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IndInfravit Trust

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POSTAL BALLOT NOTICE

Dear Unitholders, NOTICE IS HEREBY GIVEN pursuant to the Regulation 22(2)(b) of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended from time to time, read together with the circulars and guidelines issued thereunder (the “InvIT Regulations ”), pursuant to such other provisions of applicable law, if any, as may be applicable in this regard, and the relevant provisions of the trust deed of the IndInfravit Trust (the “Trust ”), that the resolutions appended below are proposed to be passed by the unitholders of the Trust (“Unitholders ”) by postal ballot/electronic voting. The explanatory statement pertaining to the proposed resolutions setting out the material facts concerning the resolution and the reasons thereof is annexed hereto with a Postal Ballot Form for your consideration. The Board of Directors of LTDIPL IndvIT Services Limited, the investment manager of the Trust (“Investment Manager ”), has appointed Mr. Vishal Kumar Garg, Proprietor, Vishal Garg & Associates, Practicing Company Secretaries (M No.: 34062, COP: 21156) as the Scrutinizer for conducting the postal ballot and e-voting process in a fair and transparent manner. Unitholders desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and record their assent (for) or dissent (against) in the Postal Ballot Form and return the same in original duly completed and signed, in the enclosed self-addressed Business Reply Envelope not later than 17.00 hours IST on Friday, January 31, 2020, failing which it will be strictly considered that no reply has been received from the Unitholder. Postal Ballot Form(s), if sent by courier or registered post or speed post at the expense of the Unitholder(s), will also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address given on the Business Reply Envelope. The Trust is pleased to provide its Unitholders with the facility to exercise their right to vote on resolutions proposed to be considered through Postal Ballot by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the Unitholders using an electronic voting system will be provided by Central Depository Services (India) Limited (CDSL). The voting period commences at 09:00 Hours IST on Saturday, January 11, 2020 and ends at 17:00 Hours IST on Friday, January 31, 2020. A Unitholder may vote through electronic mode as per the instructions for e-voting provided in this Postal Ballot Notice. The Unitholders can opt for only one mode of voting, i.e. either by postal ballot or e-voting. The Scrutinizer will submit his report to the Board of Directors of the Investment Manager (the “Board ”) or to any other person authorized by the Board after the completion of the scrutiny of the postal ballots (including e-voting) in a fair and transparent manner. The results shall be declared on Friday, January 31, 2020 and communicated to the stock exchanges and shall also be displayed on the Trust’s website, www.indinfravit.com.

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ITEM NO. 1: APPROVAL OF THE PROPOSED ACQUISITION To consider and, if thought fit, to pass with or without modifications(s), the following resolution by way of special majority (i.e. where the votes cast in favour of the resolution are required to be more than 75% of the total votes cast) in terms of the relevant provisions of the Trust Deed dated March 7, 2018, read together with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended: “RESOLVED THAT pursuant to the provisions of Article 12.2(a), read together with Article 12.2(h) of the Trust Deed, Regulation 22(4)(b) and other applicable provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (the “InvIT Regulations ”), and other applicable laws, rules, regulations, notifications, circulars, guidelines and orders issued by appropriate authorities, each as amended from time to time, and subject to such necessary approvals, consents and permissions from appropriate authorities, and the terms and conditions, if any, as may be specified by such appropriate authorities while according such necessary approvals, consents and permissions, and which may be agreed by the Board of Directors of the Investment Manager (hereinafter referred to as the “Board ” which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred by way of these resolutions) at its discretion, the consent of the Unitholders be and is hereby accorded for the IndInfravit Trust’s proposed acquisition of the entire share capital and residual interest held by Sadbhav Infrastructure Project Limited (“SIPL”) (acting directly and/or through its nominees as well as affiliates, including Sadbhav Engineering Limited), in the 9 (nine) special purpose vehicles listed herein below (collectively, the “Target Assets ”), for consideration payable partly in cash and partly by way of an issuance of units, which consideration remains subject to suitable adjustments, on the terms and subject to the conditions set out in the respective definitive agreements entered into by and on behalf of the IndInfravit Trust by its Trustee and Investment Manager (the “Proposed Transaction ”):

Toll Road Infrastructure Projects:

1. Aurangabad-Jalna Tollway Limited 2. Ahmedabad Ring Road Infrastructure Limited 3. Bijapur Hungund Tollway Private Limited 4. Bhilwara-Rajsamand Tollway Private Limited 5. Dhule Palesner Tollway Limited 6. Hyderabad-Yadgiri Tollway Private Limited 7. Shreenathji-Udaipur Tollway Private Limited

Annuity Road Infrastructure Projects: 8. Mysore-Bellary Highway Private Limited 9. Nagpur-Seoni Expressway Limited

RESOLVED FURTHER THAT upon the recommendation of the Investment and Finance Committee, the Audit Committee and the Board, and in the interest of the IndInfravit Trust, the Unitholders and the Proposed Transaction, the consent of the Unitholders be and is hereby accorded for the waiver of the criteria otherwise applicable and prescribed under Article 4.1 of the Trust Deed in connection with the IndInfravit Trust’s proposed acquisition of one of the Target Assets, namely Mysore-Bellary Highway Private Limited.

RESOLVED FURTHER THAT the Trustee, the Investment Manager and such other person(s) as they may respectively authorize are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all further agreements,

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undertakings, documents, records and certificates, as said person shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions.

RESOLVED FURTHER THAT the Trustee, the Investment Manager and such other person(s) as they may respectively authorize are, and each acting alone is, hereby authorized to settle any questions or difficulties that may arise whilst carrying out the purposes of the foregoing resolutions, without being required to seek any further consent or approval of the Unitholders. RESOLVED FURTHER THAT any actions taken by the Trustee, the Investment Manager or any of their respective directors, officers and employees prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved.” ITEM NO. 2: ISSUANCE OF UNITS ON A PREFERENTIAL BAS IS TO CERTAIN ENTITIES, INCLUDING THE SPONSOR OF THE TRUST To consider and, if thought fit, to pass the following resolution by way of special majority (i.e. where the votes cast in favour of the resolution are required to be more than 60% of the total votes cast) in terms of the Trust Deed dated March 7, 2018, read together with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended, and SEBI Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/143 dated November 27, 2019: “RESOLVED THAT in accordance with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended (the “InvIT Regulations ”), SEBI Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/143 dated November 27, 2019 (the “Preferential Issue Guidelines ”), and other applicable circulars, guidelines and notifications issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the listing agreements entered into on behalf of the Trust with BSE Limited and National Stock Exchange of India Limited (“Stock Exchanges ”), on which the units representing an undivided beneficial interest in the Trust (the “Units ”) are listed, and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued from time to time by the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”) and/ or any other competent authorities, to the extent applicable, and the enabling provisions of the trust deed of the Trust, and subject to such approvals, consents, permissions and sanctions as may be necessary or required and subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions and sanctions, which the Board of Directors of the Investment Manager (hereinafter referred to as the “Board ”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution) is hereby authorised to accept, the consent and approval of the Unitholders of the Trust be and is hereby accorded to the Board to create, issue, offer and allot from time to time in one or more tranches, the following Units on a preferential basis (“Preferential Allotment ”): (i) Up to 6,14,12,533 Units at a price of INR 116.75 per Unit, aggregating up to INR 716.99

crore to CPP Investment Board Private Holdings (3) Inc., for cash consideration;

(ii) Up to 4,81,87,109 Units at a price of INR 116.75 per Unit, aggregating up to INR 562.58 crore to Allianz Infrastructure Luxembourg II S.à r.l. (formerly, AGF Benelux S.à r.l.), for cash consideration;

(iii) Up to 4,16,08,309 Units at a price of INR 116.75 per Unit, aggregating up to INR 485.78 crore, to OMERS Infrastructure Asia Holdings Pte. Ltd., for cash consideration;

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(iv) Up to 3,76,41,590 Units at a price of INR 116.75 per Unit, aggregating up to INR 439.47

crore, to the Sponsor of the Trust, namely L&T Infrastructure Development Projects Limited, for cash consideration; and

(v) Up to 6,20,94,394 Units at a price of INR 116.75 per Unit, to Sadbhav Infrastructure Project

Limit, for consideration other than cash, on such terms and conditions as may be determined by the Board in accordance with the InvIT Regulations, the Preferential Issue Guidelines and other applicable law. RESOLVED FURTHER that in terms of the provisions of Preferential Issue Guidelines, the relevant date for determining the floor price for the Preferential Allotment of the Units is January 1, 2020, being the date 30 days prior to January 31, 2020, the date on which results of postal ballot are proposed to be declared. RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Units under the Preferential Allotment shall be subject to the following terms and conditions apart from others as prescribed under applicable law: (i) The Units to be allotted shall rank pari passu with the existing Units of the Trust bearing

ISIN INE790Z23019 in all respects (including with respect to distributions and voting powers) from the date of allotment thereof, be subject to the requirements of applicable law and shall be subject to the provisions of the Trust Deed.

(ii) The Units to be allotted shall be subject to lock-in for such period as specified in the provisions of the Preferential Issue Guidelines and will be listed on the Stock Exchanges subject to receipt of necessary permissions and approvals.

(iii) The Units shall be allotted in dematerialized form within a period of 15 days from the date of passing of the relevant Unitholders’ resolution, provided that where the allotment of the Units is pending on account of the requirement of any approval of any regulatory, governmental or statutory body / agency, the allotment shall be completed within a period of 15 days from the date of receipt of the last of such approvals.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Units, subject to the provisions of the InvIT Regulations and the Preferential Issue Guidelines, without being required to seek any further consent or approval of the Unitholders. RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Unitholders and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Units and listing thereof with the Stock Exchanges as appropriate and utilisation of proceeds of the issue, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

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RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any Committee of the Board or any one or more Director(s)/Compliance Officer/any Officer(s) of the Investment Manager to give effect to the aforesaid resolution.” ITEM NO. 3: APPROVAL OF THE PROPOSED AMENDMENTS TO THE CONCESSI ON AGREEMENT ENTERED INTO BETWEEN BEAWAR PALI PINDWARA TOLLWAY LIMITED AND THE NATIONAL HIGHWAYS AUTHORITY OF INDI A BY WAY OF A SUPPLEMENTARY AGREEMENT

To consider and, if thought fit, to pass with or without modifications(s), the following resolution by way of special majority (i.e. where the votes cast in favour of the resolution are required to be more than 60% of the total votes cast) in terms of the Trust Deed dated March 7, 2018, read together with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended:

“RESOLVED THAT pursuant to the provisions of Article 12.2 of the Trust Deed, read together with the applicable provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (the “InvIT Regulations ”), and other applicable laws, rules, regulations, notifications, circulars, guidelines and orders issued by appropriate authorities, each as amended from time to time, and subject to such necessary approvals, consents and permissions from appropriate authorities, and the terms and conditions, if any, as may be specified by such appropriate authorities while according such necessary approvals, consents and permissions, and which may be agreed by the Board of directors of the Investment Manager (hereinafter referred to as the “Board ” which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred by way of these resolutions) at its discretion, the consent of the Unitholders be and is hereby accorded for the proposed amendments to the concession agreement entered into between Beawar Pali Pindwara Tollway Limited (“BPPTL”) and the National Highways Authority of India (“NHAI”) dated June 22, 2011, by way of the proposed supplementary agreement (“Supplementary Agreement ”).

RESOLVED FURTHER THAT that the form of such Supplementary Agreement is hereby approved and consented to, and the Trustee, the Investment Manager, BPPTL and such other person(s) as they may respectively authorize are, and each acting alone is, hereby authorized and instructed to execute and deliver such Supplementary Agreement in substantially the same form, with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

RESOLVED FURTHER THAT the Trustee, the Investment Manager, BPPTL and such other person(s) as they may respectively authorize are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all further agreements, undertakings, documents, records and certificates, as said person shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions.

RESOLVED FURTHER THAT the Trustee, the Investment Manager, BPPTL and such other person(s) as they may respectively authorize are, and each acting alone is, hereby authorized to settle any questions or difficulties that may arise whilst carrying out the purposes of the foregoing resolutions, without being required to seek any further consent or approval of the Unitholders.

RESOLVED FURTHER THAT any actions taken by the Trustee, the Investment Manager, BPPTL or any of their respective directors, officers and employees prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved.”

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ITEM NO. 4: APPROVAL OF THE PROPOSED AMENDMENTS TO THE INDINFRA VIT TRUST’S TRUST DEED DATED MARCH 7, 2018, BY WAY OF T HE FIRST DEED OF AMENDMENT To consider and, if thought fit, to pass with or without modifications(s), the following resolution by way of special majority (i.e. where the votes cast in favour of the resolution are required to be more than 75% of the total votes cast) in terms of the Trust Deed dated March 7, 2018, read together with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended:

“RESOLVED THAT pursuant to the provisions of Clause 17.1 of the Trust Deed, read together with the applicable provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (the “InvIT Regulations ”), and other applicable laws, rules, regulations, notifications, circulars, guidelines and orders issued by appropriate authorities, each as amended from time to time, and subject to such necessary approvals, consents and permissions from appropriate authorities, and the terms and conditions, if any, as may be specified by such appropriate authorities while according such necessary approvals, consents and permissions, and which may be agreed by the Board of directors of the Investment Manager (hereinafter referred to as the “Board ” which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred by way of these resolutions) at its discretion, the consent of the Unitholders be and is hereby accorded for the proposed amendments to the IndInfravit Trust’s trust deed dated March 7, 2018, by way of the proposed first deed of amendment to the trust deed (“First Deed of Amendment ”) to be entered into by the Sponsor of the IndInfravit Trust (“Sponsor ”), namely L&T Infrastructure Development Projects Limited, and the trustee of the IndInfravit Trust (“Trustee ”), namely IDBI Trusteeship Services Limited.

RESOLVED FURTHER THAT that the form of such First Deed of Amendment is hereby approved and consented to, and the Trustee, the Sponsor and such other person(s) as they may respectively authorize are, and each acting alone is, hereby authorized and instructed to execute and deliver such First Deed of Amendment in substantially the same form, with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

RESOLVED FURTHER THAT the Trustee, the Sponsor, the Investment Manager and such other person(s) as they may respectively authorize are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all further agreements, undertakings, documents, records and certificates, as said person shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions.

RESOLVED FURTHER THAT the Trustee, the Sponsor, the Investment Manager and such other person(s) as they may respectively authorize are, and each acting alone is, hereby authorized to settle any questions or difficulties that may arise whilst carrying out the purposes of the foregoing resolutions, without being required to seek any further consent or approval of the Unitholders.

RESOLVED FURTHER THAT any actions taken by the Trustee, the Sponsor, the Investment Manager or any of their respective directors, officers and employees prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved.”

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ITEM NO.: 5. AUTHORITY TO AVAIL BORROWINGS AND MATTERS RELATED THERETO To consider and, if thought fit, to pass with or without modifications(s), the following resolution by way of simple majority (i.e. where the votes cast in favour of the resolution are required to be more than 50% of the total votes cast) in terms of the Trust Deed dated March 7, 2018, read together with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended:

“RESOLVED THAT pursuant to the provisions of Article 12.2 of the Trust Deed, read together with Regulation 20(3), Regulation 22(4)(c) and other applicable provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (the “InvIT Regulations ”), and other applicable laws, rules, regulations, notifications, circulars, guidelines and orders issued by appropriate authorities, each as amended from time to time, and subject to such necessary approvals, consents and permissions from appropriate authorities, and the terms and conditions, if any, as may be specified by such appropriate authorities while according such necessary approvals, consents and permissions, and which may be agreed by the Board of directors of the Investment Manager (hereinafter referred to as the “Board ” which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred by way of these resolutions) at its discretion, the consent of the Unitholders be and is hereby accorded to the IndInfravit Trust (acting through its Trustee and/or its Investment Manager) and its SPVs (as such term is defined in the InvIT Regulations) to borrow such sums of money, not exceeding Rs. 8000 crore from time to time, at the discretion of the Board, with or without security, in whatever form and upon such terms and conditions as the Board may think fit in the interest of the IndInfravit Trust and its Unitholders, including for a term exceeding one year, for the purpose of business of the IndInfravit Trust and/or its special purpose vehicles, subject to the condition that the aggregate consolidated borrowings and deferred payments of IndInfravit Trust and its special purpose vehicles, net of cash and cash equivalents, do not exceed 49% of the value of the IndInfravit Trust’s InvIT Assets (as such term is defined in the InvIT Regulations). RESOLVED FURTHER THAT the Trustee, the Investment Manager and such other person(s) as they may respectively authorize are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all further agreements, guarantees, undertakings, documents, records and certificates, as said person shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions. RESOLVED FURTHER THAT the Trustee, the Investment Manager and such other person(s) as they may respectively authorize are, and each acting alone is, hereby authorized to settle any questions or difficulties that may arise whilst carrying out the purposes of the foregoing resolutions, without being required to seek any further consent or approval of the Unitholders.

RESOLVED FURTHER THAT any actions taken by the Trustee, the Investment Manager or any of their respective directors, officers and employees prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved.”

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ITEM NO.: 6. APPROVAL FOR THE PROPOSED NCD ISSUANCE To consider and, if thought fit, to pass with or without modifications(s), the following resolution by way of special majority (i.e. where the votes cast in favour of the resolution are required to be more than 50% of the total votes cast) in terms of the Trust Deed dated March 7, 2018, read together with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended:

“RESOLVED THAT the consent and approval of the unitholders of the Trust be and is hereby accorded to the Board of the Investment Manager for IndInfravit Trust to issue senior, secured, redeemable, rated, listed, non-convertible debentures for a face value of Rs. 10,00,000 (Rupees Ten Lakhs only) to the extent of Rs. 2150,00,00,000 (Rupees Two Thousand One Hundred Fifty Crore) (the “Debentures”) to such persons or entity/ies subscribing to such Debentures (collectively, “Debenture Holders”) on such terms and conditions as may be approved/decided in pursuance of the related definitive documents for the Debentures. RESOLVED FURTHER THAT in connection with the aforesaid issue of Debentures, the Trust (acting through its trustee, IDBI Trusteeship Services Limited) be and is hereby authorized to execute the following documents:

(i) a debenture trust deed (“Debenture Trust Deed”); (ii) the Debenture Trustee Agreement; (iii) the Information Memorandum; (iv) the Deed(s) of Hypothecation; (v) Negative Lien Undertaking; (vi) Pledge Agreement; (vii) Pledge Agreement Power of Attorney; (viii) Powers of Attorney for the Deed(s) of Hypothecation; (ix) the Intercreditor Agreement; (x) Issuer’s confirmation to the Intercreditor Agreement; (xi) the Subordination Deed; (xii) Invit Escrow Agreement; (xiii) any other document that may be designated as such by the Debenture Trustee

(acting on the instructions of the Majority Debenture Holders) and other agreements, deeds, undertakings, supplements to be executed in relation thereto.

hereinafter collectively referred to as the “Debenture Documents ”.

RESOLVED FURTHER THAT any one of the Directors of the Company, Mr. J.Subramanian, Chief Executive Officer and Mr. Mathew George, Chief Financial Officer be and are hereby authorized to do all such acts, deeds and things including but not limited to executing the required Debenture Documents, affixing the Common seal on the documents related thereto, providing the extract of this resolution to the relevant authorities as and when required and to do other such acts as may be necessary or expedient to give effect to the above resolution.”

For IndInfravit Trust

By Order of the Board LTIDPL IndvIT Services Limited

(as the Investment Manager to IndInfravit Trust)

Sd/- Shreya Ramkrishnan

Company Secretary and Compliance Officer

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Date : 9th January, 2020 Place : Chennai Principal Place of Business/Registered Office and C ontact Details of the Trust: IndInfravit Trust 5th Floor, SKCL- Tech Square, Lazer St, South Phase, SIDCO Industrial Estate, Guindy, Chennai, Tamil Nadu – 600 032. SEBI Registration Number : IN/InvIT/17-18/0007 Tel: +91 44 2252 8749 Fax: + 91 44 2252 8724 E-mail: [email protected] Website : www.indinfravit.com Compliance Officer: Ms. Shreya Ramkrishnan Registered Office and Contact Details of the Invest ment Manager: LTIDPL IndvIT Services Limited CIN: U45203TN1999PLC042518 5th Floor, SKCL- Tech Square, Lazer St, South Phase, SIDCO Industrial Estate, Guindy Chennai, Tamil Nadu – 600 032. Tel: +91 44 2252 6000/8000 Fax: + 91 44 2252 8724 NOTES 1. The explanatory statement stating all material facts and the reasons for the proposed

resolution is annexed herewith.

2. The Postal Ballot Notice along with the Postal Ballot Form is being sent to unitholders in physical form to the addresses registered with their Depository Participants by permitted mode along with a postage-prepaid self-addressed Business Reply Envelope. Alternatively, a unitholder may vote through electronic mode as per the instructions for e-voting provided in the Postal Ballot Notice.

3. Only those unitholders whose names are recorded in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e. 3rd January, 2020 will be entitled to cast their votes by Postal Ballot.

4. Resolutions passed by the unitholders through postal ballot are deemed to have been

passed as if they have been passed at a general meeting of the unitholders.

5. In case a unitholder is desirous of obtaining a printed Postal Ballot Form or a duplicate, he or she may send an e-mail to [email protected]. The Registrar and Unit Transfer Agent (RTA) shall forward the same to the unitholder along with a postage-prepaid self-addressed Business Reply Envelope.

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6. A unitholder cannot exercise his vote by proxy on postal ballot.

7. Unitholders desiring to exercise their vote by physical postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the Postal Ballot form duly completed and signed, along with a postage-prepaid self-addressed Business Reply Envelope to the RTA, so that it reaches the RTA (not later than closure of working hours 17:00 hours (IST) on 31st January, 2020). The postage will be borne by the Trust. However, envelopes containing postal ballots, if sent by courier or registered / speed post at the expense of the unitholders will also be accepted. If any postal ballot is received after 17:00 hours IST on 31st day of January, 2020, it will be considered that no reply from the unitholder has been received.

8. The Scrutinizer will submit his report to the Board of Directors / person duly authorised by the Board of Investment Manager after the completion of scrutiny and the result of the voting by postal ballot will be displayed on the website of the Trust (www.indinfravit.com), besides being communicated to the stock exchanges on Friday, January 31, 2020.

9. The last date for the receipt of duly completed Postal Ballot Forms shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

10. All the material documents referred to in the explanatory statement will be available for inspection at the principal place of business of the Trust during office hours on all working days from the date of despatch until the last date for receipt of votes by postal ballot i.e. 31st day of January, 2020.

11. Unitholders are requested to address all correspondence including distribution matters to the RTA: KFintech Private Limited (Unit : IndInfravit Trust) , Selenium Tower B, Plot No 31 & 32, Financial District, Nankramguda, Hydera bad – 500 032, India.

12. Institutional unitholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution / Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the RTA by e-mail to [email protected] or send physical copies together with the postal ballot form at KFintech Private Limited , Selenium Tower BP, Lot Nos. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad – 500032, India.

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EXPLANATORY STATEMENT ITEM NO. 1: APPROVAL OF THE PROPOSED ACQUISITION Attention of the Unitholders is drawn to the intimation made to the stock exchanges on July 1, 2019, in terms of which, it was informed that the Board of Directors of the Investment Manager had at its meeting held on July 1, 2019, subject to the approval of the Unitholders, the receipt of requisite statutory/regulatory approvals, satisfaction of the relevant conditions precedent and other considerations, including compliance with the requirements of applicable law, approved the lndlnfravit Trust's proposed acquisition (the "Proposed Transaction ") of the entire share capital and residual interest held by Sadbhav Infrastructure Project Limited ("SIPL") (acting directly and/or through its nominees as well as affiliates, including Sadbhav Engineering Limited), in the 9 (nine) special purpose vehicles listed herein below (collectively, the "Target Assets "), for consideration payable part in cash and part by the issuance of units, as per the respective definitive agreements, based on a cumulative enterprise value not exceeding INR 66,112 million, and which consideration was subject to adjustments provided under the respective definitive agreements and compliance with requirements of applicable law, on the terms and subject to the conditions set out in the respective definitive agreements:

Toll Road Infrastructure Projects:

1. Aurangabad-Jalna Tollway Limited 2. Ahmedabad Ring Road Infrastructure Limited 3. Bijapur Hungund Tollway Private Limited 4. Bhilwara-Rajsamand Tollway Private Limited 5. Dhule Palesner Tollway Limited 6. Hyderabad-Yadgiri Tollway Private Limited 7. Shreenathji-Udaipur Tollway Private Limited Annuity Road Infrastructure Projects:

8. Mysore-Bellary Highway Private Limited 9. Nagpur-Seoni Expressway Limited A brief description of the road-infrastructure project operated by each of the Target Assets has been set-out herein below:

Bhilwara Rajasmand (BRTPL)

• Project length of 87 kms on the NH758 highway for a concession period of 30 (2) years

• It is a national highway with National Highways Authority of India (NHAI) as the Concessioning Authority for the project

• The road provides connectivity to traffic on the important Mumbai-Delhi route

• There are 2 toll plazas along the project road • The project corridor falls in Rajsamand and Bhilwara districts. The

traffic on BRTPL road is from Mumbai and Gujarat ports to Delhi, Gurgaon and Noida

• The project has been operational for 2.8 (1) years

Bijapur Hungund (BHTPL)

• The project road starts near Bijapur bypass and ends near Hungund Bypass end point. The total length of the project corridor is around 97 Km for a concession period of 20 (2) years. It is a national highway with NHAI as the Concessioning Authority

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• There are 2 toll plazas along the project road • The project road is part of NH-13 which acts as a major connectivity

between Maharashtra and Karnataka • The project lies on the path connecting Bangalore and Mangalore to

Solapur and Dhule, thereby benefiting from their industrialization and attracting significant commercial traffic

• The major settlements and towns along the project stretch are Bijapur, Mangoli, Sitamani, Yelaguru and Hungund

• The project has been operating for 7.0 (1) years

Dhule Palesner (DPTL)

• The project road starts near Palesner (Madhya Pradesh - Maharashtra border) and ends near Dhule in the state of Maharashtra. The total length of the project corridor is around 89 Km for a concession period of 18 (2) years. It is a national highway with NHAI as the Concessioning Authority

• There are 2 toll plazas along the project road • The project road is part of NH-52 which acts as a major connection

between Sangrur in Punjab and Ankola in Karnataka • The project has been operating for 7.2 (1) years

Hyderabad Yadgiri (HYTPL)

• The project road starts near Annajiguda in Rangareddy district and ends near Raigiri in Nalgonda district. The total length of the project corridor is around 36 Km for a concession period of 23 (2) years. It is a national highway with NHAI as the Concessioning Authority

• There is 1 toll plaza along the project road • The project road is part of NH-163 which acts as a major connection

between Hyderabad in the state of Telangana and Bhopalpatnam in Chhattisgarh

• The major settlements and towns along the project stretch are Ghatkesar, Bibinagar, Bhuvangiri and Raigiri


Shreenathji Udaipur (SUTPL)

• The project stretch starts near Gomti Chauraha in Rajasmand district and ends near Sukher village in Udaipur district. It is a national highway with NHAI as the Concessioning Authority

• The total length of the project corridor is around 79 Km for a concession period of 27 (2) years

• The project road is the part of NH-8 (New NH-58). The alignment passes through Rajasmand and Udaipur districts of Rajasthan. The important places and settlements along and around the existing alignment are Udaipur, Nathdwara, Rajasmand, Rajnagar, Kelwa and Gomti

• There is 2 toll plazas along the project road • The land use along the project corridor is of mixed type, with

predominantly hilly terrain passing through minor settlements (except Nathdwara and Rajsamand), agricultural lands, few industrial areas and barren lands. The project corridor also passes through the marble deposit areas like Kelwa where large scale mining of marble stones is undergoing

• Project has been operating for 3.3 (1) years Nagpur Seoni (NSEL)

• Annuity project with length of 28 kms on the NH7 highway for a concession period of 20 years

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• It is a national highway with NHAI as the Concessioning Authority for the project

• Provides connectivity to traffic passing through states including Maharashtra and Madhya Pradesh

• Project has been operational for 8.9 (1) years

Ahmedabad Ring Road (ARRIL)

• The project road acts as an arterial road, facilitating traffic movement within the city of Ahmedabad by providing easy access in and from the city outskirts. The project road is a stretch of 76 km for a concession period of 20 years

• Ahmedabad Urban Development Authority (AUDA) is the Concessioning Authority for the project

• There are 7 toll plazas along the project road • The project corridor traverses around the limits of Ahmedabad

Municipal Corporation (AMC) for most of the length and passes through Ahmedabad and Gandhinagar districts of Gujarat.

• The important places and settlements along and around the existing alignment are Bhat, Tragad, Chandkeda, Ognaj, Sola, Thaltej, Sarkhej, Narolgam, Vatva, Vastral, Odhav, Kathwada and Naroda

• The Project has been operating for 10.8 (1) years

Aurangabad Jalna (AJTL)

• The project road starts near Aurangabad airport in Aurangabad district and ends near Chandanzira in Jalna district. It is a state highway with Govt. of Maharashtra as the Concessioning Authority for the project

• The total length of the project corridor is around 66 Km for a concession period of 31.2 years (including extension of 7.7 years granted by the authority)

• There are 2 toll plazas along the project road • The important places and settlements along and around the existing

alignment are Aurangabad, Shendra, Gangapur, Jahagir, Karmad, Badnapur, Chandanzira and Jalna


Mysore Bellary (MBHPL)

• Annuity project with length of 193 kms on the SH3 highway for a concession period of 10 years

• It is a state highway with Govt. of Karnataka is the Concessioning Authority for the project

• Provides connectivity to traffic passing from Malavalli to Pavagada in Karnataka

• Project has been operational for 1.8 (1) years Notes: (1) As of March 31, 2019 (2) Without considering variation in concession period due to target traffic clause, which is applicable for the project

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Map representing the location of the Target Assets:

A brief description of the rationale for the proposed acquisition is as follows:

1) The abovementioned acquisition is in line with the investment strategy of the Trust and shall enable the Trust to increase the asset base and consolidate its presence in various geographies.

2) The favourable market conditions for the sector makes it an attractive time for undertaking the said acquisition.

3) The said acquisition of assets will help further diversify the Trust’s revenue base and help mitigate concentration risks, including in geographical terms.

4) The above acquisition will lead to a strategic partnership with SIPL at an attractive valuation and would be beneficial looking at the overall growth perspective in the long term. The Trust is expected to benefit from having SIPL act as the project manager in respect of the target assets even after the acquisition.

The valuation report dated 5th January 2020 in respect of valuation of the Target Assets as on September 30, 2019, as prepared by Mr. Dharmendra Takhtamal Dhelariya (Registered Valuer registration no: IBBI/RV/06/2019/11555) is uploaded on the website of IndInfravit Trust www.indinfravit.com and available for inspection at the principal place of business of the Trust.

Further, the information required to be disclosed in terms of the approvals received from NHAI in respect of the change-in-control of the NHAI Target Assets, as received from SIPL and the NHAI Target Assets, has also been uploaded on the website of IndInfravit Trust www.indinfravit.com and available for inspection at the principal place of business of the Trust.

Pursuant to the provisions of Article 12.2(a) of the Trust Deed, read together with Regulation 22(4)(b) and other applicable provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (the “InvIT Regulations”), as amended from time to time, the Unitholders’ approval is required for the proposed acquisition. Further, pursuant to Article 12.2(h) of the Trust Deed, consent of the unitholders is also required for the waiver of the criteria prescribed under Article 4.1 of the Trust Deed in connection with the IndInfravit Trust’s proposed acquisition of one of the Target Assets, namely Mysore-Bellary Highway Private Limited, which has a track record of less than two years of annuity collection and a residual concession period of less than seven years from the proposed date of acquisition. The unitholders are therefore requested to approve item no. 1 by way of special majority (i.e. where the votes cast in favour of the resolution are required to be more than 75% of the total votes cast).

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ITEM NO. 2: ISSUANCE OF UNITS ON A PREFERENTIAL BAS IS TO CERTAIN ENTITIES, INCLUDING THE SPONSOR OF THE TRUST

The Explanatory Statement pursuant to the InvIT Regulations and the Preferential Issue Guidelines, as given hereunder, sets out all material facts relating to the special business mentioned as item no. 2 of the accompanying notice dated January 9, 2020, and necessary information or details in respect of the proposed Preferential Allotment of Units are as under: Background Reference is made to the share purchase agreements dated July 1, 2019 (as amended, supplemented or otherwise modified from time to time, the “Share Purchase Agreements ”), by and among ITSL (acting in its capacity as the trustee of the Trust), LISL (acting in its capacity as the investment manager of the Trust), Sadbhav Infrastructure Project Limited (“SIPL”), Sadbhav Engineering Limited (“SEL”), and each of Bijapur Hungund Tollway Private Limited (“BHTPL”), Bhilwara-Rajsamand Tollway Private Limited (“BRTPL ”), Dhule Palesner Tollway Limited (“DPTL”), Hyderabad-Yadgiri Tollway Private Limited (“HYTPL”), Shreenathji-Udaipur Tollway Private Limited (“SUTPL”) and Nagpur-Seoni Expressway Limited (“NSEL”, and collectively with BHTPL, BRTPL, DPTL, HYTPL and SUTPL, the “NHAI Assets ”), pursuant to which, the Trust proposes to acquire the entire share capital and residual interest held by SIPL (acting directly and/or through its nominees as well as affiliates, including SEL), in each of the NHAI Assets, on such terms and subject to the conditions set forth in the relevant Share Purchase Agreements (the “Acquisition ”). A brief description of the road-infrastructure project operated by each of the NHAI Assets has been set-out herein below:

Bhilwara Rajasmand (BRTPL)

• Project length of 87 kms on the NH758 highway for a concession period of 30 (2) years

• It is a national highway with National Highways Authority of India (NHAI) as the Concessioning Authority for the project

• The road provides connectivity to traffic on the important Mumbai-Delhi route

• There are 2 toll plazas along the project road • The project corridor falls in Rajsamand and Bhilwara districts. The

traffic on BRTPL road is from Mumbai and Gujarat ports to Delhi, Gurgaon and Noida

• The project has been operational for 2.8 (1) years

Bijapur Hungund (BHTPL)

• The project road starts near Bijapur bypass and ends near Hungund Bypass end point. The total length of the project corridor is around 97 Km for a concession period of 20 (2) years. It is a national highway with NHAI as the Concessioning Authority

• There are 2 toll plazas along the project road • The project road is part of NH-13 which acts as a major connectivity

between Maharashtra and Karnataka • The project lies on the path connecting Bangalore and Mangalore to

Solapur and Dhule, thereby benefiting from their industrialization and attracting significant commercial traffic

• The major settlements and towns along the project stretch are Bijapur, Mangoli, Sitamani, Yelaguru and Hungund


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Dhule Palesner (DPTL)

• The project road starts near Palesner (Madhya Pradesh - Maharashtra border) and ends near Dhule in the state of Maharashtra. The total length of the project corridor is around 89 Km for a concession period of 18 (2) years. It is a national highway with NHAI as the Concessioning Authority

• There are 2 toll plazas along the project road • The project road is part of NH-52 which acts as a major connection

between Sangrur in Punjab and Ankola in Karnataka • The project has been operating for 7.2 (1) years

Hyderabad Yadgiri (HYTPL)

• The project road starts near Annajiguda in Rangareddy district and ends near Raigiri in Nalgonda district. The total length of the project corridor is around 36 Km for a concession period of 23 (2) years. It is a national highway with NHAI as the Concessioning Authority

• There is 1 toll plaza along the project road • The project road is part of NH-163 which acts as a major connection

between Hyderabad in the state of Telangana and Bhopalpatnam in Chhattisgarh

• The major settlements and towns along the project stretch are Ghatkesar, Bibinagar, Bhuvangiri and Raigiri


Shreenathji Udaipur (SUTPL)

• The project stretch starts near Gomti Chauraha in Rajasmand district and ends near Sukher village in Udaipur district. It is a national highway with NHAI as the Concessioning Authority

• The total length of the project corridor is around 79 Km for a concession period of 27 (2) years

• The project road is the part of NH-8 (New NH-58). The alignment passes through Rajasmand and Udaipur districts of Rajasthan. The important places and settlements along and around the existing alignment are Udaipur, Nathdwara, Rajasmand, Rajnagar, Kelwa and Gomti

• There is 2 toll plazas along the project road • The land use along the project corridor is of mixed type, with

predominantly hilly terrain passing through minor settlements (except Nathdwara and Rajsamand), agricultural lands, few industrial areas and barren lands. The project corridor also passes through the marble deposit areas like Kelwa where large scale mining of marble stones is undergoing

• Project has been operating for 3.3 (1) years

Nagpur Seoni (NSEL)

• Annuity project with length of 28 kms on the NH7 highway for a concession period of 20 years

• It is a national highway with NHAI as the Concessioning Authority for the project

• Provides connectivity to traffic passing through states including Maharashtra and Madhya Pradesh

• Project has been operational for 8.9 (1) years Notes: (1) As of March 31, 2019 (2) Without considering variation in concession period due to target traffic clause, which is applicable for the project The proceeds from the Preferential Issue are proposed to be utilized by the Trust in connection with the Acquisition, inter alia, to part refinance certain indebtedness of the NHAI Assets and towards transaction fees and expenses.

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Authority The Board of Directors of the Investment Manager, at their meeting held on January 7, 2020, had, subject to the approval of the Unitholders and such other approvals as may be required, approved the preferential issue of upto 25,09,43,935 Units in the following manner: (i) Up to 6,14,12,533 Units at a price of INR 116.75 per Unit, aggregating up to INR 716.99

crore, to CPP Investment Board Private Holdings (3) Inc., for cash consideration;

(ii) Up to 4,81,87,109 Units at a price of INR 116.75 per Unit, aggregating up to INR 562.58 crore, to Allianz Infrastructure Luxembourg II S.à r.l. (formerly, AGF Benelux S.à r.l.), for cash consideration;

(iii) Up to 4,16,08,309 Units at a price of INR 116.75 per Unit, aggregating up to INR 485.78

crore, to OMERS Infrastructure Asia Holdings Pte. Ltd., for cash consideration;

(iv) Up to 3,76,41,590 Units at a price of INR 116.75 per Unit, aggregating up to INR 439.47 crore, to the Sponsor of the Trust, namely L&T Infrastructure Development Projects Limited, for cash consideration; and

(v) Up to 6,20,94,394 Units at a price of INR 116.75 per Unit, to Sadbhav Infrastructure Project

Limit, for consideration other than cash. Eligibility In terms of Clause 2 of the Preferential Issue Guidelines, the Investment Manager confirms that: • Units of the same class, which are proposed to be allotted in the Preferential Issue have

been listed on the Stock Exchanges for a period of at least 6 (six) months prior to Relevant Date;

• The Trust is in compliance with the conditions for continuous listing and disclosure obligations under the InvIT Regulations and circulars issued thereunder;

• None of the respective promoters or partners or directors of the sponsor(s) or investment manager, or the trustee, of the Trust is a fugitive economic offender declared under section 12 of the Fugitive Economic Offenders Act, 2018.

The Investment Manager shall apply for obtaining the in-principle approvals of the Stock Exchanges for the listing of Units proposed to be issued under the Preferential Issue immediately after the passing of the resolution. The proposed allottees have not sold or transferred any Units during the six months preceding the relevant date i.e. January 1, 2020. Relevant Date: In terms of the provisions of the Preferential Issue Guidelines, the relevant date for determining the floor price for the Preferential Issue is January 1, 2020, being the date 30 days prior to date on which the results of the postal ballot are proposed to be declared i.e. January 31, 2020.

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Basis of Issue Price: The Units of the Trust are listed on Stock Exchanges. The Units are frequently traded in accordance with the meaning of said term under Paragraph 2 of Annexure I of the Preferential Issue Guidelines, and thus, BSE, being the Stock Exchange with higher trading volumes for the applicable period, has been considered in accordance with the Preferential Issue Guidelines. As per Paragraph 2 of Annexure I of the Preferential Issue Guidelines, the floor price for the Preferential Issue is required to be the higher of the following: (a) the average of the weekly high and low of the volume weighted average price of the Units quoted on BSE, during the 26 weeks preceding the relevant date, and (b) the average of the weekly high and low of the volume weighted average price of the Units quoted on BSE, during the 2 weeks preceding the relevant date. However, as no Units were traded on the BSE during the 2 weeks preceding the relevant date, only the average of the weekly high and low of the volume weighted average price of the Units quoted on BSE, during the 26 weeks preceding the relevant date, i.e. INR 116.75 per Unit has been considered. Based on the foregoing, the floor price at which the Units shall be allotted in the Preferential Issue is INR 116.75 per Unit. Lock-in Period The Units allotted to each of the proposed allottees in the Preferential Issue shall be locked-in for such period as prescribed under Paragraph 3 of Annexure – I of the Preferential Issue Guidelines. The entire pre-preferential allotment unitholding of each of CPP Investment Board Private Holdings (3) Inc., Allianz Infrastructure Luxembourg II S.à r.l. (formerly, AGF Benelux S.à r.l.) and OMERS Infrastructure Asia Holdings Pte. Ltd. shall be locked-in from the relevant date up to a period of 6 months from the date of the trading approval as specified under Paragraph 3 of Annexure - I of the Preferential Issue Guidelines. Prescribed Disclosures The disclosures prescribed under Paragraph 1.1 of Annexure - I of the Preferential Issue Guidelines are set out below: 1. Objects of the Preferential Issue

The proceeds from the Preferential Issue are proposed to be utilized by the Trust in connection with the Acquisition, inter alia, to part refinance certain indebtedness of the NHAI Assets and towards transaction fees and expenses. Details of the road-infrastructure project operated by each of the NHAI Assets have been set-out in section titled ‘Background’ herein above.

2. NAV of the IndInfravit Trust INR 108.19, being the NAV per Unit as per the Valuation Report dated May 16, 2019.

3. Maximum number of units to be issued Upto a maximum of 25,09,43,935 Units shall be issued pursuant to the Preferential Issue.

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4. Intent of the parties to the InvIT, their direct ors or key managerial personnel to subscribe to the Preferential Issue Not more than 3,76,41,590 Units shall be offered to L&T Infrastructure Development Projects Limited, the sponsor of the Trust. L&T Infrastructure Development Projects Limited has undertaken to subscribe to such number of Units in the Preferential Issue as may be required to comply with the requirements of the InvIT Regulations and the Preferential Issue Guidelines. Other than the foregoing, none of the parties to the Trust, their directors or key managerial personnel intend to subscribe to the Preferential Issue.

5. Unitholding pattern of the Trust before and afte r the preferential issue Please see Exhibit A below for these details.

6. Time frame within which the Preferential Issue s hall be completed The Investment Manager shall apply for obtaining the in-principle approvals of the Stock Exchanges for listing of Units proposed to be issued under the Preferential Issue immediately after the passing of the resolution. As required under Paragraph 4.2 of Annexure – I of the Preferential Issue Guidelines, the Units shall be allotted pursuant to the Preferential Issue within a period of 15 days from the date of passing of this resolution, or where the allotment of the Units is pending on account of the requirement of any approval of any regulatory, governmental or statutory body / agency, the allotment shall be completed within a period of 15 days from the date of receipt of the last of such approvals. Under Clause 3.5 of the Preferential Issue Guidelines, the IndInfravit Trust shall make an application for listing of the Units issued pursuant to the Preferential Issue to the Stock Exchanges and such Units shall be listed within 7 (seven) working days from the date of allotment.

7. Identity of the natural persons who are the ulti mate beneficial owners of the units proposed to be allotted and/or who ultimately contr ol the proposed allottees

Name of the Proposed Allottee Particulars CPP Investment Board Private Holdings (3) Inc.

Not Applicable. CPP Investment Board Private Holdings (3) Inc. is wholly-owned subsidiary of Canada Pension Plan Investment Board, a Crown corporation established in terms of the Canada Pension Plan Investment Board Act. There are no natural persons who ultimately control the proposed allottee.

Allianz Infrastructure Luxembourg II S.à r.l. (formerly, AGF Benelux S.à r.l.)

Not Applicable. Allianz Infrastructure Luxembourg II S.à.r.l. (formerly, AGF Benelux S.à.r.l.) is indirectly, wholly-owned by Allianz SE, which is the holding company of Allianz Group, a global insurer. The shares of Allianz SE are listed on the Frankfurt (incl. Xetra), Munich, Stuttgart, Dusseldorf, Berlin and Hamburg-Hanover stock exchanges, with its entire capital being free float (except

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1.9% held as treasury shares). There are no natural persons who ultimately control the proposed allottee.

OMERS Infrastructure Asia Holdings Pte. Ltd.

Not Applicable. There are no natural persons who ultimately control the proposed allottee.

L&T Infrastructure Development Projects Limited

Not applicable. L&T Infrastructure Development Projects Limited is subsidiary of Larsen & Toubro Limited, an entity whose equity shares are listed on BSE and NSE. Accordingly, no further disclosure is required to be made in terms of the Preferential Issue Guidelines.

Sadbhav Infrastructure Project Limited

Not applicable. Sadbhav Infrastructure Project Limited is subsidiary of Sadbhav Engineering Limited. The equity shares of both Sadbhav Infrastructure Project Limited and Sadbhav Engineering Limited are listed on BSE and NSE. Accordingly, no further disclosure is required to be made in terms of the Preferential Issue Guidelines.

In accordance with the provisions of the Preferential Issue Guidelines, the approval of the Unitholders for the Preferential Issue is being sought by way of a resolution in terms of applicable provisions of the Trust Deed and the InvIT Regulations. The Board of Directors believe that the proposed Preferential Issue is in the best interest of the Trust and its Unitholders, and therefore, recommend the resolution as set out in the said item in the accompanying notice for approval by the Unitholders. The unitholders are therefore requested to approve item no. 1 by way of special majority (i.e. where the votes cast in favour of the resolution are required to be more than 60% of the total votes cast) in terms of the Trust Deed dated March 7, 2018, read together with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended, and the Preferential Issue Guidelines.

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Exhibit A

Pre-Issue Basis (As on 31st Dec 2019 ) Post-Issue Basis $

Category

Category of Unit holder

No. of Units Held

As a % of Total Out-standing

No. of Units Held


(A)

Sponsor(s) / Investment Manager / Project Manager(s) and their associates/related parties

(1) Indian

(a) Individuals / HUF - - -

(b) Central/State Govt. - - -

(c) Financial Institutions/Banks - - -

(d) Any Other (specify) Bodies Corporate 5,56,00,000 15.03% 15,53,35,984 25.02%

Sub- Total (A) (1) * 5,56,00,000 15.03% 15,53,35, 984 25.02% (2) Foreign

(a) Individuals (Non Resident Indians / Foreign Individuals)

- - -

(b) Foreign Government - - -

(c) Institutions - - -

(d) Foreign Portfolio Investors - - -

(e) Any Other (specify) Foreign Venture Capital Investor

11,20,00,000 30.27% 17,34,12,533 27.93%

Sub-Total (A) (2) 11,20,00,000 30.27% 17,34,12,533 27.93%

Total unit holding of Sponsor & Sponsor Group (A) = (A)(1)*+(A)(2)

* This Includes Project managers units also who is not a Sponsor

16,76,00,000 45.30% 32,87,48,517 52.94%

(B) Public Holding

(1) Institutions

(a) Mutual Funds - - -

(b) Financial Institutions/Banks - - -

(c) Central/State Govt. - - -

(d) Venture Capital Funds - - -

(e) Insurance Companies 26,00,000 0.70% 26,00,000 0.42%

(f) Provident/pension funds - - -

(g) Foreign Portfolio Investors 8,28,00,000 22.38% 12,44,08,309 20.04%

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Pre-Issue Basis (As on 31st Dec 2019 ) Post-Issue Basis $

Category

Category of Unit holder

No. of Units Held


No. of Units Held


(h) Foreign Venture Capital investors - - -

(i) Any Other (specify) Foreign Direct Investor 9,25,00,000 25.00% 14,06,87,109 22.66%

Sub- Total (B) (1) 17,79,00,000 48.08% 26,76,95,41 8 43.11% (2) Non-Institutions

(a)

Central Government/State Governments(s)/ President of India

- - -

(b) Individuals 4,44,863 0.12% 4,44,863 0.07%

(c) NBFCs registered with RBI - - -

(d) Any Other (specify) -

Trust 1,37,47,137 3.72% 1,37,47,137 2.21% Bodies Corporate 1,03,08,000 2.79% 1,03,08,000 1.66% Sub- Total (B)(2) 2,45,00,000 6.62% 2,45,00,000 3. 95%

Total Public Unit holding

(B) = (B)(1)+(B)(2) 20,24,00,000 54.70% 29,21,95,418 47.06%

Total Units Outstanding

(C) = (A)+(B) 37,00,00,000 100.00% 62,09,43,935 100.00% * The unitholding information presented in the column titled ‘Post-Issue Basis’, includes the maximum number of Units that may be allotted to Sadbhav Infrastructure Project Limited (SIPL) pursuant to the Preferential Issue, who will serve as the project manager for the assets that are proposed to be acquired. L&TIDPL, who is the sponsor of the Trust, will serve as the project manager for the Initial Portfolio Assets. $ Based on the maximum number of Units that may be allotted pursuant to the Preferential Issue. ITEM NO. 3: APPROVAL OF THE PROPOSED AMENDMENTS TO THE CONCESSION AGREEMENT ENTERED INTO BETWEEN BEAWAR PALI PINDWARA TOLLWAY LIMITED AND THE NATIONAL HIGHWAYS AUTHORITY OF INDI A BY WAY OF A SUPPLEMENTARY AGREEMENT

In terms of the Concession Agreement entered into between BPPTL and NHAI, if a dispute between the parties is not resolved amicably through conciliation, the same is required to be finally decided by reference to arbitration. Presently, Article 44.3 states that such arbitration shall be held in accordance with the Rules of Arbitration of the International Centre for Alternative Dispute Resolution, Delhi (ICADR), or such other rules as the parties may mutually agree, subject to compliance with the Arbitration and Conciliation Act, 1996. In light of the significant volume of disputes concerning road projects in India, NHAI and the National Highway Builders Federation (NHBF) had worked together in 2013 to set-up the Society for Affordable Redressal of Disputes (SAROD). SAROD itself was registered as a society in 2013,

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and its governing body was constituted with representatives from both NHAI and NHBF. SAROD has over 190 empanelled arbitrators that disputing parties may choose from whilst constituting the tribunal for the purposes of their arbitration.

In recent times, there has been a considerable impetus from NHAI to utilize the SAROD framework for resolution of all disputes with concessionaires. In fact, it is pertinent to note that the model concession agreements for the new types of concessions being awarded by NHAI, such as the Hybrid-Annuity-Model (HAM) and Toll-Operate-Transfer model (ToT), mandatorily prescribe the utilization of the SAROD framework for arbitration. Feedback received so far in respect of the SAROD framework indicates that the process has been cost-effective as compared to the ad-hoc arbitration mechanism. With the passage of time, it can be expected that SAROD framework will be the predominant dispute resolution mechanism for its concessions in the future.

Item No. 3 seeks the approval of the unitholders for the execution of the supplementary agreement with NHAI, which supplementary agreement will result in the substitution of the existing Article 44.3 of the Concession Agreement with a provision that will make a direct reference to the SAROD framework. Effectively, the modification proposed will require BPPTL to utilize the SAROD framework for arbitration in all future disputes.

The Board of Directors of the IM at its meeting held on 31 October, 2019, has approved the said aforesaid proposal, and therefore seeks the approval of unitholders pursuant to the provisions of Article 12.2 of the Trust Deed, read together with the applicable provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (the “InvIT Regulations”), and other applicable laws, rules, regulations, notifications, circulars, guidelines and orders issued by appropriate authorities, each as amended from time to time.

The unitholders are therefore requested to approve item no. 3 by way of a Special Majority (i.e. where the votes cast in favour of the resolution are required to be more than 60% of the total votes cast) in terms of the Trust Deed dated March 7, 2018, read together with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended.

ITEM NO.4: APPROVAL OF THE PROPOSED AMENDMENTS TO T HE INDINFRAVIT TRUST’S TRUST DEED DATED MARCH 7, 2018, BY WAY OF T HE FIRST DEED OF AMENDMENT As mentioned in the explanatory statement for Item No. 1, the Trust is in the advanced stages of its first proposed acquisition post-listing of its Units on the Stock Exchanges. Considering the mandatory distribution requirements and leverage limits prescribed under the InvIT Regulations, the aforesaid transaction is proposed to partially be funded by the Trust by way of the proposed Preferential Issue of Units (as mentioned in Item No. 2). Consequently, Sadbhav Infrastructure Project Limited, the current owner of the NHAI Assets, would also become a Unitholder of the Trust post-closing of the relevant Share Purchase Agreements. Since the Sponsor of the Trust is not permitted to be diluted for a period of three-years post-listing of the Units in terms of Regulation 12 of the InvIT Regulations, the proposed Preferential Issue is expected to result in the dilution of the unitholding of the other existing Unitholders of the Trust (barring the sponsor). With a view to ensure that the aforesaid event does not result in the dilution of the checks and balances contemplated by way of the Trust Deed of the IndInfravit Trust and with a view to further improve/strengthen the Trust’s governance standards, it is proposed that certain amendments be made thereto. Based on the foregoing, the Trust Deed of the IndInfravit Trust is proposed to be amended, inter alia, as follows:

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• Presently, Article 12.3 of the Trust Deed allows any investor holding at least 15% of

the total units of the Trust to appoint (a) one nominee on the board of the investment manager, and (b) one observer on the board of directors of the investment manager and the committees of the investment manager (where such observer shall not have the right to participate or speak or vote in the respective meetings). It is proposed that the relevant Article be modified such that any investor that holds, and continues to hold, at least 10% of the total units of the Trust will have this right. The proposed modification will reduce the minimum unitholding required to exercise the protective right contemplated under Article 12.3, and thus, enable representation for additional investors.

• Presently, the prior approval of more than 75% of the unitholders, entitled and voting, is required for a resolution to be considered as validly passed in connection with the matters set out under each of the Articles 12.2(h), 12.2(j), 12.2(k), 12.2(l) and 17.1 of the Trust Deed. It is proposed that the aforesaid Articles be modified such that the prior approval of more than 80% of the unitholders, entitled and voting, would be required for such matters. The proposed modifications will serve to ensure that a high consensus of the Unitholders would be required for such matters to be considered as passed.

Further, the amendments to the Trust Deed (as contemplated under the Placement Memorandum), which have already been approved by the Unitholders by way of their resolution passed on October 26, 2018, are also proposed to be carried out simultaneously. The aforesaid amendments shall be carried out through the First Deed of Amendment to the Trust Deed, which shall be available at the principal place of business of the Trust for inspection. Apart from the changes made in the First Deed of Amendment to the Trust Deed, all the other terms and conditions as mentioned in the Trust Deed shall continue to remain the same unless otherwise amended in future. The Trust (acting through the Investment Manager) shall make all the necessary disclosures and compliances as may be required regarding the proposed amendment of the Trust Deed as per the Indian Trusts Act, 1882, the Registration Act, 1908, the InvIT Regulations and other applicable law. In the context of the above, the Unitholders are also informed that the proposes amendments were duly approved by the Board at its meeting dated 7th January 2020, with a view to ensure that a broader consensus is build amongst unitholders and as well as to protect the interests of the minority unitholders by calling for a wider participation in critical decisions. The unitholders are now requested to approve item no. 4 by way of special majority (i.e. where the votes cast in favour of the resolution are required to be more than 75% of the total votes cast) in terms of the Trust Deed dated March 7, 2018, read together with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014.

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ITEM NO. 5: AUTHORITY TO AVAIL BORROWINGS AND MATT ERS RELATED THERETO

Consequent to the proposed acquisition of the SIPL assets and considering the available headroom in terms of the InvIT Regulations (post factoring the continuing debt / deferment that would be part of the acquired SPVs), the IndInfravit Trust and the SPVs are desirous of availing debt financing from various Banks and/or Financial Institutions and/or any other lending institutions and/or Bodies Corporate and/or such other persons/ individuals as may be considered, such that the aggregate consolidated borrowings and deferred payments of IndInfravit Trust and its special purpose vehicles, net of cash and cash equivalents, do not exceed 49% of the value of the IndInfravit Trust’s InvIT Assets (as such term is defined in the InvIT Regulations). In respect of the foregoing, the consent of the Unitholders is sought for the IndInfravit Trust (acting through its Trustee and/or its Investment Manager) and its SPVs (as such term is defined in the InvIT Regulations) to borrow such sums of money, not exceeding INR 8000 crores, from time to time, at the discretion of the Board of Directors of the Investment Manager, with or without security, in whatever form and upon such terms and conditions as the Board of Directors of the Investment Manager may think fit in the interest of the IndInfravit Trust and its Unitholders, including for a term exceeding one year, for the purpose of business of the IndInfravit Trust and/or its special purpose vehicles. The Trustee, the Investment Manager and such other person(s) shall also be authorized to settle any questions or difficulties that may arise whilst carrying out the purposes of the foregoing resolutions, without being required to seek any further consent or approval of the Unitholders. Further, the debenture program of the Trust upto INR 2150 crore has been rated as “Provisional [ICRA] AAA (Stable)”. A copy of the aforesaid credit rating has been uploaded on the website of the IndInfravit Trust and is also available at the principal place of business of the IndInfravit Trust. The unitholders are also informed that the above resolution was approved by the Board of the IM at its meeting held on January 7, 2020. The unitholders are now requested to approve item no. 5 by way of simple majority (i.e. where the votes cast in favour of the resolution are required to be more than 50% of the total votes cast) in terms of the Trust Deed dated March 7, 2018, read together with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014. ITEM NO. 6: APPROVAL FOR THE PROPOSED NCD ISSUANCE Attention of the Unitholders is drawn to the proposed acquisition of the Target Assets by the Trust from SIPL, as set out in Item No. 1 and the proposal in respect of availing additional borrowings, as set out in Item No. 5, including the relevant explanatory statements thereto. Keeping in mind the financial requirements of the Trust consequent to the acquisition thereof, it is proposed for the Trust to issue, senior, secured, redeemable, rated, listed, non-convertible debentures (the “Debentures”) up to an amount of Rs. 2150,00,00,000 (Rupees Two Thousand One Hundred and Fifty Crores only), on a private placement basis, in one or more tranches/series, at such terms and conditions, including such face value, coupon rates and security, as may be approved by the Board of Directors of the Investment Manager, from time to time, to any person or entity/ies subscribing to such Debentures (collectively, “Debenture Holders”) as a part of additional borrowing by the Trust. The aforesaid Debenture program has been rated as “Provisional [ICRA] AAA (Stable)”. A copy of the aforesaid credit rating has been uploaded on the website of the IndInfravit Trust and is also available at the principal place of business of the IndInfravit Trust.

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The funds raised through the issue of the said Debentures shall be infused into the Target Assets, for the purpose of part refinancing of the debt of such Target Assets and also for general corporate purposes. The unitholders are also informed that the aforesaid resolution was approved by the Board of Directors of the IM at its meeting held on 7th January, 2020. The unitholders are now requested to approve item no. 6 by way of simple majority (i.e. where the votes cast in favour of the resolution are required to be more than 50% of the total votes cast) in terms of the Trust Deed dated March 7, 2018, read together with Regulations 20 and 22 of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014.

For IndInfravit Trust

By Order of the Board

LTIDPL IndvIT Services Limited (as the Investment Manager to IndInfravit Trust)

Sd/-

Shreya Ramkrishnan Company Secretary and Compliance Officer

Date : 9th January, 2020 Place : Chennai

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UNITHOLDER INSTRUCTIONS FOR E-VOTING The instructions for unitholders voting electronica lly are as under:

(i) The voting period begins on 09:00 Hours IST on Saturday, January 11, 2020 and ends on 17:00 Hours IST on Friday, January 31, 2020. During this period, unitholders of the Trust holding units either in physical form or in dematerialized form, as on the cut-off date of Friday, January 3, 2020 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The unitholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding units in Physical Form should enter Folio Number registered

with the Trust.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding units in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For unitholders holding units in Demat Form and Phy sical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat unitholders as well as physical unitholders)

• Unitholders who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

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Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Unitholders holding units in physical form will then directly reach the Company

selection screen. However, unitholders holding units in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For unitholders holding units in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the “IndInfravit Trust” on which you choose to vote. (xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same

the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution

details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify

your vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xvii) If a demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

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(xviii) Unitholders can also cast their vote using CDSL’s m obile app m-Voting available for android based mobiles. The m-Voting a pp can be downloaded from Google Play Store. Apple and Window s phone users can download the app from the App Store and the Win dows Phone Store respectively. Please follow the instructions as pro mpted by the mobile app while voting on your mobile.

(xix) Note for Non – Individual unitholders and Custodian s

• Non-Individual unitholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian

are required to log on to www.evotingindia.com and register themselves as

Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity

should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin

login and password. The Compliance User would be able to link the account(s) for

which they wish to vote on.

• The list of accounts linked in the login should be mailed to

[email protected] and on approval of the accounts they would be able

to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have

issued in favour of the Custodian, if any, should be uploaded in PDF format in the

system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

Postal Ballot Form IndInfravit Trust

Postal Ballot Form IndInfravit Trust

(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)

Name of the Trust : IndInfravit Trust Principal Place of business/ : 5 th Floor, SKCL Tech Square, Lazer St, South Phase, Registered Office SIDCO Industrial Estate, Guin dy, Chennai – 600 032. SEBI Registration No. : IN/InvIT/17-18/0007 Name of the Unitholder (s)

Registered address

E-mail Id

Folio No/ Client Id

DP ID

I / We hereby exercise my / our vote in respect of the Resolution to be passed through postal ballot for the business stated in the Notice of IndInfravit Trust by conveying my / our assent or dissent to the said resolution by placing a tick () mark in the appropriate box below:

Item No.

Resolution summary

No. of units

I assent to the resolution Please tick ()

I dissent to the resolution Please tick ()

1 Resolution - : Approval of the Proposed Acquisition

2 Resolution - : Issuance of Units on a preferential basis to certain entities, including the Sponsor of the Trust

3 Resolution - : Approval of the Proposed Amendments to the Concession Agreement entered into between Beawar Pali Pindwara Tollway Limited and the National Highways Authority of India by way of a Supplementary Agreement

4 Resolution - : Approval of the Proposed Amendments to the IndInfravit Trust’s Trust Deed dated March 7, 2018, by way of the First Deed of Amendment

5 Resolution - : Approval to Avail Borrowings and Matters Related Thereto 6 Resolution - : Approval for the proposed NCD issuance

Place:

Date

…………………………………

Signature of the Unitholder

Notes: 1. Please read the instructions printed below carefully before filling this Form, please refer to the instructions for voting provided in

the Postal Ballot Notice sent herewith. ………………………………………………………………………………………………………………………………………….

ELECTRONIC VOTING PARTICULARS (Please visit www.evotingindia.com to cast your vote online)

Electronic Voting Sequence Number (EVSN) USER ID PASSWORD

200108004 * * *Please refer to the instructions for e-voting attached with the Postal Ballot Notice.

Instructions: 1. A unitholder may vote through electronic mode as per the instructions for e-voting provided in the Postal Ballot

Notice sent herewith or by physical postal ballot form. 2. The voting rights for units are one vote per unit, registered in the name of the unitholders. Voting period commences

at 09:00 Hours IST on Saturday, January 11, 2020 and ends at 17:00 Hours IST on Friday, January 31, 2020. 3. Voting rights shall be reckoned on the paid-up value of the units registered in the name of the unitholder on the

cut-off date, i.e. Friday, January 3, 2020. A person who is not a member on the cut-off date should treat this notice for information purpose only.

4. A Unitholder desiring to exercise vote by postal ballot may complete this Postal Ballot Form and send it to the Registrar and Unit Transfer Agent (RTA) at KFintech Private Limited (Unit : IndInfravit Trust), Selenium Tower B, Plot No 31 & 32, Financial District, Nankramguda, Hyderabad – 500 032, India, in the attached postage prepaid self-addressed Business Reply Envelope. Postage will be borne and paid by the Trust. However, envelopes containing postal ballots, if deposited in person or sent by courier / speed post at the expense of the Unitholder, will also be accepted.

5. Alternatively, a unitholder may vote through electronic mode as per the instructions for e-voting provided in the Postal Ballot Notice sent herewith.

6. The self-addressed envelope bears the name of the RTA. The RTA shall thereafter forward the physical postal ballot forms to the scrutinizer, Mr. Vishal Kumar Garg, Proprietor, Vishal Garg & Associates, Company Secretaries ( MNo. 34062, COP: 21156) appointed by the Board of Directors of the Company.

7. This form should be completed and signed by the Unitholder. In case of joint holding, this form should be completed and signed (as per the specimen signature registered with the Trust) by the first named Unitholder and in his / her absence, by the next named Unitholder. Holders of Power of Attorney (POA) on behalf of the unitholders may vote on the Postal Ballot mentioning the registration number of the POA and enclosing an attested copy of the POA.

8. Consent must be accorded by placing a tick mark [ ] in the column, ‘I assent to the resolution’, or dissent must be accorded by placing a tick mark [ ] in the column, ‘I dissent to the resolution’.

9. The votes of a Unitholder will be considered invalid on any of the following grounds: a. if the Postal Ballot form has not been signed by or on behalf of the Unitholder; b. if the Unitholder’s signature does not tally; c. if the Unitholder has marked his / her / its vote both for ‘Assent’ and also for ‘Dissent’ to the ‘Resolution’ in such a manner that the aggregate Units voted for ‘Assent’ and ‘Dissent’ exceeds total number of Units held; d. if the Unitholder has made any amendment to the Resolution or imposed any condition while exercising his vote. i.e. if the Postal Ballot Form is incomplete or incorrectly filled; e. if the Postal Ballot Form is received torn or defaced or mutilated such that it is difficult for the Scrutinizer to identify either the unitholder or the number of votes, or whether the votes are for ‘Assent’ or ‘Dissent’, or if the signature could not be verified, or one or more of the above grounds; f. if the form other than the one issued by the Trust is used;

10. Duly completed Postal Ballot Forms should reach the RTA on or before Friday, January 31, 2020 at 17:00 Hours IST. If any Postal Ballot Form is received after this date, it will be considered that no reply from such Unitholder has been received.

11. A Unitholder may request for a duplicate Postal Ballot Form, if so required from the RTA. However, the duly filled in duplicate Postal Ballot Forms should reach the RTA no later than the date specified in Item (10) above.

12. Institutional unitholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote to the RTA by e-mail to [email protected] or send physical copies together with the postal ballot form at KFintech Private Limited (Unit : IndInfravit Trust), Selenium Tower B, Plot No 31 & 32, Financial District, Nankramguda, Hyderabad – 500 032, India.

13. Unitholders are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed self-addressed postage prepaid envelopes in as much as all such envelopes will be sent to the RTA and any extraneous paper found in such envelopes would be destroyed by the RTA and the Investment Manager/Trust would not be able to act on the same.

14. The Scrutinizer’s decision on the validity of the postal ballot shall be final. 15. Only a unitholder entitled to vote is entitled to fill in the Postal Ballot Form and send it to the RTA and any recipient

of the Notice who has no voting right should treat the Notice as an intimation only. 16. The result of voting on the Resolutions will be declared on Friday, January 31, 2020 and displayed on the website

of the Trust www.indinfravit.com, besides being communicated to the Stock Exchanges. 17. The unitholders can opt for only one mode of voting, i.e. either by postal ballot or e-voting. In case unitholders cast

their votes through both the modes, voting by e-voting mode shall prevail and votes cast through postal ballot form will be treated as invalid. Please read the unitholders instructions for e-voting which is attached with the notice.