notice of extraordinary general meeting - september 28, · pdf filenotice of extraordinary...

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Notice of Extraordinary General Meeting - September 28, 2017 IRB InvIT Fund

Notice of Extraordinary General MeetingNOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (“EGM”) of the Unitholders (the “Unitholders”) of the IRB InvIT Fund (the “Trust”) will be held on Thursday, September 28, 2017, at 10.30 a.m. at Megarugas, Plot No. 9/10, Saki Vihar Road, Opp. Chandivali Studio, Near Raheja Vihar Complex, Andheri (East), Mumbai - 400 072, Maharashtra, to transact the following business:

I. ITEM NO. 1: APPROVAL OF THE PROPOSED ACQUISITION OF IRB PATHANKOT AMRITSAR TOLL ROAD LIMITED AND MATTERS RELATED THERETO, BEING A MATERIAL RELATED PARTY TRANSACTION

To consider and, if thought fit, to passwith orwithoutmodifications(s), the following resolution by way ofordinary majority (i.e. where the votes cast in favour of the resolution are required to be more than the votes cast against the resolution) in terms of Regulation 22(4) of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended:

“RESOLVED THAT pursuant to the provisions of Regulation 19 and all other applicable provisions, if any, of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, and the circulars and guidelines issued thereunder, and other applicable rules, if any, including any statutory modifications,amendmentsorre-enactmentstoeachoftheforegoing,andapplicablenotifications,clarifications,circulars, rules and regulations issued by any competent authority in India from time to time, to the extent applicable, and subject to the Trust Documents (as defined in the Trust’s Final Offer Document datedMay 12, 2017), the requisite approvals, if any, of any relevant governmental authorities, and further subject to such terms and conditions as may be prescribed by any such authority while granting such approvals as may be necessary, the consent of the Unitholders, be and is hereby granted to the Trust (acting through the Investment Manager) to enter into the material related party transaction, being (a) the proposed acquisition of 98,600,000 equity shares of IRB Pathankot Amritsar Toll Road Limited (“IPATRL”) (representing 100% of the equity shares of IPATRL on a fully diluted basis) from IRB Infrastructure Developers Limited (i.e. the Sponsor), Modern Road Makers Private Limited (i.e. the Project Manager) and the nominee shareholders of IRB Infrastructure Developers Limited (collectively, the “Sellers”), the consideration to be paid by the Trust to the Sellers for such sale and transfer of equity shares of IPATRL being ` 99,09,00,000 (Rupees Ninety Nine Crores and Nine Lakhs Only) in aggregate; and

(b) consequent to the aforesaid acquisition of equity shares of IPATRL, the prepayment, in full, of the subordinate debt provided to IPATRL by the Sponsor and the Project Manager, aggregating to ` 295,81,00,000 (Rupees Two Hundred Ninety Five Crore and Eighty One Lakh Only), and the unsecured loans and advances availed by IPATRL from the Sponsor and members of the Sponsor group, aggregating to ` 148,66,93,000 (Rupees One Hundred Forty Eight Crore Sixty Six Lakh and Ninety Three Thousand Only); as per the details set out in the explanatory statement annexed hereto, on such termsandconditionsandwithsuchmodificationsasmaybe required by any of the concerned authorities or as theInvestmentManagermaydeemfitandappropriatein the interest of the Trust and the Unitholders, subject to necessary adjustments, if any, on a date mutually agreed between the Investment Manager and the Sellers, and that the Investment Manager be and is hereby authorized to perform and execute all such deeds, matters and things as may be deemed necessary or expedient to give effect to this resolution and for the matters connected therewith or incidental thereto.

RESOLVED FURTHER THAT consequent to the aforesaid acquisition of equity shares of IPATRL, the Investment Manager be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary from time to time for giving effect to the above resolution, to approve any alteration or modificationto the transaction documents from time to time on such terms and conditions as the Investment Manager maydeemfit in the best interest of theTrust and theUnitholders, and to settle any questions, difficulty ordoubt that may arise with regard to giving effect to the above resolution, as it may deem necessary in its discretion.

RESOLVED FURTHER THAT the Investment Manager be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary from time to time for giving effect to the above resolution, to approve any alterationormodificationtothetransactiondocumentsfrom time to time on such terms and conditions as the InvestmentManagermaydeemfit in thebest interestof the Trust and the Unitholders, and to settle any questions,difficultyordoubtthatmayarisewithregardto giving effect to the above resolution, as it may deem necessary in its discretion.

RESOLVED FURTHER THAT the board of directors of the Investment Manager be and is hereby authorised to delegate all or any of the powers herein conferred upon

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the Investment Manager, to any committee, director(s), officer(s) and/or authorised representative(s) of theInvestment Manager so as to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all agreements, documents, deeds, papers etc. executed for the purpose of the aforesaid transactions, under the authority of the Investment Manager and/or Trustee, and all acts, deeds, matters and things done in this regard, be and are herebyratified,approvedandconfirmed.”

II. ITEM NO. 2: AUTHORITY TO BORROW AND CREATE CHARGE ON THE TRUST ASSETS

Toconsiderand, if thoughtfit, topasswithorwithoutmodifications(s), the following resolution by way ofordinary majority (i.e. where the votes cast in favour of the resolution are required to be more than the votes cast against the resolution) in terms of Regulation 22(4) of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended:

“RESOLVED THAT in accordance with the applicable provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, and the circulars and guidelines issued thereunder, and other applicable rules, if any, including any statutory modifications,amendmentsorre-enactmentstoeachoftheforegoing,andapplicablenotifications,clarifications,circulars, rules and regulations issued by any competent authority in India from time to time, to the extent applicable, and subject to the Trust Documents (as definedintheTrust’sFinalOfferDocumentdatedMay12, 2017), the consent of the Unitholders, be and is hereby granted to the Trust Group (comprising the Trust and the Project SPVs owned by the Trust) to borrow from time to time, any sum or sums of money not exceeding ` 1,750 Crores (Rupees One Thousand Seven Hundred and Fifty Crores Only) and/or equivalent thereto in any foreign currency, being an amount not exceeding 25% of the value of the Trust Assets as on March 31, 2017 (based on the Valuation Report issued by the Valuer of the Trust in terms of the InvIT Regulations, as included in the Trust’s Final Offer Document dated May 12,2017), on such terms and conditions as the Investment Managermaydeemfitinthebest interestoftheTrustand the Unitholders, and on such security, including by way of mortgage, hypothecate, pledge and/or charge, in addition to the mortgage, hypothecation, pledge and/or charge already created, in such form, manner and ranking and on such terms as the Investment Managermaydeemfitinthebest interestoftheTrustand the Unitholders, on all or any of the movable and/

or immovable properties of the Trust and/or the Project SPVs owned by the Trust, both present and future and/or any other assets or properties, either tangible or intangible, of the Trust and/or the Project SPVs owned by the Trust, for securing the borrowing availed or to be availed by the Trust Group, including providing any undertakings and/or guarantees as may be required in connection therewith, and to do all such acts, deeds and things and to execute all such documents, instruments and writings, and register all charges as may be required in this regard.

RESOLVED FURTHER THAT the board of directors of the Investment Manager be and is hereby authorised to delegate all or any of the powers herein conferred upon the Investment Manager, to any committee, director(s), officer(s) and/or authorised representative(s) of theInvestment Manager so as to give effect to the aforesaid resolution.

III. ITEM NO. 3: THE PROPOSED CONVERSION OF PROJECT SPVS OWNED BY THE TRUST FROM PRIVATE COMPANIES INTO PUBLIC COMPANIES

Toconsiderand, if thoughtfit, topasswithorwithoutmodifications(s), the following resolution by way ofordinary majority (i.e. where the votes cast in favour of the resolution are required to be more than the votes cast against the resolution) in terms of Regulation 22(4) of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended:

“RESOLVED THAT in accordance with the applicable provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, and the circulars and guidelines issued thereunder, and other applicable rules, if any, including any statutory modifications, amendments or re-enactments toeach of the foregoing, and applicable notifications,clarifications,circulars, rulesandregulations issuedbyany competent authority in India from time to time, to the extent applicable, the consent of the Unitholders, be and is hereby accorded for the conversion of each of the Project SPVs of the Trust (wherein the Trust owns 100% of the equity shares), namely, (i) IDAA Infrastructure Private Limited, (ii) IRB Jaipur Deoli Tollway Private Limited, (iii) IRB Surat Dahisar Tollway Private Limited, (iv) IRB Talegaon Amravati Tollway Private Limited, (v) IRB Tumkur Chitradurga Tollway Private Limited, and (vi) M.V.R. Infrastructure and Tollways Private Limited, into a “public company” (as defined under Section2(71) of the Companies Act, 2013) in accordance with the provisions of Section 14 and any other applicable provisions, if any, of the Companies Act, 2013.

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RESOLVED FURTHER THAT the Investment Manager be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary from time to time for giving effect to the above resolution, including without limitation, the alteration or modification of the memorandum andarticles of association of each of the aforesaid Project SPVs and making any application to the relevant Registrar of Companies or any other statutory or regulatory authority for a change of status of the aforesaid Project SPVs, and to settleanyquestions,difficultyordoubtthatmayarisewithregard to giving effect to the above resolution, as it may deem necessary in its discretion.

RESOLVED FURTHER THAT the board of directors of the Investment Manager be and is hereby authorised to delegate all or any of the powers herein conferred upon the Investment Manager, to any committee, director(s), officer(s) and/or authorised representative(s) of theInvestment Manager so as to give effect to the aforesaid resolution.”

For IRB INVIT FUND

By Order of the BoardIRB Infrastructure Private Limited

(as the Investment Manager to IRB InvIT Fund)

Urmil ShahCompanySecretary&ComplianceOfficer

Mumbai, August 31, 2017

Registered Office and Contact Details of the Trust:

IRB InvIT Fund IRB Complex, Chandivali Farm, Chandivali Village,Andheri (East), Mumbai - 400 072 SEBI Registration Number: IN/InvIT/15-16/0001Tel: +91 22 6640 4299 Fax: +91 22 6640 4274 E-mail: [email protected] Website: www.irbinvit.co.inCompliance Officer: Mr. Urmil Shah

Registered Office and Contact Details of the Investment Manager:

IRB Infrastructure Private Limited CIN: U28920MH1997PTC112628IRB Complex, Chandivali Farm, Chandivali Village,Andheri (East), Mumbai - 400 072 Tel: +91 22 6640 4299 Fax: +91 22 6640 4274 Email: [email protected] Person: Mr. Urmil Shah

NOTES

1. A UNITHOLDER ENTITLED TO ATTEND AND VOTE AT THE EXTRA ORDINARY GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING, AND SUCH PROXY NEED NOT BE A UNITHOLDERS OF THE TRUST.

2. The instrument appointing the proxy must be deposited at theRegisteredOffice of theTrust or theInvestment Manager not less than 48 hours before the commencement of the Meeting.

3. An Explanatory Statement setting out material facts and reasons for the proposed resolutions at Item Nos. 1, 2 and 3, above, is appended herein below for perusal.

4. Attendance slip and route map of the venue of the EGM are annexed hereto.

5. Relevant documents referred to in the accompanying Notice are open for inspection by the Unitholders at the RegisteredOfficeof theTrustonallworkingdays (i.e.all days except Saturdays, Sundays and Public Holidays) between 11.00 a.m. and 1.00 p.m. up to the date of the EGM. The aforesaid documents will also be available for inspection by Unitholders at the EGM.

6. The Investment Manager, on behalf of the Trust, is providing a facility to the Unitholders as on the cut-off date, being September 21, 2017, (“the Cut-Off Date”) to exercise their right to vote by electronic voting systems from a place other than venue of the EGM (“Remote e-Voting”) on any or all of the businesses specified inthe accompanying Notice. Details of the process and manner of Remote e-Voting along with the User ID and Password is as per Annexure C. Any person who acquires Units of the Trust and becomes a Unitholder of the Trust after the dispatch of the Notice, and holding Units as on the Cut-Off Date, may obtain the User ID and Password by sending a request at [email protected] or contact M/s. Karvy Computershare Private Limited at toll free number 1800 345 4001. Voting by electronic mode is a convenient means of exercising voting rights andmayhelptoincreasetheUnitholders’participationin the decision-making process. It may be noted that the Remote e-Voting facility is optional. The Investment Manager, on behalf of the Trust, has signed an agreement with and engaged the services of Karvy Computershare Private Limited (“Karvy”) for the purpose of providing Remote e-Voting facility to the Unitholders.

7. Unitholders (such as companies or body corporates) intending to send their authorized representative(s) to

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attend the EGM are requested to send to the registered officeoftheTrustortheInvestmentManageracertifiedtrue copy of the relevant Board Resolution/Power of Attorney, together with the specimen signature(s) of the representatives authorized under the said Board Resolution/Power of Attorney to attend and vote on their behalf at the EGM.

8. In case of joint holders attending the EGM, only such joint holder who is higher in the order of names will be entitled to vote at the EGM.

9. Unitholders are requested to address all correspondence, including distribution matters, to the Registrar and Unit Transfer Agent, Karvy Computershare Private Limited (Unit: IRB InvIT Fund), Karvy Selenium Tower B, Plot No. 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032, India.

10. Unitholders are requested to send their queries, if any, to the Investment Manager at least 10 days prior to the EGM to enable the Investment Manager to provide the required information.

11. The Securities and Exchange Board of India (the “SEBI”) has mandated the submission of Permanent Account Number (“PAN”) by every participant in the securities market. Unitholders are therefore requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts.

12. Unitholders who have cast their vote by Remote e-Voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again. Unitholders can opt for only one mode of voting, i.e. physical ballot or Remote e-Voting. If a Unitholder opts for Remote e-Voting, then he/she shall not vote by physical ballot and vice versa. In case a Unitholder casts his/her vote, both by physical ballot and Remote e-Voting mode, then the voting done by Remote e-Voting shall prevail and the voting by physical ballot shall be invalid.

13. TheResultsdeclaredalongwithScrutinizer’sReport(s)will be available on the website of the Trust (www.irbinvit.co.in), the Investment Manager (www.irbfl.co.in) andonServiceProvider’swebsite(https://evoting.karvy.com) within two (2) days of passing of the resolutions and communication of the same to the BSE Limited and the National Stock Exchange of India Limited.

14. Unitholders who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including annual reports, notices, circulars etc. from the Investment Manager, on behalf of the Trust, electronically.

EXPLANATORY STATEMENT

The following Statement sets out the material facts and reasons for the proposed resolutions at Item Nos. 1, 2 and 3, in the accompanying Notice:

Item No. 1

Attention of the Unitholders is drawn to the fact that pursuant to the Deed of Right of First Offer and Right of First Refusal among the Sponsor, the Investment Manager and the Trust (acting through the Trustee) dated May 9, 2017 (the “ROFO/ROFR Deed”), and the Future Assets Agreement among the Sponsor, the Investment Manager and the Trust (through the Trustee) dated May 9, 2017, the Sponsor has provided the Trustwith rightsoffirstofferandfirst refusalwith respectto 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.

The Sponsor has vide its letter dated July 27, 2017, made an irrevocable invitation to offer to the Trust, 100% of the equity shares of IRB Pathankot Amritsar Toll Road Limited (IPATRL), which are currently held by the Sponsor, Modern Road Makers Private Limited (i.e. the Project Manager of the Trust, and a wholly-owned subsidiary of the Sponsor) and the nominee shareholders of the Sponsor, pursuant to the relevant provisions of the ROFO/ROFR Deed. Brief particulars of the project implemented by IPATRL are provided in Annexure A hereto. Subsequently, the board of directors of the Investment Manager had noted the aforesaid invitation to offer by the Sponsor, and appointed various independent intermediaries and consultants to carry out the necessary diligence and valuation of IPATRL.

The Valuer of the Trust, namely Walker Chandiok & Co. LLP, has undertaken a full valuation of the IPATRL, in accordance with the relevant provisions of the InvIT Regulations, and prepared a valuation report dated August 31, 2017, in respect of IPATRL that contains the necessary disclosures prescribed under the InvIT Regulations (the “Valuation Report”). The Enterprise Valuation of IPATRL as per the Valuation Report and basis the assumptions mentioned therein is ` 1,785.70 Crore with a resultant Equity Valuation of ` 319.90 Crore. The Valuation Report is available on the website of the Investment Manager and the Trust, and has also been made available to the BSE Limited and the National Stock Exchange of India Limited for the purposes of uploading on their respective websites. A summary of the full valuation report is provided as Annexure B hereto.

TheTrafficConsultanttotheTrust,namelyGMDConsultants,has prepared a technical report, which includes details of toll

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revenues and operation and maintenance cost projections for underlying road project operated by IPATRL (the “Traffic Report”). The Traffic Report, which is the technical reportspecifictotherelevantsub-sector,isavailableonthewebsiteof the Investment Manager and the Trust, and has also been made available to the BSE Limited and the National Stock Exchange of India Limited for the purposes of uploading on their respective websites.

The Investment Manager has considered, inter alia, the aforesaid Valuation Report and the Traffic Report, andbelieves that the proposed acquisition of IPATRL would be in the best interest of the Trust and the Unitholders, and is in accordance with the investment strategy and objectives of theTrust (asdescribed in theTrust’sFinalOfferDocumentdated May 12, 2017), including in terms of expected yield thresholds,trafficcharacteristics,residualconcessionperiodand geographic diversity.

In due consideration of the aforesaid Reports submitted by the relevant independent intermediaries mentioned above and pursuant to the negotiations between the Investment Manager and the Sponsor, the Investment Manager has finalised its offer amounting to an Enterprise Value of ` 1,569.33 Crores, which would indicate a consideration of ` 99.09 Crores (Rupees Ninety Nine Crores and Nine Lakhs Only) payable in lieu of the aggregate 9,86,00,000 equity shares of IPATRL to the Sellers. Consequent to the aforesaid acquisition of equity shares of IPATRL, the entire quantum of the subordinate debt provided to IPATRL by the Sponsor and the Project Manager towards funding the IPATRL project cost, aggregating to ` 295,81,00,000 (Rupees Two Hundred Ninety Five Crore and Eighty One Lakh Only), and the unsecured loans and advances availed by IPATRL from the Sponsor and members of the Sponsor group, aggregating to ` 148,66,93,000 (Rupees One Hundred Forty Eight Crore Sixty Six Lakh and Ninety Three Thousand Only), shall be prepaid in full.

The final offer price of IPATRL, negotiated between theInvestment Manager and the Sellers, represents a discount of 12% to the indicative Enterprise Valuation as on September 30, 2017 (based on the Valuation Report dated August 31, 2017 prepared by the Valuer). The aforesaid offerhasbeenfinalisedwithaviewtoenhancethelifeoftheportfolio of Trust Assets, the returns to the Unitholders on a regular and long-term basis and reduce the overall cost of capital of the Trust.

ForthebenefitofUnitholders,attentionisdrawntothefactthat IPATRL has availed loans/facilities from its senior lenders (comprising Schedule Commercial Banks and Financial Institutions), of which ` 943.01 Crore was outstanding as on June 30, 2017. The aforesaid senior debt availed by IPATRL (the exact amount of which will be calculated based on the amount outstanding under each such loan/facility as on the actual date of repayment/prepayment), is also proposed to be prepaid/repaid in full by the Trust subsequent to the acquisitionofIPATRL.ItisclarifiedthattheaforesaidScheduleCommercial Banks and Financial Institutions are not related parties in terms of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended (the “InvIT Regulations”).

In accordance with Regulation 2(1)(zv) of the InvIT Regulations, the Sellers, comprising the Sponsor, the Project Manager and Nominees of the Sponsor are related parties of the Trust. Regulation 19(3) of the InvIT Regulations states that an approval from the Unitholders is required to be obtained (in terms of Regulation 22 of the InvIT Regulations) prior to entering into a transaction with any related party if the total valueofalltherelatedpartytransactions,inafinancialyear,pertaining to acquisition or sale of assets exceeds 5% of the valueoftheTrust’sAssets,andvotingbyanypersonwhoisarelated party in such transaction as well as associates of such person(s)shallnotbeconsideredonthespecificissue.

While the aforesaid acquisition of IPATRL is proposed to be at anarm’slengthbasis(inaccordancewithrelevantaccountingstandards), is in the best interest of the Unitholders, and consistent with the strategy and investment objectives of the Trust, the consideration to be paid to the Sellers for the sale and transfer of 9,86,00,000 equity shares of IPATRL will be ` 99,09,00,000 (Rupees Ninety Nine Crores and Nine Lakhs Only) in aggregate, which along with the proposed prepayment of the subordinate debt provided to IPATRL by the Sponsor and the Project Manager, aggregating to ` 295,81,00,000 (Rupees Two Hundred Ninety Five Crore and Eighty One Lakh Only), and the unsecured loans and advances availed by IPATRL from the Sponsor and members of the Sponsor group, aggregating to ` 148,66,93,000 (Rupees One Hundred Forty Eight Crore Sixty Six Lakh and Ninety Three ThousandOnly),exceeds5%ofthevalueoftheTrust’sAssetsas on March 31, 2017 (based on the Valuation Report issued by the Valuer of the Trust in terms of the InvIT Regulations, as included in theTrust’sFinalOfferDocumentdatedMay12, 2017). The Board of Directors of the Investment Manager has approved the aforesaid material related party transaction which was placed before its meeting held on August 31, 2017, andhasnotedthatthistransactionisatarm’slength.

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Information in respect of the proposed related party transaction is as under:

Name of the Related Parties 1. IRB Infrastructure Developers Limited*; and

2. Modern Road Makers Private Limited.

*Including nominee shareholders of IRB Infrastructure Developers Limited

Relationship with the Trust 1. Sponsor of the Trust; and

2. Project Manager of the Trust.

Monetary Value 1. ` 99,09,00,000 (Rupees Ninety Nine Crores and Nine Lakhs Only) in aggregate, as consideration to be paid to the Sellers for the sale and transfer of 9,86,00,000 equity shares of IPATRL;

2. ` 295,81,00,000 (Rupees Two Hundred Ninety Five Crores and Eighty One Lakhs Only) in aggregate, to the Sponsor and the Project Manager towards prepayment of subordinate debt brought in as Sponsor Group contribution towards funding the project cost;

3. ` 148,66,93,000 (Rupees One Hundred Forty Eight Crore Sixty Six Lakh and Ninety Three Thousand Only) in aggregate, to the Sponsor and the Project Manager towards prepayment of unsecured loans and advances.

Nature, Material Terms, Value and Particulars of the Arrangement

As provided in above Explanatory Note.

Any other Relevant/Important Information

Allrelevant/importantinformation’swereprovided.

ANNEXURE ABrief particulars of the Project is as under.

On November 16, 2009, the NHAI and IPATRL (IRB Pathankot Amritsar Toll Road Limited) (a Concessionaire), an SPV of IRB Infrastructure Developers Ltd., entered into a Concession Agreement to develop, operate and maintain the Pathankot - Amritsar section of NH 15 Project. The concession period of the Project is 20 years from the Appointed Date i.e. December 31, 2010. The Concessionaireisallowedtocollectthenotifieduserfeefromtheroadusersduringthisperiod.

The Pathankot - Amritsar NH 15 Project comprises the section of NH 15 from km 6.082 to km 108.502. IPATRL was entrusted to expand a 102.42 km section of NH 15 between Pathankot and Amritsar in Punjab from two lanes to four lanes on a DBFOT basis.TheprojectreceivedacompletioncertificateonNovember27,2014andIPATRLcommencedtollingforaprojectlengthof102.42kmonthatdate.Subsequently,theprojecthasreceivedafinalcompletioncertificateonAugust17,2017.

The project features are as below:

102.420 km of four-lane carriageway

44.810 km of service road

4 major bridges

6 minor bridges

5flyovers

5 railway-over-bridges

317 culverts

14 vehicular underpasses

168 intersections

2 toll fee plazas

30 bus bays

Corridor description:

The project road is part of the National Highway-15 from km 6.082 near Pathankot to km 108.52 near Amritsar.

The NH 15 is one of the major highways of northwestern India, starting at Pathankot in the state of Punjab and traversing through the states of Punjab, Rajasthan and ending at Samakhiali of Gujarat. Important cities and towns enroute are Amritsar, Bhatinda, Ganganagar, Bikaner, Jaisalmer and Barmer. In the state of Punjab, NH 15 passes through the districts of Gurudaspur,

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Amritsar, Firozpur, Faridkot, Moga, Mukatsar & Bhatinda.

ThePathankot-AmritsarNH15Projectispartofthehigh-densitytrafficcorridor,cateringtovarioustypesoftraffic,includingurban,suburbanandregionaltraffic.

AdetailedexplanationoftheprojectandthedevelopmentsaroundthecorridorwithestimatedtrafficgrowthmaybefoundintheTrafficReportsubmittedbyGMDConsultants.

ANNEXURE B

Summary of the Full Valuation Report

a) Background and scope:

IRB Infrastructure Developers Limited (hereinafter referred to as “IRB” or the “Company”) is a listed infrastructure development company, undertaking development of various infrastructure projects via the Public Private Partnership (“PPP”) model in the toll road sector.

IRB has sponsored and floated an Infrastructure Investment Trust (“Trust”) which has been registered as IRB InvITFund (hereinafter referred to as the “InvIT”) under the SEBI (Infrastructure Investment Trusts) Regulations, 2014 and subsequent amendment (“SEBI InvIT Regulations, 2014”). The Units issued by the InvIT got listed on both the BSE Limited and the National Stock Exchange of India Limited on 18 May 2017.

Based on discussions with the management of InvIT, we understand that InvIT proposes to acquire 100% shareholding held by IRB and its wholly owned subsidiaries (as the case may be) in the IRB Pathankot Amritsar Toll Road Limited (hereinafter referred to as “IRB PATRL” or “SPV”). As mentioned, IRB PATRL is wholly owned by IRB and one of its wholly owned subsidiary, therefore, the acquisition of the SPV by the InvIT constitutes a related party transaction.

For this purpose, InvIT, and its investment manager, IRB Infrastructure Private Limited (“IRB Infra”) (hereinafter both together referred to as “Client”) requires the assistance of the Firm to carry out fair valuation of the IRB PATRL which is proposed to be transferred to InvIT in accordance with the SEBI Regulations, 2014 as on 30 September 2017 (the “Valuation Date”). This report covers all the disclosures required as per the SEBI InvIT Regulations, 2014.

The Firm declares that:

It is competent to undertake the valuation

It is independent and has prepared the Report on a fair and unbiased basis

IthasvaluedIRBPATRLbasedonthevaluationstandardsasspecifiedundersub-regulation10ofregulation21ofSEBI Regulation, 2014

b) Valuation Approach & Assumptions

To arrive at fair value of IRB PATRL, we have used a Discounted Cash Flow (“DCF”) method under the Income Approach.

Forthepurposeofthisvaluationexercise,theFirmhasbeenprovidedwiththefinancialprojectionsofIRBPATRLunderIndian Accounting Standard (IND AS) by the management of IRB (hereinafter referred to as the “Management”) as on the ValuationDate.TheprojectionsarebasedonthebestjudgementoftheManagementonthefuturecashflowssupportedby the traffic surveys conducted by an independent traffic consultancy firmGMDConsultants. Further, the valuationexercise is based on the projected key items of balance sheet as on Valuation Date as provided to us by the Management.

Inadditiontotheaforementionedfinancialprojections,thefollowingapproachandassumptionshavebeenconsideredforthe valuation exercise:

The Free Cash Flows to Firm under the Discounted Cash Flow Method has been used for the purpose of the valuation of IRB PATRL.

The Weighted Average Cost of Capital has been considered as the discount rate for the purpose of valuation.

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c) Conclusion of Value

Based on the methodology and assumptions discussed above, we have arrived at the Fair Enterprise Value (“EV”) of IRB PATRL as on the Valuation Date

Table 1.1: Fair Enterprise Value of IRB PATRL as on the Valuation Date (INR Millions (“Mn”))

Name of the SPV Fair Enterprise Value

IRB Pathankot Amritsar Toll Road Limited 17,857.3

The EV has further been adjusted for cash, net current assets, net long term assets and liabilities, external bank debt and net dues from/to related parties including interest free subordinate debt based on the projected key items balance sheet as on 30 September 2017 as provided to us by the Management to arrive at the Fair Value of Equity of IRB PATRL as on the Valuation Date. The Equity value of IRB PATRL may change based on the actual balance sheet as on the Valuation Date.

Table 1.2: Fair Value of Equity of IRB PATRL as on the Valuation Date (INR Millions (“Mn”))

Name of the SPV Fair Enterprise Value

IRB Pathankot Amritsar Toll Road Limited 3,199.0

The Investment Manager recommends the resolution as set out in the Notice for your approval by way of ordinary majority (i.e. where the votes cast in favour of the resolution are required to be more than the votes cast against the resolution).

Item No. 2

In order to meet the additional fund requirements of the Trust for various purposes, including as mentioned above at Item No. 1 in respect of the acquisition of IPATRL, it is proposed by the board of directors of the Investment Manager at their meeting held on August 31, 2017 to enable the Trust Group (comprising the Trust and the Project SPVs owned by the Trust) to borrow sums of money not exceeding ̀ 1,750 Crore (Rupees One Thousand Seven Hundred and Fifty Crores Only), being an amount not exceeding 25% of the value of the Trust Assets as on March 31, 2017 (based on the Valuation Report issued by the Valuer of the TrustintermsoftheInvITRegulations,asincludedintheTrust’sFinalOfferDocumentdatedMay12,2017),andsecuresuchproposed borrowings by mortgages / pledge or charges on all or any of the movable or immovable or any tangible or intangible assets / properties of the Trust and/or Project SPVs, both present and future, in favour of any lender, including the Financial Institutions / Banks / Debenture Trustees, etc. in such form, manner and ranking as may be determined by the Investment Manager from time to time, in consultation with the relevant lenders, including providing any undertakings and/or guarantees as may be required in connection therewith.

The resultant borrowings shall reduce the cost of capital of the Trust and thereby provide the opportunity for an enhancement in the distributions to the Unitholders over the life of the Project SPVs.

Regulation 20(2) of the InvIT Regulations states that if the aggregate consolidated borrowings and deferred payments of the Trust and the Project SPV(s), net of cash and cash equivalents, exceed 25% of the value of the Trust Assets, an approval from the Unitholders is required to be obtained (in terms of Regulation 22 of the InvIT Regulations) and a credit rating shall be obtained from a credit rating agency registered with SEBI, for any further borrowing. Further, in accordance with Regulation 20(1) of the InvIT Regulations, the aggregate consolidated borrowings and deferred payments of the Trust and the Project SPV(s), net of cash and cash equivalents shall never exceed 49% of the value of the Trust Assets. However, it is pertinent to note that the Trust and the Project SPVs do not currently have any external debt.

The resolution contained in Item No. 2 of the accompanying Notice, seeks the approval of the Unitholders so as to enable the Investment Manager to complete all procedural and other formalities in connection with any borrowing that may be availed by the Trust (acting through the Investment Manager and/or the Trustee) and the creation of charge(s) on the assets of the Trust so to secure any such borrowings.


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Item No. 3

Kind attention of the Unitholders is drawn to the fact that the Trust owns 100% of the equity shares of each of the Project SPVs, namely (i) IDAA Infrastructure Private Limited, (ii) IRB Jaipur Deoli Tollway Private Limited, (iii) IRB Surat Dahisar Tollway Private Limited, (iv) IRB Talegaon Amravati Tollway Private Limited, (v) IRB Tumkur Chitradurga Tollway Private Limited, and (vi) M.V.R. Infrastructure and Tollways Private Limited.

The aforesaid Project SPVs were incorporated as private limited companies under the relevant provisions of the Companies Act, 1956. In light of the Trust being a widely-held listed public investment vehicle, the Investment Manager proposes to convert each of the Project SPVs from a “private company” (in terms of Section 2(68) of the Companies Act, 2013) into a “public company”(asdefinedunderSection2(71)oftheCompaniesAct,2013)inaccordancewiththerelevantprovisionsofapplicablelaw. As the aforesaid change is in the nature of a change in the corporate status of the Project SPVs, which are the assets of the Trust, the Investment Manager is seeking the consent of the Unitholders for the proposed conversion as a matter of abundant caution. It is pertinent to note that there would not be any change in the ownership structure or control of any of the Project SPVs consequent to their proposed conversion into public companies, and the Trust will continue to own 100% of the equity shares of each of the Project SPVs.


For IRB INVIT FUND

By Order of the BoardIRB Infrastructure Private Limited

(as the Investment Manager to IRB InvIT Fund)

Urmil ShahCompanySecretary&ComplianceOfficer

Mumbai, August 31, 2017

Registered Office and Contact Details of the Trust:

IRB InvIT Fund IRB Complex, Chandivali Farm, Chandivali Village,Andheri (E), Mumbai - 400 072 SEBI Registration Number: IN/InvIT/15-16/0001Tel: +91 22 6640 4299 Fax: +91 22 6640 4274 E-mail: [email protected] Website: www.irbinvit.co.inCompliance Officer: Mr. Urmil Shah

Registered Office and Contact Details of the Investment Manager:

IRB Infrastructure Private Limited CIN: U28920MH1997PTC112628IRB Complex, Chandivali Farm, Chandivali Village,Andheri (East), Mumbai - 400 072Tel: +91 22 6640 4299 Fax: +91 22 6640 4274 Email: [email protected] Person: Mr. Urmil Shah

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ANNEXURE CThe instruction for e-voting are as under:

A. In case a Unitholder receives an email from Karvy [for Unitholders whose email IDs are registered with the Trust/ Depository Participants (s)]:

i. Launch internet browser by typing the URL: http://evoting.karvy.com.

ii. Enter the login credentials (i.e., EVEN No., User ID and password mentioned on Attendance Slip). EVEN No. followed by Folio No. / DP ID-Client ID will be your User ID. However, if you are already registered with Karvy for remote e-voting, you can use your existing User ID and password for casting your vote.

iii. After entering these details appropriately, click on “LOGIN”.

iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@, #, $, etc.,). The system will prompt you to change your password and updateyourcontactdetailslikemobilenumber,emailIDetc.onfirstlogin.Youmayalsoenterasecretquestionandanswer of your choice to retrieve your password in case you forget it. It is strongly recommend that you do not share yourpasswordwithanyotherpersonandthatyoutakeutmostcaretokeepyourpasswordconfidential.

v. You need to login again with the new credentials.

vi. On successful login, the system will prompt you to select the “EVEN” i.e., IRB INVIT FUND.

vii. On the voting page, enter the number of Units (which represents the number of votes) as on the Cut off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together not exceed your total Unitholding as mentioned herein above. You may also choose the option ABSTAIN. If the Unitholder does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the Units held will not be counted under either head.

viii. Unitholders holding multiple folios/ demat accounts shall choose the voting process separately for each folio/ demat accounts.

ix. Votinghastobedoneforeachitemofthenoticeseparately.Incaseyoudonotdesiretocastyourvoteonanyspecificitem it will be treated as abstained.

x. You may then cast your vote by selecting an appropriate option and click on “Submit”.

xi. Aconfirmationboxwillbedisplayed.Click“OK”toconfirmelse“CANCEL”tomodify.Onceyouhavevotedontheresolution, you will not be allowed to modify your vote. During the voting period, Unitholders can login any numbers of times till they have voted on the Resolution(s).

xii. Corporate/ Institutional Unitholders (i.e. other than Individuals, HUF, NRI etc.,) are also required to send scanned certifiedtruecopy (PDFFormat)of theBoardResolution/AuthorityLetteretc., togetherwithattestedspecimensignature(s) of the duly authorised representative(s), to the Scrutinizer at e-mail [email protected] with a copy marked to [email protected]. The scanned image of the above mentioned documents should be in the naming format “IRB InvIT Fund, Extraordinary General Meeting”.

xiii. In case a person has become the Unitholder of the Trust after dispatch of EGM Notice but on or before the cut-off date i.e. September 21, 2017, may write to Karvy on the email Id: [email protected] or toll free No. 1800 345 4001 or to Karvy Computershare Private Limited [Unit: IRB InvIT Fund], Karvy Selenium Tower B, Plot No. 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032, requesting for the User ID and Password. After receipt of the above credentials, please follow all the steps from Sr. No.(i) to (xii) as mentioned in (A) above, to cast the vote.

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B. In case a Unitholder receives physical copy of the Notice of EGM [for Unitholders whose email IDs are not registered with the Trust/Depository Participants (s) or requesting physical copy].

i. User ID and initial Password as provided on attendance slip.

ii. Please follow all steps from Sl. No. (i) to Sl. No. (xii) above, to cast vote.

C. In case of any queries relating to e-voting please visit Help & FAQ section of https://evoting.karvy.com (Karvy Website).

D. Youcanalsoupdateyourmobilenumberande-mailidintheuserprofiledetailsofthefoliowhichmaybeusedforsendingfuture communication(s).

E. The e-voting period commences on September 25, 2017 (10.00 AM) and ends on September 27, 2017 (5.00 PM). During this period Unitholders of the Trust, holding Units in dematerialized form, as on the cut-off date being September 21, 2017, may cast their vote electronically in the manner and process set out herein above. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the Unitholder, the Unitholder shall not be allowed to change it subsequently. Further the Unitholders who have casted their vote electronically shall not vote by way of poll, if held at the meeting.

F. The voting rights of Unitholders shall be in proportion to their Units of the Unit capital of the Trust as on the cut-off date being September 21, 2017.

G. The Board of Directors of Investment Manager has appointed Mr. Makarand M. Joshi, Partner of M/s. Makarand M. Joshi & Co. Practicing Company Secretary as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

H. TheScrutinizershall immediatelyafter theconclusionof thevotingatEGM,firstcount thevotescastat themeeting,thereafter unblock the votes in the presence of at least two (2) witnesses not in the employment of the Trust and make a Scrutinizer’sReportofthevotescastinfavouroragainst,ifany,forthwithtotheChairmanoftheInvestmentManager.

I. The Results shall be declared on or after the EGM of the Trust and the resolution will be deemed to be passed on the EGM date subject to receipt of the requisite number of votes in favour of the Resolution(s).

J. TheresultsdeclaredalongwiththeScrutinizer’sreportshallbeplacedontheTrust’swebsitewww.irbinvit.co.in, Investment Manager’swebsitewww.irbfl.co.inandonthewebsiteoftheserviceprovider(https://evoting.karvy.com)withintwo(2)days of passing of the resolutions at the EGM of the Trust and communicated to BSE Limited and National Stock Exchange of India Limited.

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NOTES

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NOTES

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ROUTE MAP

Megarugas, Plot No 9/10, Saki Vihar Road, Opp. Chandvali Studio, Near Raheja Vihar Complex, Andheri (East), Mumbai - 400 072

PROXY FORM

IRB InvIT Fund(An irrevocable trust set up under the Indian Trusts Act, 1882, and

registered as an infrastructure investment trust with the Securities and Exchange Board of India)

Registered Office: IRB Complex, Chandivali Farm, Chandivali Village, Andheri (E), Mumbai – 400 072, Maharashtra, India.SEBI Registration Number: IN/InvIT/15-16/0001

Name of the Unitholder (s) :

Registered address :

E-mail Id :

Folio No./Client Id :

DP ID :

I/We, being the Unitholder(s) of ………….….............…. Units of IRB InvIT Fund, hereby appoint

1. …….........................................………..…… of ……..............................……………… having e-mail Id : ………..................................………………., or failing him

2. …….........................................………..…… of ……................................…………… having e-mail Id : ………...................................………………., or failing him

3. ……........................................………..…… of ……............................……………… having e-mail Id : ………....................................………………..............................

and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extraordinary General Meeting of the Trust, to be held on Thursday, September 28, 2017 at 10.30 a.m. at Megarugas, Plot No. 9/10, Saki Vihar Road, Opp. Chandvali Studio, Near Raheja Vihar Complex, Andheri (East), Mumbai - 400 072, Maharashtra and at any adjournment thereof in respect of such resolutions as are indicated below:

** I wish my above Proxy to vote in the manner as indicated in the box below:

Resolutions For Against

1. Approval of the proposed acquisition of IRB Pathankot Amritsar Toll Road Limited and matters related thereto, being a material Related Party Transaction

2. Authority to borrow and create charge on the Trust Assets.

3. The proposed conversion of Project SPVs owned by the Trust from Private Companies into Public Companies.

Signed this …….................... day of …........…………… 2017

Signature of Unitholder

Signature of First Proxy holder Signature of Second Proxy holder Signature of Third Proxy holder

AffixRevenue

Stamp

IRB InvIT Fund

Notes:

(1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Trust and/or Investment Manager not less than 48 hours before the commencement of the meeting.

(2) A Proxy need not be a Unitholder of the Trust.

**(3)Thisisonlyoptional.Pleaseputa‘X’intheappropriatecolumnagainsttheresolutionsindicatedintheBox.Ifyouleavethe‘For’or‘Against’columnblankagainstanyoralltheresolutions,yourProxywillbeentitledtovoteinthemannerashe/shethinks appropriate.

(4) Appointing a proxy does not prevent a Unitholder from attending the meeting in person if he so wishes.

(5) Inthecaseofjointholders,thesignatureofanyoneholderwillbesufficient,butnamesofallthejointholdersshouldbestated.