IPO Note 29 April 2017

IRB InvIT Fund

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Background & Operations: IRB Infrastructure Developers Limited (the “Sponsor”) is, one of the largest infrastructure development and construction companies in India in terms of net worth in the roads and highways sector according to the NHAI's annual prequalification for public private partnerships in national highway projects report for 2016. Excluding the toll-road assets that will be transferred by IRB to them, as of December 31, 2016, IRB has 16 road projects, of which eight are “operational”, five are “under construction” and three are “under development”. They wish to acquire an initial portfolio comprising of the Project SPVs, all of which are currently either wholly or majority owned by IRB and its subsidiaries.

The Trust has been settled by the Sponsor pursuant to the Indenture of Trust in Mumbai, India, as an irrevocable trust in accordance with the Trusts Act. The Trust was settled with an initial settlement amount of Rs. 10,000 by the Sponsor. The Indenture of Trust is registered under the Registration Act. The Trust has been registered with SEBI as an infrastructure investment trust under the InvIT Regulations (Registration Number: IN/InvIT/15-16/0001). They intend to own, operate and maintain a portfolio of six toll-road assets in the Indian states of Maharashtra, Gujarat, Rajasthan, Karnataka and Tamil Nadu. These toll roads will be operated and maintained pursuant to concessions granted by the NHAI. They believe, upon the listing of the Units on the Stock Exchanges, they will be the first listed infrastructure investment trust focused on toll-road assets in India.

The object and purpose of the Trust, as described in the Indenture of Trust, is to carry on the activity of an infrastructure investment trust under the InvIT Regulations, to raise resources in accordance with the InvIT Regulations, and to make investments in accordance with its investment strategy. The Trust is required to make distributions to the Unit holders in accordance with the InvIT Regulations. Distributions are expected to be made by the Trust to the Unitholders, from time to time, in accordance with the Indenture of Trust and the InvIT Regulations. The Trustee will ensure that the Investment Manager declares distributions not less than once every six months in each Financial Year. However, Unitholders should note that there is no assurance or guarantee that distributions will be made in any amount or at all.

power with raw material suppliers. Overview of the Infrastructure Sector in India: Development of the infrastructure sector has been a priority area for the government of India and has witnessed enhanced public investment. Many reforms have been initiated in the infrastructure sector, resulting in robust growth in most of the sectors. Major infrastructure sectors, namely power, road, railways, civil aviation, ports and telecommunication, have performed better during the financial year 2015 as compared to the financial year 2014. The civil aviation sector witnessed an improvement of 20.4% in domestic traffic and 7.8% in international passenger traffic during the period from April to November 2015 over the same period of the previous year. During the period from April to September 2015, while cargo traffic at all ports increased by 1.1%, major ports reported an increase of 4.1% and non-major ports a decline of 1.0% as compared to the corresponding period in the previous year. Yet, growth in infrastructure, based on an index of eight core infrastructure-supportive industries such as coal, crude oil, natural gas and refiner products, registered a cumulative growth of 1.9% during the period from April to December 2015 as compared to 5.7% during the corresponding period in the previous year. In financial year 2017, the Government is focused on enhancing expenditure in priority areas such as the agriculture and rural sector, the social sector and the infrastructure sector. The Government sees higher investments in the infrastructure sector, particularly in the roads sector, as critical to growth. To further leverage the higher budgetary provision in these sectors, the Government has allowed an additional Rs. 313 billion to be raised through bond issuances. The funds will be raised through public sector enterprises and other government institutions like the National Bank for Agriculture and Rural Development and the NHAI. Except in the case of the NHAI, the Government will bear the repayment and interest servicing obligations.

Issue Snapshot:

Issue Open: May 03 – May 05 2017

Price Band: Rs. 100-102 *Issue Size: 45.63304 cr units (including Fresh issue of 42.15686 cr units + Offer for sale 3.476177 cr units) + option to retain oversubscription upto 25% of issue size. QIB upto 75% eq sh Non Institutional atleast 25% eq sh Face Value: Rs 100

Bid size: - 10,000 units and in multiples of 5,000 units thereof Trading Lot : Upon listing, such number of Units that exceed Rs. 0.50 million and as specified by the Stock Exchanges)

100% Book built Issue

Listing: BSE & NSE

Book Running Lead Manager: IDFC Bank Ltd., Credit Suisse Securities (India) Pvt Ltd., ICICI Securities, IIFL Holdings Ltd

Registrar to issue: Karvy Computershare Pvt Ltd. Sponsor: IRB Infrastructure Developers Limited Investment Manager: IRB Infrastructure Pvt Ltd. Project Manager: Modern Road Makers Prt Ltd Trustee: IDBI Trusteeship Services Limited

* Assuming issue subscribed at the upper band

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Objects of Issue: The object and purpose of the Trust, as described in the Indenture of Trust, is to carry on the activity of an infrastructure investment trust under the InvIT Regulations, to raise resources in accordance with the InvIT Regulations, and to make investments in accordance with the investment strategy of the Trust. The Trustee and the Investment Manager shall ensure that the subscription amounts are kept in a separate bank account in the name of the Trust and are only utilised for adjustment against allotment of units or refund of money to the applicants until such units are listed. In accordance with the InvIT Regulations, the Investment Manager (on behalf of the Trust) intends to utilize the Issue Proceeds after deducting the Issue related expenses as apportioned to the Trust (the “Net Proceeds”) towards, investment in the Project SPVs by way of an issue of debt and general purposes.

Utilisation of Net Proceeds Rs in million

SR NO Particular Amount

1 Gross proceeds from the fresh issue 42,000

3 General purposes *

Total *

S No. Particulars

Amount Outstanding as on December 31,2016

(Rs. in Millions)

Amount Proposed to be Repaid/Prepaid (Rs. in Millions)

1 Repayment/prepayment, in part, of certain loans/facilities availed by the Project SPVs from their respective senior lenders(1)

a Loans/facilities availed from senior lenders that are not associates of GCBRLMs and BRLM 21,214.23 10,607.11

b Loans/facilities availed from senior lenders that are associates of GCBRLMs and BRLM 13,912.78 6,840.799(2)

2 Prepayment, in full, of the subordinate debt provided to certain Project SPVs by the Sponsor and the Project Manager 6,985.00 6,985.00

3 Prepayment, in full, of certain unsecured loans and advances availed by certain Project SPVs from the Sponsor, the Project Manager and certain members of the Sponsor group 7,417.43 7,417.43

4 Repayment/prepayment, in part, of the balance portion of certain loans/facilities availed by the Project SPVs from their respective senior lenders(4) Not Applicable 10,149.66

Total 49,529.44 42,000.00

(1) To the extent of 50% of the principal amount outstanding (2) Does not include redemption of outstanding debentures issued by MITPL, and held by IDFC Infra Debt Fund Limited and India Infradebt Limited, which will be from the proceeds of the

oversubscription in the Issue, if any (3) Net of any unsecured loans and advances given by the Project SPVs to the Sponsor and members of the Sponsor group as on the actual date of prepayment (4) To the extent of funds available

InvIT project Details:

Project SPV Project

Lane Kms

Commencement of concession period

Commencement of toll collection

End of concession period with no reduction or extention

Possible end of concession period with extension due to projected traffic shortfalls

Trust's equity interest upon the listing of the units

Gross toll revenue in FY2016 (Rs. In millions)

Residual Concession period as of 31st Dec 2016 with no extension or reduction

ISDTPL Surat-Dahisar NH8 1434 February 20,2019 February 20,2009 19-Feb-21 22-Jan 100% 6134.76 4.14 yrs

ITCTPL Tumkur-Chitradurga NH4 684 June 4,2011 June 4,2011 3-Jun-27 N/A 100% 2019.1 20.43 yrs

IDAAIPL Bharuch-surat NH8 390 January 2,2007 25-Sep-09 1-Jan-22 N/A 100% 1935.52 5.01 yrs

IJDTPL Jaipur-Deoli NH12 565 June 14,2010 27-Sep-13 June 13,2035 Sep-37 100% 1206.17 18.45 yrs

MITPL Omalur- Salen-Namakkal NH7 275 14-Aug-06 6-Aug-09 13-Aug-26 N/A 74% 749.39 9.62 yrs

ITATPL Talegaon-Amravati NH6 267 3-Sep-10 24-Apr-13 2-Sep-32 Jan-37 100% 472.17 15.67 yrs

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Estimate of Fair Enterprise Value Source: Offer document

Name of SPV Fair Enterprise Value Rs Mn.

IRB Surat Dahisar Tollway Pvt Ltd 13879.05

IDAA Infrastructure Pvt ltd 7170.33

IRB Jaipur Deoli Tollway Pvt Ltd 23114.58

IRB Tumkur Chitradurga Tollway Pvt Ltd 15503.79

IRB Talegaon Amravati Tollway Pvt Ltd 7176.06

MVR Infrastructuure & Tollway Pvt Ltd. 3663.85

Total Fair Enterprise Value of all 6 SPVs 70507.66

Competitive Strengths: Portfolio of income generating assets in key growth markets: Upon completion of the Formation Transactions, they will own 100% of six Project SPVs. Each of these Project SPVs owns, operates and maintains a toll-road project in India. The Initial Road Assets have growth potential due to expected growth in traffic volumes as a result of regional growth and expected increases in toll fees as a result of inflation adjustments. Diversified road project portfolio and revenue base: The geographical diversification of the Initial Road Assets has improved experience and expertise, including their ability to evaluate, acquires, operate and maintain new projects. The Initial Road Assets were generally located near or connecting major cities in India like, the Surat–Dahisar NH 8 Project in Maharashtra and Gujarat, which is their largest Initial Road Asset based on revenue as of December 31, 2016, and the Bharuch–Surat NH 8 Project in the State of Gujarat is located along NH 8. The NH 8 passes through Vapi, Valsad Navsari, Surat, Ankleshwar, Vadodara and Ahmedabad and forms a part of the stretch of national highways that connect New Delhi and Mumbai. The geography and temporally diverse project portfolio provides them with an advantage in capitalizing on new opportunities available in the roads and highways sector. That type of diversification strengthens their business by reducing their reliance on any specific region or project and reducing the potential impact on the business of any economic slowdown or force majeure event in any particular region or with respect to any particular project.

Experienced Sponsor, Investment Manager and Project Manager with consistent track records in operating and maintaining projects in the roads and highways sector in India: The Sponsor is one of the largest infrastructure development and construction companies in India in terms of net worth in the roads and highways sector with a large project portfolio of 8,183 Lane Kilometres of roads and highways in operation, under construction or under development, excluding the Initial Road Assets, as of December 31, 2016. The Sponsor's BOT project portfolio includes large road and highway BOT projects, such as the Yashwantrao Chavan Mumbai–Pune Expressway project and Mumbai Pune section of NH 4, phase II of the Mumbai–Pune section of NH 4, the Amritsar–Pathankot section of NH 15, the Ahmedabad Vadodara section of NH 8 and the Ahmedabad Vadodara Expressway, the Goa Karnataka Border–Kundapur section of NH 17, the Solapur Yedeshi section of NH 211, the Yedeshi–Aurangabad section of NH 211 project, the Agra–Etawah section of NH 2 and the Kaithal–Rajasthan Border sections of NH 152 / 65. The Sponsor has experience in developing road and highway infrastructure and has received various industry awards and recognitions. The Investment Manager has approximately 18 years of experience in operating a road BOT project and is also experienced in developing, operating and maintaining toll plazas. The Investment Manager is a wholly-owned subsidiary of the Sponsor. The Project Manager is a wholly-owned subsidiary of the Sponsor, having executed a majority of all EPC work being undertaken by the Sponsor. It also acts as the operations and maintenance contractor for substantially all of the Sponsor's projects, including the Initial Road Assets. The Project Manager has experience in the execution of construction work for roads, highways, and other relevant structures and has a track record of constructing over 2,500 kms of roads and highways as of December 31, 2016. The Project Manager has a team of approximately 3,296 skilled and semi-skilled persons to support its operations as of December 31, 2016.

Low leverage upon Listing, providing debt capacity to finance future growth: The Net Proceeds will be used to repay and replace a significant portion of the Project SPVs' existing indebtedness. The resulting low leverage will provide them with debt capacity to grow their business, including by financing future acquisitions. They intend on financing future development and acquisitions through the issuance of additional Units, as well as through bank borrowings and other indebtedness, subject to the borrowing limits contained in the InvIT Regulations. Its low leverage will provide a significant advantage over its competitors in developing and acquiring projects that meet investment objectives. Experienced management team with industry experience: An Investment Manager who has managerial and operational experience in the roads and highways sector will be giving his advice. Their projects will be managed by qualified personnel of the Project Manager. They

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believe that the experience and leadership of these teams will contribute to their growth and success and will position the Initial Road Assets to be operated and managed in an efficient manner. Growth opportunities and access to Sponsor's portfolio: With a great relation with the Sponsor, they will have access to an important pipeline of potential acquisitions. Pursuant to the ROFO/ROFR Deed and the Future Assets Agreement, the Sponsor has agreed to provide them with rights of first offer and first refusal with respect to certain toll-road assets located in India which will be owned or acquired or developed by the Sponsor or its existing or future subsidiaries. The valuation for the toll-road assets under the Future Assets Agreement will be based on the average of the valuations provided by two independent valuers, one appointed by the Sponsor or its subsidiary, and the other by the Trust (acting through the Trustee) and the Investment Manager.

Attractive sector with strong underlying fundamentals: Roads are the dominant mode of transportation within India. The road transport sector alone accounted for 4.7% of India's GDP in 2009-2010. Road transport has gained importance over the years despite significant barriers to inter-state freight and passenger movement compared to inland waterways, railways and air, which do not face the same rigorous en route checks and barriers. Investment Strategy and Risk and Capital Management Strategy: Organic growth through proactive management: The Company’s principal investment strategy is to acquire the Project SPVs and manage the Initial Road Assets to support growth. The Investment Manager of the company will maintain or improve the Project SPVs' net incomes by, among other initiatives, curbing leakages, conducting proper due diligence, formulating and adopting policies and procedures and structuring investments to address tax or regulatory considerations. The Project Manager will assist the Investment Manager by carrying out the operations, management and maintenance of the project in accordance with the relevant concession agreement and the Project Implementation Agreements and by procuring, operating and maintaining the project's toll management systems, including but not limited to, employing staff for toll collection, monitoring toll collection and providing security arrangements at toll plazas. The Investment Manager will focus on minimizing project operating expenses. The roads and highways sector is a highly competitive sector that is capital intensive and requires significant expenditure. The ability to efficiently manage the costs associated with the Initial Road Assets is important to maintaining the Project SPVs' profit margins. The Investment Manager is supposed to focus on increasing the margins of the Project SPVs by strengthening internal processes and systems so as to improve utilization of resources and reduce costs. As part of the operations and maintenance systems and processes, the Investment Manager intends to work closely with the Project Manager to promote best practices, to minimize downtime or defects with respect to the Initial Road Assets and to monitor performance of toll booth operators and maintenance contractors. The Investment Manager also intends to work with the Project Manager and the Project SPVs to upgrade technology as needed, to manage any leakages in toll collections and to streamline collection, route and maintenance operations. Acquisition of toll road projects: The Investment Manager intends to expand initial portfolio by identifying and selectively acquiring additional toll road projects that meet investment criteria described below. The Investment Manager intends to capitalize on opportunities to acquire road projects in India that provide attractive cash flows and yields. While evaluating acquisition opportunities, the Investment Manager intends to focus on, among other things, the following investment criteria in order to make asset selections:

Yield thresholds. The Investment Manager will seek to acquire assets with yields that are estimated to be above IRB’s cost of capital so as to maintain or enhance returns to the Unit holders;

Traffic characteristics. The Investment Manager will seek to acquire assets with potential for traffic growth;

Residual concession period. The Investment Manager will actively seek projects with residual concession periods of sufficient duration to meet the investment objectives of the Trust to generate stable returns and ensure long-term growth;

Geographic diversity. The Investment Manager will seek projects in a variety of geographical locations in India to mitigate concentration risk and to take advantage of regional growth; and

Other. In addition, the Investment Manager will also take into account factors such as estimated maintenance costs based on technical assessments of projects under evaluation, the impact of acquisitions on its expected distributions, and the requirements under the InvIT Regulations that with respect to the proportion of completed and revenue generating projects and under-construction projects.

Optimization of capital structure: The Investment Manager will seek to employ appropriate financing policies and diversify its sources of financing with the objective of minimizing overall cost of capital. The Investment Manager will operate within the InvIT Regulations for borrowing, whereby the maximum level of external debt in the Trust Group will not exceed 49% (or such other percentage as may, from time to time, be prescribed in the InvIT Regulations) of the value of the assets of the Trust. If it is in the interests of the Unit holders, the Investment Manager may also pursue growth opportunities that require raising additional capital through the issuance of new Units.

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Industry: Overview of the Road Sector in India India has one of the largest road networks in the world, with approximately 3.3 million km of roads comprising expressways, national highways, state highways, major district roads and rural roads (which include other district roads and village roads). India's national highways carry 40% of the total road-based traffic despite constituting less than 2% of the total road network. State highways and the major district roads together constitute a secondary system of road transportation and contribute significantly to the development of India's rural economy and industrial growth. The secondary system also carries about 40% of the total road traffic, although it constitutes only 13% of the total road network. At the tertiary level are the other district roads and the rural roads.

Type of road Length (in km) % of total indian road network

Expressway 200 <0.1

National Highway 96,261 2.9

State Highway 131,899 3.9

Major District Roads 467,763 14.0

Rural & Other roads 2,650,000 79.2

Total Length 3,346,123 100

The anticipated expenditure for the Twelfth Five Year Plan is Rs. 1,580.77 billion. The main targets of the Twelfth Five Year Plan include:

completing (i) Phase III of the NHDP for inter-district roads and other roads under the programme and (ii) Phase IV of the NHDP that aims to convert single-lane roads to double lane roads;

setting specific targets for Phase V of the NHDP, which involves the conversion of the Golden Quadrilateral to a six-lane road;

upgrading the national and state highways to a minimum two-lane standard; and

Connecting all villages by all-weather roads. The Plan also envisages a comprehensive master plan for the phased development of 15,600 km of expressways. 1,000 km of expressways are proposed to be completed during the Twelfth Five Year Plan period, while land for another 6,000 km is proposed to be acquired to initiate work. According to the Union Budget 2016-17, the total investment in the road sector, including the allocation for the Pradhan Mantri Gram Sadak Yojana, in financial year 2017 would be Rs. 970 billion. Specifically, the Government has allocated Rs. 550 billion in the budget for roads, and an additional Rs. 150 billion is expected to be raised by the NHAI through bond issuances. Vehicle Traffic and Road Transport in India According to the NHAI, the number of vehicles on Indian roads has grown at an average rate of approximately 10% per annum over the last five years. Road transport has emerged as the dominant segment in India's transportation sector with a 4.7% share of India's GDP for the financial year 2010. Road transport has gained importance over the years despite significant barriers to inter-state freight and passenger movement compared to inland waterways, railways and air, which do not face the same rigorous en route checks and barriers. According to the Twelfth Five Year Plan, India transports nearly 57% of all goods by road, as compared to 22% in China and 37% in the United States. Despite the performance of the road transport sector, the sector faces slow technological development, low energy efficiency, pollution and slow movement of freight and passenger traffic. According to the Union Budget 2016-17, the Government expects amendments to be made in the Motor Vehicles Act to open up the road transport sector in the passenger segment. National Highway There are currently approximately 96,261 km of national highways in India, constituting less than 2% of India's entire road network but carrying approximately 40% of total road traffic. As at the date of publication of the Twelfth Five Year Plan in 2013, approximately 23% of the national highways' length was 4-lane road, approximately 54% was 2-lane road and approximately 23% was single-lane road. As of March 2012, 30,537 km of national highways were entrusted to the NHAI, 42,483 km were entrusted to state public works departments and 3,798 km to the border roads organization. State Highways State roads tend to suffer from low investment, inadequate carriageway width to meet traffic demand, weak pavement and bridges, congested stretches passing through cities and towns, poor safety features and road geometrics and inadequate formation width in hilly and mountainous regions, among others. The Twelfth Five Year Plan aims to encourage states to develop a core road network. The development of both the four lane and two lane roads will be taken up as part of this plan. The resources required for the Government's programme of the above are estimated at Rs. 4,900

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billion, of which 20% is expected to be funded via private sector investment. For this purpose, PPPs would be encouraged pursuant to the Viability Gap Funding (“VGF”) scheme available through the Government. Key Drivers of Road Sector Investment Government initiatives: In the next five years, the Government aims to develop a total of 57,653 km of national highways under programs such as the NHDP, the Special Accelerated Road Development Program for the North-East region and the National Highways Interconnectivity Improvement Project. The NHAI aims to award 15,000 km of projects and MoRTH aims to award a further 10,000 km of projects in the current financial year. During the financial year 2016, approximately 6,000 km of national highways were constructed. (Source: Government of India, Ministry of Road Transport & Highways, Press Information Bureau, “Ministry of Road Transport & Highways sets steep targets for 2016-17”, April 20, 2016)

Funding: An increase in funding for road projects is expected to drive growth within the road sector. For the financial year 2016, an outlay of US$3.8 billion was provided for the highway sector. Intensity and Composition of Traffic: The rise in two wheeler and four wheeler vehicles, increasing freight traffic, strong trade and tourist flows between states are all expected to drive growth. Tax implications at various levels:

Source: IRB InvIT presentation

Investment in the Project SPVs by way of an issue of debt The Investment Manager proposes to invest almost all of the Net Proceeds in the Project SPVs, namely IDAAIPL, IJDTPL, ISDTPL, ITATPL, ITCTPL and MITPL, through the provision of debt to such Project SPVs. The Project SPVs in turn, intend to utilize such proceeds towards (i) the repayment/prepayment, in part or full, of certain loans/facilities availed by such Project SPVs from their respective senior lenders (“Secured Trust Financing”); (ii) the prepayment, in full, of the subordinate debt provided to such Project SPVs by the Sponsor and the Project Manager (“Trust Non Interest Financing”); and (iii) the prepayment, in full, of certain unsecured loans and advances availed by such Project SPVs from the Sponsor, the Project Manager and certain members of the Sponsor group (“Trust Other Financing”, and together with Trust Non Interest Financing, “Unsecured Trust Financing”).

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The aforesaid investments will be made by entering into certain debt financing agreements with each of the Project SPVs (the “Debt Documentation”), and in compliance with the requirements prescribed under the relevant provisions of Companies Act, including to the extent applicable, the Companies (Acceptance of Deposits) Rules, 2015, as amended. Each of the Project SPVs has received the consent of their respective senior lenders in relation to the Secured Trust Financing and the Unsecured Trust Financing. Interest

o Each issue of debt in relation to the Secured Trust Financing to each of the relevant Project SPVs shall carry an interest rate in the range of 13% to 15% per annum. The rate of interest may be revised by the Trust and the relevant Project SPV on an annual basis or such other interval as may be agreed between the parties.

o No issue of debt in relation to the Trust Non Interest Financing shall carry any interest. o Each issue of debt in relation to the Trust Other Financing to each of the relevant Project SPVs shall carry an interest rate of 13% per

annum. The rate of interest may be revised by the Trust. Cash flows received by the Trust from the Project SPVs will be distributed to the Unitholders in the form of:

o dividends; o interest; o buyback of Units; and o any other manner as may be permitted under applicable law.

Distribution Policy of the Trust In accordance with the InvIT Regulations, and the applicable guidelines, as may be issued by SEBI from time to time: a) Each Project SPV, and any other SPV that may be acquired by the Trust, shall distribute at least 90% of it respective net distributable cash flows to the Trust, subject to the applicable provisions under Companies Act/LLP Act, or any Central Government Act, as applicable, not less than once every six months and such distributions shall be paid not later than 15 days from the date of their declaration; and b) The Trust shall distribute at least 90% of the Net Distributable Cash Flows to the Unit holders not less than once every six months.

ROFO/ROFR Deed In order to enable the Trust to have the right to access the future and existing assets which are developed or acquired by the Sponsor Group Entity (as defined below), the Sponsor and the Trust (acting through the Trustee and the Investment Manager and hereinafter referred to as the “Investor”) propose to enter into a Deed of Right of First Offer and Right of First Refusal (“ROFO/ROFR Deed”). Risks Related to the Business and the Structure of the Trust The debt financing proposed to be provided by the Trust to each of the Project SPVs comprises of certain unsecured, interest-free and interest-bearing loans- The debt financing proposed to be provided by the Trust to each of the Project SPVs comprises certain unsecured, interest-free and interest-bearing loans (the “Unsecured Trust Financing”), as well as loans that will be secured by a charge on (i) the cash flows deposited in the escrow account and (ii) the escrow account of such Project SPV which shall be subordinated to the charge created to secure the debt owed to the senior lenders of the respective Project SPVs (the “Secured Trust Financing”). Any inability on the part of any of the Project SPVs to meet their payment obligations to the Trust may adversely impact the ability of the Trust to make distributions to the Unitholders. Further, the Unsecured Trust Financing and the Secured Trust Financing may be classified as “deposits” under the Companies Act, 2013 and the rules and regulations made thereunder, each as amended. The Project SPVs propose to undertake additional obligations in relation to such deposits, including, among other things, the creation of a cash reserve of not less than 15% of the amount of the deposits maturing during a financial year and the immediately succeeding financial year, the appointment of a security trustee for secured deposits and obtaining deposit related insurance. Compliance with such regulations would require the Project SPVs to incur additional expenditure, and may adversely impact the Surplus Cash Flows available to the Project SPV to service the Secured Trust Financing and the Unsecured Trust Financing. Any payment by the Project SPVs, including in an event of termination of the relevant concession agreement, is subject to a mandatory escrow arrangement which restricts their flexibility to utilise the available funds- The escrow arrangements mandated under the concession agreements require all monies that are received by each Project SPV, including funds constituting the financing package, the fees collected from the operation of the Initial Road Assets and any termination payments received from the NHAI, to be deposited in an escrow account and utilised only in accordance with the order prescribed under the escrow agreement. With respect to withdrawals on termination, the escrow arrangements typically prioritise the payment of all taxes due, followed by the payment of 90% of debt due to senior lenders (excluding subordinated debt), the payment of any outstanding concession fee, the payment of damages in relation to the concession,

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retentions and payments arising out of liability for any defects, the remainder of debt due, subordinated debt, operation and maintenance expenses and any other payments under the concession agreement, after which the balance may be withdrawn by the Project SPVs for their own purposes. The Trust is not a party to, or a third party beneficiary under, the escrow agreements entered into by the Project SPVs and does not have any enforceable rights under such escrow agreements, including any right to instruct the escrow agent to make any payments, which may adversely affect the ability of the Trust to recover amounts to it.

The regulatory framework governing infrastructure investment trusts in India is untested and the interpretation and enforcement thereof involve uncertainties- The regulatory framework governing infrastructure investment trusts in India comprises a relatively new set of regulations and is therefore untested, interpretation and enforcement by regulators and courts involves uncertainties. Infrastructure investment trusts operate in a new and relatively unclear regulatory environment. Changes to the Issue structure, changes to agreements entered into or proposed to be entered into in connection with the Issue, cost increases, fines, legal fees or business interruptions may result from changes to regulations, from new regulations, from new interpretations by courts or regulators of existing regulations or from stricter enforcement practices by regulatory authorities of existing regulations. In addition, new costs may arise from audit, certification and/or self-assessment standards required to maintain compliance with new and existing InvIT Regulations. Such changes in regulation, interpretation and enforcement may render it economically infeasible to continue conducting business as an infrastructure investment trust or otherwise have a material, adverse effect on the business, financial condition and results of operations. Certain of the Project SPVs have experienced losses in prior years: Certain of the Project SPVs have experienced losses in prior years. For the financial years 2014, 2015 and 2016 and the nine months ended December 31, 2016, the Project SPVs' net loss on a combined historical basis was Rs. 475.42 million, Rs. 1,237.78 million, Rs. 763.63 million and Rs. 130.49 million, respectively, primarily due to depreciation and amortisation expenses and finance costs. Accordingly, any Project SPVs that fails to generate such distributable profits will not be permitted to pay dividends to the Trust. Any losses in the future could adversely affect the business, financial condition and results of operations, their ability to make distributions and the trading price of the Units.

May not be able to make distributions to Unitholders or the level of distributions may fall: The Trust's distributions will be based on the NDCF available for distribution and not on whether the Trust makes an accounting profit or loss. The InvIT Regulations provide that not less than 90% of NDCF of each Project SPV are required to be distributed to the Trust in proportion of its holding in each of the Project SPVs subject to applicable provisions of the Companies Act The Trust will substantially rely on the receipt of interest, dividends, principal repayments and buy back of shares (net of applicable taxes and expenses) from the Project SPVs in order to make distributions to Unitholders. The distributions to Unitholders will be in the form of dividends, interest, buyback of Units and any other means permitted by law. There can be no assurance or guarantee that the Trust will have sufficient distributable or realised profits or surplus in any future period to make distributions every six months in any amount or at all. The ability of the Project SPVs to pay dividends, make interest payments and repay shareholder loans may be affected by a number of factors. Further, the method of calculation of NDCF is subject to change. Any change in the applicable laws in India or elsewhere (including, for example, tax laws and foreign exchange controls) may limit the Trust's ability to pay or maintain distributions to Unitholders. In addition, the financing agreements entered into by Project SPVs with certain banks and financial institutions contain certain restrictive covenants, including, but not limited to, requirements that they obtain consent from the lenders prior to making any dividend payments to the Trust. Any failure to obtain such consents in a timely manner or at all would impede their ability to make distributions to Unitholders on a regular basis or at all, which could materially and adversely affect the market price of the Units.

Risks Related to the Business and Industry The Project SPVs' toll-road concessions may be terminated prematurely under certain circumstances: Upon completion of the Formation Transactions, the toll-road concessions will comprise principal assets. IRB will be unable to continue the operation of a particular road concession without a continuing concession right from the NHAI. A concession may be revoked by the NHAI for certain reasons set forth in the relevant concession agreement. The concession agreements also provides that, if the actual traffic volume exceeds the target traffic volume on a defined date, the NHAI may reduce the concession period according to a formula specified in the concession agreement or perform additional capital expenditures in exchange for compensation agreed in the concession agreement. If a concession agreement is terminated by the NHAI due to a default by a Project SPV, or by the Project SPV due to a default by the NHAI, such Project SPV is entitled to termination payments or otherwise from the NHAI in accordance with the terms of the relevant concession agreement. Based on news reports in February 2017, a non-governmental organization has also made appeals to the government to terminate toll collection on the Mumbai-Pune Expressway, which is operated by one of the subsidiaries of the Sponsor, and terminate the relevant concession agreement. If any of the concession agreements are reduced or terminated prematurely, its business, financial condition and results of operations may be materially and adversely affected.

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Decline in traffic volumes would materially and adversely affect the business prospects, financial condition and results of operations and ability to make distributions to Unitholders: : The Project SPVs currently operates the Initial Road Assets. Toll revenues depend on toll receipts, which in turn depend on toll fees and traffic volumes on the toll roads. For the financial years 2014, 2015 and 2016 and the nine months ended December 31, 2016, Passenger Car Unit volumes, or passenger car equivalent volumes, for the Project SPVs was 216,857, 240,733, 259,433 and 259,821, respectively, representing a CAGR of 9.38% from 2014 to 2016. Traffic volumes are directly or indirectly affected by a number of factors, many of which are outside of its control. In addition, under the terms of the concession agreements entered into by each of the Project SPVs and the NHAI, the Government and State Governments have the right to construct and open additional roads which may serve as alternate routes to the Initial Road Assets after the expiry of between eight and 15 years, depending on terms of the concession. While most of the Project SPVs' concession agreements provide for an extension in the concession period if the actual traffic volumes are significantly lower than the target traffic volumes set forth in the respective concession agreements, there can be no assurances that the concession period will be actually extended by the NHAI. In the event that the actual traffic volumes are significantly less than the projected traffic volumes, the revenue generated from toll receipts may be lower than anticipated and business prospects, financial condition and results of operations and its ability to make distributions to Unitholders may be materially and adversely affected.

Criminal investigations are pending against the promoter, chairman and managing director of the Sponsor, the outcome of which may materially and adversely affect the reputation, business and financial condition- In 2009, pursuant to a complaint filed by a social worker and right to information activist (“RTI Activist”), a case was registered at Lonavala City police station against Mr. Virendra D. Mhaiskar (the promoter, chairman and managing director of the Sponsor), Mr. Deepak D. Gadgil (Head Realty, Airport and Hospitality of the Sponsor) and certain others, alleging illegal purchase of governmental land in village Pimploli and village Ozarde, Taluka Maval, District Pune on the basis of fake and forged documents Based on recent media reports that the CBI continues to investigate the murder case for which the Closure Report is currently pending for acceptance and that certain police officers involved in the investigation of the complaint have been recently charged. The Sponsor has confirmed that in April 2016, the CBI requested certain additional documents which have been provided. In the event that there is any adverse finding in the land acquisition matter or in the murder case, the reputation of the Sponsor and its business, results of operations, cash flows, prospects and financial condition may be adversely affected. Such an event could in turn have a material adverse effect on reputation, business, financial condition and results of operation, including as a result of any regulatory or other issues in connection therewith. Changes in the policies adopted by governmental entities or in the relationships of any member of the Trust Group with the Government or State Governments could materially and adversely affect the business, financial performance and results of operations- The Project SPVs derives almost all of their revenue from their respective concession agreements with the NHAI and must maintain good relationships and strategic alliances with the NHAI, the Government and State Governments. IRB expects that, after the conclusion of the Formation Transactions, it will continue to depend on, and benefit from, policies relating to the terms of the concessions and other incentives that it will receive from governmental entities in respect of the Project SPVs' existing projects and any future projects. In addition, it expects to benefit from, and depend on, the NHAI and various Government and State Government entities in terms of policies, incentives, budgetary allocations and other resources provided by these entities for the road industry in general. Any adverse change in any existing governmental policies, incentives, allocations or resources, or any change in its relationships with governmental entities, could materially and adversely affect the business, financial condition and results of operations. IRB InvIT may be subject to increases in costs, including operation and maintenance costs, which cannot be recovered by increasing toll fees under the concession agreements: The terms and conditions of the concession agreements are fixed and are not negotiable during the concession period. The Project SPVs' operation and maintenance costs were Rs. 155.94 million, Rs. 1,215.96 million, Rs. 949.68 million and Rs. 858.30 million, respectively, representing 1.93%, 11.66%, 8.93% and 11.35% of the Project SPVs' total expenses and 2.17%, 13.65%, 9.84% and 12.89% of the toll revenue collected (net of revenue share), in each case on a combined historical basis for the financial years 2014, 2015, 2016, and for the nine months ended December 31, 2016, respectively. In the event that its costs increase, it may be unable to offset such increases with higher revenues by increasing toll fees due to the restrictions of the concession agreements. Any significant increase in operation and maintenance costs beyond the amounts budgeted for by it, or any failure to meet quality standards, may reduce the profits, could expose to penalties imposed by the concessioning authorities and could have a material, adverse effect on its business, financial condition and results of operations.

Certain actions of the Project SPVs require the prior approval of the NHAI, and no assurance can be given that the NHAI will approve such actions in a timely manner or at all- Certain terms and conditions in the Project SPVs' concession agreements, financing agreements, and other approvals require the NHAI's prior written approval to be obtained for one or more of the following actions, among others: amendment, modification or replacement by the Project SPV of any project agreements (including financing agreements) relating to the operation of the Initial Road Assets to which the Project SPV is a party if the amendment, modification or replacement of such agreement

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increases or imposes any financial liability or obligation on the NHAI; the creation of any encumbrance or security interest over, or transfer of rights and benefits of the Project SPVs under, the concession agreements or any project agreements; the selection or replacement of any operation and maintenance contractor and execution of the operation and maintenance agreements; any replacement of the Project Manager. Additionally, any change to the Project Manager will only be to an entity which is equal or better in terms of prescribed operations and maintenance capacity requirements; and any change in ownership of any Project SPV during the operation of the Trust Furthermore, NHAI concession agreements typically require the submission to the NHAI, for its review and comments, all project agreements to which a Project SPV is a party prior to entry, amendment or replacement of such agreements, even if such agreements do not affect the financial liability or obligations of the NHAI. The restrictions described above may impose constraints on its flexibility to conduct business. Furthermore, if as a result of these restrictions, IRB is unable to pursue a favourable course of action or to respond to an unfavourable event, condition or circumstance, then its business, financial condition and results of operations may be materially and adversely affected. Leakage of the toll fees on the Project SPVs' roads may materially and adversely affect the revenues and financial condition: The Project SPVs' toll receipts are primarily dependent on the integrity of toll-collection systems and the willingness of road users to pay toll fees. While each of the Project SPVs has an integrated toll-collection system in place, the level of revenues derived from collection of tolls may be reduced by leakage through toll evasion, theft, fraud or technical defaults in the Project SPVs' toll systems or forced violations by users of the Initial Road Assets. Any significant failure by IRB to monitor and control leakage in toll-collection systems could have a material, adverse effect on the business, prospects, financial condition and results of operations and its ability to make distributions.

No assurance that it will be able to successfully undertake future acquisitions of road assets or efficiently manage the infrastructure road assets it has acquired or may acquire in the future: IRB InvIT growth strategy in the future may involve strategic acquisitions of toll roads and other road assets, including pursuant to the ROFO/ROFR Deed and the Future Assets Agreement. It may not be able to identi fy or conclude appropriate or viable acquisitions in a timely manner. There can be no assurance that it will be able to achieve the strategic purpose of such acquisitions or operational integration or an acceptable return on such investments, which may materially and adversely affect the profits, financial condition and distributions Furthermore, concession agreements for future toll-road projects may also contain terms and conditions that are more restrictive than those under the Project SPVs' concession agreements for the Initial Road Assets. These restrictions may restrict its flexibility in managing business or projects and could in turn materially and adversely affect its business prospects, financial condition and results of operations.

The Project SPVs' concessions are illiquid in nature, which may make it difficult for it to realise, sell or dispose of its shareholdings in the Project SPVs.: The Project SPVs' concessions are illiquid in nature, among other reasons, on account of market conditions, the residual periods of the concession agreements, various approvals, consents and confirmations required by the NHAI as per the concession agreements, and a scarcity of disposal options and/or potential acquirers. As a result, it may be difficult for IRB to realise, sell or dispose of its shareholdings in the Project SPVs at an attractive price, or at the appropriate time, or at all, and such illiquidity may have a material, adverse effect on its market value, business, prospects, financial condition and results of operations. Newly constructed roads or existing alternate routes may compete with the Initial Road Assets and result in diversion of the vehicular traffic, resulting in a reduction in revenue from toll receipts.– Under the terms of the concession agreements entered into by each of the Project SPVs and the NHAI, the Government and State Governments have the right to construct and open additional roads which may serve as alternate routes to the Initial Road Assets after the expiry of between eight and 15 years, depending on terms of the concession. The construction of such alternative roads and highways may result in a diversion of vehicular traffic from the Initial Road Assets and a reduction of revenue from toll receipts. There can be no assurance that the construction of any additional roads that compete with the Initial Road Assets will not materially and adversely affect its revenues and operations. Certain Project SPVs' operations and revenue are, currently, geographically concentrated in Gujarat, Maharashtra and other Indian states and consequently it will be exposed to certain risks emanating therefrom: The Project SPVs' operations and revenues are geographically concentrated in Gujarat and Maharashtra, with projects also in other northern, western and southern states including Rajasthan, Karnataka and Tamil Nadu. Toll revenue generated in Gujarat and Maharashtra represented approximately 37.43% and 22.61%, respectively, of the Project SPVs' toll revenue on a combined historical basis for the financial year 2016. Its business therefore will be significantly dependent on the general economic conditions, market conditions and natural disasters in the states in which it operates, in particular Maharashtra and Gujarat. Any regional slowdown in economic activity in these areas resulting in a reduction in traffic on the Initial Road Assets could materially and adversely affect the business, financial condition and results of operations.

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Risks Related to the Trust's Relationships with the Sponsor and the Investment Manager The Sponsor is a listed company and operates other road assets, and anything that impacts the business, results of operations and trading price of the Sponsor's equity shares may have a material, adverse effect on the Trust and the trading price of the Units- The Sponsor has been listed on the Stock Exchanges since 2008. Excluding the toll-road assets that are being transferred by the Sponsor to them pursuant to the Formation Transactions, as of June 30, 2016, the Sponsor had 14 road projects, of which eight were “operational”, four were “under construction” and two were “under development”. They propose to enter into the ROFO/ROFR Deed and the Future Assets Agreement along with the Sponsor, pursuant to which the Sponsor has agreed to provide them with rights of first offer and first refusal with respect to certain toll-road assets located in India which are owned or which may be acquired or developed by the Sponsor or its existing or future subsidiaries. Because of their relationship with the Sponsor, its existing toll-road assets and its future toll-road assets, anything that impacts the business, results of operations and trading price of the Sponsor's equity shares may have a material, adverse effect on the Trust and the trading price of the Units. The Investment Manager may not be able to implement its investment or corporate strategies- The Investment Manager's strategies focus on three main areas:

managing the underlying assets of the Trust;

managing the Trust's acquisitions and disposals; and

managing the Trust's capital structure to maximize distributions. There is no assurance that the Investment Manager will be able to implement these strategies successfully or that it will be able to expand their portfolio at any specified rate or to any specified size or to maintain distributions at projected levels. The Investment Manager may not be able to make acquisitions or investments on favourable terms or within a desired time frame, and it may not be able to manage the operations of its underlying assets in a profitable manner. Factors that may affect this risk may include, but are not limited to, changes in the regulatory framework in India, competition for assets, partial award of concessions or licenses favouring local or other competitors of the Trust, changes in the Indian regulatory or legal environment or macro-economic conditions. Even if the Investment Manager is able to successfully grow the operating business of the underlying assets and to acquire toll roads and other eligible infrastructure projects in India as desired, there can be no assurance that the Investment Manager will achieve its intended return on such acquisitions or capital investments. Furthermore, the Investment Manager's investment mandate involves a higher level of risk as compared to a portfolio which has a more diverse range of investments. The Investment Manager may only be removed by a resolution of Unit holders representing at least two-thirds of the outstanding Units (excluding the Sponsor).

Risks Related to India If the rate of Indian price inflation increases, results of operations and financial condition may be materially and adversely affected- An increase in inflation in India could cause a rise in any operation and maintenance costs. They may be unable to reduce costs or pass on increased costs on to their customers and results of operations and financial condition may be materially and adversely affected. Performance is linked to the stability of policies and the political situation in India- Any political instability in India may materially and adversely affect the Indian securities markets in general, which could also materially and adversely affect the trading price of the Units. Any political instability could delay the reform of the Indian economy and could have a material, adverse effect on the market for the Units. Protests against privatization could slow down the pace of liberalisation and deregulation. The rate of economic liberalisation could change, and specific laws and policies affecting companies in the road infrastructure sector, foreign investment, currency exchange rates and other matters affecting investment in its Units could change as well. A significant change in India's economic liberalisation and deregulation policies could disrupt business and economic conditions in India and thereby affect the business. Risks Related to Tax Changes in legislation or the rules relating to tax regimes could materially and adversely affect the business, prospects and results of operations- The Government has proposed a comprehensive national goods and services tax (“GST”) regime that will combine taxes and levies by the Government and State Governments into a unified rate structure. Given the limited availability of information in the public domain concerning the GST, there can be no assurances as to the tax regime following implementation of the GST. The implementation of this new structure may be affected by any disagreement between certain State Governments, which could create uncertainty. Any such future amendments may affect overall tax efficiency, and may result in significant additional taxes becoming payable. Some of the roads assets enjoy certain benefits under Section 80-IA of the Income Tax Act and any change in these tax benefits applicable to it may materially and adversely affect the results of operations: Currently, surface transport infrastructure development projects, including toll-road concession projects, enjoy certain benefits under Section 80-IA of the Income Tax Act. In accordance with and subject to the condition specified in this section, the Project SPVs are entitled to certain benefits for all of the operational infrastructure projects and

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would be entitled to a deduction of 100% of the profits derived from the development or operation and maintenance or development, operation and maintenance of the toll roads for any 10 consecutive tax assessment years out of 20 years, beginning from the year in which the Project SPV develops and begins to operate the infrastructure facility. The incentives for Section 80-IA of the Income Tax Act are available for a period of 10 consecutive tax years out of a block of 20 years from the year of commencement of operations. Further, the India tax authorities may disallow the deduction availed if the conditions specified are not complied with or the computation of the profits and gains of the eligible business is not in accordance with the manner prescribed and there is no assurance that such projects will continue to enjoy the tax benefits. This may affect the overall tax liabilities of the Project SPVs and result in significant additional taxes becoming payable thereby resulting in a material, adverse effect on its business, financial condition, cash flows and results of operations and consequently may have a material, adverse impact on its distributions

Structure of the Trust

Combined Financials of InvIT

Projected Summary of the Trust Group Profit & Loss Information (INR Mn) FY18 FY19 FY20

Total Income 10782 11762 12911

Expenditure 1991 2141 2583

O&M Expenses 1840 1985 2422

InvIT Expenses (Incl IM, Trustee, Valuer Fees) 151 156 161

EBITDA 8790 9621 10328

Depreciation & Amortisation 5554 6093 6706

Finance Cost - interest on loans from banks/institutions 583 504 428

PBT 2654 3025 3194

Tax Expenses 10 40 112

PAT 2644 2985 3082

Profit & Loss (INR Mn) FY14 FY15 FY16 9MFY17

Income 7625 9164 10038 7511

Expenditure 757 1723 1605 1263

EBITDA 6868 7441 8433 6248

Depreciation & Amortisation 3564 4254 4676 3204

Finance Cost 3756 4448 4348 3098

PBT -452 -1261 -591 -54

Tax 24 -24 173 76

PAT -475 -1238 -764 -130

Balance Sheet (INR Mn) FY14 FY15 FY16 9MFY17

Fixed Assets 138970 134180 129936 126906

Other Non-Current Assets 914 986 906 375

Current Assets 2085 3304 3781 4373

Total Assets 141969 138469 134623 131654

Equity 20227 19047 18282 18153

Borrowings 40069 38682 36552 33257

Other Financial Liabilities (Premium) 69592 68673 66626 62543

Other Non Current Liabilities 1218 735 1094 1487

Current Liabilities 10861 11333 12069 16213

Total Equity and Liabilitis 141969 138469 134623 131654

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Cash Flow Information ( INR Mn) Profit & Loss Information (INR Mn) FY18 FY19 FY20

Net profit before tax 2654 3025 3194

Adjstments to reconcile PBT to net cash flows Finance Cost - interest on loans from banks/institutions 583 504 428

Finance Cost - interest on loans from InvIT - -

Depreciation & Amortisation Expenses 5554 6093 6706

Provision for resurfacing expenses 605 605 605

Actual Outflow for major maintenance -158 -532 -1606

Cash generated from/(usedin) operations 9238 9695 9327

Direct taxes paid (net of refunds) -10 -40 -112

Premium paid to NHAI -2059 -1382 -2077

Net cash flows from/(used in) operating activities 7169 8273 7138

Finance Cost - interest on loans from banks/institutions -583 -504 -428

Repayment to bank debt -712 -1189 -626

Cash generated during the year 5874 6580 6084 (Source:RHP)

RETAIL RESEARCH Fax: (022) 30753435 Corporate Office

HDFC Securities Limited, I Think Techno Campus, Bulding –B, ”Alpha”, Office Floor 8, Near Kanjurmarg Station Opp. Crompton Greaves, Kanjurmarg (East),

Mumbai 400 042 Fax: (022) 30753435 Website: www.hdfcsec.com

Disclaimer: This document has been prepared by HDFC Securities Limited and is meant for sole use by the recipient and not for circulation. This document is

not to be reported or copied or made available to others. It should not be considered to be taken as an offer to sell or a solicitation to buy any security. The

information contained herein is from sources believed reliable. We do not represent that it is accurate or complete and it should not be relied upon as such.

We may have from time to time positions or options on, and buy and sell securities referred to herein. We may from time to time solicit from, or perform

investment banking, or other services for, any company mentioned in this document. Notwithstanding that HDFC Securities Ltd is acting for IRB InvIT Fund,

this report is not issued with the authority of IRB InvIT Fund. Readers of this report are advised to take an informed decision on the issue after independent

verification and analysis. This report is intended for Retail Clients only and not for any other category of clients, including, but not limited to, Institutional

Clients

Disclaimer: HDFC Bank (a shareholder in HDFC Securities Ltd) is associated with this issue in the capacity of Escrow collection Bank, Refund Bank and Public

Issue Account Bank and will earn fees for its services. This report is prepared in the normal course, solely upon information generally available to the public.

No representation is made that it is accurate or complete. Notwithstanding that HDFC Bank is acting for IRB InvIT Fund, this report is not issued with the

authority of IRB InvIT Fund. Readers of this report are advised to take an informed decision on the issue after independent verification and analysis.