trade receivables, deposits with banks and other financial
losers have claimed higher compensation before instruments.
various authorities/courts which are yet to be settled.
In such cases, contingent liability of ₹ 4.01 million A default on a financial asset is when the counterparty fails
(Previous Year 0.01 million) has been estimated. to make contractual payments within 3 years of when they
fall due. This definition of default is determined considering
b) Other contingent liabilities amount to ₹ 198.81 million the business environment in which the Group operates and
(Previous Year ₹ 67.34 million) related to arbitration other macro-economic factors.
cases/RoW cases & land compensation cases have been
estimated. Assets are written-off when there is no reasonable
expectation of recovery, such as a debtor declaring
As per the separate Share Purchase Agreements between bankruptcy or failing to engage in a repayment plan with
POWERGRID (the ’Seller’) and PGInvIT, acting through its the Group. Where loans or receivables have been written
Trustee and Investment Manager (the ‘Buyer’), POWERGRID off, the Group continues to engage in enforcement activity
has undertaken to indemnify, defend and hold harmless to attempt to recover the receivable due. Where such
the Trust and the Investment Manager from and against recoveries are made, these are recognized in the statement
losses which relate to or arise from (i) actual or alleged of profit and loss.
breach of or inaccuracies or misrepresentations in any of
the Seller Warranties or breach of any covenant of the Seller (i) Trade Receivables
herein; or (ii) any pending or threatened claims against the The Group primarily provides transmission facilities
Company from the Period prior to and including the First to inter-state transmission service customers
Closing Date i.e. May 13, 2021. (DICs) comprising mainly state utilities owned by
State Governments and the main revenue is from
46. FINANCIAL RISK MANAGEMENT transmission charges. CERC (Sharing of Inter-State
The Group’s principal financial liabilities comprises of Transmission Charges and Losses) Regulations, 2020
borrowings denominated in Indian rupees, trade payables (“CERC Sharing Regulations”) allow payment against
and other payables. The main purpose of these financial monthly bills towards transmission charges within
liabilities is to finance the Group’s investments and due date i.e., 45 days from the date of presentation
operations. of the bill and levy of surcharge on delayed payment
beyond 45 days. However, in order to improve the
The Group’s principal financial assets include trade cash flows, a graded rebate is provided for payments
receivables, cash and cash equivalents and other financial made within due date. If a DIC fails to pay any bill or
assets that are generated from its operations. part thereof by the Due Date, the Central Transmission
Utility (CTU) may encash the Letter of Credit provided
The Group’s activities expose it to the following financial by the DIC and utilise the same towards the amount
risks, namely, of the bill or part thereof that is overdue plus Late
Payment Surcharge, if applicable.
(A) Credit risk,
Trade receivables consist of receivables relating to
(B) Liquidity risk, transmission services of ₹ 2,778.55 million as on 31
March 2024 (₹ 3,282.01 million as on 31 March 2023).
(C) Market risk.
(ii) Other Financial Assets (excluding trade receivables) (iv) Provision for expected credit losses
a) Cash and cash equivalents (a) Financial assets for which loss allowance is
The Group held cash and cash equivalents of ₹ measured using 12 month expected credit
4,168.61 million as on 31 March 2024 (₹ 3,585.82 losses
million as on 31 March 2023). The cash and cash The Group has assets where the counter- parties
equivalents are held with reputed commercial have sufficient capacity to meet the obligations
banks and do not have any significant credit risk. and where the risk of default is very low. At initial
recognition, financial assets (excluding trade
b)
Bank Balance Other than Cash and cash receivables) are considered as having negligible
equivalents credit risk and the risk has not increased from
The Group held Bank Balance Other than Cash initial recognition. Therefore, no loss allowance
and Cash equivalents of ₹ 1,448.88 million as for impairment has been recognized.
on 31 March 2024 (₹ 1,532.19 million as on 31
March 2023). The Bank Balance other than Cash (b) Financial assets for which loss allowance is
and cash equivalents are term deposits held measured using life time expected credit
with public sector banks and high rated private losses
sector banks and do not have any significant The Group has customers most of whom are
credit risk. state government utilities with capacity to meet
the obligations and therefore the risk of default
c) Other Current Financial Assets
is negligible. Further, management believes that
The Group held other current financial assets the unimpaired amounts that are 30 days past
as on 31 March 2024 of ₹ 38.12 million (₹ 32.01 due date are still collectible in full, based on
million as on 31 March 2023). The other current the payment security mechanism in place and
financial assets do not have any significant historical payment behavior.
credit risk.
Considering the above factors and the prevalent
(iii) Exposure to credit risk regulations, the trade receivables continue to
₹ in million have a negligible credit risk on initial recognition
Particulars As at As at and thereafter on each reporting date.
31 March 31 March
2024 2023 (B) Liquidity Risk
Financial assets for Liquidity risk management implies maintaining sufficient
which loss allowance cash and marketable securities for meeting its present and
is measured using 12 future obligations associated with financial liabilities that
months Expected Credit are required to be settled by delivering cash or another
Losses (ECL) financial asset. The Group’s objective is to, at all times,
Cash and cash equivalents 4,168.61 3,585.82 maintain optimum levels of liquidity to meet its cash and
Bank Balance other than 1,448.88 1,532.19 collateral obligations. The Group requires funds for short
cash & cash equivalents term operational needs as well as for servicing of financial
Other current 38.12 32.01 obligation under term loan. The Group closely monitors its
financial assets liquidity position and deploys a robust cash management
Total 5,655.61 5,150.02 system. It aims to minimize these risks by generating
Financial assets for sufficient cash flows from its current operations.
which loss allowance
is measured using Life Maturities of financial liabilities
time Expected Credit The table below analyses the Trust’s financial liabilities into
Losses (ECL) relevant maturity groupings based on their contractual
Trade receivables 2,778.55 3,282.01 maturities for all non-derivative financial liabilities.
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
The amount disclosed in the table is the contractual undiscounted cash flows.
₹ in million
Contractual maturities of financial Within a year Between 1-5 years Beyond 5 years Total
liabilities
As at 31 March 2024
Borrowings (including interest outflows) 489.04 2,086.96 9,107.83 11,683.83
Trade Payables 15.40 - - 15.40
Other financial liabilities 214.65 - - 214.65
Total 719.09 2,086.96 9,107.83 11,913.88
As at 31 March 2023
Borrowings (including interest outflows) 507.45 2,080.23 9,289.62 11,877.30
Trade Payables 17.37 - - 17.37
Other financial liabilities 243.25 - - 243.25
Total 768.07 2,080.23 9,289.62 12,135.78
The Group ‘s exposure to interest rate risk due to variable interest rate borrowings is as follows:
₹ in million
Particulars Amount Impact on profit / loss before tax for the year due to
Increase or decrease in interest rate by 50 basis points
As at 31 March 2024
5,698.29 28.66
Term Loan from Bank
As at 31 March 2023
5,727.07 28.73
Term Loan from Bank
For the purpose of Group’s capital management, unit capital includes issued unit capital and all other reserves attributable
to the unitholders of the Trust. Group manages its capital structure and makes adjustments in light of changes in economic
conditions. To maintain or adjust the capital structure, Group may adjust the distribution to unitholders (subject to the
provisions of InvIT regulations which require distribution of at least 90% of the net distributable cash flows of the Trust to
unitholders), return capital to unitholders or issue new units. The Group monitors capital using a gearing ratio, which is the
ratio of Net Debt to total Equity plus Net Debt. The Group’s policy is to keep the gearing ratio optimum. The Group includes
within Net Debt, interest bearing loans and borrowings and current maturities of long term debt less cash and cash equivalents.
Particulars As at As at
31 March 2024 31 March 2023
(a) Long term debt (₹ in million) 5,698.29 5,727.07
(b) Less: Cash and cash equivalents 4,168.61 3,263.05
(c) Net Debt (a-b) 1,529.68 2,464.02
(d) Total Equity (₹ in million) * 75,412.39 77,064.89
(e) Total Equity plus net debt (₹ in million) (c+d) 76,942.07 79,528.91
(f ) Gearing Ratio (c/e) 1.99% 3.10%
The Group’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the
interest-bearing loans and borrowings that define capital structure requirements. There have been no breaches in the financial
covenants of any interest-bearing loans and borrowing in the current period.
Distributions
Particulars ₹ in million
Distributions made during the year ended 31.03.2024 of ₹ 12.00 per unit (Comprising Taxable Dividend 10,919.99
– ₹ 1.19, Exempt Dividend – ₹ 0.95, Interest – ₹ 7.87, Repayment of SPV Debt–₹ 1.95 and Treasury
Income – ₹ 0.04)
Distributions made during the year ended 31.03.2023 of ₹ 12.00 per unit (Comprising Taxable Dividend 10,919.99
– ₹ 2.37, Exempt Dividend – ₹ 1.01, Interest – ₹ 7.86, Repayment of SPV Debt–₹0.73 and Treasury
Income – ₹ 0.03)
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
(b) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate:
₹ in million
Particulars For the year ended For the year ended
31 March 2024 31 March 2023
Profit before income tax expense including movement in Regulatory 10,952.58 (6,396.90)
Deferral Account Balances
Tax at the Group's domestic tax rate 4,218.34 (3,195.43)
Tax effect of:
Non-Deductable tax items 423.99 420.13
Deductable tax items (1196.91) (1,477.45)
Impact of exemption u/s 10(23FC) of the Income Tax Act, 1961 (3,463.29) 3,962.57
Deferred Tax Expense/(Income) 957.17 (2,142.95)
Minimum alternate tax adjustments 104.89 149.91
Unabsorbed Tax Expenses 91.07 350.42
Income tax expense 1,135.26 (1,932.80)
50. DISCLOSURE AS PER IND AS 115 - “REVENUE FROM CONTRACTS WITH CUSTOMER”
a) The Group does not have any contract assets or contract liability as at 31st March 2024 and 31 March 2023.
b) The entity determines transaction price based on expected value method considering its past experiences of refunds or
significant reversals in amount of revenue. In estimating significant financing component, management considers the
financing element inbuilt in the transaction price based on imputed rate of return. Reconciliation of Contracted Price
vis-a-vis revenue recognized in profit or loss statement is as follows:
₹ in million
Particulars For the year ended For the year ended
31 March 2024 31 March 2023
Contracted price 12,273.96 12,500.76
Add/ (Less)- Discounts/ rebates provided to customer (63.44) (59.68)
Add/ (Less)- Performance bonus 442.86 417.26
Add/ (Less)- Adjustment for significant financing component - -
Add/ (Less)- Other adjustments - (0.49)
Revenue recognized in profit or loss statement 12,653.38 12,857.85
b. No loans or advances in the nature of loans have been granted to promoters, directors, KMPs and the related parties (as defined
under Companies Act, 2013,) either severally or jointly with any other person, which are either repayable on demand or without
specifying any terms or period of repayment.
c. Ageing of CWIP
Particulars <1 Year 1-2 Years > 2 Years Total
As at 31 March 2024
Buildings
Township 15.89 24.13 24.76 64.78
Plant & Equipments (including associated civil works)
Sub-Station 0.57 2.32 7.17 10.06
Expenditure pending allocation
Construction Stores (Net of Provision) - - - -
Total 16.46 26.45 31.93 74.84
Notes
to the Consolidated Financial Statements for the year ended March 31, 2024
d. Completion of capital-work-in progress (CWIP) is neither overdue nor has exceeded its cost compared to its original plan.
f. The Group do not have Intangible assets under development, whose completion is overdue or has exceeded its cost compared
to its original plan.
g. The Group does not hold benami property and no proceeding has been initiated or pending against the Group for holding any
benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended) and rules made thereunder
as at the end of the financial year.
h. The Group is not sanctioned any working capital limit secured against current assets by any Finance Institutions.
i. The Group does not have any transactions, balances, or relationship with struck off companies.
j. The Group was not declared as a wilful defaulter by any bank or financial Institution or other lender during the financial year.
k. The Trust does not have any subsidiary to comply with the number of layers prescribed under clause (87) of section 2 of the
Act read with the Companies (Restriction on number of Layers) Rules, 2017 during the financial year.
l. Ratios
Ratio Numerator Denominator Current Previous Variance Reason for
Year Year (%) variance >25%
(a) Current Ratio Current Assets Current Liabilities 31.98 29.08 9.97 -
(b) Debt-Equity Ratio Total Debt Shareholder’s Equity 0.07 0.07 - -
(c) Debt Service Coverage Profit for the Interest & Lease 24.19 27.68 (12.61) -
Ratio period before Payments + Principal
tax+ Depreciation Repayments
and amortization
expense + Finance
costs+ Impairment
(d) Interest Service Earnings Interest & Finance 25.67 29.60 (13.28) -
Coverage Ratio before Interest, Charges net of
Depreciation, amount transferred
Impairment and Tax to expenditure
during construction
(e) Return on Equity Ratio Profit for the Average 0.13 (0.05) (360.00) Due to reversal
period after tax Shareholder’s Equity of Impairment
in Current Year.
(f ) Inventory turnover ratio Revenue from Average Inventory 40.99 41.72 (1.75) -
Operations
m. The Group has not received/advanced or loaned or invested funds (either borrowed funds or share premium or any other
sources or kind of funds) through Intermediaries during the financial year.
n. The Group does not have any transaction that was not recorded in the books of accounts and has been surrendered or disclosed
as income during the year in the tax assessments under the Income Tax Act, 1961.
o. The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year.
b) Previous year figures have been regrouped/ rearranged wherever considered necessar
As per our report of even date For and on behalf of Board of Directors of POWERGRID Unchahar Transmission Limited in
For S.K.Mittal & Co. the capacity as Investment Manager to POWERGRID Infrastructure Investment Trust.
Chartered Accountants
FRN: 001135N Anjana Luthra Abhay Choudhary Purshottam Agarwal
Company Secretary Chairman Director
PAN: ABYPL2312H DIN: 07388432 DIN: 08812158
Place: Gurugram Place: Mumbai Place: Mumbai
Glossary
AI/ML Artificial Intelligence/Machine Learning ISTS Inter State Transmission System
AP Andra Pradesh ITSL IDBI Trusteeship Services Limited
AUM Assets Under Management kV kilovolt
BSE Bombay Stock Exchange kWh kilowatt-hour
BU Billion Units LILO Loop-In-Loop-Out
CARE CARE Ratings Limited Listing SEBI (Listing Obligations and Disclosure
CEA Central Electricity Authority Regulations Requirements) Regulations, 2015, as amended
CEO Chief Executive Officer MVA Mega Volt Ampere
CERC Central Electricity Regulatory Commission NAV Net Asset Value
ckm circuit kilometer NCT National Committee on Transmission
CMD Chairman and Managing Director NDCF Net Distributable Cash Flows
COD Commercial Operation Date NIT National Institute of Technology
CPSE Central Public Sector Enterprise NMP National Monetisation Pipeline
CRISIL CRISIL Ratings Limited NRSS Northern Region System Strengthening
CSR Corporate Social Responsibility NSE National Stock Exchange
CTUIL Central Transmission Utility of lndia Ltd NTPC NTPC Limited
D/C Double Circuit O&M Operation & Maintenance
DCF Discounted Cash Flow OPGW Optical Ground Wire
DG Diesel Generator PAS Publicly Available Specification
DIC Designated ISTS Customer PAT Profit After Tax
DISCOM Distribution Company PFRDA Pension Fund Regulatory and Development
DPE Department of Public Enterprises Authority
DPU Distribution Per Unit PG POWERGRID
DSRA Debt Service Reserve Account PGInvIT POWERGRID Infrastructure Investment Trust
EBITDA Earnings Before Interest, Taxes, Depreciation, PJTL POWERGRID Jabalpur Transmission Limited
and Amortization PKATL POWERGRID Kala Amb Transmission Limited
EHV Extra High Voltage POWERGRID Power Grid Corporation of India Limited
EPU Earnings per Unit PPTL POWERGRID Parli Transmission Limited
ESG Environment, Social and Governance PSU Public Sector Undertaking
Final Final Offer Document of PGInvIT dated PUTL POWERGRID Unchahar Transmission Limited
Offer Document May 6, 2021 PWTL POWERGRID Warora Transmission Limited
FY Financial Year RBI Reserve Bank of India
GIS Gas Insulated Substation RE Renewable Energy
GoI Government of India REIT Real Estate Investment Trust
GW Gigawatt RoW Right of Way
ICRA ICRA Limited RPC Regional Power Committee
IM Investment Manager RTM Regulated Tariff Mechanism
IMT Ghaziabad Institute of Management Rupees or ₹ The Indian Rupee
Technology, Ghaziabad SEBI Securities and Exchange Board of India
Ind AS Indian Accounting Standards SA Social Accountability
InSTS Intra-State Transmission System SPV Special Purpose Vehicle
InvIT Infrastructure Investment Trust TBCB Tariff-Based Competitive Bidding
InvIT SEBI (Infrastructure Investment Trusts) TDS Tax Deducted at Source
Regulations Regulations, 2014, as amended Trust POWERGRID Infrastructure Investment Trust
or SEBI InvIT
TSA Transmission Service Agreement
Regulations
VTL Vizag Transmission Limited
IPA Initial Portfolio Asset
WACC Weighted Average Cost of Capital
IPO Initial Public Offer
ISO International Organization for Standardization