DRAFT OFFER DOCUMENT

Dated December 2, 2016

Book Built Issue

India Grid Trust

(Registered in the Republic of India as an irrevocable trust under the Indian Trusts Act, 1882, on October 21, 2016, and as an infrastructure investment trust under the Securities and

Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, on November 28, 2016, having registration number IN/InvIT/16-17/0005 at New Delhi)

Principal Place of Business: F-1, The Mira Corporate Suites, 1 & 2, Ishwar Nagar, Mathura Road, New Delhi 110 065

Tel: +91 11 4996 2200; Fax: +91 11 4996 2288; Compliance Officer: Kriti Narula

E-mail: complianceofficer@indigrid.co.in; Website: www.indigrid.co.in

TRUSTEE

INVESTMENT MANAGER

SPONSOR

Axis Trustee Services Limited Sterlite Infraventures Limited# Sterlite Power Grid Ventures Limited #The board of directors of Sterlite Infraventures Limited have, subject to the approval of shareholders of Sterlite Infravetures Limited, pursuant to a resolution dated November 7, 2016

approved the change in name of Sterlite Infraventures Limited to Sterlite Investment Managers Limited.

India Grid Trust (IndiGrid) is issuing up to [] Units (as defined below) for cash at a price of [] per Unit aggregating up to 26,500 million (the Issue). INITIAL PUBLIC ISSUE IN RELIANCE UPON REGULATION 14(4) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (INFRASTRUCTURE

INVESTMENT TRUSTS) REGULATIONS, 2014, AS AMENDED (THE INVIT REGULATIONS)

The Units of IndiGrid are proposed to be listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE, together with NSE, the Stock Exchanges).

IndiGrid has received in-principle approvals from BSE and NSE for listing of the Units pursuant to letters dated [] and [], respectively. [] is the Designated Stock Exchange. This Issue

will constitute at least 25% of the outstanding Units on a post-Issue basis.

The Price Band and the Minimum Bid Size (as determined by the Investment Manager in consultation with the Lead Managers) will be announced on the websites of IndiGrid, the

Sponsor, the Investment Manager and the Stock Exchanges, as well as advertised in all editions of Economic Times (a widely circulated English national daily newspaper) and in all

editions of Navbharat Times (a widely circulated Hindi national daily newspaper with wide circulation in New Delhi) at least five Working Days prior to the Bid/Issue Opening Date. For

further infomation, please see the section entitled Basis for Issue Price on page 79.

In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least one Working Day, subject to the total Bid/Issue Period not exceeding 30 days, provided that

there shall not be more than two revisions to the Price Band during the Bid/Issue Period. Any revision to the Price Band and the revised Bid/Issue Period, if applicable, will be widely

disseminated by notification to the Stock Exchanges during the Bid/Issue Period and by indicating the change on the websites of IndiGrid, the Sponsor, the Investment Manager and Stock

Exchanges.

This Issue is being made through the Book Building Process and in compliance with the InvIT Regulations and the SEBI Guidelines, wherein not more than 75% of the Issue shall be

available for allocation on a proportionate basis to Institutional Investors, provided that the Investment Manager may, in consultation with the Lead Managers, allocate up to 60% of the

Institutional Investor Portion to Anchor Investors on a discretionary basis in accordance with the InvIT Regulations and the SEBI Guidelines. Further, not less than 25% of the Issue shall

be available for allocation on a proportionate basis to Non-Institutional Investors, in accordance with the InvIT Regulations and the SEBI Guidelines, subject to valid Bids being received

at or above the Issue Price. For details, see Issue Information on page 224.

RISKS IN RELATION TO THE FIRST ISSUE

This being the first issue of IndiGrid, there has been no formal market for the Units of IndiGrid. No assurance can be given regarding an active or sustained trading in the Units or

regarding the price at which the Units will be traded after listing.

GENERAL RISKS

Investments in Units involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. For taking an

investment decision, investors must rely on their own examination of IndiGrid and this Issue. Bidders are advised to read the section entitled Risk Factors on page 40 before making an

investment decision relating to this Issue. Each prospective investor is advised to consult its own advisors in respect of the consequences of an investment in the Units being issued

pursuant to the Offer Document. This Draft Offer Document has been prepared by IndiGrid solely for providing information in connection with this Issue. The Securities and Exchange

Board of India (SEBI) and the Stock Exchanges assume no responsibility for or guarantee the correctness or accuracy of any statements made, opinions expressed or reports contained

herein. Admission of the Units to be issued pursuant to this Issue for trading on the Stock Exchanges should not be taken as an indication of the merits of IndiGrid or of the Units. A copy

of this Draft Offer Document has been delivered to the SEBI and the Stock Exchanges.

INVESTMENT MANAGERS AND SPONSORS ABSOLUTE RESPONSIBILITY

The Investment Manager and Sponsor, severally, having made all reasonable inquiries, accept responsibility for, and confirm that this Draft Offer Document contains all information with

regard to IndiGrid and this Issue, which is material in the context of this Issue, that the information contained in this Draft Offer Document is true and correct in all material respects and

is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Offer

Document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LEAD MANAGERS REGISTRAR TO THE ISSUE

Morgan Stanley India Company Private

Limited

18F, Tower 2

One Indiabulls Centre

841, Senapati Bapat Marg

Mumbai 400 013

Tel: +91 22 6118 1000

Fax: +91 22 6118 1040

E-mail: indiagridinvit@morganstanley.com

Investor Grievance E-mail:

investors_india@

morganstanley.com

Website: www.morganstanley.com

Contact Person: Satyam Singhal

SEBI Registration No.: INM000011203

Citigroup Global Markets India Private

Limited

1202, 12th Floor

First International Financial Center

G-Block, Bandra Kurla Complex

Bandra East

Mumbai 400 051

Tel: +91 22 6175 9999

Fax: +91 22 6175 9898

E-mail: indigrid.invit@citi.com

Investor Grievance E-mail:

investors.cgmib@citi.com

Website:

www.online.citibank.co.in/rhtm/citigroupgl

obalscreen1.htm

Contact Person: Amish Thakkar

SEBI Registration No.: INM000010718

Edelweiss Financial Services Limited

Edelweiss House

Off. C.S.T. Road, Kalina

Mumbai 400 098

Tel: +91 22 4009 4400

Fax: +91 22 4086 3610

E-mail: ig.invit@edelweissfin.com

Investor Grievance E-mail:

customerservice.mb@edelweissfin.com

Website: www.edelweissfin.com

Contact Person: Sandeep Maheshwari/

Anant Kharad

SEBI Registration No.: INM0000010650

Karvy Computershare Private Limited

Karvy Selenium, Tower B

Plot number 31 & 32 Gachibowli

Financial District, Nanakramguda

Hyderabad 500 032

Tel : +9140 6716 2222

Fax: +9140 2343 1551

E-mail: indigrid.invit@karvy.com

Investor Grievance E-mail:

einward.ris@karvy.com

Website: https://karisma.karvy.com

Contact Person: M. Murali Krishna

SEBI Registration No.: INR000000221

BID/ISSUE PROGRAM

BID/ISSUE OPENS ON: []* BID/ISSUE CLOSES ON: []**

*The Investment Manager may, in consultation with the Lead Managers, consider participation by Anchor Investors in accordance with the InvIT Regulations and SEBI Guidelines. The

Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date.

**The Investment Manager may in consultation with the Lead Managers, consider closing the Bid/ Issue Period for QIBs one Working Day prior to the Bid/ Issue Closing Date in

accordance with the SEBI Guidelines.

TABLE O F CONTENTS

NO TICE TO INVESTO RS .............................................................................................................................................................. 1 DEFINITIO NS AND ABBREVIATIO NS......................................................................................................................................... 3 PRESENTATIO N O F FINANCIAL DATA AND O THER INFO RMATIO N .................................................................................. 12 FO RWARD-LOOKING STATEMENTS ....................................................................................................................................... 15 TH E ISSUE ................................................................................................................................................................................... 17 OVERVIEW O F INDIGRID.....