IRB InvIT Fund : Extra Ordinary Meeting

Date - August 11, 2022

Corporate Relationship Department,	Listing Department,
BSE Limited Phiroze Jeejeebhoy Towers	National Stock Exchange of India Limited
Dalal Street,	Exchange Plaza, C-1 Block G
Mumbai- 400001.	Bandra Kurla Complex, Bandra (E), Mumbai

Dear Sir/Madam,

Ref: Scrip Code 540526; Symbol: IRBINVIT

Subject: Notice of the Extra Ordinary General Meeting of unitholders of IRB InvIT Fund

We refer to our earlier disclosure dated August 5, 2022 in relation to acquisition of Vadodara Kim Expressway Project ("VK1 Project") from IRB Infrastructure Developers Limited. We are enclosing herewith Notice of the Extra Ordinary General Meeting ("EGM") of Unitholders of IRB InvIT Fund (Trust) to be held on Monday, September 5, 2022 at 05.00 pm (IST) through Video Conferencing/Other Audio-Visual Means to transact the business in relation to aforesaid acquisition as set out in the notice of the EGM dated August 5, 2022.

We request you to take the above on record.

Thanking you.

For IRB Infrastructure Private Limited (Investment Manager to IRB InvIT Fund)

VENGURLEKA

1. SWAPNA SADANAND

Digitally signed by VENGURLEKAR SWAPNA SADANAND DN: c=IN, st=Maharashtra, 2.5.4.20=16e2d76b4cf86731b3dcd6bfaa46778271d062 72a25dfb44db2e4201c05c52c6, postalCode=400078, street=1002, 10th FLOOR, B WING, MARLESHWAR CHS LTD, KOKAN NAGAR, BHANDUP WEST, serialNumber=5880bfd6cc9e536f51e6e661d7ad68f94c 8d0e22edd706b4ae5a7277c4f4de0c, o=Personal, cn=VENGURLEKAR SWAPNA SADANAND, pseudonym=d9b1d66f7abc13f6802af1b0a178c3f4 Date: 2022.08.11 11:24:06 +05'30'

Swapna Vengurlekar

Company Secretary & Compliance Officer

IRB InvIT Fund

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON SEPTEMBER 5, 2022

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting ("EGM") of the Unitholders (the "Unitholders") of the IRB InvIT Fund (the "Trust") will be held on Monday, September 5, 2022 at 5.00 pm through Video Conferencing to transact the following business:

ITEM NO. 1: TO CONSIDER AND APPROVE THE ACQUISITION OF VK1 EXPRESSWAY PRIVATE LIMITED 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 the votes cast against the resolution) in terms of Regulation 22(4) of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended (the "InvIT Regulations"):

"RESOLVED THAT pursuant to the provisions of Regulations 19 and 22 and other applicable provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, and the circulars, notifications, clarifications and guidelines issued thereunder, and other applicable law, including any statutory modifications, amendments or re-enactments to each of the foregoing, the indenture of trust of the IRB InvIT Fund (the "Trust") , the approval of the Unitholders and applicable regulatory approvals, be and is hereby granted for (a) the acquisition of 100% of the equity share capital of VK1 Expressway Private Limited ("VK1") by the Trust from IRB Infrastructure Developers Limited (i.e., the Sponsor and the Project Manager of the Trust) and the provision of a shareholder loan to VK1, the proceeds of which shall be utilized by VK1 for the repayment, in full, of the shareholder loan provided to VK1 by the Sponsor, for an aggregate purchase consideration of Rs. 342 crores to be paid in cash on the terms and conditions as may be agreed among the parties; and (b) the appointment of the Sponsor as the project manager in relation to VK1 to undertake O&M works for an aggregate consideration of Rs. 224 crores [(a) and (b)] together, the "VK1 Acquisition"), on such terms and conditions as may be mutually agreed among the parties to the proposed transaction.

RESOLVED FURTHER THAT the Board of Directors of the Investment Manager (including any Committee(s) thereof) be and is hereby authorized on behalf of the Trust to do all acts, deeds, things, and matters, including sub-delegation of all, or any of these powers, as may be required or are necessary to give effect to these resolutions or as otherwise considered by the Board of Directors (including any Committee(s) thereof) to be in the best interest of the Trust and the Unitholders, including to negotiate and finalize the terms and conditions of any agreements, deeds, letters, undertakings and any other transaction agreements as specified in the binding term sheet, the share purchase agreement, the project implementation agreement, the shareholder loan agreement or otherwise in relation to the above transactions, including any amendments, supplements or modifications to such documents, as applicable or appropriate, to complete the above VK1 Acquisition, and in relation to the above transactions, to sign, execute, amend, deliver and terminate any agreements, memoranda, documents, letters, deeds or instruments as may be required in this regard, as well as amendments or supplements, including to appoint any advisers, valuers, experts or other

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persons and to do all such acts, deeds, matters and things as it may, in its discretion, deem necessary, proper or desirable for such purpose, and to make any filings, furnish any returns or submit any other documents to any regulatory or governmental authorities as may be required, and to settle any question, difficulty or doubt and further to do or cause to be done all such acts, deeds, matters and things and to negotiate, finalize and execute all agreements, documents, papers, instruments and writings as it may deem necessary, proper, desirable or expedient and to give such directions and/or instructions as it may from time to time decide and to accept and give effect to such modifications, adjustments, changes, variations, alterations, deletions and/or additions as regards the terms and conditions as may be required without being required to seek further consent or approval of the Unitholders or otherwise to the end and intent that the Unitholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT all actions taken by the Board (including any Committee(s) thereof) authorized pursuant to the above resolution in connection with any matter(s) referred to or contemplated in the foregoing resolution be and are hereby approved, ratified and confirmed in all respects."

Explanatory Statement

Kind attention of the Unitholders is drawn to the fact that IRB Infrastructure Developers Limited ("Sponsor"), the sponsor and project manager to the IRB InvIT Fund (the "Trust"), issued a non-binding proposal dated June 6, 2022 in relation to a potential acquisition opportunity for the acquisition of 100% equity shares of VK1 Expressway Private Limited ("VK1") by the Trust from the Sponsor. Thereafter, the Sponsor issued an invitation to offer dated July 22, 2022, VK1 is the concessionaire undertaking the project of eight-laning of Vadodara Kim Expressway from Km. 355.00 to Km. 378.740 (Padra to Vadodara Section of Vadodara Mumbai Expressway) in the state of Gujarat under the NHDP Phase VI on hybrid annuity mode ("VK1 Project"). Brief particulars of the project implemented by VK1 are provided in valuation report. Subsequently, intermediaries and advisors were appointed by the Investment Manager in consultation with the trustee to carry out due diligence and for purposes of evaluation of the acquisition opportunity.

The Trust proposes to acquire 100% of the equity share capital of VK1 from the Sponsor and the provision of a shareholder loan to VK1, the proceeds of which shall be utilized by VK1 for the repayment, in full, of the shareholder loan provided to VK1 by the Sponsor, for an aggregate purchase consideration of Rs. 342 crores. Further, the Sponsor will be appointed as the project manager with respect to VK1 pursuant to a project implementation agreement to provide O&M works for 15 years for an aggregate consideration of Rs. 224 crores on arms-length basis. This is collectively referred to as the "VK1 Acquisition"). The Trust proposes to raise debt through modes as permitted under applicable law, including through loans or issue of non-convertible debt securities for purposes of financing the acquisition cost.

The VK1 Acquisition will be undertaken on an arms-length basis (in accordance with the relevant accounting standards), in the best interests of the Unitholders and is consistent with the strategy and investment objectives of the Trust.

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IRB InvIT Fund

Pursuant to Regulation 19(3) of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended including any applicable circulars, notifications, guidelines and clarifications issued thereunder from time to time (the "InvIT Regulations"), the VK1 Acquisition requires the approval of Unitholders of the Trust in accordance with Regulation 22(4) of the InvIT Regulations.

The Independent Valuer of the Trust, namely Mr. S Sundararaman (IBB registration number IBBI/RV/06/2018/10238) has issued a full valuation report dated August 5, 2022, in respect of VK1 that contains the necessary disclosures prescribed under the InvIT Regulations (the "Valuation Report") while Baker Tilly DHC Business Private Limited has provided an independent review opinion on the Valuation Report. Please note that a traffic assessment is not relevant for the VK1 Project since it is a hybrid annuity asset and VK1 is entitled to periodic annuity payments from the NHAI in accordance with the terms of the concession agreement.

The Valuation Report is available on the website of the Trust, and has also been made available to the BSE Limited and the National Stock Exchange of India Limited for the purposes of uploading on their respective websites. A summary of the full Valuation Report is provided as Annexure A hereto. For more information, valuation report is enclosed herewith.

Certain information in relation to the VK1 Acquisition is given below:

Sr No.	Description	Details of proposed RPTs
a.	Name of the Related Party and its	IRB Infrastructure Developers Limited, Sponsor and
	relationship with the Investment	Project Manager of the Trust. The Investment
	Manager and InvIT, including nature of	Manager is a subsidiary of the Sponsor.
	its concern or interest (financial or	VK1 Expressway Private Limited, entity proposed to
	otherwise).	be acquired.
b.	Type, material terms, monetary value	(a) the acquisition of 100% of the equity share
	and particulars of the proposed RPTs.	capital of VK1 Expressway Private Limited
		("VK1") on a fully diluted basis by the Trust
		from IRB Infrastructure Developers Limited
		(i.e., the Sponsor and the Project Manager of the
		Trust) and the provision of a shareholder loan to
		VK1, the proceeds of which shall be utilized by
		VK1 for the repayment, in full, of the shareholder
		loan provided to VK1 by the Sponsor, for an
		aggregate purchase consideration of Rs. 342
		crores to be paid in cash. This aggregate
		consideration is at ~9% discount to the Equity
		Value (i.e., the value of the equity share capital
		and the shareholder loan of the project)
		determined by the Registered Valuer.
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					(b) the appointment of the Sponsor as the project
					manager in relation to VK1 to undertake O&M
					works for an aggregate consideration of Rs. 224
					crores on arms-length basis, for a period of 15
					years
					(Enterprise Value is Rs. 1,297 crores consisting of
					debt of Rs. 955 crores and remaining towards equity)
c.	Percentage of	the Trust's	annual	40% of annual audited consolidated turnover (of the
	consolidated	turnover,	for	the	Trust) of Rs. 1,400.34 crores.
	immediately preceding financial year,
	that is represented by the value of the
	proposed RPTs.

1. Justification for why the proposed 1. VK1 Project being a HAM project has stable and

transaction is in the interest of the Trust.	firm visibility in cash flows with the following
	distinct features:
	a. Semi-annual annuity payments receivable
	from NHAI spread across 15 years;
	b. Interest on balance annuities payable by
	NHAI at bank rate plus 3% per annum;
	c. Semi-annual O&M receivable from NHAI
	adjusted for inflation;
	d. The receipts being linked to Inflation Index
	and bank rate; it provides a hedge in the
	rising inflation/ interest rate scenario.
	2. For HAM Project, the value of the project is
	dependent on the Annuity amount receivable
	from NHAI and interest on the outstanding
	annuity amount. Since the receivables for HAM
	projects are from NHAI (AAA rated),
	acquisition of VK1 by the Trust is not expected
	to have any dilutive effect on the existing AAA
	credit rating of the Trust.
	3. The Sponsor has agreed to act as the Project
	Manager of VK1 Project for a period of 15
	years for undertaking Operation and
	Maintenance on fixed price contract on "Arm's
	length" basis. This would provide the Trust
	with certainty in respect of the O&M cost.
	4. Proposed acquisition is in accordance with the
	investment strategy of the Trust of growing the
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